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LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a shareholder/ beneficial owner of Kale Consultants Limited (“KCL” or “Target Company”). If you require any clarifications about the action to be taken, you should consult your stockbroker or investment consultant or the Manager/ Registrar to the Offer. In case you have sold your equity shares in KCL, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the member of the stock exchange through whom the said sale was effected. Please refer to the section on ‘Definitions’ for the definition of the capitalized terms used herein.

Accelya Holding World S.L. having its registered office at Avenida Diagonal 567, 3

rd Floor, Barcelona, Spain 08029

(Tel.: +3493 4878647, Fax.: +3493 4881084) (hereinafter referred to as the “Accelya” / “Acquirer”) MAKES A CASH OFFER AT ` 172 (RUPEES ONE HUNDRED AND SEVENTY TWO ONLY) PER FULLY PAID-UP

EQUITY SHARE OF FACE VALUE OF RUPEES TEN EACH

pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “SEBI Takeover Code”)

TO ACQUIRE 3,184,250 FULLY PAID-UP EQUITY SHARES representing 20% of Fully Diluted Equity Capital (as defined in this Letter of Offer) of

Kale Consultants Limited Registered Office: Kale Enclave, 685/2B & C, 1

st Floor, Sharada Arcade, Satara Road, Pune - 411 037;

(Tel: +91 20 6608 3777, Fax: +91 20 2423 1639) Please Note: 1) The Offer is being made pursuant to Regulations 10 & 12 and other applicable provisions of the SEBI Takeover Code. 2) The Offer is subject to receipt of the approval from RBI under FEMA as amended from time to time, for the acquisition / transfer of

Sale Shares and Shares tendered pursuant to this Offer. The Acquirer has filed an application with RBI on September 22, 2010, seeking approval to acquire Shares tendered pursuant to this Offer and the Sellers have filed an application with RBI on September 23, 2010 seeking approval for transfer of Sale Shares to the Acquirer. Currently, both the approvals are awaited.

3) This Offer is not conditional upon any minimum level of acceptance. If the aggregate of the valid response exceeds 3,184,250 Shares, then the Acquirer shall accept 3,184,250 Shares, on a proportionate basis, in consultation with the Manager to the Offer, in accordance with Regulation 21(6) of the SEBI Takeover Code.

4) If there is any upward revision in the Offer Price / Offer Size by the Acquirer till the last date of revision i.e. Wednesday, November 10, 2010 or withdrawal of the Offer in terms of the SEBI Takeover Code, the same would be informed by way of a public announcement in the same newspapers where the Public Announcement dated September 14, 2010 has appeared. Such revised offer price would be payable for all the Shares, tendered anytime during the Offer and accepted under the Offer.

5) The procedure for acceptance is set out in paragraph 9 on page 48 of this Letter of Offer. A Form of Acceptance and a Form of Withdrawal is enclosed with this Letter of Offer.

6) This Offer is not a competitive bid. There has been no competitive bid within the time frame specified under the SEBI Takeover Code.

7) The Public Announcement, Corrigendum to the Public Announcement, Letter of Offer, Form of Acceptance and Form of Withdrawal would also be available on the website of Securities and Exchange Board of India - http://www.sebi.gov.in.

8) Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the Offer Closing Date. Requests for such withdrawals should reach the designated collection centres before the close of business hours on Wednesday, November 17, 2010.

9) If there is a competitive bid:

• The public offers under all the subsisting bids shall close on the same date.

• As the offer price cannot be revised during the period after Wednesday, November 10, 2010, it would therefore be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

All future correspondence, if any, should be addressed to the Registrar to the Offer at the address mentioned below:

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Ambit Corporate Finance Private Limited Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 Tel. No: (022) 39821819; Fax No: (022) 39823020 Email: kclopenoffer@ambitpte.com Contact Person: Praveen Kumar Sangal

Karvy Computershare Private Limited Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Tel: (040) 44655000 / 23420815-23; Fax No: (040) 23431551, E-mail: murali@karvy.com, Contact Person: Mr. M. Murali Krishna/ Mr. Williams

OFFER OPENS ON: WEDNESDAY, NOVEMBER 3, 2010 OFFER CLOSES ON: MONDAY, NOVEMBER 22, 2010

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SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER:

Activity Original Schedule Revised Schedule

Date Day Date Day

Date of Public Announcement September 14, 2010 Tuesday September 14, 2010 Tuesday

Specified Date* September 24, 2010 Friday September 24, 2010 Friday

Last date for a competitive bid October 5, 2010 Tuesday October 5, 2010 Tuesday

Corrigendum to the Public Announcement _ _ October 27, 2010 Wednesday

Last date for completion of dispatch of the

Letter of Offer to the shareholders of Kale

Consultants Limited

October 26, 2010 Tuesday October 29, 2010 Friday

Date of opening of the Offer November 5, 2010 Friday November 3, 2010 Wednesday

Last date for revising the Offer Price /

number of Shares November 12, 2010 Friday November 10, 2010 Wednesday

Last date for withdrawal by shareholders

who have accepted the Offer November 19, 2010 Friday November 17, 2010 Wednesday

Date of Closing of the Offer November 24, 2010 Wednesday November 22, 2010 Monday

Last date of communicating acceptance /

rejection and payment of consideration for

accepted tenders / return of unaccepted

Shares

December 9, 2010 Thursday December 7, 2010 Tuesday

* Specified 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 eligible owners (registered or unregistered including beneficial owners) of the Shares, other than the Acquirer and the Sellers, can participate in the Offer any time before the Offer Closing Date.

Letter of Offer

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RISK FACTORS

RISKS RELATED TO THE OFFER

i. The Offer involves an offer to acquire up to 20% of the Fully Diluted Equity Capital of Kale Consultants Limited from the Eligible Persons for the Offer. In case of oversubscription in the Offer, acceptance would be determined on a proportionate basis in accordance with Regulation 21(6) of the SEBI Takeover Code and hence there is no certainty that all the Shares tendered by the shareholders in the Offer will be accepted.

ii. Acceptance of Shares tendered in the Offer is subject to receipt of the statutory approvals, as

mentioned in paragraph 8.2 on page 46 of this Letter of Offer. In the event, any of the required statutory approvals is refused, the Offer would stand withdrawn in terms of the SEBI Takeover Code. For further details, please refer paragraph 8.2 of this Letter of Offer.

iii. In the event that either (a) a regulatory approval is not received in time, (b) there is any litigation

leading to a stay on the Offer, or (c) SEBI instructing the Acquirer not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the shareholders of Kale Consultants Limited whose Shares have been accepted in the Offer as well as the return of the Shares not accepted by the Acquirer may be delayed. In case of delay, due to non-receipt of statutory approvals, as per Regulation 22(12) of the SEBI Takeover Code, SEBI may, if satisfied that the non receipt of approvals was not due to any wilful default or negligence on the part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer paying interest to the shareholders, as may be specified by SEBI.

iv. Shareholders should note that after the last date of withdrawal i.e. Wednesday, November 17,

2010 shareholders who have lodged their acceptances would not be able to withdraw them even if the acceptance of Shares under the Offer and dispatch of consideration gets delayed. The tendered Shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed.

v. The Shares tendered in the Offer will be held in trust by the Registrar to the Offer till the

completion of the Offer formalities, and the shareholders will not be able to trade such Shares. During such period there may be fluctuations in the market price of the Shares. The Acquirer makes no assurance with respect to the market price of the Shares both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by the shareholders on whether or not to participate in the Offer.

RISKS RELATING TO THE TRANSACTION vi. The transaction is subject to completion risks as would be applicable to other transactions of

similar nature. vii. The transaction is subject to the terms of the SPA entered into between the Acquirer and the

Sellers. In accordance with the SPA, the transaction shall be completed upon fulfillment of certain conditions precedent agreed between the Acquirer and the Sellers.

RISKS INVOLVED IN ASSOCIATING WITH THE ACQUIRER viii. The Acquirer makes no assurance with respect to the financial performance of Kale Consultants

Limited. The Acquirer makes no assurance with respect to its investment / divestment decisions relating to its proposed shareholding in Kale Consultants Limited.

Letter of Offer

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The risk factors set forth above pertain to the Transaction and the Offer and not in relation to the present or future business, business prospects or operations of Kale Consultants Limited or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer. Shareholders of Kale Consultants Limited are advised to consult their stockbroker or investment consultant, if any, for further risks with respect to their participation in the Offer.

CURRENCY OF PRESENTATION

In this Letter of Offer, all references to ` is to the Indian Rupees and “Euro” / “€” is to the Euro. Certain financial details contained herein are denominated in Euro except where otherwise indicated, the Rupee equivalent quoted for Euro is calculated in accordance with the RBI reference rate as on September 9, 2010 i.e. One Euro = ` 59.11 (Source: www.rbi.org.in) NUMERICAL CONVERSION: One million (1,000,000) = Ten lakhs (10,00,000) In this Letter of Offer, any discrepancy in any table between the total and sums of the amounts listed is due to rounding off.

Letter of Offer

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TABLE OF CONTENTS

1 DEFINITIONS ....................................................................................................................................... 6

2 DISCLAIMER CLAUSE ......................................................................................................................... 8

3 DETAILS OF THE OFFER .................................................................................................................... 8

4 BACKGROUND OF THE ACQUIRER ................................................................................................. 13

5 DISCLOSURE IN TERMS OF REGULATION 21 ................................................................................. 27

6 BACKGROUND OF KALE CONSULTANTS LIMITED ......................................................................... 27

7 OFFER PRICE AND FINANCIAL ARRANGEMENTS .......................................................................... 44

8 TERMS AND CONDITIONS OF THE OFFER...................................................................................... 46

9 PROCEDURE FOR ACCEPTANCE AND SETTLEMENT .................................................................... 48

10 DOCUMENTS FOR INSPECTION ...................................................................................................... 54

11 DECLARATION BY THE ACQUIRER .................................................................................................. 55

Letter of Offer

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1 DEFINITIONS

Acquirer / Accelya Accelya Holding World S.L.

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited

Closing Date 10 business days from the satisfaction of the payment obligations by the Acquirer under the Offer, subject to satisfaction of conditions precedent, in accordance with the terms of the SPA

Depositories Collectively National Securities Depository Limited and Central Depository Services (India) Limited

DIN Director Identification Number

DP Depository Participant

Eligible Person(s) for the Offer All owners (registered or unregistered), including the beneficial owners, of equity shares of Kale Consultants Limited (other than the Acquirer and the Sellers) anytime before the closure of the Offer

Escrow Agent Citibank, N.A.

