Sakuma Exports : Corrigendum-cum-Addendum to DLOF (Draft Offer Document filed with SEBI)

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THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA.

SAKUMA EXPORTS LIMITED

Our Company was initially formed as a partnership firm in the name of Sakuma Exports on December 1, 1998 at Mumbai and was subsequently converted into a Public Limited Company under Part IX of the Companies Act, 1956 with the name of Sakuma Exports Limited vide Certificate of Incorporation dated August 31, 2005 and date of certificate of commencement of business September 05, 2005 issued by Registrar of Companies, Maharashtra. For details of changes in the registered office of our Company, please refer to the chapter entitled 'General Information' beginning on page no. 38 of the Draft Letter of Offer.

Registered Office: Aurus Chamber, A 301-302, Near Mahindra Tower, S S Amrutwar Lane, Worli-400013, Mumbai, Maharashtra, India; Tel. No.: +91 22 24999021/ 22; Email:companysecretary@sakumaexportsltd.com;Website: www.sakumaexportltd.com;Contact Person: Ms. Khyati Bipin Jobanputra, Company Secretary & Compliance Officer Corporate Identification Number: L51909MH2005PLC155765

CORRIGENDUM -CUM-ADDENDUM TO THE DRAFT LETTER OF OFFER DATED FEBRUARY 23, 2023 (THE "DRAFT LETTER OF OFFER" OR THE "DLOF"): NOTICE TO INVESTORS (THE "CORRIGENDUM-CUM-ADDENDUM")

OUR PROMOTERS: MR. SAURABH MALHOTRA and MRS. KUSUM CHANDER MOHAN MALHOTRA

ISSUE OF UP TO [●] EQUITY SHARES WITH A FACE VALUE OF RE. 1.00 EACH ("RIGHTS EQUITY SHARES") OF OUR COMPANY FOR CASH AT A PRICE OF [●] EACH INCLUDING A SHARE PREMIUM OF [●] PER RIGHTS EQUITY SHARE ("ISSUE PRICE") FOR AN AGGREGATE AMOUNT UP TO Rs. 200.00

CRORES* ON A RIGHTS BASIS TO THE ELIGIBLE EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] RIGHTS EQUITY SHARES FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE ELIGIBLE EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] DAY, [●] (THE "ISSUE"). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE 180 OF THE DLOF.

• Assuming full subscription. Subject to finalization of the Basis of Allotments.

This is with reference to the DLOF filed by the Company with the Securities Exchange Board of India ("SEBI") and the Stock Exchanges. Potential Shareholders may note the following and for details the Shareholders/ Investors may scan the QR code as mentioned in this advertisement:

1. Under the section titled "Summary of the Draft Letter of Offer" beginning from page 16 of the DLOF, certain information shall be updated and/ or added, as provided beginning on page 1 of the Corrigendum-cum-Addendum.
2. Under the section titled "Risk Factors" beginning from page 20 of the DLOF, certain Risk Factors shall be updated and/ or added, as provided beginning on page 2 of the Corrigendum- cum-Addendum.
3. Certain updates have also been made to the section "Objects of the Offer" starting on page 48 of the DLOF and accordingly, the entire section on pages 48 to 53 of the DLOF (both pages included) is substituted by the updated "Objects of the Offer" section, as provided beginning on page 5 of this Corrigendum-cum-Addendum.
4. The section "Industry Overview" on pages 60 to 71 of the DLOF (both pages included) is substituted by the updated "Industry Overview" section, as provided beginning on page 11 of the Corrigendum-cum-Addendum.
5. Under the section titled "Business Overview" beginning from page 72 of the DLOF, business process and certain additional information shall be updated and/ or added, as provided beginning on page 21 of the Corrigendum-cum-Addendum.
6. The consequent changes and/ or additions as made in the respective above sections shall be accordingly disclosed in the DLOF wherever applicable.

The above changes and/ or additions are to be read in conjunction with the DLOF, unless indicated otherwise, and accordingly their references in the DLOF stand updated pursuant to the Corrigendum-cum-Addendum to the DLOF. The information in this Corrigendum-cum-Addendum supplements the DLOF and updates the information in the DLOF, as applicable. Please note that the information included in the DLOF will be suitably updated, including to the extent stated in this Corrigendum-cum-Addendum, as may be applicable in the Letter of Offer, as and when filed with the SEBI and the Stock Exchanges. Shareholders/ Investors should read the Letter of Offer as and when filed with the SEBI and the Stock Exchanges before making an investment decision in the Issue.

