TCI Developers : Voluntary Delisting

7th September, 2022
To,
Listing Department,	Listing Department,
The National Stock Exchange of India Ltd.,	BSE Ltd.,
"Exchange Plaza",	Phiroz Jeejeebhoy Towers,
Bandra Kurla Complex, Bandra (East),	Dalal Street
Mumbai - 400051	Mumbai-400 001
Scrip Symbol: TCIDEVELOP	Scrip Code: 533393

Dear Sir/Madam,

Subject: Submission of Letter of Offer by TCI Developers Limited ("Company") in accordance with the provisions under the SEBI (Delisting of Equity Shares) Regulations, 2021 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

We would like to inform you that TDL Real Estate Holdings Limited ("Acquirer") one of the promoter group members of the Company, had expressed the intention through Initial Public Announcement made on June 8, 2022 to voluntarily delist 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 delisting 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") in accordance with the SEBI Delisting Regulations ("Delisting Offer").

In this regard, this is to inform you that the confirmation is received from the Acquirer Promoter that it has completed the dispatch of Letter of Offer to all the public shareholders in terms of Regulation 16 of the SEBI Delisting Regulations, 2021 through e-mail, where e-mail IDs are registered with the Company/RTA and through Speed/Registered post to those shareholders, where e-mail IDs are not registered with the Company/RTA on 7th September, 2022. Please find enclosed a copy of Letter of Offer (including Bid Forms and Securities Transfer From) dispatched to Public Shareholders.

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.tcidevelopers.com. Request you to disseminate the information on your website.

Thanking you,

Thanking you,

Yours faithfully,

For TCI Developers Limited

SALONI Digitally signed by SALONI GUPTA DN: c=IN, st=Uttar Pradesh, 2.5.4.20=d3d0f485a0eefd55b8475b87b0450277f c436330e5cd67033fb5096e7eeb0c95, postalCode=250001, street=Meerut, pseudonym=8a13ce245b306a65207742c18dfa4 2d7,

GUPTA serialNumber=b07ee2efdca0216234c77067fff7c 4c76599c8c2d2bf7b46bc06b4a70eda7b67, o=Personal, cn=SALONI GUPTA

Date: 2022.09.07 17:12:17 +05'30'

Saloni Gupta

Company Secretary & Compliance Officer

Encl: as above

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer ("Letter of Offer") is being sent to you as a Public Shareholder (as defined below) of TCI Developers Limited (the "Company") as on the Specified Date (as defined below) in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended from time to time ("SEBI Delisting Regulations"). In case you have recently sold your Offer Shares (as 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

TCI DEVELOPERS LIMITED ("Company")

Corporate Identification Number (CIN): L70102TG2008PLC059173

Registered Office: Flat No. 306-307,1-8-271 to 273, 3rd Floor, Ashoka Bhoopal Chambers, S. P. Road,

Secunderabad, Telangana, 500003;

Tel. No.: [phone];Fax. No.: [phone];Email id: [e-mail];

Website:www.tcidevelopers.com; Contact Person: Ms. Saloni Gupta, Company Secretary & Compliance Officer;

From

TDL Real Estate Holdings Limited (the "Acquirer"),

Registered Office: DPT 625/626, DLF Prime Tower, Okhla Phase-1, New Delhi - 110020, India;

Tel. No.: [phone] - 607; Fax. No.: [phone]; Email id: [e-mail];

The Acquirer is making this delisting offer to the Public Shareholders of the Company ("Delisting Offer") pursuant to the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021, as amended from time to time ("SEBI Delisting Regulations"), and are inviting the Public Shareholders to tender their fully paid-up equity shares of face value Rs. 10/- each of TCI Developers Limited ("Equity Shares") in accordance with the reverse book building process prescribed under the Delisting Regulations.

Floor Price: Rs. 358.22/- Per Equity Share

Indicative Price: Rs. 400/- Per Equity Share

Bid Opening Date: Wednesday, September 14, 2022 and Bid Closing Date: Tuesday, September 20, 2022

Notes

• If you wish to tender your Equity Shares to the Acquirer, pursuant to this Letter of Offer you should carefully read this Letter of Offer and the instructions herein; and
• 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 Offer will be implemented by the Acquirer 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 9, 2016' and 'SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021' issued by Securities and Exchange Board of India, as amended from time to time ("SEBI Circulars") and "Operational Guidelines for Offer to Buy (OTB) Window" issued by BSE Limited ("BSE"), to facilitate tendering of the Equity Shares by the Public Shareholders (defined below) and settlement of the same through the stock exchange mechanism.
• For purposes of this Delisting Offer, the Acquirer have appointed Choice Equity Broking Private Limited as the registered broker "Buyer Broker" (defined below).
• Detailed "Procedure for Tendering and Settlement" & "Method of Settlement", for shares held in both demat and physical forms are set out in Paragraph 16 and 17 of this Letter of Offer below.

