PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF PUBLIC SHAREHOLDERS OF

INANNA FASHION AND TRENDS LIMITED

(Formerly known as Frontline Business Solutions Limited)
[Corporate Identification Number: L17200MH1994PLC076018]

UNDER REGULATIONS 3(1) AND 4 READ WITH REGULATION 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED, (“TAKEOVER
REGULATIONS”)

OPEN OFFER (“OFFER”) FOR ACQUISITION OF UP TO 94,44,260 (NINETY FOUR LAKHS FORTY FOUR THOUSAND TWO
HUNDRED SIXTY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. 5 EACH (“EQUITY SHARES”), BY MR. RAHUL
SARAF (“ACQUIRER”) PURSUANT TO ALLOTMENT OF 1,50,00,000 WARRANTS WHICH WILL BE CONVERTED INTO EQUAL
NUMBER OF EQUITY SHARES (ASSUMING FULL CONVERSION OF WARRANTS), REPRESENTING 26% OF INANNA FASHION
AND TRENDS LIMITED (“TARGET COMPANY”) ON A FULLY DILUTED BASIS, AS OF THE TENTH WORKING DAY FROM
THE CLOSURE OF THE TENDERING PERIOD OF THE OPEN OFFER (i.e. 3,63,24,078 EQUITY SHARES “VOTING SHARE
CAPITAL”), FROM THE ELIGIBLE SHAREHOLDERS OF THE TARGET COMPANY FOR CASH AT A PRICE OF RS. 8/- PER
EQUITY SHARE BY ACQUIRER.

THIS PUBLIC ANNOUNCEMENT (“PA”) IS BEING ISSUED BY SAFFRON CAPITAL ADVISORS PRIVATE LIMITED (“MANAGER
TO THE OFFER”), FOR AND ON BEHALF OF THE ACQUIRER TO THE PUBLIC SHAREHOLDERS OF THE TARGET COMPANY
PURSUANT TO AND IN COMPLIANCE WITH, AMONG OTHERS, REGULATIONS 3(1) AND 4 OF THE TAKEOVER
REGULATIONS READ WITH REGULATION 15(1) OF THE TAKEOVER REGULATIONS.

1) OFFER DETAILS

1.1 Offer Size: The Acquirer hereby makes this Open Offer to all the Public Shareholders of the Target Company, other than the Acquirer and the
Promoter and Promoter Group Members to acquire up to 94,44,260 (Ninety Four Lacs Forty Four Thousand Two Hundred Sixty) fully paid
Equity Shares of the Target Company, of face value Rs. 5/- each (each an “Offer Share”) representing 26% (Twenty Six per cent) of the Voting
Share Capital of the Target Company, at a price of Rs. 8 (Indian Rupees Eight only) per Offer Share (“Offer Price”) aggregating to Rs.
7,55,54,080 (Indian Rupees Seven Crores Fifty Five Lacs Fifty Four Thousand Eighty only),(the “Offer Size”), subject to the terms and
conditions mentioned in this Public Announcement (“PA”), the Detailed Public Statement (“DPS”) and the letter of offer that may be issued in
accordance with the Takeover Regulations.

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1.2 Offer Price/ Consideration: Rs. 8/-per Offer Share of face value of Rs. 5 each, is calculated in accordance with Regulation 8(2) of the Takeover
Regulations, aggregating to a consideration of Rs. 7,55,54,080 (Indian Rupees Seven Crores Fifty Five Lacs Fifty Four Thousand Eighty only),
assuming full acceptance in the Open Offer.

1.3 Mode of payment: The Offer Price will be paid in cash, in accordance with the provisions of Regulation 9(1)(a) of the Takeover Regulations.

1.4 Type of offer: The Offer is a mandatory offer in compliance with Regulations 3(1) and 4 of the Takeover Regulations.

1.5 There are no Persons Acting in Concert with the Acquirer.

2) TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UNDERLYING TRANSACTION)

DETAILS OF UNDERLYING TRANSACTION

Type of Mode of Transaction (Agreement/ Allotment/ Shares / Voting rights Total Mode of Regulation
Transaction Market purchase) acquired/ proposed to be Consideration payment which has
(direct/ Acquired for shares /VRs (Cash/ triggered
*
indirect) Number % vis a vis acquired (INR) securities)
Voting
Share
Capital.
Direct Acquisition of Equity Shares through Share Purchase 34,37,798 9.46% 68,75,596 Cash 3(1) & 4 of
Agreement dated January 30, 2018 (“SPA”) entered into the
between the Acquirer and Sellers Takeover
AND Regulations
Resolution passed at the meeting of the Board Directors
of the Target Company held on January 30, 2018 for $1,50,00,000 41.29% 12,00,00,000 Cash
issue of 1,50,00,000 Warrants on preferential basis
under Section 62 and other applicable provisions of the
Companies Act, 2013 and in terms of SEBI (ICDR)
Regulations 2009, subject to shareholders and statutory /
regulatory approvals (“Preferential Allotment”)
Total 1,84,37,798 50.76% 12,68,75,596
*
On fully diluted capital post preferential allotment, assuming full conversion of Warrants
$
Assuming full conversion of Warrants

