VC Corporate Advisors Pvt Ltd ("Manager to the Offer") has submitted to BSE a copy of Letter of Offer for the attention of the equity shareholders of J.A. Finance Ltd ("Target Company").

LETTER OF OFFER “This Document is important and requires your immediate attention” This Letter of Offer (“LOF”) is sent to you as an equity shareholder(s) of J.A. FINANCE LIMITED. If you require any clarifications about the action to be taken, you may consult your Stock Broker or Investment Consultant or Manager/Registrar to the Offer. In case you have recently sold your equity shares of the Target Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement and Transfer Deed to the Member of Stock Exchange through whom the said sale was affected. OPEN OFFER BY MR. SACHIN ISHWARCHAND GOYAL (“ACQUIRER 1”) 94/4/5, Polaris Apartment, Flat No. 1001, Prabhat Road, Erandwana, Near Kamala Nehru Park, Pune - 411004, Phone No.: +91 9822503586, Email: sg.pristinedevelopers@gmail.com MR. NUMAN SACHIN GOYAL (“ACQUIRER 2”) 94/4/5, Polaris Apartment, Flat No. 1001, Prabhat Road, Erandwana, Near Kamala Nehru Park, Pune - 411004, Phone No.: +91 9011887788, Email: goyalnuman12@gmail.com MR. SALIL VIJAY SATHE (“ACQUIRER 3”) 202, Wing A, Aspen, Raheja Gardens, LBS Road, Opp. Thane Club, Thane- 400604, Phone No.: +91 9987052942, Email: salilsathe@yahoo.co.in (Acquirer 1, Acquirer 2 and Acquirer 3 are hereinafter collectively referred to as the “Acquirers”) To the shareholders of J.A. FINANCE LIMITED (“JAFL"/ “Target Company”) Registered Office: 1st Floor, 7B, Punwani Chambers, Kiran Shankar Roy Road, Kolkata - 700001, CIN: L65999WB1993PLC058703, Tel. No.: (033) 2248 2545/0150, Email: jaflkolkata@gmail.com, Website: www.jafinance.co.in For the acquisition of upto 27,68,671 (Twenty-Seven Lakhs Sixty-Eight Thousand Six Hundred and Seventy-One) fully paid-up equity shares of the Target Company of face value of Rs. 10/- each, representing 26.00% of the total paid-up equity and voting share capital of the Target Company at a price of Rs. 44.82 (Rupees Forty-Four and Eighty-Two Paise Only) per equity share, including an interest of Rs. 4.82 (Rupees Four and Eighty-Two Paise Only) per equity share, (“Offer Price”) payable in cash (“Open Offer”/ “Offer”). Please Note: 1. This Offer is being made by the Acquirers pursuant to Regulations 3(1) & 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto [“SEBI (SAST) Regulations”] for substantial acquisition of shares/ voting rights accompanied with change in control and management of the Target Company. 2. The Offer is subject to prior approval from Reserve Bank of India (“RBI”), being statutory approval receipt for the purpose of this Offer as detailed in Para 7.8 of this Letter of Offer. 3. If there is any upward revision in the Offer Price/Offer Size at any time prior to the commencement of the last one (1) working day before the date of commencement of the tendering period viz. October 15, 2026 in terms of the SEBI (SAST) Regulations, the same would also be informed by way of a Public Announcement in the same newspapers where the original Detailed Public Statement dated February 04, 2025 has appeared. If the Offer is withdrawn pursuant to Regulation 23 of the SEBI (SAST) Regulations, the same would be communicated within 2 (Two) working days by an announcement in the same newspapers in which the Detailed Public Statement has been published. 4. There is no competitive bid. 5. Shareholders, who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement/ Detailed Public Statement/ Letter of Offer, shall not be entitled to withdraw such acceptance during the tendering period. 6. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations. 7. The marketable lot for the Equity Shares of the Target Company is 1 (One). 8. There is no differential pricing in this Offer. 