All capitalized terms used in this Corrigendum-cum-Addendum shall, unless the context otherwise requires, have the meaning ascribed to them in the DLOF.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be issued or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The Corrigendum-cum-Addendum is filed with SEBI and shall be made available on the website of SEBI at www.sebi.gov.in, on the websites of the Stock Exchanges i.e. NSE and BSE at www.nseindia.com and www.bseindia.com, respectively and the websites of Lead Manager ("LM"), i.e. First Overseas Capital Limited at www.focl.in.

Our Company is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to issue Equity Shares on a rights basis and has filed a DLOF dated February 23, 2023 with SEBI and Stock Exchanges. The DLOF and the Corrigendum-cum-Addendum to the DLOF shall be available on the website of SEBI at www.sebi.gov.in,the websites of the Stock Exchanges i.e., NSE at www.nseindia.comand BSE at www.bseindia.com,respectively, and the website of the LM i.e. First Overseas Capital Limited at www.focl.in.Potential Shareholders/ Investors should note that investment in securities involves a high degree of risk and are requested to refer to the DLOF, including the section "Risk Factors" beginning on page 20 of the DLOF in making investment decisions. This Corrigendum-cum-Addendum to the DLOF has been prepared for publication in India and may not be released in the United States. This Corrigendum-cum-Addendum to the DLOF does not constitute an offer of Equity Shares for sale in any jurisdiction, including the United States, and any Equity Shares described in this announcement may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended, or an exemption from registration. There will be no public offering of Equity Shares in the United States.

SUMMARY OF THE DRAFT LETTER OF OFFER

Following shall be updated and/or added under the section titled "Summary of the Draft Letter of Offer" beginning from page 16 of the DLOF:

Summary of Industry

India's Agriculture Trade

Export of agricultural commodities has helped producers to take advantage of wider international market which, in turn, has incentivized their domestic production. Crops exported in large quantities viz. rice, sugar, and spices have witnessed significant increase in area coverage and growth rate of production. India has emerged as a significant Agri-exporter in crops like rice, spices, cotton, oil meal cake, castor oil, coffee, cashew, tea, fresh vegetables and sugar.

Major destinations of exports for India's Agri and Allied commodities were Bangladesh, United States of America, China, Vietnam, United Arab Emirates, Indonesia, Saudi Arabia, Malaysia, Nepal, Egypt, Sri Lanka, Netherlands, Iran, Iraq, United Kingdom, Japan and Thailand.

Major sources of import of India's Agri and Allied commodities are Indonesia, Malaysia, Argentina,Ukraine, United States of America, Brazil, Nepal, Thailand, Myanmar, Singapore, Afghanistan, Tanzania,Vietnam, United Arab Emirates, Bangladesh, China, Canada, Netherlands, Sri Lanka and Australia.

Source: http://agricoop.gov.in/en/AgricultureTrade

INDIAN SUGAR INDUSTRY

Indian Sugar Mills Association (ISMA) preliminary estimates pointed to gross sugar production (without considering ethanol diversion) of around 41 million MT in SY2023. However, on account of prolonged rains in Maharashtra as well as select northern states, the yield may moderate against initial expectations, along with lower crushing days expected for Maharashtra and Karnataka. Therefore, as per second AE for SY2023 by ISMA, the net sugar production was expected to remain at 34.0 million MT, post diversion of 4.5 million MT of sugar towards ethanol production. As per the latest estimates by ISMA, the net sugar production is expected to moderate further to 32.8 million MT post diversion of 4.0 million MT of sugar towards ethanol production.

