Wednesday, May 21, 2025

To, BSE Limited, P.J. Towers, Dalal Street, Mumbai - 400001, Maharashtra, India.

Respected Sir/ Madam,

Dear Sir/ Madam,

We would like to inform you that, in accordance with the provisions of Regulation 12 (1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, including subsequent amendments ('SEBI (SAST) Regulations'). Swaraj Shares and Securities Private Limited, has been appointed as the Manager to the Offer ('Manager'), by M/s Atibha Agriseeds Private Limited ('Acquirer'). The Acquirer has announced an Open Offer in compliance with the provisions of Regulations 3 (1), and 4 and such other applicable regulations of the SEBI (SAST) Regulations, for the acquisition of up to 3,90,000 Offer Shares representing 26.00% of the Voting Share Capital of M/s Chemo Pharma Laboratories Limited ('Target Company') from its Public Shareholders. The Offer Price of ₹110.00/- has been determined in accordance with the parameters prescribed under Regulations 8 (1) and 8 (2) of the SEBI (SAST) Regulations per Offer Share, payable in cash, assuming full acceptance aggregating to a maximum consideration of aggregating to an amount of $\text{\texttt{[4,29,00,000.00]}}$ - that will be offered to the Public Shareholders who validly tender their Offer Shares.

This Offer is triggered in compliance with the provisions of Regulations 3 (1), and 4 of the SEBI (SAST) Regulations, pursuant to the execution of the Share Purchase Agreement dated Tuesday, February 18, 2025, wherein the Acquirer has agreed to acquire 4.18.281 Sale Shares, representing 27.89% of the Voting Share Capital of the Target Company from the Selling Promoter Shareholders, namely being, M/s Citric India Limited (Selling Promoter Shareholder 1), and Mrs. Shanta Somani (Selling Promoter Shareholder 2) at a negotiated price of ₹100.00/- per Sale Share, aggregating to an amount of ₹4,18,28,100.00/-, payable subject to the terms and conditions specified in the said Share Purchase Agreement.

In light of the above and in accordance with the provisions of Regulations 18(7) of the SEBI (SAST) Regulations, the Pre-Open Offer Advertisement cum corrigendum to the Letter of Offer ('Pre-Open Offer Advertisement') for the aforesaid Offer have hereby published today, i.e., Wednesday, May 21, 2025 in Financial Express (English daily) (All Editions), Jansatta (Hindi daily) (All Editions) and Mumbai Lakshadeep (Marathi Daily) (Mumbai Edition) ('Newspapers') and the same has been enclosed herewith for your kind perusal ('Pre-Open Offer Advertisement').

A copy of one of the said e-Newspaper has been enclosed herewith for your kind perusal.

We hope your good self will find the above in order and we request you to kindly upload the Pre-Open Offer Advertisement on your website at the earliest.

Thank you for your attention to this matter.

ES AND SE waraj Shai es and Securities Private Limited Lanmov (Director) INV Encl.: As abov

Swaraj Shares and Securities Private Limited

[email protected]

[email protected]

www.swarajshares.com

+91 9874283532

+91 8097367132

Registered Office - 21 Hemant Basu Sarani, 5th Floor, Room No 507, Kolkata - 700001, West Bengal, India Branch Office - Unit 304, A Wing, 215 Atrium, Near Courtyard Marriot, Andheri Kurla Road, Andheri East, Mumbai - 400093, Maharashtra, India

FINANCIAL EXPRESS

30

PRE-OFFER ADVERTISEMENT AND CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT UNDER REGULATION 18(7) IN TERMS OF
SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

CHEMO PHARMA LABORATORIES LIMITED ed company incorporated under the provi ions of the Comp

Corporate Identification Number: L99999MH1942PLC0035 Office: 5, Kumud Apartment CHS Limited. Kamik Road Chikan Ghar, Kalyan - 421301, Thane, Maharashtra, India;
Contact Number: 022-22078381 / 022-22078382; E-mail Address: [email protected];

Website: www.thechem THIS PRE-OFFER ADVERTISEMENT CUM CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT IS ISSUED BY SWARAJ SHARES AND