ESOP Schemes Kale Consultants Limited ESOP Scheme, 2003 and Kale Consultants Limited ESOP Scheme, 2006

Euro / € Euro, the legal currency of Spain

FEMA Foreign Exchange Management Act, 1999

FII(s) Foreign Institutional Investor(s)

First Sale Shares 1,329,940 Shares representing 8.35% of the Fully Diluted Equity Capital

Form of Acceptance / FOA Form of Acceptance-cum-Acknowledgement

Fully Diluted Equity Capital 15,921,247 equity shares of ` 10 each (the sum of the subscribed and paid up capital of KCL and the outstanding options under ESOP Schemes for which equity shares may be issued by KCL, as on the date of PA)

FY Financial Year

Gross Purchase Consideration The entire consideration for Sale Shares i.e. ` 975,150,216 (Rupees Nine Hundred Seventy Five Million One Hundred Fifty Thousand and Two Hundred Sixteen Only)

Income Tax Act Income Tax Act, 1961

KCL / the Target Company Kale Consultants Limited

Letter of Offer this Letter of Offer

Long Stop Date A date 15 months from the SPA date or any other date which is mutually agreed between the parties

Ltd. Limited

Manager / Manager to the Offer Ambit Corporate Finance Private Limited

Maximum Consideration The amount payable under the Offer assuming full acceptance at Offer Price, i.e. ` 547,691,000 (Rupees Five Hundred Forty Seven Million and Six Hundred Ninety One Thousand only)

NECS National Electronic Clearing Services

NEFT National Electronic Funds Transfer

NOC No Objection Certificate

NRI Non Resident Indian

Letter of Offer

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NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

Offer This open offer for acquisition of 3,184,250 Shares representing 20% of the Fully Diluted Equity Capital of KCL at a price of ` 172 per fully paid up equity share

Offer Closing Date Monday, November 22, 2010

Offer Opening Date Wednesday, November 3, 2010

Offer Price ` 172 (Rupees One Hundred and Seventy Two Only) per Share, payable in cash

Outstanding ESOPs 968,171 outstanding options which have been granted under ESOP Schemes

Offer Size 3,184,250 Shares

PSE Pune Stock Exchange Limited

Public Announcement / PA Announcement of the Offer published on September 14, 2010

RBI Reserve Bank of India

RTGS Real Time Gross Settlement

Registrar to the Offer Karvy Computershare Private Limited

Sale Shares 5,669,478 Shares representing 35.61% of the Fully Diluted Equity Capital

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI (DIP) Guidelines Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000

SEBI Takeover Code Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto upto the date of the PA

Second Sale Shares 4,339,538 Shares representing 27.26% of the Fully Diluted Equity Capital

Sellers / Promoters /

Promoter Group

Mr. Narendra Harihar Kale, Mr. Sudhir Harihar Kale, Mrs. Nanda Narendra Kale, Ms. Neha Narendra Kale, Mr. Vipul Prashad Jain, Mrs. Shibani Vipul Jain and Vipul Prashad Jain HUF

Share(s) Fully paid-up equity shares of face value of ` 10 each of KCL

SPA The Share Purchase Agreement dated September 9, 2010 entered into between the Acquirer and the Sellers

Specified Date Friday, September 24, 2010

TCC Tax Clearance Certificate

Letter of Offer

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2 DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF KALE CONSULTANTS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE TARGET COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, AMBIT CORPORATE FINANCE PRIVATE LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 28, 2010 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

3 DETAILS OF THE OFFER 3.1 Background of the Offer 3.1.1 The Offer is being made by the Acquirer to the equity shareholders of KCL, other than the Sellers,

of the Target Company. There are no persons acting in concert with the Acquirer for the purpose of the Offer. Due to the operation of Regulation 2(1)(e)(2) of the SEBI Takeover Code, there could be persons who could be deemed to be acting in concert with the Acquirer. However, such persons are not persons acting in concert for the purposes of this Offer.

3.1.2 The Acquirer is making the Offer to acquire upto 3,184,250 Shares, representing 20% of the Fully Diluted Equity Capital of KCL at a price of ` 172 (Rupees One Hundred and Seventy Two Only) per Share, payable in cash and subject to the terms and conditions mentioned hereinafter and in the Public Announcement.

3.1.3 The acquisitions in terms of the Offer and the SPA would result in a change in control of KCL.

The Offer is being made in compliance with Regulations 10, 12 and other applicable provisions of the SEBI Takeover Code.

3.1.4 On September 9, 2010, the Acquirer has entered into the SPA for acquisition of 5,669,478 Sale

Shares from the following existing shareholders of the Target Company:

Letter of Offer

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Proposed acquisition of Sale Shares under the SPA is as follows:

Sl. No.

Name of the Seller

Equity shares of KCL held

as on the date of SPA

Equity shares of KCL

proposed to be acquired under

the SPA

Contact Details (Address, Tel, Fax)

1 Mr. Narendra Harihar Kale 1,394,200 1,394,200 9150 Falling Waters Drive West, Burr Ridge, IL 60527, USA Tel: +1-630-321-1225; Fax: NA

2 Mr. Sudhir Harihar Kale 825,200 825,200

11/60 Goodwin Terrace, Burleigh Heads, Queensland Australia 422 000 Tel: +61-755220467; Fax: NA

3 Mrs. Nanda Narendra Kale 828,900 828,900 9150 Falling Waters Drive West, Burr Ridge, IL 60527, USA Tel: +1-630-321-1225; Fax: NA

4 Ms. Neha Narendra Kale 12,500 12,500 9150 Falling Waters Drive West, Burr Ridge, IL 60527, USA Tel: +1-630-321-1225; Fax: NA

5 Mr. Vipul Prashad Jain 2,018,216* 2,018,216*

71 B Bay View, Tanna Residency, Prabhadevi, Mumbai 400 025 Tel: +91-22-2422 81 29; Fax: NA

6 Mrs. Shibani Vipul Jain 590,462 590,462

71 B Bay View, Tanna Residency, Prabhadevi, Mumbai 400 025 Tel: +91-22-2422 81 29; Fax: NA

Total 5,669,478 5,669,478

* Includes 130,000 equity shares held by Vipul Prashad Jain HUF

The Sellers are the present promoters of the Target Company as defined under the SEBI Takeover Code. Sellers mentioned against Nos 1, 3 and 4 above are resident citizens of the United States of America while Seller mentioned at no. 2 above is a resident citizen of Australia. Other Sellers are resident Indian citizens. The purchase price for all the Sale Shares is ` 172 per Sale Share, payable in cash. The gross purchase consideration for the Sale Shares works out to ` 975,150,216 (Rupees Nine Hundred Seventy Five Million One Hundred Fifty Thousand and Two Hundred Sixteen Only). The Sellers constitute the entire present Promoter Group of the Target Company and their combined existing holding of 5,669,478 equity shares constitutes 37.92% of the issued equity share capital of the Target Company and 35.61% of the Fully Diluted Equity Capital of the Target Company. As on the date of the PA, 1,095,000 Sale Shares were locked in for three years from the respective dates of allotment, in terms of applicable provisions of the erstwhile SEBI (DIP) Guidelines. These locked in Sale Shares would be transferred to the Acquirer, subject to the residual lock-in period continuing in the hands of the Acquirer. 3.1.5 Summary of key terms of the SPA:

• The Sale Shares are proposed to be acquired in the following manner:

� Within 2 days from receipt of required approval from RBI, Mr. Narendra Harihar Kale, Mrs. Nanda Narendra Kale and Mr. Vipul Prashad Jain (on behalf of himself and in his capacity as Karta of Vipul Prashad Jain HUF) shall deposit the First Sale Shares in a share escrow account with Citibank, N.A, Mumbai. The SPA is being amended to provide

Letter of Offer

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that the First Sale Shares would be kept in a share escrow account till the completion of Offer formalities.

� Second Sale Shares will be acquired on the Closing Date.

All shares to be acquired under the SPA i.e. First Sale Shares and the Second Sale Shares, shall be transferred to the Acquirer only after fulfilment of all obligations by the Acquirer in terms of Regulation 23(6) of the SEBI Takeover Code.

• Material conditions precedent to be completed by Sellers for consummation of the sale and purchase of Sale Shares:

� Target Company hiving off the logistics business to Kale Logistics Solutions Limited; � Obtaining release of pledge on 720,462 Sale Shares, which are pledged by some Sellers; � No objection from certain lenders of the Target Company for the change in control of the

Target Company; � Confirmation that there has been no material adverse effect on the operations of the

Target Company; � The charter documents of the Target Company having been amended in a manner

satisfactory to the Acquirer; � The authorised share capital of the Target Company being increased to ` 200,000,000

pursuant to shareholders resolution being passed; � The remuneration and compensation committee of the board having notified all the

employees of the Target Company of the anticipated change in control of the Target Company in terms of the SPA and of the vesting period in accordance with the provisions of the ESOP Schemes;

� The Sellers having made reasonable efforts to organize adequate funding arrangements for the employees having the options under the ESOP Schemes in order to exercise the stock options and notify the employees accordingly.

If any of the above mentioned material conditions precedent to be completed by Sellers is not fulfilled and the Acquirer decides to terminate the SPA, the Acquirer would still complete its obligations under the SEBI Takeover Code.

• Material conditions precedent to be completed by Acquirer for consummation of the sale and purchase of Sale Shares:

� Completion of the Acquirer’s obligations under the SEBI Takeover Code including closing

of the Offer and satisfaction of payment obligations and all other Offer formalities; � Receipt of RBI approval for acquisition of Sale Shares and Shares under the Offer.

• Further, following are some of the other material actions contemplated on the Closing Date:

� Sellers shall terminate and discontinue all contracts between the Target Company and the Sellers;

� Sellers shall cause the Target Company and each of its subsidiaries to convene a board meeting to take on record the resignation of Mr. Narendra Kale, appoint the nominees of the Acquirer (as directors of the Target Company) and the resignation of Mr. Narendra Kale as the trustee to the Kale Consultants Employee Welfare Trust;

� Acquirer shall cause the Target Company to convene a board meeting to approve the revised employment contract between the Target Company and Mr. Vipul Jain in respect of his appointment as a managing director of the Target Company for a period of 5 years from the Closing Date, in the agreed form (subject to approval of shareholders of the Target Company);

� Acquirer shall cause the US subsidiary of the Target Company (namely, Kale Softech Inc.), to execute a revised part time employment agreement with Mr. Narendra Kale, for a

Letter of Offer

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4 year term ending on December 31, 2014.

• If closing cannot take place by the Long Stop Date, because either the Sellers or the Acquirer has failed to comply with any of their obligations under the SPA, parties may decide to proceed to closing to the extent reasonably practicable or postpone closing to such date as may be mutually agreed upon between the parties or terminate the SPA. Other than as stated above, the SPA may be terminated either by mutual consent of the parties or automatically, unless otherwise agreed between the parties in writing, if the closing is not achieved by the Long Stop Date.

• Mr. Narendra Kale and Mr. Vipul Jain have severally agreed to indemnify and hold harmless, the Acquirer and/or at the option of the Acquirer, the Target Company or any relevant subsidiary, against any loss / claim etc., actually suffered and incurred by the Target Company and/or its subsidiaries or, as the case may be, by the Acquirer as a result of or in respect of any inaccuracy or omission in any Seller Warranty (to the extent that such inaccuracy arises out of or results from events or facts existing on or prior to the Closing Date) or the non performance or breach by the Sellers of any of their obligations, covenants and undertakings pursuant to the SPA.