Domestic sugar production stood at 32.3 million MT till June 15, 2023, for SY2023 (lower by 8%) against 35.2 million MT during the same period in the previous season. This was mainly due to lower cane yields and uneven distribution of rainfall in Maharashtra. The contraction in production was primarily driven by lower crushing days in Maharashtra with production declining by 23% compared to the same period in the previous season. The highest sucrose diversion towards ethanol is estimated from U.P. at 1.4 million MT, followed by Maharashtra at

1.3 million MT and Karnataka at 1.0 million MT in SY2023. Source: www.icra.in; ICRA Research report-June 2023

Objects of the Issue

We intent to utilize the Net Proceeds as set forth in the following table:

• Assuming full subscription and Allotment in the Issue. Subject to finalization of the Basis of Allotment and the Allotment of the Equity Shares. While the amount is subject to adjustment upon finalization of Issue related expenses, however, in no event, shall amount utilization towards general corporate purposes shall not exceed 25% of the Gross Proceeds.

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RISK FACTORS

Following Risk Factors shall be updated and/or added under the section titled "Risk Factors" beginning from page 21 of the DLOF:

INTERNAL RISK FACTORS

1. Since company is engaged in business of trading of agricultural commodities, especially sugar, our company is dependent on continued supply of agro commodities and fluctuations in agro commodities pricing including the taxes and levies on the agro commodities, especially sugar, could have adverse impact on our Company's business, financial condition and profitability.
   Our major products include Agro based products, especially sugar. The timely availability, cost and quality of any of these products being supplied to us plays an important role in building strong foundation for our business operations and client retention and/ or acquisitions. If any disruption is there in either of the factors mentioned above which are not under our control, including general economic conditions, competition, production levels, transportation costs, Minimum Indicative Export Quotas (MIEQ), government taxes and levies, and import-export duties and if, for any reason, our regular/primary suppliers refuse or delay or discontinue the delivery of all or certain products to us in the quantities we need and at prices that are competitive, our ability to meet our order requirements shall come to a temporary standstill and our delivery schedules could be disrupted, and we may not be able to complete and execute our projects as per schedule or at estimated costs. Further, we may also not be able to pass on any increase in the prices of these products to our customers which could affect our results of operations and impact our financial condition.
   Further, we currently do not have any long term tie-ups or agreements for supply of any of products and this may expose us to the changes in the prices of agro commodity products. The increase in prices of the products increases our expenditure hence our profitability if we are not able to pass the expenses on to our customers. Any decrease in the availability of these products for whatever reason, could adversely affect our execution capacity and profitability.
2. We are dependent on third party transportation service providers for delivery of agricultural produce or commodities to us from our suppliers and delivery of our products to our customers. We have not entered into any formal contracts with our transport providers and any failure on part of such service providers to meet their obligations could adversely affect our business, financial condition and results of operation.
   We are significantly dependent on third party transportation providers for the delivery of agricultural produce or commodities to us and delivery of the same to our customers. For details on our location-wisebreak-up, please refer to "Our Business Overview- product wise and location wise sales as derived from the Audited Consolidated Financial Statements for FY 2022-23", on page no. 74 of the Draft Letter of Offer. Such services include clearing and forwarding, transportation, material handling and ocean freight. Uncertainties and risks such as transportation strikes, failure to book vessels or delay in supply of raw materials and products due to port congestions, vessel / vehicle breakdown could have an adverse effect on our supplies and deliveries to and from our customers and suppliers. Additionally, agricultural produce or commodities may be lost or damaged in transit for various reasons including occurrence of accidents or natural disasters. A failure to procure or transport the agricultural produce and commodities or to deliver the same to our distribution intermediaries in a timely, efficient and reliable manner could adversely affect our business, results of operations and financial condition. However, there has been no such instances in the last three financial years, which had an adverse impact on the business and the financials position of our Company.
   Further, we have not entered into any long-term agreements with our transporters and the costs of transportation are generally based on mutual terms and the prevailing market price. In the absence of such agreements, we cannot assure that the transport agencies would fulfill their obligations or would not commit a breach of the understanding with us. In the event that the agricultural produce or commodities suffer damage or are lost during transit, we may not able to prosecute the agencies due to lack of formal agreements. Further, the transport agencies are not contractually bound to deal with us exclusively, we may face the risk of our competitors offering better terms or prices, which may cause them to cater to our competitors alongside us or on a priority basis, which could adversely affect our business, results of operations and financial condition.