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3) ACQUIRERS/ PAC

Details Acquirer Total

Name of Acquirer/PAC(s) Mr. Rahul Saraf 1
Address/Registered Office 503- A, Jal Darshan, Ruia Park, -
Gandhigram Road, Juhu, Mumbai-
400049
Name(s) of persons in control /promoters of Acquirer/ PACs where Acquirer/ Not Applicable -
PAC are companies
Name of the Group, if any, to which the Acquirer/PAC belongs to Acquirer is the founder of -
Maxgrow Group
Pre Transaction shareholding
• Number NIL NIL
• % of total share capital NIL NIL
Proposed shareholding after the acquisition of shares which triggered the Open * 1,84,37,798 Equity Shares ; * 1,84,37,798 Equity Shares ;
Offer 50.76% 50.76%
Any other interest in the TC Resolution passed at the meeting of the Board Directors of the
Target Company held on January 30, 2018 for issue of Warrants on
preferential basis to the Acquirer under Section 62 and other
applicable provisions of the Companies Act, 2013 and in terms of
SEBI (ICDR) Regulations 2009, subject to shareholders and
statutory / regulatory approvals.
(* on fully diluted capital post preferential allotment, assuming full conversion of Warrants)

4) DETAILS OF SELLING SHAREHOLDERS

Name of the Selling Shareholders Part of promoter Details of shares/ voting rights held by the Selling Shareholders
group (Yes/ No) Pre Transaction Post Transaction
Number % Number %
Manju Sureka Yes 1,60,000 0.75
Natwar Sureka Yes 6,47,020 3.03
NIL
Tushar Surekha Yes 3,57,400 1.68
Apogee Business Solutions Private Yes 22,73,378 10.66
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Name of the Selling Shareholders Part of promoter Details of shares/ voting rights held by the Selling Shareholders
group (Yes/ No) Pre Transaction Post Transaction
Number % Number %
Limited
Total 34,37,798 16.12
(Source: www.bseindia.com)

5) TARGET COMPANY

5.1 Name: Inanna Fashion and Trends Limited.

5.2 Corporate Identification Number: L17200MH1994PLC076018

5.3 Registered Office: A/9, The Parle Colony Co-Operative Housing Society Limited, Sahakar Road, Vile Parle (East), Mumbai- 400057, India

5.4 Exchange where listed: BSE Limited (BSE Script Code: 521167)

6) OTHER DETAILS

6.1 The details of the open offer would be published in the newspapers vide a Detailed Public Statement (“DPS”) on or before February 06, 2018 in
compliance with Regulation 13(4) of the Regulations.

6.2 The Acquirer undertakes that he is fully aware of and will comply with his obligations, laid down in the Takeover Regulations and that he has
adequate financial resources to meet his obligations in relation to the Offer.

6.3 This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the Regulations and is not a competitive bid
in terms of Regulation 20 of the Regulations.

6.4 Completion of the Offer and the underlying transaction, as envisaged under the SPA and Preferential Allotment, is subject to satisfaction of the
conditions precedent set out in the SPA and receipt of statutory approvals required, if any

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ISSUED BY MANAGER TO THE OFFER ON BEHALF OF THE ACQUIRER

SAFFRON CAPITAL ADVISORS PRIVATE LIMITED

[Company Identification Number: U67120MH2007PTC166711]
605, Sixth Floor, Centre Point, J.B. Nagar, Andheri (East), Mumbai - 400 059;
Tel. No.: +91 22 4082 0914; Fax No.: +91 22 4082 0999; Email id: [email protected];
Website: www.saffronadvisor.com;
Investor grievance: [email protected];
SEBI Registration Number: INM 000011211; Validity: Permanent
Contact Person: Amit Wagle/ Shikha Jain

ACQUIRER

Sd/-
MR. Rahul Saraf
Address: 503- A, Jal Darshan, Ruia Park, Gandhigram Road, Juhu, Mumbai- 400049; Email: [email protected]

Place: Mumbai
Date: January 30, 2018

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