• In respect of any potential liability, arising out of the indemnification agreed by him as disclosed above, Mr. Narendra Kale has agreed to deposit, within 7 business days from Closing Date, a sum of ` 38,887,500/- (Rupees Thirty Eight Million Eight Hundred Eighty Seven Thousand and Five Hundred Only). If no claims arise, this full amount shall be released to Mr. Narendra Kale in two tranches within 12 months from the escrow date. If claims arise or are adjudicated, the release of the amount kept in escrow would be as per terms agreed in the SPA.

• In an event of non compliance of any provision of the SEBI Takeover Code, the Sellers and the Acquirer have agreed that to the extent it relates to the sale and purchase of the First Sale Shares, the Parties shall reverse the said transaction and to the extent it relates to the sale and purchase of the Second Sale Shares, the SPA shall not be acted upon by the Parties.

• The Sellers have agreed that they shall not collectively, or individually, tender or agree to tender any of the Sale Shares, for sale, to any party or during a competitive bidding process under the SEBI Takeover Code, if any.

• Mr. Narendra Kale, Mr. Sudhir Kale and Mr. Vipul Jain, each have agreed to certain non-compete and non-solicitation undertakings, which would be valid for a period of five years from the SPA date. No separate consideration is payable by the Acquirer to them in this respect.

• Within 20 business days from the Closing Date, Mr. Vipul Jain shall obtain necessary approvals, including that of RBI, and invest an amount up to Euro 1,875,000 to subscribe to 1.41% of the share capital of Accelya Holding (Luxembourg) SA (the parent company of the Acquirer), in accordance with agreed terms and the call option as agreed to be given by Mr Vipul Jain. Mr. Vipul Jain will also have an incentive scheme similar to that already in existence with the top managers of the Acquirer.

• Both parties have provided certain representations and warranties to each other, which are intended to protect the rights of the receiving party.

• The Acquirer has also provided an equity commitment letter to the Sellers confirming their financial ability towards purchase of Sale Shares under the SPA. Under this equity commitment letter, the Acquirer has given an irrevocable undertaking to the Sellers to provide the Gross Purchase Consideration subject to satisfaction of the conditions precedent as set out in the SPA. The Sellers have relied on, amongst other factors, the equity commitment letter to enter into the SPA.

Letter of Offer

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3.1.6 Neither the Acquirer nor any of its directors have acquired any Shares since the date of the Public Announcement up to the date of this Letter of Offer. The Acquirer has neither acquired nor has been allotted any Shares in the last 12 months. As on the date of the PA and this Letter of Offer, the Acquirer as well as the Manager to the Offer, did not hold any Shares in the Target Company.

3.1.7 The above acquisition by Acquirer would lead to a change of control of KCL. The Acquirer is

making the Offer in terms of, among others, Regulations 10 and 12 of the SEBI Takeover Code. 3.1.8 The Acquirer and its directors have not been prohibited by SEBI from dealing in securities, in

terms of direction issued under Section 11B of the SEBI Act, 1992 or any other regulations made under the SEBI Act.

3.1.9 The provisions of Chapter II of the SEBI Takeover Code, vis-à-vis the Target Company are not

yet applicable to the Acquirer. 3.2 Details of the Offer 3.2.1 The Offer is for acquisition of 3,184,250 Shares from the existing shareholders of KCL (other than

the Sellers) representing 20% of the Fully Diluted Equity Capital of KCL, at a price of ` 172 per Share (Rupees One Hundred and Seventy Two only), payable in cash in accordance with SEBI Takeover Code and subject to the terms and conditions mentioned in this Letter of Offer. As on the date of the PA, there were no partly paid-up equity shares of the Target Company.

3.2.2 The Public Announcement dated September 14, 2010 was made in the following newspapers, in accordance with Regulation 15 of the SEBI Takeover Code:

Publication Language Editions

Business Standard English All editions #

Pratahkal Hindi All editions

Navshakti Marathi Mumbai Edition

Kesari Marathi Pune Edition # The Public Announcement was published in the above publications on September 14, 2010. For Business Standard, the Public Announcement was published in Mumbai and Pune editions on September 14, 2010 and in Ahmedabad, Bangalore, Bhubaneswar, Kolkata, Chandigarh, Kochi, New Delhi, Hyderabad, Lucknow & Chennai editions on September 15, 2010.

The Public Announcement is available on the SEBI website at www.sebi.gov.in. The Corrigendum to the Public Announcement would also appear in the above mentioned publications and would be available on the SEBI website.

3.2.3 The Offer is not subject to any minimum level of acceptance and all Shares validly tendered in

terms of the Offer shall be acquired subject to a maximum of 3,184,250 Shares at the Offer Price. If the number of Shares offered by the shareholders is more than 3,184,250 Shares, then the acquisition from each shareholder will be as per Regulation 21(6) of the SEBI Takeover Code, on a proportional basis. The minimum marketable lot for the purposes of acceptance, for both physical and demat shares would be one Share. To the extent of the Offer Size and in accordance with the Public Announcement and the Letter of Offer, the Shares of the Target Company that are validly tendered & accepted pursuant to this Offer are proposed to be acquired by Accelya.

3.2.4 There has been no competitive bid within the time frame specified under the SEBI Takeover Code.

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3.3 Object of the Offer and Acquirer’s Future Plans for KCL 3.3.1 This Offer is a mandatory offer, in compliance with Regulations 10 & 12 and other applicable

provisions of the SEBI Takeover Code, for the purpose of substantial acquisition of Shares and voting rights, as disclosed in paragraph 3.1.7 on page 12 of this Letter of Offer, accompanied with change in control of the Target Company and its subsidiaries, thereby enabling the Acquirer to exercise control over the Target Company and its subsidiaries, through, inter-alia, the right to appoint directors and by virtue of its shareholding. None of the subsidiaries of the Target Company is listed on any stock exchange in India or abroad. The Acquirer will seek reconstitution of the Board of Directors of the Target Company, in accordance with the provisions contained in the SEBI Takeover Code and the Companies Act, 1956. The Acquirer has identified Philippe Lesueur as one of the future nominees on the board of the Target Company. Names of the other persons, if any, who would be nominated on the board of the Target Company, are not yet finalized. The Acquirer reserves the right to change the name of the Target Company and its subsidiaries at a later date subject to shareholders’ / other applicable regulatory approvals. On completion of the Offer, the Acquirer will be classified as promoter of the Target Company.

3.3.2 The Acquirer plans to continue the present business of the Target Company and does not have

any plans to dispose off or otherwise encumber any assets of the Target Company in the next two years, except in the ordinary course of business of the Target Company, and except to the extent required for the purpose of restructuring and/or rationalization of assets, investments, liabilities, business or otherwise of the Target Company, which will be done subject to receipt of statutory approvals wherever necessary. Further, the Acquirer undertakes that it shall not sell, dispose off or otherwise encumber any substantial assets of the Target Company except with the prior approval of the shareholders of the Target Company.

3.3.3 The Acquirer and the Target Company are solution providers to the airline and travel industry.

The Acquirer does not have an operational presence in India and the acquisition will be geographically complementary to the Accelya business. Post acquisition, the Acquirer will evaluate various business segments of the Target Company and decide on the future alignment and size of each of the businesses. In respect of business offerings, where there is an overlap with its existing activities, the Acquirer may consider realignments, at a later date. The Acquirer expects that synergies between the current operations of Accelya and the Target Company, will help Accelya in consolidating its position as a significant solution providers for back office processes related to the airline industry.

4 BACKGROUND OF THE ACQUIRER 4.1 Details of the Acquirer – Accelya Holding World S.L. 4.1.1 Accelya Holding World S.L. was incorporated on February 15, 2007 under the laws of Spain as

Forestburg S.L. The name was changed to Clearing World S.L. on June 20, 2007 and subsequently, to the present name on November 16, 2007. The head / registered office of Accelya is situated at Avenida Diagonal 567, 3

rd Floor, Barcelona, Spain 08029 (Tel.: +34 93

4878647, Fax. No.: +34 93 4881084, Website - www.accelya.com).

4.1.2 Accelya primarily provides critical business transaction processing and business process outsourcing services to the airline and travel industry. Accelya offers electronic invoicing, message switching and EDI, business intelligence, revenue accounting & recovery services, credit card processing services, etc. Accelya's current business was earlier known as ADP Travel Clearing and was part of Automatic Data Processing, Inc. Accelya acquired the business in 2007 from Automatic Data Processing, Inc. This business has been in existence for more than 30 years - as part of Automatic Data Processing, Inc and prior to that, other G.S.I. group companies like G.S.I. (UK) Limited. Accelya has operational presence, directly and through its subsidiaries, in Spain, France, Hungary, Portugal, United Kingdom, Mexico, South Africa and Tunisia.

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4.1.3 Presently, the entire issued and subscribed equity share capital of Accelya consists of 641,000 equity shares of face value of Euro 1 each, aggregating Euros 641,000. The equity shares of Accelya are not listed on any stock exchange.

4.1.4 Accelya is directly controlled by Accelya Holding (Luxembourg) SA, which holds 100% of Accelya’s share capital. 97.54% of the share capital of Accelya Holding (Luxembourg) SA is held by Chequers Capital XV FCPR, a fund managed by Chequers Partenaires SA (a Europe based private equity investment firm focused on acquiring controlling positions in well-established mid-sized companies in the frame of leveraged buy-outs). The balance 2.46% share capital of Accelya Holding (Luxembourg) SA is held by management shareholders.

4.1.5 As on the date of the Public Announcement, the shareholding pattern of Accelya is as follows:

Name of the Shareholder No. of equity

shares %

Promoters (i.e. Accelya Holding (Luxembourg) SA) 641,000 100

FIIs/ Mutual-Funds/ FIs/Banks Nil Nil

Public Nil Nil

Total equity share capital 641,000 100

4.1.6 The Board of Directors of Accelya, as on the date of the Public Announcement, were as follows:

Name & Designation Educational Qualification

Residential Address Experience

Philippe Lesueur President

BREVET de Technicien Superieur in Accounting and Management of Companies

31, Avenue Berryer 78600 Maisons-Laffitte (France)

He has more than 30 years of experience in IT services (including 20 years in the airline industry). He joined the GSI group in 1974 as financial controller. He has worked in various capacities with the GSI group, which was later taken over by the ADP group.

Francisco Mora General Manager

Degree in Business Administration and Master in Management of Companies by ESADE Business School

PL. Del Valles 1 CASA 08198 La Floresta - Barcelona (Spain)

He has more than 30 years of experience in finance and accounts. He joined the GSI group in 1980 as a CFO of its Spanish subsidiary.

José María Portabella Director

Degree in Economics and Business Administration by the Universidad Autónoma de Barcelona

Nau Santa María 5 2 1 08017 Barcelona (Spain)

He has more than 15 years of experience in finance and accounts. He was the CFO of Accelya till 2009. Presently, he is responsible for corporate development and maintaining relationship with the customers.

All the above mentioned persons were appointed as directors of Accelya on July 5, 2007. None of these persons is presently a director on the board of the Target Company.