MANAGER TO THE DELISTING OFFER	REGISTRAR TO THE DELISTING OFFER
SAFFRON CAPITAL ADVISORS PRIVATE LIMITED	KFIN TECHNOLOGIES LIMITED
605, 6th floor, Centre Point, Andheri Kurla Road, J.B. Nagar,	Selenium Tower - B, Plot 31 & 32, Gachibowli, Financial District,
Andheri (East) Mumbai - 400 059, Maharashtra, India.	Nanakramguda, Serilingampally, Hyderabad 500 032,
Telephone: [phone]	Telangana, India.
Facsimile: NA	Telephone: [phone]/ / [phone]
E-mail: [e-mail]	Fax: [phone];Toll Free No: 1-800-3094-001
Website: www.saffronadvisor.com	Email: [e-mail]
Investor grievance: [e-mail]	Investor Grievance Email: [e-mail]
SEBI Registration Number: INM 000011211	Website: www.kfintech.com
Validity of Registration: Permanent	Contact Person: Mr. Murali Krishna M
Contact Person: Amit Wagle/Gaurav Khandelwal	SEBI Registration Number: INR000000221

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SCHEDULE OF ACTIVITIES

The proposed time table for the Delisting Offer is as follows:

Activity	Date	Day
Initial Public Announcement	June 08, 2022	Wednesday
Resolution for approval of the Delisting Proposal passed by the board of	June 13, 2022	Monday
directors the Company
Resolution for approval of the Delisting Proposal passed by the	July 23, 2022	Saturday
Shareholders the Company
Date of receipt of the BSE& NSE in-principle approval	September 02, 2022	Friday
Specified Date for determining the names of the Public Shareholders to	September 02, 2022	Friday
whom the Letter of Offer is sent*
Date of publication of Detailed Public Announcement	September 05, 2022	Monday
Last date of dispatch of the Letter of Offer to the Public Shareholders as	September 07, 2022	Wednesday
on Specified Date**
Last date of Publication of recommendation by Independent Directors of	September 12, 2022	Monday
the Company**
Bid Opening Date (bid starts at market hours)	September 14, 2022	Wednesday
Last date for revision (upwards) or withdrawal of Bids	September 19, 2022	Monday
Bid Closing Date ((bid closes at market hours - up to 3:30 pm)	September 20, 2022	Tuesday
Last date for announcement of counter offer	September 22, 2022	Thursday
Last date of announcement of the Discovered Price or the Exit Price	September 22, 2022	Thursday
and the Acquirer Acceptance or Non-acceptance of the Discovered
Price or the Exit Price **#
Proposed date for payment of consideration if Exit Price is more than	September 22, 2022	Thursday
the Floor Price but equal to or less than the Indicative Price #
Proposed date for payment of consideration if Exit Price is higher than	September 29, 2022	Thursday
the Indicative Price#
Last date for return of the Equity Shares to the Public Shareholders in	September 22, 2022	Thursday
case of Bids not being accepted / failure of the Delisting Offer

• The Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to whom the Letter of Offer will be sent. However, all Public Shareholders of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.
  ** Such activity may be completed on or before the last date
  # Subject to acceptance of the Discovered Price or offer of an Exit Price higher than the Discovered Price by the Acquirer 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, if any, will be notified to the Public Shareholders by way of corrigendum in all the newspapers in which the Detailed Public Announcement has been published.

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 Acquirer.

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

• The Acquirer, Promoter Group and persons acting in concert of the Company 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 Acquirer 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 not accepted under this Delisting Offer by the Acquirer may get delayed.
• The Acquirer, the Promoter Group and persons acting in concert of the Company and the Manager to the Delisting Offer accept no responsibility for statements made otherwise than in this Letter of Offer or in the Public Announcement or in advertisements or other materials issued by, or at the request of the Acquirer, Promoter Group and persons acting in concert of the Company 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.
1.	Key Definitions	05
2.	Background of the Delisting Offer	08
3.	Necessity and Objectives of the Delisting Offer	11
4.	Background of the Acquirer	12
5.	Background of the Company	14
6.	Stock Exchange from which the equity shares are sought to be delisted	17
7.	Manager to the Offer	17
8.	Registrar to the Offer	17
9.	Stock Broker of the Acquirer	18
10.	Stock Exchange Data Regarding the Company	18
11.	Determination of the Floor Price and Indicative Price	19
12.	Determination of Discovered Price and Exit Price	20
13.	Minimum acceptance and success conditions to the Delisting Offer	22
14.	Acquisition Window facility	22
15.	Dates of opening and closing of Bid Period	23
16.	Procedure for tendering and settlement	23
17.	Method of settlement	27
18.	Period for which the Delisting Offer shall be valid	28
19.	Details of Escrow Account	29
20.	Proposed Schedule for the Delisting Offer	30
21.	Statutory approvals	31
22.	Notes on taxation	31
23.	Certification by the Board of Directors of the Company	32
24.	Compliance Officer of the Company	32
25.	Documents for Inspection	33
26.	General Disclaimer	33
	Enclosures
27.	- Bid cum acceptance forms
-Bid revision/ withdrawal forms
	-Form No. SH-4 - Securities Transfer Form

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