SECURITIES PRIVATE LIMITED. THE MANAGER TO THE OFFER. ON BEHALF OF M/S ATIBHA AGRISEEDS PRIVATE LIMITED (ACQUIRER). EXERCISE TO CONTROL THE INTERNATIONAL TO AS THE ACQUIRER, FOR ACQUISITION OF UP TO 3,90,000 OFFER SHARES, REPRESENTING
26.00% OF THE VOTING SHARE CAPITAL OF CHEMO-PHARMA LABORATORIES LIMITED, AT AN OFFER PRICE OF ₹110.00/-SHARE, PAYABLE IN CASH, TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY, IN ACCORDANCE WITH THE PROVISIONS OF REGULATION 18 (7) OF SEBI (SAST) REGULATIONS ('PRE-OFFER CUM CORRIGENDUM TO THE DETAILED PUBLIC STATEMENT ADVERTISEMENT') ndum to the Detailed Public Statement Advertisement is to be read in conjunction with the: a) Public Anno This Pre-Offer cum corrig dated Tuesday, February 18, 2025 ('Public Announcement'), (b) Detailed Public Statement dated Friday, February 21, 2025, in connection with this Offer, published on behalf of the Acquirer on Monday, February 24, 2025, in Financial Express (English daily) (All India Edition), Jansatta (Hindi daily) (All India Edition) and Mumbai Lakshadeep (Marathi daily) (Mumbai Edition) ('Newspapers') ('Detailed Public Statement'), (c) Draft
Letter of Offer dated Friday, February 28, 2025 filed and submitted with SEBI Letter of Order Laterate Principle 28, 2025 filed Monday, May 12, 2025, along with the Form of Acceptation 16 (1) of the SEBI (SAS 1)
Regulations (Toral Letter of Offer), (e) Letter of Offer Colored Monday, May 12, 2025, a

this Pre-Offer Advertisement cum Corrigendum to the Detailed Public Statement of the Target Company are hereinafter collectively referred to as 'Offer Documents') issued by the Manager on behalf of the Acquirer.

Public Shareholders of the Target Company are requested to kindly note the following:

For capitalized terms used hereinafter, please refer to the Paragraph 1 titled as 'Definitions and Abbreviations' on page 8 of the Letter of Offer.

• A. Offer Price
• The Offer is being made at a price of ₹110.00/- per Offer, payable in cash

There has been no revision in the Offer Price.

Recommendations of the Committee of Independent Directors ('IDC') В.

A Committee of Independent Directors of the Target Company comprising of Ms. Simiran Ankleshwar Tripathi as the Chairperson of the IDC Ms. Sarvagya Goel, and Ms. Shilpy Chopra, members of IDC approved their recommendation on the Offer on Monday, May 19, 2025, and published in the Newspapers on Tuesday, May 20, 2025. The IDC Members are of the opinion that and take an informed decision.

• C. Other details with respect to Offer
• This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations. There has been no competitive bid to the Offer. The Letter of Offer has been dispatched on Thursday, May 15, 2025, to the Public Shareholders of the Target Company whose names appeared on the register of members as on the Identified Date, i.e., Wednesday, May 07, 2025. The dispatch has been carried out through post to those
  Public Shareholders who had not registered their e-mail addresses with the Deposi (e-mail) to those Public Shareholders whose e-mail addresses were registered with the Depositories and/or the Target Company
• The Draft Letter of Offer dated Friday, February 28, 2025, was filed and submitted with SEBI pursuant to the provisions of Regulation 16 (1) of the SEBI (SAST) Regulations, for its Observations. In pursuance of which all the observations received from SEBI vide letter bearing reference
  number SEBI (SAST) Regulations, for its Observations. In pursuance of which all incorporated in the Letter of Offer
• Except as stated hereinafter, there have been no material changes in relation to the Offer, other than those already disclosed in the Letter of Offer
• 4.1. Public Shareholders of the Target Company are requested to take note that, pursuant to this Corrigendum to the Letter of Offer, the date mentioned under "Offer Closes on" in the Form of Acceptance-cum-Acknowledgement on page 65 of the Letter of Offer shall be read as Wednesday, June 04, 2025.
• Please note that a copy of the Letter of Offer is also available and accessible on the websites of SEBI at www.sebi.gov.in, the Target Company at www.thechemopharmalaboratoriestld.com, the Registrar to the Offer at www.int www.swarajshares.com, and BSE Limited at www.bseindia.com, from which the Public Shareholders can do ad/print the same