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4.1.7 Key audited consolidated financials of Accelya are as follows:

Income Statement Year

ended Year

ended Period ended

Year ended

Year ended

Period ended

30-Jun-10 30-Jun-09 30-June-08 30-Jun-10 30-Jun-09 30-June-08

Euro in Mn except for per share data `̀̀̀ in Mn except for per share data

Income from services rendered

52.39 56.38 53.45 3096.77 3,332.62 3,159.43

Other Income 0.46 0.57 0.77 27.19 33.69 45.51

Total operating income 52.85 56.95 54.22 3123.96 3,366.31 3,204.94

Total expenditure 29.49 29.91 31.90 1743.15 1,767.98 1,885.61

Profit before depreciation, interest and tax

23.36 27.04 22.32 1380.81 1,598.33 1,319.34

Amortisation and Depreciation 10.43 10.50 10.18 616.52 620.66 601.74

Finance income 1.03 0.18 0.94 60.88 10.64 55.56

Finance expenses (7.05) (6.48) (6.85) -416.73 -383.03 -404.90

Exchange gains / losses (4.33) (6.13) 7.29 -255.95 -362.34 430.91

Profit before tax 2.58 4.11 13.52 152.50 242.94 799.17

Income tax expense (0.63) (1.07) (4.71) -37.24 -63.25 -278.41

Profit after tax 1.95 3.04 8.81 115.26 179.69 520.76

Balance Sheet Year

ended Year

ended Period ended

Year ended

Year ended

Period ended

30-Jun-10 30-Jun-09 30-June-08 30-Jun-10 30-Jun-09 30-June-08

Euro in Mn except for per share data `̀̀̀ in Mn except for per share data

SOURCE OF FUNDS

Paid up Equity Share capital 0.64 0.64 0.64 37.89 37.89 37.89

Share Premium 5.75 5.75 5.75 339.82 339.82 339.82

Retained Earnings 13.15 11.20 8.48 777.47 662.15 501.37

Translation differences -0.97 -2.11 -1.66 -57.51 -124.96 -98.00

Networth 18.57 15.48 13.21 1097.67 914.90 781.08

Secured Loans 42.46 45.77 47.426 2510.05 2705.35 2803.35

Unsecured Loans 23.79 22.03 20.395 1406.17 1302.02 1205.55

Non Current liabilities 12.78 16.14 21.302 755.48 953.80 1259.16

Current liabilities 11.95 11.66 8.299 706.60 689.22 490.55

Total 109.56 111.07 110.64 6475.97 6565.29 6539.69

APPLICATION OF FUNDS

Property Plant & Equipment 4.93 5.81 3.99 291.23 343.49 235.67

Goodwill 38.34 38.13 38.68 2266.04 2253.63 2286.26

Other intangible assets 31.86 40.77 49.89 1883.42 2410.09 2948.70

Investments and other assets 1.67 1.64 1.85 98.71 96.64 109.41

Current assets 32.76 24.72 16.24 1936.56 1461.44 959.65

Total 109.56 111.07 110.64 6475.97 6565.29 6539.69

OTHER FINANCIAL DATA

Year ended

Year ended

Period ended

Year ended

Year ended

Period ended

30-Jun-10 30-Jun-

09 30-June-08 30-Jun-10 30-Jun-09 30-June-08

(Euro) `̀̀̀

Dividend per share - - - - - -

Earnings per share (Euro) 3.04 4.74 13.74 179.69 280.18 812.17

Return on Networth (%) 10.51% 19.64% 66.69% 10.51% 19.64% 66.69%

Book Value per share (Euro) 28.97 24.15 20.61 1712.42 1427.51 1218.26

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Notes: (1) Earnings per share = Profit after tax after minority interest / No. of equity shares outstanding at year-end (2) Return on Networth = Profit after tax after minority interest / Networth at year-end (3) Book Value per share = Networth at year-end / No. of equity shares outstanding at year-end (4) The period for FY ‘08 was from July 11, 2007 to June 30, 2008 (5) The break-up of audited figures pertaining to loans, into secured and unsecured loans, is based on management

figures (6) There have been no changes in accounting policies during last three financial years ended on June 30, 2010 Source: Annual Report of Accelya;

4.1.8 Summary of the most significant accounting principles of Accelya, as stated in the annual report for the year ended June 30, 2010, are as follows:

Accounting Principles

The consolidated annual accounts of Accelya have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations (IFRIC) as adopted by the European Union (EU-IFRS) and in force as on June 30, 2010. A summary of the most significant accounting principles is as follows: (a) Consolidation principle i) Subsidiaries Subsidiaries are entities over which Accelya exercises control, either directly or indirectly through subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights held by the Accelya Group or other entities that are exercisable or convertible at the end of each reporting period are considered. The income, expenses and cash flows of subsidiaries are included in the consolidated annual accounts from the date of acquisition, which is when the Accelya Group takes control, until the date that control ceases. Control is assumed to exist in the following circumstances:

� when the Parent holds, directly or indirectly through subsidiaries, the majority of the voting rights

of another entity; or � when without holding the majority of voting rights, the Parent has the power to govern another

entity, has economic control of this entity and is able to take decisions therein.

ii) Business combinations The Accelya Group applies the purchase method for business combinations. The acquisition date is the date on which the Accelya Group obtains control of the acquiree. The cost of the business combination is calculated as the sum of the acquisition-date fair values of the assets transferred, the liabilities incurred or assumed, equity instruments issued and any additional consideration contingent on future events or the fulfilment of certain conditions, in exchange for control of the acquiree. The consideration paid excludes all amounts that do not form part of the exchange for the acquired business. Acquisition-related costs are recognised as expenses when incurred. Any excess between the cost of the business combination and the Accelya Group’s share in the fair value of identifiable net assets of the acquiree is recognised as goodwill, while any shortfall is recognised in profit and loss once the cost of the business combination and fair values of the net assets acquired have been duly reconsidered. In transactions under common control, the Accelya Group considers that control over an acquired entity takes place from the date the Parent company or sole equity holder has economic control of this acquired entity and is able to take decisions therein, and the transaction takes effect from that date and not when the transfer of ownership of shares takes place. The investment in 100% of the share capital of the subsidiary Accelya France, SAS was acquired directly by the sole shareholder as part of the business combination and, as agreed at the date of this combination, was formally transferred by this subsidiary to the Parent on September 25, 2007. Since July 1, 2007 (date of acquisition of the companies comprising the Accelya Group from the ADP, Inc. Group), the Parent has economic control over and the power to make decisions in Accelya France SAS. Consequently, the Parent consolidated Accelya France, SAS as of July 1, 2007, recognising at that date the early acquisition of these investments and a liability for the payable to the sole shareholder.

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iii) Elimination of internal operations Intragroup balances and transactions and unrealised gains or losses are eliminated on consolidation. Nevertheless, unrealised losses are considered as indicative of impairment of the transferred assets.

iv) Unification in terms of timing and measurement criteria The accounting policies of subsidiaries have been adapted to those of the Accelya Group for transactions and other events in similar circumstances. Measures have been taken to ensure the financial statements of subsidiaries with different reporting dates to those of the Parent cover the same period as those of the Parent. The closing date for all subsidiaries is June 30, except for Accelya Servicios S.A. de C.V., Accelya América S.A. de C.V. and ADP Clearing do Brasil, Ltda., which have reporting closes at December 31.

(b) Foreign currency balances and transactions

i) Functional and presentation currency The Accelya Group considers the Euro as its functional and presentation currency as, although a substantial part of its revenue and financial liabilities are in US Dollars, the Euro is the currency of the primary economic environment in which it operates and the currency in which it expresses its costs and equity items.

ii) Foreign currency balances and transactions Transactions in foreign currency are translated to the functional currency at the foreign exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to the functional currency at the foreign exchange rate at that date. Gains or losses arising on settlement of transactions in foreign currency and on translation to Euros of monetary assets and liabilities expressed in foreign currency are recognised in the statement of comprehensive income. In the consolidated statement of cash flows, cash flows from foreign currency transactions have been translated into Euros at the exchange rates prevailing at the dates the cash flows occur. The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is recognised separately in the statement of cash flows as effect of exchange rate fluctuations on cash held.

iii) Translation of foreign operations The translation to Euros of foreign operations with a functional currency that is not the Euro is based on the following criteria:

� Assets and liabilities, including goodwill and adjustments to net assets deriving from the

acquisition of businesses, including the comparative balances, are translated at the closing rate at each balance sheet date;

� Income and expenses, including the comparative balances, are translated at exchange rates at the dates of the transactions; and

� Exchange differences arising from application of the above criteria are recognised under translation differences in other comprehensive income.

In the consolidated statement of cash flows, cash flows, including the comparative balances, from subsidiaries and foreign joint ventures are translated to Euros applying the exchange rates at the date of the cash flows. Translation differences relating to foreign operations recognised in other comprehensive income are accounted for as an adjustment in the profit or loss on the sale upon disposal of the aforementioned operations.

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(c) Property, plant and equipment i) Assets for own use Property, plant and equipment is carried at cost, less any accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment comprises its purchase price, after deducting trade discounts and rebates, plus any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the obligation for which has been incurred as a consequence of having used the item for purposes other than to render services.

ii) Investments in leased properties Non-current investments in properties leased from third parties are recognised on the basis of the same criteria for property, plant and equipment. Investments are amortised over the lower of their useful lives and the term of the lease contract. The lease term is consistent with that established for recognition of the lease. Provision is made for the estimated carrying amount of the irrecoverable investments in the event that doubts exist that the lease will run for the full term of the contract. Likewise, where applicable, the cost of these investments includes the estimate of the costs of dismantling, removing the items and restoring the site on which they are located, the obligations for which the Accelya Group incurs at the end of the contract. Provision is made for the present value of the estimated cost it is expected will be incurred.

iii) Subsequent costs The Accelya Group capitalises the cost of replacing part of an item at the time it is incurred, when it is probable that additional future economic benefits will be generated by the item and cost can be measured reliably. Remaining costs such as repair and maintenance costs are expensed in the consolidated statement of comprehensive income as they are incurred.

iv) Depreciation Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset, less its residual value. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Land is not depreciated. Property, plant and equipment are depreciated using the following criteria: Buildings (30 years), Plant and machinery (5-10 years), Information technology equipment (2-4 years), other installations, equipment and furniture (4-10 years), other assets (2-10 years). Accelya Group reviews useful lives and depreciation methods at least at each period end. Changes to initially established criteria are accounted for as a change in accounting estimates.

v) Impairment The Accelya Group evaluates and tests for impairment losses and reversals of impairment losses on property, plant and equipment based on the criteria set out in note (e). (d) Intangible assets

i) Goodwill Goodwill acquired in business combinations is initially recognised as the excess of the cost of the business combination over the Accelya Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or the joint venture acquired. Negative goodwill arising on an acquisition is recognised directly in the consolidated statement of comprehensive income. Goodwill is not amortised, but is tested for impairment annually or more frequently whenever there is an indication that goodwill may be impaired. Goodwill acquired in a business combination is allocated to each cash-generating unit (CGU). After initial recognition, goodwill is measured at cost less any accumulated impairment losses. The acquisition of investments and the calculation of their cost was performed simultaneously and jointly in the context of a single transaction with the vendor. The Accelya Group centrally manages the clearing service business and other related services (the Accelya Group’s principal