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1. We are subject to risks arising from exchange and/or interest rate fluctuations, which could adversely affect our business, prospects, results of operations and financial condition.
   Our exchange rate risk primarily arises from our foreign currency functional-revenues, costs and foreign currency exports of agro-commodities. Although our functional currency is, and our accounts are prepared in, Indian Rupees, we transact a portion of our business in other currencies also. The foreign exchange fluctuation, thus, affects both our revenues and expenditures. Based on our Audited Consolidated Financial Statements, our foreign currency gain including hedge our foreign currency exposure is Rs. 574.66 Lakhs for Fiscal 2022 and our foreign currency loss including hedge our foreign currency exposure is (Rs. 568.42 Lakhs) for Fiscal 2023. Based on our Audited Consolidated Financial Statements, total revenue from our foreign currency earning is Rs. 192,958.70 Lakhs and Rs. 194,998 Lakhs for Fiscal 2023 and 2022, respectively which accounts to 60.81% and 68.34 % of our total revenue from operations for Fiscal 2023 and 2022, respectively and our total expenditure from our foreign currency expenditure is Rs. 40023.99 Lakhs and Rs. 36973.17 Lakhs for Fiscal 2023 and 2022, respectively which accounts to 14.16% and 13.08% of our total expenditure for Fiscal 2023 and 2022, respectively. To this extent, the revenues and expenditures will be higher or lower depending on the depreciation or appreciation of Indian Rupee in foreign currency terms.
   Although we hedge our foreign currency exposure, our financials may still be impacted by fluctuations in the exchange rates between the Indian rupee and other currencies. Historically, the Rupee has depreciated as compared to the U.S. dollar and since we transact a portion of our business in U.S. dollars, the reported sales in Rupee terms exhibits a growth partly influenced by the depreciating Rupee and there can be no assurance that the growth of our international operations in the future will also benefit from a similar trend. Further, if such depreciation continues in the future it will increase our Rupee cost of imports and costs. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the variability of currency exposure and the potential volatility of currency exchange rates. Therefore, changes in the exchange rate between the Rupee and the U.S. dollar and other non-Rupee currencies may have an adverse effect on our income which in turn may adversely affect our business, results of operations and financial condition.
2. Any adverse change in regulations governing our products and the products of our customers, may adversely impact our business prospects and results of operations.
   Our Company has exported various agriculture commodities namely rice, maize, sugar and other agro commodities during the last 3 financial years. Further, Government of India frames the export and import policies for agricultural products and decisions on lifting and imposing bans on export/import of individual agricultural products keeping several factors in mind, such as availability of surplus over the domestic requirements (including the requirement of buffer stock and strategic reserve, if any), concerns of food security, diplomatic/humanitarian considerations, international demand and supply situation, price competitiveness, payment of minimum support prices, requirement from government certifications for export of agricultural produce and commodities, need to balance between remunerative prices to the growers and availability of agricultural products to common man at affordable prices.
   As per ICRA Research report-June 2023, the Government had an export quota of 11.2 million MT for SY2022 that in turn resulted in substantial destocking in India. For SY2023, the export policy permitted export of 6.1 million MT that would keep closing stock levels at an optimum level which further helped in maintaining domestic sugar prices and also supported the liquidity of sugar mills. However, the export quota for SY2024 is yet to announced by the Government. In case the government decides to decrease the export quota for SY2024 as compared to SY2023 and/ or bring in additional restrictions, our revenues from sugar will be impacted which may adversely impact our overall business, results of operations and financial condition.
   Our Company has a strong presence in agro commodities trading segment especially sugar thereby enabling us to strategize and switch over exports/imports from one commodity to another in accordance with change in demand or season or inconsistency in pricing or change in government policies for any commodity during any season.
   Regulatory requirements with respect to trading in agricultural products and commodities are subject to change. Our Company may be required to alter our procurement or distribution process and target markets and incur expenditure to achieve compliance with such new regulatory requirements applicable to us and our customers. We cannot assure you that we will be able to comply with the regulatory requirements. If we fail to comply with new statutory or regulatory requirements, there could be a delay procurement and/or export of the agricultural produce and commodities. Moreover, if we fail to comply with the various conditions attached to such approvals, licenses, registrations and permissions once received, the relevant regulatory body may suspend, curtail or revoke our ability to trade in such agricultural commodities and/or we may be deemed

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