9. The Procedure for acceptance and settlement of the Offer is set out in Para 8 of this Letter of Offer. A Form of Acceptance cum Acknowledgement is enclosed with this Letter of Offer. 10. The Copy of the Public Announcement, Detailed Public Statement and this Letter of Offer (including Form of Acceptance-cum- Acknowledgement) would also be available at the websites of SEBI at www.sebi.gov.in, BSE Limited at www.bseindia.com and The Calcutta Stock Exchange Limited at www.cse-india.com. MANAGER TO THE OFFER: REGISTRAR TO THE OFFER: VC Corporate Advisors Private Limited Niche Technologies Private Limited SEBI REGN No.: INM000011096 SEBI REGN. No.: INR000003290 Validity of Registration: Permanent CIN: U74140WB1994PTC062636 CIN : U67120WB2005PTC106051 Validity of Registration: Permanent (Contact Person : Ms. Urvi Belani / Mr. Premjeet Singh) (Contact Person: Mr. Ashok Sen) 31, Ganesh Chandra Avenue, 2nd Floor, 3A, Auckland Place, Room No. 7A & 7B, Suite No.– 2C, Kolkata- 700 013 Kolkata- 700017 Phone No.: (033) 2225 3940 Tel. No.: (033) 2280 6616/ 17/ 18; Email: mail@vccorporate.com Email ID: nichetechpl@nichetechpl.com Website: www.vccorporate.com Website: www.nichetechpl.com TENDERING PERIOD OPENS ON: TENDERING PERIOD CLOSES ON: MONDAY, OCTOBER 19, 2026 MONDAY, NOVEMBER 02, 2026 SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW: Activities Original Date Original Day Revised Date Revised Day Date of the PA January 28, 2025 Tuesday January 28, 2025 Tuesday Publication of Detailed Public Statement February 04, 2025 Tuesday February 04, 2025 Tuesday in newspapers Last date of Filing of the Draft Letter of February 11, 2025 Tuesday February 11, 2025 Tuesday Offer with the SEBI Last date of a Competing Offer# February 27, 2025 Thursday February 27, 2025 Thursday Identified Date* March 10, 2025 Monday October 05, 2026 Monday Date by which the Letter of Offer will be October 12, 2026 Monday March 18, 2025 Tuesday dispatched to the shareholders Last date by which Board of the Target March 20, 2025 Thursday October 14, 2026 Wednesday Company shall give its recommendation Last date for upward revision of Offer October 15, 2026 Thursday March 21, 2025 Friday Price and/or Offer Size Advertisement of Schedule of Activities March 24, 2025 Monday October 16, 2026 Friday for Open Offer, status of statutory and other approvals in newspapers and sending the same to SEBI, Stock Exchange and Target Company Date of commencement of tendering October 19, 2026 Monday March 25, 2025 Tuesday period Date of closing of tendering period April 08, 2025 Tuesday November 02, 2026 Monday Date by which communicating rejection/ April 25, 2025 Friday November 17, 2026 Tuesday acceptance and payment of consideration for applications accepted The above timelines are indicative (prepared based on timelines provided under the SEBI (SAST) Regulations and are subject to receipt of statutory/regulatory approvals and may have to be revised accordingly. To clarify, the actions set out above may be completed prior to their corresponding dates subject to compliance with the SEBI (SAST) Regulations. #There has been no competing offer as of the date of this LOF. *Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company (except parties to Share Purchase Agreement) are eligible to participate in the Offer any time before the Closure of the Tendering Period. Risk Factors relating to the transaction, the proposed offer and probable risks involved in associating with the Acquirers: - The risk factors set forth below pertains to the underlying transaction, i.e. this Open Offer and are not intended to be a complete analysis of all risks in relation to this Open Offer or in association with the Acquirers or the Target Company, but are only indicative. The risk factors set forth below do not relate to the present or future business or operations of the Target Company and any other related matters. [Showing first 8,000 characters — download PDF for full document]