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activity), which are substantially rendered through software and common contractual frameworks. In this regard, the Accelya Group considers that the activities of the various companies comprising the Group are interdependent and therefore, the Accelya Group only considers one CGU, comprising the consolidated Accelya Group, when analysing impairment of the goodwill acquired in the aforementioned business combination. Internally generated goodwill is not recognised as an asset. ii) Intangible assets acquired in business combinations The cost of identifiable intangible assets acquired in business combinations is equivalent to their acquisition-date fair value, to the extent that this value can be measured reliably. Intangible assets associated with existing customer contracts basically comprise the value of the relationships existing between the corresponding company and its customers arising from contractual rights, and are therefore, recognised as intangible assets when they meet the legal-contractual criterion. These items are measured using the market value obtained from commonly accepted measurement criteria based on discounted future cash flows. Finite useful lives have also been considered based on the expiry of contracts signed with these customers.

iii) Software Software is carried at cost, less accumulated amortisation and impairment losses. Software repair and maintenance costs are expensed when incurred.

iv) Other intangible assets Other intangible assets are carried at cost, less accumulated amortisation and impairment losses. v) Useful lives and amortisation rates The Accelya Group assesses whether the useful life of each intangible asset acquired is finite or indefinite. An intangible asset is regarded by the Accelya Group as having an indefinite useful life when there is no foreseeable limit to the period over which the asset will generate net cash inflows. Intangible assets with finite useful lives are amortised on a straight-line basis in accordance with the following criteria:

� Software acquired in the business combination is amortised on a straight-line basis over the

useful life of the assets estimated at a period of six and a half years. � Other software is amortised on a straight-line basis over the three-year period of expected use. � Customer portfolios, presented under other intangible assets in the consolidated balance sheet

and acquired in the business combination are amortised on a straight-line basis over the term of the associated contracts.

The depreciable amount is the cost or attributed cost (or revalued cost) of an asset less its residual value. The Accelya Group reviews the residual value, useful life and amortisation method for intangible assets at each financial year end. Changes to initially established criteria are accounted for as a change in an accounting estimate. (e) Impairment of non-financial assets subject to amortisation or depreciation The Accelya Group tests whether there are indications of possible impairment losses on non-financial assets subject to amortisation or depreciation to verify whether the carrying amount of these assets exceeds the recoverable amount. Irrespective of whether there is any indication of impairment, the Accelya Group also tests goodwill, intangible assets with indefinite useful lives, and intangible assets not yet available for use for possible impairment at least annually. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. An asset’s value in use is calculated based on an estimate of future cash flows expected to be derived from the asset, expectations about possible variations in the amount or timing of those future cash flows, the time value of money, the price for bearing the uncertainty inherent in the asset, and other factors that market participants would reflect in pricing the future cash flows expected to be derived from the asset. Negative differences arising from comparison of carrying amounts of assets with their recoverable amounts are expensed.

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Recoverable amount is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for the CGU to which the asset belongs. Impairment losses recognised for CGUs are initially allocated to reduce, where applicable, the goodwill distributed to the CGU and then to the other assets of the CGU pro rata on the basis of the carrying amount of each of the assets. The carrying amount of each asset may not be reduced to below the highest of its fair value less costs to sell, its value in use and zero. At the end of each reporting period the Accelya Group assesses whether there is any indication that an impairment loss recognised in prior periods may no longer exist or may have decreased. Impairment losses on goodwill are not reversible. Impairment losses for other assets are only reversed if there has been a change in the estimates used to calculate the recoverable amount of the asset. A reversal of an impairment loss for an asset is recognised in profit and loss. However, the reversal of an impairment loss cannot increase the carrying amount of the asset in excess of the carrying amount that would have been determined, net of amortisation or depreciation, had no impairment loss been recognised. A reversal of an impairment loss for a CGU is allocated to the assets, except for goodwill, pro rata with the carrying amounts of those assets. The carrying amount of an asset should not be increased above the lower of its recoverable value and the carrying amount that would have been determined, net of amortisation or depreciation, had no impairment loss been recognised. For the purpose of testing the impairment of goodwill acquired in the business combination, the Accelya Group only considers a single CGU which comprises the consolidated Accelya group.

(f) Leases The Accelya Group has the right to use certain assets through lease contracts. Leases in which the Accelya Group assumes substantially all the risks and rewards incidental to ownership are classified as finance leases, otherwise they are classified as operating leases. Lease payments under an operating lease, net of any incentives received, are recognised as an expense on a straight-line basis over the lease term. The Accelya Group recognises initial direct costs incurred on operating leases as an expense when incurred. Contingent rent instalments are recognised as an expense when it is probable that they will be incurred.

(g) Financial instruments

i) Classification of financial instruments Financial instruments are classified on initial recognition as a financial liability, financial asset or equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument as set out in IAS 32 “Financial Instruments: Presentation”. The Accelya Group recognises financial instruments when it becomes party to the contract or legal transaction, in accordance with the terms set out therein. For the purpose of measurement, financial instruments are classified as financial assets and financial liabilities at fair value through profit or loss, loans and receivables and financial assets and financial liabilities measured at cost. This classification depends on the characteristics of the financial instrument and the purpose for which it was acquired. Regular way purchases and sales of financial assets are recognised using trade date accounting, i.e. when the Accelya Group commits itself to purchase or sell an asset.

ii) Offsetting principles A financial asset and a financial liability can only be offset when the Accelya Group has a legally enforceable right to set off the recognised amounts or intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

iii) Financial assets and financial liabilities at fair value through profit or loss Financial assets and financial liabilities at fair value through profit or loss are those which are classified as held for trading or which the Accelya Group has, upon initial recognition, designated as such. A financial asset or financial liability is classified as held for trading if it is:

� Acquired or incurred principally for the purpose of selling or repurchasing it in the near term; � Upon initial recognition part of a portfolio of identified financial instruments that are managed

jointly and for which there is evidence of a recent actual pattern of short-term profit-taking; or

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� A derivative, except a derivative that has been designated as a hedging instrument and complies with conditions for effectiveness and a derivative that is a financial guarantee contract.

Equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are not classified in this category. Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred. After initial recognition they are measured at fair value through profit and loss. Fair value is not reduced by transaction costs incurred on sale or disposal.

iv) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, other than those classified in other financial asset categories. These assets are recognised initially at fair value, including transaction costs, and are subsequently measured at amortised cost using the effective interest method. v) Fair value The fair value is the amount for which an asset can be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The Accelya Group generally applies the following systematic hierarchy to determine the fair value of financial assets and financial liabilities:

� Firstly, the Accelya Group applies the price quotations from the most advantageous active market

to which it has immediate access, adjusted as necessary to reflect any differences in credit risk between instruments usually traded in that market and the one being valued. The quoted market price for an asset held or liability to be issued is the current bid price and, for an asset to be acquired or liability held, the asking price. If the Accelya Group has assets and liabilities with offsetting market risks, it uses mid-market prices as a basis for establishing fair values for the offsetting risk positions and applies the bid or asking price to the net open position as appropriate.

� When no market prices are available, prices of recent transactions are used, adjusted to current conditions.

� Otherwise, the Accelya Group applies generally accepted valuation techniques using market data as much as possible and, to a lesser extent, specific group data.

vi) Amortised cost The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability was measured at initial recognition minus principal repayments, plus or minus cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, and minus any reduction for impairment or uncollectibility. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. For financial instruments, for which the related variable for fees, basis points, transaction costs, discounts or premiums is revised at market rates prior to expected maturity, the amortisation period is the time until the following review of conditions. Cash flows are estimated considering all contractual terms of the financial instrument but does not consider future credit losses. The calculation includes the fees and interest basis points paid or received by the contract parties, as well as the transaction costs and any other premium or discount. In those cases where the Accelya Group is unable to reliably estimate the cash flows or expected life of a financial instrument, contractual cash flows are used over the full term of the contract.

vii) Impairment and uncollectability of financial assets A financial asset or group of financial assets is impaired and impairment losses are incurred if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and that loss event or events has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

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• Impairment of financial assets carried at amortised cost In the case of financial assets carried at amortised cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. For variable income financial assets, the effective interest rate is used corresponding to the measurement date under the contractual conditions. The amount of an impairment loss is recognised in profit and loss and may be reversed in subsequent periods if the decrease can be objectively related to an event occurring after the impairment has been recognised. The loss can only be reversed to the limit of the amortised cost of the assets had the impairment loss not been recognised.

viii) Financial liabilities Financial liabilities, including trade and other payables, which are not classified at fair value through profit or loss, are initially recognised at fair value less any transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method. (h) Derivative financial instruments The Accelya Group uses derivative financial instruments to hedge exposure to currency and interest rate risks arising from its activities. These are initially recognised at fair value, plus, where applicable, directly attributable contracting transaction costs or, less, where applicable, directly attributable issue transaction costs. In accordance with its treasury policy, the Accelya Group does not acquire or hold derivative financial instruments for trading purposes. However, derivative financial instruments that do not qualify for hedge accounting are accounted for as trading instruments. The Accelya Group does not apply the accounting policies related to the hedge accounting for derivative financial instruments, due to the difficulty of fulfilling the requirements for proving their effectiveness established in IAS 39. Consequently, changes in the fair value of these assets are recognised immediately in the consolidated statement of comprehensive income. (i) Cash and cash equivalents Cash and cash equivalents include cash in hand, demand deposits with banks, and other short-term, highly-liquid investments with original maturities of three months or less, providing these are readily convertible to known amounts of cash. (j) Employee benefits

i) Termination benefits The Accelya Group recognises termination benefits unrelated to restructuring processes when it is demonstrably committed to terminate the employment of current employees before the normal retirement date. The Accelya Group is demonstrably committed to terminating the employment of current employees when a detailed formal plan has been prepared and there is no possibility of withdrawing or changing the decisions made. Indemnities payable over 12 months are discounted at interest rates by reference to market yields on high quality corporate bonds and debentures.

ii) Restructuring indemnities Restructuring indemnities are recognised when the Accelya Group has a constructive obligation, i.e. when a detailed and formal restructuring plan has been approved and valid expectations exist among employees either because the restructuring has commenced or has been communicated to employees. Restructuring provisions only include the direct expenditures arising from the restructuring which are not associated with the ongoing activities of the Accelya Group.

iii) Short-term employee benefits The Accelya Group recognises the expected cost of short-term employee benefits in the form of accumulating compensated absences when the employees render service that increases their entitlement to future compensated absences. In the case of non-accumulating compensated absences, the expense is recognised when the absences occur. The Accelya Group recognises the expected cost of profit-

Letter of Offer

- 23 -

sharing and bonus payments when it has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made. iv) Pension Plans Liabilities for pensions and the net cost of pensions are determined using actuarial calculations based on key assumptions including the discount rate, expected rate of return on assets of the plan, estimated salary increases, and mortality rates. The assumption on discount rates takes into account the rates for high quality fixed income investments with the appropriate maturities at the balance sheet date. The expected rate of return on assets of the plan is calculated uniformly using historical long-term rates of return and how the assets are allocated. Key assumptions may vary from actual conditions due to changes in economic and market circumstances and could lead to variations in liabilities for pensions. Any such differences are recognised in equity as actuarial losses or gains. (k) Provisions Provisions are recognised when the Accelya Group has a present obligation (legal or implicit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The discount rate does not reflect risks for which future cash flow estimates have been adjusted. If it is not probable that an outflow of resources embodying economic resources will be required to settle an obligation, the provision is reversed. The provision is reversed against the profit and loss caption in which the related expense was recognised, and any surplus is accounted for in other income.