D. Instructions for Public Shareholders

• a) In case of Equity Shares are held in the Dematerialized Form: The Public Shareholders who are holding Equity Shares in electronic In case or Leurus of their September Insulation of the Capity Shares in this Offer shall approach their respective Selling Broker indicating to their Selling
  Broker the details of Equity Shares that such Public Shareholder before market hours close on the last day of the Tendering Period. For further information, kindly refer to Paragraph 9.8. titled as 'Procedure for tendering the Equity Shares held in Dematerialized Form' on page 44 of the Letter of Offer.
• In case of Equity Shares are held in Physical Form: As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations and SEBI's press release dated 3 December 2018, bearing reference no. PR 49/2018, requests for transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository with effect from 1 April 2019. However, in accordance with the circular issued by SEBI bearing
  reference number SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated 31 July 2020, sharehol shares in an open offer. Such tendering shall be as per the provisions of the SEBI (SAST) Regulations. Accordingly, Public Shareholders holding Equity Shares in physical form as well are eligible to tender their Equity Shares in this Offer as per the provisions of the SEBI (SAST) Regulations Public Shareholders who are holding Equity Shares in physical form and intend to participate in the Offer will be required to approach their respective Selling Broker along with the complete set of documents for verification procedures to be carried out, including the (i) original share certificate(s),
  (ii) valid share transfer form(s), i.e. Form SH-4, duly filled and sig per the specimen signatures registered with the Target Company) and duly witnessed at the appropriate place, (iii) self-attested copy of the shareholder's PAN Card, (iv) Form of Acceptance duly completed and signed in acco Public Shareholders whose name(s) appears on the share certificate(s) in the same order in which they hold Equity Shares, and (v) any other relevan documents such as power of attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death certificate
  and succession certificate or probated will, if the original shareholder has Paragraph 9.7. titled as 'Procedure for tendering Equity Shares held in Physical Form' on page 43 of the Letter of Offer.
• Procedure for tendering the Shares in case of non-receipt of the Letter of Offer: Public Shareholders who have acquired Equity Shares but The contract of the records of Depositories on the Identified Date, or unregistered owners or those who have acquired Equity
  Shares after the Identified Date, or those who have not received the Letter of Offer, may also pa the Letter of Offer, such Public Shareholders of the Target Company may download the same from the SEBI website (www.sebi.gov.in) or obtain a copy of the same from the Registrar to the Offer on providing suitable documenta Company. Alternatively, in case of non-receipt of the Letter of Offer, shareholders holding the Equity Shares may participate in the Offer by providing their application in plain paper in writing signed by all shareholder(s), stating name, address, number of shares held, client ID number, DP name, their application in plain paper in writing signed by all shareholder(s), s in the electronic platform to be made available by Stock Exchanges before the closure of the Offer. For further information, kindly refer to the Paragraph 9.24. titled as 'Procedure for tendering Equity Shares in case of non-receipt of the Letter of Offer' on page 46 of the Letter of Offer

Status of Statutory and Other Approvals

As on the date of this Letter of Offer, there are no statutory or other approvals required for implementing the Offer except as mentioned in the Letter of Offer. For further information, kindly refer to the Paragraph 8.3. of Letter of Offer.

Procedure for Acceptance and Settlement of Offer

The Open Offer will be implemented by the Acquirers through Stock Exchange mechanism made available by BSE Limited in the form of separate window (Acquisition Window) as provided under the SEBI (SAST) Regulations, SEBI circular bearing reference number CIRICFD/POLICYCELL/
1/2015 dated 13 April 2015, as amended read along with SEBI Circular CFD/DCR2/CIR/P/2016 SEBI/HO/CFD/DCR-III/CIR/P/2021/615 dated August 13, 2021, a lien shall be marked against the shares of the shareholders between the tender offers. Upon finalisation of the entirement, only accepted quantity of shares shall The lien marked against unaccepted shares shall be released. The detailed procedure for tendering and settlement of shares under the revised mechanism is specified under the Paragraph 9 titled as 'Procedure for Acceptance

(1) There has been no competing offer for this Offer.

Note.

• Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the Letter of Offer would be $(2)$ sent in accordance with the SEBI (SAST) Regulations. It is clarified that all the Public Shareholders (even if they acquire Equity Shares
  and become shareholders of the Target Company after the Identified Date) are eligibl Tendering Period.
• (3) These actions set out above may be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations Documents for Inspection

The copies of the documents listed under Paragraph 11 titled as 'Documents for Inspection' on page 59 of the Letter of Offer will be available for inspection at the principal place of business of the Manager to the Offer, Swaraj Shares and Securities Private Limited, located at Unit No 304, A Wing, 215 Atrium, Courtyard Marriot, Andheri East, Mumbai- 400093, Maha Standard Time) and 5:00 p.m. (Indian Standard Time) during the Tendering Period commencing from Thursday, May 22, 2025, to Wednesday June 04, 2025. Further, in light of SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2020/139 dated July 27, 2020, read with SEBI Circular SEBI/CIR/CFD/ DCR1/CIR/P/2020/83 dated May 14, 2020, copies of the following documents will be available for inspection to the Public Shareholders electronically during the Tendering Period. The Public Shareholders interested to inspect any of the following documents can send an email from their registered email-ids (including shareholding details and authority letter in the event the Public Shareholder is a corporate body) with a subject line ["Documents for Inspection - CHEMOPH Open Offer"], to the Manager to the Open Offer at [email protected]; and upon receipt and processing
of the received request, access can be provided to the respective Public Shareholders fo

The Acquirer accept full responsibility for the information contained in this Pre-Offer cum Corrigendum to the Detailed Public Statement Advertisement
(other than such information as has been obtained from public sources o undertake that they are aware of and will comply with their obligations under the SEBI (SAST) Regulations in respect of this Open Offer. The Acquirer will be severally and jointly responsible for ensuring compliance with t Corrigendum to the Detailed Public Statement Advertisement on behalf of the Acquirer have been duly and legally authorized to sign this Letter of Offer

This Pre-Offer Advertisement and Corrigendum to the Detailed Public Statement will also be accessible on the websites of SEBI at www.sebi.gov.ir the Target Company at www.thechemopharmalaboratoriesltd.com the Registrar to the Offer at www.integratedregistry.in, the Manager to the Offer at www.swarajshares.com, and BSE Limited at www.bseindia.com.

Issued by the Manager to the Offer on behalf of the Acquirer