(l) Income and expenses Income and expenses are recognised on an accruals basis. Revenue arising from the rendering of services is recognised when, by reference to the stage of completion, it is considered that the service has been substantially rendered, its measurement can be estimated reliably, and it is probable that the economic benefits associated with the service will be received. Historical data show that possible customer claims relating to the services rendered by the Accelya Group have had a minimum and immaterial impact. Consequently, the Accelya Group does not make a provision for costs associated with possible customer claims, and expenses such costs when they are known. (m) Income tax Income tax on the profit for the year comprises current and deferred tax. Current tax is the amount of income taxes payable or recoverable in respect of the consolidated taxable profit or consolidated tax loss for the year. Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences, whereas deferred tax assets are the amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carryforward of unused tax losses, and the carryforward of unused tax credits. Temporary differences are considered to be the difference between the carrying amount of the assets and liabilities and their tax base. Current and deferred tax is recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different period, directly in equity, or from a business combination. Income tax deductions granted by public entities are recognised as a reduction in the income tax expense when there is reasonable assurance that the Accelya Group will comply with the conditions attached to the right to deduction. Since 2008 the Accelya Holding World S.L.U. files consolidated income tax returns with its subsidiary, Accelya World, S.L.U. Accelya Holding World S.L.U., as the Parent of the tax group, is responsible for settling consolidated income tax and filing the related declaration. The accrued income tax expense for the companies forming the consolidated tax group is determined taking into account, in

Letter of Offer

- 24 -

addition to the factors to consider in the case of individual taxation set out previously, the following:

� Temporary and permanent differences arising from the elimination of profits and losses on operations between Accelya Group companies, derived from the process of determining consolidated taxable income.

� Deductions and credits that correspond to each company forming the consolidated tax group; for these purposes, deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit.

i) Taxable temporary differences Taxable temporary differences are recognised in all cases except where:

� They arise from the initial recognition of goodwill or an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit or tax loss;

� They are associated with investments in subsidiaries and business combinations over which the Accelya Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

ii) Deductible temporary differences Deductible temporary differences are recognised provided that:

� it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the differences arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit or tax loss.

� they relate to temporary differences associated with investments in subsidiaries and business combinations to the extent that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

Tax planning opportunities are only considered on evaluation of the recoverability of deferred tax assets and if the Accelya Group intends to use these opportunities or it is probable that they will be used. iii) Measurement Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted and reflecting the tax consequences that would follow from the manner in which the Accelya Group expects to recover or settle the carrying amount of its assets and liabilities. The carrying amounts of deferred tax assets are reviewed by the Accelya Group at the end of each reporting period to reduce these amounts to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of the deferred tax assets to be utilised. Deferred tax assets which do not meet the above conditions are not recognised in the consolidated balance sheet. At year end the Accelya Group assesses whether deferred tax assets which were previously not recognised already meet the conditions for recognition.

iv) Offset and classification The Accelya Group only offsets current tax assets and current tax liabilities if it has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. The Accelya Group only offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to income taxes levied by the same taxation authority on the same entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Deferred tax assets and liabilities are recognised on the consolidated balance sheet under non-current assets or liabilities, irrespective of the date of realisation or settlement.

Letter of Offer

- 25 -

(n) Classification of assets and liabilities as current and non-current

The Accelya Group classifies assets and liabilities in the consolidated balance sheet as current and non-current. Current assets and liabilities are determined as follows:

� The Accelya Group classifies an asset as current when it expects to realise the asset or intends

to sell or consume it in its normal operating cycle, it holds the asset primarily for the purpose of trading and it expects to realise the asset within 12 months after the reporting date or the asset is cash or a cash equivalent, unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.

� The Accelya Group classifies a liability as current when it expects to settle the liability in its normal operating cycle, it holds the liability primarily for the purpose of trading, the liability is due to be settled within 12 months after the reporting period or the Accelya Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Financial liabilities which must be settled within 12 months after the reporting period are classified as current, even if they are due to be settled more than 12 months after the reporting period and a refinancing or restructuring arrangement for non-current payments exists which has been finalised subsequent to reporting date and before the consolidated annual accounts have been prepared.

4.1.9 There were no contingent liabilities of Accelya as of June 30, 2010. (Source: Annual Report)

4.1.10 Comparison of results (Consolidated): Results for financial year 2010 compared to financial year 2009: The revenue for the year ended June 30, 2010 was € 52.85 Million (` 3,123.96 Mn.) compared to € 56.95 Million (` 3,366.31 Mn.) in the previous year (decrease of 7.08%). The variation in revenue is due to the decrease in the volumes and prices invoiced for some services. Accelya recorded a profit after tax of € 1.95 Million (` 115.26 Mn.) in the year ended June 30, 2010 compared to € 3.04 Million (` 179.69 Mn.) in the year ended June 30, 2009 (a fall of 35.86%). The decrease is primarily due to decrease in revenue which was partially compensated by lower operating expenses and lower negative exchange rate differences as compared to year ended June 30, 2009. Results for financial year 2009 compared to financial year 2008: Financials for FY 2008 are for the period of 11 months and 21 days ended June 30, 2008 and are not directly comparable with the results for year ended June 30, 2009 The revenue for the year ended June 30, 2009 was € 56.95 Million (` 3,366.31 Mn.) compared to € 54.22 Million (` 3,204.94 Mn.) in the period ended June 30, 2008 (increase of 5%). The increase in revenue is due to the commercialization of new services and success of the existing ones. Accelya recorded a profit after tax of € 3.04 Million (` 179.69 Mn.) in the year ended June 30, 2009 as against € 8.81 Million (` 520.76 Mn.) in the period ended June 30, 2008 (a fall of 65.5%). The decrease is primarily due to exchange rate fluctuation of USD/€.

4.1.11 Disclosure of any earlier acquisitions made by Accelya in the Target Company: Nil 4.1.12 The provisions of Chapter II of the SEBI Takeover Code, vis-à-vis the Target Company are not

yet applicable to the Acquirer. None of the directors of Accelya hold any Shares in the Target Company, as on the date of the PA.

4.1.13 For details regarding the subsidiaries/ companies promoted / controlled by Accelya: Request to

refer to paragraph 4.2.

Letter of Offer

- 26 -

4.2 Information on companies presently promoted / controlled by the Acquirer:

The Acquirer has 10 wholly owned subsidiaries. Following are the details:

Name of Company Date of

Incorporation Country of

Incorporation Nature of Business

Accelya World, S.L.U. April 2, 1962 Spain To provide value added services for airline and travel industries

Accelya France, SAS September 20, 1966

France

To provide value added services for airline and travel industries and EDI services to other industries

Accelya South Africa (Pty) Ltd October 8, 1999

South Africa To provide value added services for airline and travel industries

Accelya Portugal Unipessoal, Ltda.

September 17, 1996

Portugal To provide value added services for airline and travel industries

Accelya Tunisie, S.a.r.l. February 15, 2000

Tunisia To provide value added services for airline and travel industries

Accelya Hungary, Kft. January 3, 2003

Hungary To provide value added services for airline and travel industries

Accelya UK Limited April 18, 2007 UK To provide value added services for airline and travel industries

Accelya Servicios S.A. de C.V. May 29, 1995 Mexico To provide administrative services

Accelya América S.A. de C.V. May 29, 1995 Mexico To provide value added services for airline and travel industries

Accelya do Brasil Serviços de Processamento de Dados Ltda.

October 13, 1998

Brazil The company does not have any operations, as on date

(The financials of all the subsidiaries are consolidated in the consolidated financial statements of the Acquirer.)

None of the above mentioned companies are listed on any stock exchange(s). The Sick Industrial Companies (Special Provisions) Act, 1985 is not applicable to all the companies mentioned above.

4.3 Disclosures in terms of Regulation 16(ix) of the SEBI Takeover Code

Please refer to paragraph 3.3 on page 13 of this Letter of Offer.

Letter of Offer

- 27 -

5 DISCLOSURE IN TERMS OF REGULATION 21

Pursuant to the acquisition under the SPA and under this Offer, the public shareholding in the Target Company will not reduce below 25%, which is the minimum level required as per the listing agreements entered into by the Target Company and notification of the Government of India, dated June 4, 2010 and August 9, 2010 amending the Securities Contracts (Regulation) Rules, 1957. Presently, the Acquirer does not intend to make a delisting proposal for the Shares of the Target Company, in the three years period post this Offer.

6 BACKGROUND OF KALE CONSULTANTS LIMITED

(NOTE: The disclosures under this section have been made based on information and confirmations provided by the Target Company)

6.1 KCL was incorporated as a private limited company on September 25, 1986, under the Companies

Act, 1956 in the State of Maharashtra. The promoters of KCL entered into a memorandum of understanding on September 20, 1986 with the partners of Kale Consultants (“KC”) a partnership firm registered in February, 1980 under the Partnership Act, 1932 for takeover of computer software related business of KC. Subsequently, a transfer deed was executed on January 30, 1987 and the business of KC was transferred to KCL. KCL became a deemed public limited company on October 29, 1997 and the name was changed to its present name on August 17, 1999. The registered office of KCL is situated at Kale Enclave, 685/2B & C, 1

st Floor, Sharada Arcade, Satara Road, Pune -

411 037; Tel: +91 20 6608 3777, Fax: +91 20 2423 1639. The corporate office of KCL is situated at Modi House, 1

st Floor, Naupada, Eastern Express Highway, Thane (W) - 400 602, India, Tel: +91

22 6780 8888, Fax: +91 22 6780 8899.

6.2 KCL primarily provides revenue accounting, cargo, financial management, consulting and analytics solutions to airline industry. It provides end-to-end platform for travel operators and delivers software products, technology, managed process, hosting and consulting services. KCL has five subsidiary companies located in India, US and UK and one joint venture located in India.

6.3 The Shares of KCL are currently listed on the NSE, BSE and PSE. KCL came out with a public issue in September 1999 and its Shares got listed on NSE, BSE and PSE on December 1, 1999, November 24, 1999 and November 11, 1999 respectively.

6.4 As on the date of the PA, the authorised share capital of KCL comprised of 15,000,000 equity shares having face value of ` 10 each aggregating to ` 150,000,000 and the issued, subscribed and fully paid up capital of KCL comprised of 14,953,076 equity shares having face value of ` 10 each aggregating to ` 149,530,760 (excluding 1100 forfeited shares amounting to ` 6,050). As on the date of the PA, there were 968,171 outstanding options which have been granted under ESOP Schemes. Accordingly, the fully expanded equity and voting share capital is calculated as the sum of the issued and fully paid up capital and the outstanding options (i.e. 15,921,247 Shares), as on the date of PA.

6.5 As on the date of the PA, there were no partly paid-up equity shares or outstanding convertible instruments, other than 968,171 outstanding options under the ESOP Schemes. There are additional 472,653 options under the ESOP Schemes, which are presently not granted.

6.6 The equity share capital structure of KCL, as on the date of the Public Announcement, was as follows:

Particulars No. of shares % of Voting Shares

Authorised Equity Shares 15,000,000 -

Issued Equity Shares* 14,953,076 -

Subscribed and fully paid up Equity Shares 14,953,076 100%

Total Voting Rights 14,953,076 100%

* does not include the shares that have been forfeited and not re-issued (Source: Annual Report and information provided by KCL)

Letter of Offer

- 28 -

6.7 Details of the changes in share capital of the Target Company since incorporation till the date of the PA and status of compliance with SEBI Takeover Code, are as follows:

Date of Allotment

No. of Equity Shares Issued

% of Equity Shares Issued

Cumulative Equity Share Capital

Mode of Allotment

Conside-ration

Identity of Allottees

Status of Compliance with SEBI Takeover

Code

Face Value `̀̀̀ 1,000 / 10

No. of

Shares `̀̀̀

20-Oct-86 10 0.0% 10 10,000 Initial Subscription

Cash Subscribers to the Memorandum of Association

NA

17-Dec-86 105 0.0% 115 115,000 Further allotment

Cash Promoters, Friends & Relatives

NA

26-Feb-87 495 0.0% 610 610,000 Further allotment

Cash Promoters, Friends & Relatives

NA

29-Apr-87 80 0.0% 690 690,000 Further allotment

Cash Promoters NA

29-Jun-87 110 0.0% 800 800,000 Further allotment

Cash Director, Relatives, Employees

NA

01-Apr-88 200 0.0% 1,000 1,000,000 Further allotment

Cash ICICI Limited NA

09-Mar-90 1,000 0.0% 2,000 2,000,000 Further allotment

Cash

Promoters, Director, Relatives, Body Corporate and Financial Institution

NA

04-Sep-95 4,000 0.0% 6,000 6,000,000 Rights Issue Cash Rights Issue NA

22-Mar-96 6,000 0.0% 12,000 12,000,000 Bonus Issue - Bonus Issue NA

On 22 October 1997, the shares were subdivided from ` 1000 to ` 10

29-Oct-97 715,000 4.8% 1,915,000 19,150,000 Further allotment

Cash

ICICI Venture Funds Management Company Limited (formerly TDICICI Limited)

NA

31-Mar-98 50,000 0.3% 1,965,000 19,650,000 Further allotment

Cash Non - Resident Indian

NA

22-Jun-99 200,000 1.3% 2,165,000 21,650,000 Further allotment

Cash Promoters NA

23-Jun-99 6,147,500 41.1% 8,312,500 83,125,000 Further allotment and Bonus Issue

Cash and

Bonus

Kale Consultants Limited Employees Welfare Trust (5,35,000), Bonus Issue (54,12,500), Non Promoters (2,00,000)

NA

20-Oct-99 3,187,500 21.3% 11,500,000 115,000,000 Public Issue Cash Public Issue NA

23-Oct-03 (1,100) 0.0% 11,498,900 114,989,000 Shares Forfeited

- - NA

10-Mar-04 100,000 0.7% 11,598,900 115,989,000 Preferential Allotment

Cash

Promoters (including allotment to person who has ceased to be a Promoter)

NA

28-Sep-04 12,334 0.1% 11,611,234 116,112,340 ESOP Allotment

Cash Employees NA

29-Oct-04 24,263 0.2% 11,635,497 116,354,970 ESOP Allotment

Cash Employees NA

Letter of Offer

- 29 -

Date of Allotment

No. of Equity Shares Issued

% of Equity Shares Issued

Cumulative Equity Share Capital

Mode of Allotment

Conside-ration

Identity of Allottees

Status of Compliance with SEBI Takeover

Code

Face Value `̀̀̀ 1,000 / 10

No. of

Shares `̀̀̀

28-Jan-05 46,953 0.3% 11,682,450 116,824,500 ESOP Allotment

Cash Employees NA

03-May-05 33,351 0.2% 11,715,801 117,158,010 ESOP Allotment

Cash Employees NA

10-Jun-05 700,000 4.7% 12,415,801 124,158,010 Conversion of warrants

Cash

Promoters (including allotment to person who has ceased to be a Promoter)

Regulation 7(3) - Not Complied. (Refer to

Paragraph 6.16 (i) (d))

25-Jul-05 36,022 0.2% 12,451,823 124,518,230 ESOP Allotment

Cash Employees NA

25-Oct-05 90,711 0.6% 12,542,534 125,425,340 ESOP Allotment

Cash Employees NA

02-Jan-06 91,250 0.6% 12,633,784 126,337,840 ESOP Allotment

Cash Employees NA

24-Jan-06 191,829 1.3% 12,825,613 128,256,130 ESOP Allotment

Cash Employees NA

20-Feb-06 19,377 0.1% 12,844,990 128,449,900 ESOP Allotment

Cash Employees NA

25-Apr-06 48,313 0.3% 12,893,303 128,933,030 ESOP Allotment

Cash Employees NA

25-Jul-06 50,348 0.3% 12,943,651 129,436,510 ESOP Allotment

Cash Employees NA

18-Oct-06 69,319 0.5% 13,012,970 130,129,700 ESOP Allotment

Cash Employees NA

25-Jan-07 44,118 0.3% 13,057,088 130,570,880 ESOP Allotment

Cash Employees NA

15-Mar-07 162,811 1.1% 13,219,899 132,198,990 ESOP Allotment

Cash Employees NA

24-Apr-07 44,918 0.3% 13,264,817 132,648,170 ESOP Allotment

Cash Employees NA

30-Jul-07 42,258 0.3% 13,307,075 133,070,750 ESOP Allotment

Cash Employees NA

26-Oct-07 22,335 0.1% 13,329,410 133,294,100 ESOP Allotment

Cash Employees NA

25-Jan-08 20,882 0.1% 13,350,292 133,502,920 ESOP Allotment

Cash Employees NA

25-Apr-08 5,302 0.0% 13,355,594 133,555,940 ESOP Allotment

Cash Employees NA

24-Jul-08 5,839 0.0% 13,361,433 133,614,330 ESOP Allotment

Cash Employees NA

22-Jul-09 441 0.0% 13,361,874 133,618,740 ESOP Allotment

Cash Employees NA

22-Oct-09 16,662 0.1% 13,378,536 133,785,360 ESOP Allotment

Cash Employees NA

25-Jan-10 66,008 0.4% 13,444,544 134,445,440 ESOP Allotment

Cash Employees NA

30-Mar-10 369,475 2.5% 13,814,019 138,140,190 Conversion of warrants

Cash Promoters

Regulation 7(3) - Not Complied. (Refer to

Paragraph 6.16 (i) (d))

Letter of Offer

- 30 -

Date of Allotment

No. of Equity Shares Issued

% of Equity Shares Issued

Cumulative Equity Share Capital

Mode of Allotment

Conside-ration

Identity of Allottees

Status of Compliance with SEBI Takeover

Code

Face Value `̀̀̀ 1,000 / 10

No. of

Shares `̀̀̀

22-Apr-10 149,618 1.0% 13,963,637 139,636,370 ESOP Allotment

Cash Employees NA

11-Jun-10 725,525 4.9% 14,689,162 146,891,620 Conversion of warrants

Cash Promoters

Regulation 7(3) - Not Complied. (Refer to

Paragraph 6.16 (i) (d)

and the note below)

10-Jul-10 263,914 1.8% 14,953,076 149,530,760 ESOP Allotment

Cash Employees NA

Total 14,953,076

Note: KCL has received a letter no. FED.MRO.CAP/2627/04.61.046/2010-11 dated August 14, 2010 from RBI advising KCL to obtain post-facto approval for issue of warrants to foreign promoters. KCL vide its letter dated September 7, 2010 has replied to RBI stating to the effect that the business of KCL falls under automatic route and issuance of convertible warrants to person resident outside India, and thereafter conversion into equity shares, does not require prior approval from RBI or Government of India.

6.8 Neither KCL nor its existing promoters’ have been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, or any other regulations framed there under and there has been no suspension of trading of the Shares in any stock exchange.

6.9 The Board of Directors of KCL as on the date of the Public Announcement was as under:

Sl No

Name, Residential Address & DIN

Original Date of

Appointment Designation Qualification Experience

1 Narendra Harihar Kale 9150, Falling Water Drive West Burr Ridge, IL 60527 USA DIN: 02394331

September 25, 1986

Non-Executive Chairman (Promoter)

M Tech in Computer Science from IIT Kanpur and Advanced Management program from Harvard University, USA

He has over 30 years of experience in the Information Technology industry with focus on design of application software products and projects for service industries. He has worked with IT consulting companies like TCS as well academic institutes like University of Pune. He has received the distinguished alumnus award for excellence in entrepreneurship from IIT Kanpur in 2007. He is also a member of hall of fame at IIT Kanpur and College of Engineering, Pune

2 Vipul Prashad Jain 71B, Tanna Residency, 392, Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025 DIN: 00142518

September 25, 1986

Managing Director, Executive (Promoter)

B Tech from IIT Kanpur and Post Graduate in Management from IIM Ahmedabad

He has more than 25 years of experience in IT industry. In 1986, he, along with Mr. Narendra Kale, promoted Kale Consultants and took on marketing responsibility for the company. In 1992, he took on the responsibility of Managing Director of KCL. He was instrumental in setting up the airlines line of business for KCL.

Letter of Offer

- 31 -

Sl No

Name, Residential Address & DIN

Original Date of

Appointment Designation Qualification Experience

3 K. K. Nohria 351, Narayan Dabholkar Road, No.11 ‘Arya Varta’, Mumbai-400 006 DIN: 00060015

October 8, 1988

Non-Executive

Independent Director

Electrical Engineer from Benaras Hindu University and subsequently pursued his studies in Power Engineering & Management from Manchester Technical College, UK

He is a fellow of the Institute of Electronic Engineers, UK, Fellow of Indian Society for Value Engineering and Life Fellow of All India Management Association. He has a total experience of more than 5 decades in the IT industry.

4 Prabhakar Deodhar 13, Landmark, 175, Carter Road, Bandra, Mumbai – 400 050 DIN: 00393117

February 1, 2001

Non-Executive

Independent Director

BE (Telecommunications) from the University of Pune

He is a Fellow of The Institution of Electronics and Telecommunication Engineers and a Fellow of IEEE of India. He is the founder of APLAB Group, which he started as a private R & D Lab in 1963-64.

5 Pravin Gandhi No. 19, 5

th Floor,

Fulchand Niwas, Chowpatty Sea Face, Mumbai – 400 007 DIN: 00694153

January 31, 2004

Non-Executive

Independent Director

BS in Industrial Engineering from Cornell University

He has more than 30 years of experience in IT industry. He is a past president of the Manufacturers Association of Information Technology (an IT products manufacturers association in India) and a past member of the NASSCOM executive council.

6.10 There are no mergers / demergers / spin offs involving KCL during the last 3 years. In the 2007,

KCL through its subsidiary in UK (Kale Revenue Assurance Services Limited, UK) acquired Zero Octa UK Limited, a UK based provider of airline revenue assurance, protection and audit services. Further, on September 6, 2010, the Board of Directors of KCL have passed a resolution approving the sale of the logistics business of KCL to Kale Logistics Solutions Private Limited (KLSPL), as a going concern, on a slump sale basis. This comprises sale, assignment and transfer of fixed and current assets, current liabilities, existing contracts, intellectual property rights and employees of the logistics business of KCL. KLSPL is a company owned by Mr. Narendra Kale, Mr. Vipul Jain and Mr. Sumeet Nadkar. The sale of the logistics business is subject to the approval of the shareholders under section 293(l)(a) of the Companies Act, 1956 and subject to all other approvals, consents and sanctions that may be necessary in this regard. Shareholders of KCL have approved the resolution, through postal ballot, for transfer of the logistic business.

6.11 Key financials of KCL for the last 3 years are as follows:

Standalone Consolidated

INCOME STATEMENT Period ended Year ended

(`̀̀̀ in Mn.) 30-June-10 31-Mar-10 31-Mar-09 31-Mar-08

(Please refer Note 3)

Audited Audited Audited

Income from operations 335.11 1,659.20 1,446.57 1,207.83

Other Income 1.15 10.27 14.71 13.35

Total Income 336.26 1,669.47 1,461.28 1,221.17

Total expenses 268.83 1,268.02 1,122.22 957.72

Profit before Depreciation, Interest and Taxes

67.43 401.45 339.06 263.45

Depreciation & Amortisation 24.67 139.69 118.66 127.96

Letter of Offer

- 32 -

Standalone Consolidated

INCOME STATEMENT Period ended Year ended

(`̀̀̀ in Mn.) 30-June-10 31-Mar-10 31-Mar-09 31-Mar-08

(Please refer Note 3)

Audited Audited Audited

Interest Expenses 0.75 2.64 4.44 6.14

Profit Before Tax & Exceptional Item 42.00 259.13 215.96 129.35

Exceptional Item 10.51 21.81 (21.81) 101.16

Profit Before Tax 52.51 280.94 194.14 230.51

Provision for Tax 1.00 17.98 21.21 22.94

Profit after Tax before Minority Interest & Prior Period Items

51.51 262.96 172.94 207.58

Minority Interest NA (3.89) (4.51) 2.41

Prior Period Items & Transfer to Goodwill NA 1.23 (2.77) (25.33)

Profit after tax 51.51 260.30 165.65 179.83

BALANCE SHEET As of

(`̀̀̀ in Mn) 31-Mar-10 31-Mar-09 31-Mar-08

Audited Audited Audited

SOURCE OF FUNDS

Paid up Share capital 138.15 133.62 133.51

Reserves and surplus (excluding revaluation reserve)

1,085.24 842.65 692.61

Less: Miscellaneous expenditure - - -

Partly paid warrants 7.98 - -

Networth 1,231.36 976.27 826.11

Secured loans 46.00 30.66 67.85

Unsecured loans - - 0.14

Minority Interest 19.20 15.30 10.79

Total 1,296.56 1,022.24 904.90

APPLICATION OF FUNDS

Goodwill 371.02 141.04 75.51

Net block of fixed assets 311.06 365.96 366.47

Investments 0.06 0.06 61.64

Deferred Tax Asset 10.70 4.35 6.42

Net current assets 603.72 510.83 394.85

Total 1,296.56 1,022.24 904.90

OTHER FINANCIAL DATA Year ended

31-Mar-10 31-Mar-09 31-Mar-08

Dividend (% of face value) 20% 10% 7.5%

Earnings per share (`) 19.45 12.40 16.55

Return on Networth (%) 21.14% 16.97% 21.77%

Book Value per share (`) 88.56 73.07 61.88

Notes: 1. Return on Networth = Profit after tax / Networth at year-end 2. Book Value per share = Networth at year-end / No. of equity shares outstanding at year-end 3. Limited Review Report dated July 23, 2010 issued by D. G. Kurundwadkar, Chartered Accountant

(Membership No. – 35602). Source: Annual Reports of the Target Company for FY 2008, FY 2009 & FY 2010

Letter of Offer

- 33 -

6.12 The contingent liabilities as on March 31, 2010 are as follows:

Particulars Amount (`̀̀̀ in Mn.)

Bank Guarantees in favour of various parties 31.02

Corporate Guarantee on behalf of its subsidiary company viz, Kale Revenue Assurance Services Ltd in respect of payment obligation towards acquisition of Zero Octa

GBP 1.2 Million

Appeals filed by the Company under Central Sales Tax Act, 1956 and Bombay Sales Tax Act, 1959 with Assistant Commissioner of Sales Tax (Appeals), Pune with respect to: a) Demand pertaining to FY 1998 for disallowance of overseas sales and

services 0.66

b) Demand relating to disallowance of software services for FY 1999 0.19

c) Demand relating to disallowance of set off for FY 2000 0.14

The Company had filed appeals with Deputy Commissioner of Sales Tax (Appeals), Pune with respect to: a) Software services disallowed for FY 2001 1.36

b) Disallowance of set off for FY 2001 0.03

c) Disallowance of software services and maintenance of software for FY 2002 7.87 Source: Annual Report FY 2010

6.13 Comparison of Results

Results for financial year 2010 compared to financial year 2009:

KCL’s income from operations for the year ended March 31, 2010 was ` 1,659.20 Mn. compared to `1,446.57 Mn. in the previous year. KCL recorded a profit after tax of ` 260.30 Mn. in the year ended March 31, 2010 as against a profit after tax of ` 165.65 Mn. in the previous year. This was mainly due to addition of 13 new customers, new contracts from existing customers and reduced interest cost. In FY 10, KCL has witnessed a growth in business spearheaded by passenger revenue accounting and proration business. Increased sale of license and right to use, as well as higher efficiency led to increase in profitability. Several key changes in KCL’s customer base are occurring, with termination of the contract with Qatar Airways and ramping up of the contract with Saudi Arabian Airlines. Results for financial year 2009 compared to financial year 2008:

KCL’s income from operations for the year ended March 31, 2009 was `1,446.57 Mn. compared to ` 1,207.83 Mn. in the previous year. KCL recorded a profit after tax of `165.65 Mn. in the year ended March 31, 2009 as against ` 179.83 Mn. in the year ended March 31, 2008. This was mainly due to addition of 20 new customers, new contracts from existing customers and reduced depreciation and interest cost.

(This space has been intentionally left blank)

Letter of Offer

- 34 -

6.14 The shareholding and voting pattern of KCL prior to and following the proposed acquisition under the SPA and the Offer, is as under:

Shareholders’ category

Shareholding and Voting

rights as on the date of PA

(i.e. September 14, 2010)

(A)

Shares/ Voting rights agreed to be

acquired which triggered off

the SEBI Takeover Code

(B)

Shares/ Voting rights to be acquired in the Offer (Assuming full

acceptances) (C)

Shareholding / Voting rights after the SPA

and the Offer (Assuming full

acceptance) (A) + (B) + (C) = (D)

No. % No. % No. % No. %

(1) Promoter group

a) Parties to the SPA 5,669,478 35.61% (5,669,478) (35.61%) - - - -

b) Promoters other than (a) above

- - - - - - - -

Total 1 (a+b) 5,669,478 35.61% (5,669,478) (35.61%) - - - -

(2) Acquirer

a) Main Acquirer - - 5,669,478 35.61% 31,84,250 20.00% 88,53,728 55.61%

b) PACs - - - - - - - -

Total 2 (a+b) - - - - 31,84,250 20.00% 88,53,728 55.61%

(3) Parties to SPA other than 1(a) and 2

- - - - - - - -

(4) Public* (other than parties to agreement, Acquirer & PACs)

a) Mutual Funds/UTI 437,095 2.75% -

(31,84,250) (20.00%) 70,67,519 44.39%

b) Banks, Financial Institutions, insurance companies (central / state government institutions/ non-government institutions)

38,700 0.24% -

c) Foreign Institutional Investors

245,050 1.54% -

d) Private Corporate Bodies 2,246,482 14.11% -

e) Indian Public 5,401,588 33.93% -

f) Others -

- Foreign Nationals 353,812 2.22%

- NRIs 356,163 2.24%

- Trusts 156,783 0.98%

- Clearing Members 47,925 0.30%

Total (4) (a)+(b)+(c)+(d)+ (e) +(f)

9,283,598 58.31% -

Outstanding ESOPs 9,68,171 6.08% -

Fully Diluted Equity Capital 1,59,21,247 100% - - 1,59,21,247 100.00%

*Total number of public shareholders as on June 30, 2010 is 18,573 As on the date of PA, Vipul Prashad Jain (HUF) and Shibani Vipul Jain had pledged 130,000 Shares and 590,462 Shares respectively, in the Target Company.

Letter of Offer

- 35 -

Notes: 1. On completion of the Offer, the Acquirer will be classified as promoter of the Target Company. 2. In the above table, in column (A), (B), (C) and (D) the percentage figures are calculated with

reference to the Fully Diluted Equity Capital. Shareholding belonging to the category "Public" and holding more than 1% of the total number of Shares as on September 17, 2010:

Sl. No.

Name of the Shareholder No. of Shares

Shares as % of total number of

Shares

1 Rajasthan Global Securities Limited 7,14,493 4.78

2 Globe Capital Market Ltd 4,69,426 3.14

3 Consolidated Securities Limited 4,62,560 3.09

4 Ashish Malhotra 2,62,811 1.76

5 Ratnabali Capital Markets Ltd 2,55,000 1.71

6 Manju Puri 1,75,000 1.17

7 Kale Consultants Ltd Employees Welfare Trust 1,55,083 1.04

Total 24,94,373 16.69

6.15 The details of the changes in shareholding of the existing promoters as and when it took place, is

as follows: -

(This space has been intentionally left blank)

Letter of Offer

- 36 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

October 20, 1986

- - - NHK &

VPJ NA 10

Initial Subscription

- 10 10 100.00% - NA

December 17, 1986

10 10 100.00% NHK & NNK

NA 102

Acquisition through allotment of Shares

- 115 112 97.39% -2.61% NA

February 26, 1987

112 115 97.39% NHK &

VPJ NA 495

Acquisition through allotment of Shares

- 610 607 99.51% 2.12% NA

April 29, 1987 607 610 99.51% NHK & SHK

NA 80

Acquisition through allotment of Shares

- 690 687 99.57% 0.06% NA

June 15, 1987

687 690 99.57% NHK & SHK

Inter-se

1 Transfer from NHK to SHK

1 690 687 99.57% 0.00% NA

June 26, 1987

687 690 99.57% SHK NA 89

Acquisition through allotment of Shares

- 800 776 97.00% -2.57% NA

May 4, 1988 776 1,000 77.60% NHK NA - Sale 38 1,000 738 73.80% -3.80% NA

March 9, 1990

738 1,000 73.80% NHK,

NNK, VPJ & SHK

NA 748

Acquisition through allotment of Shares

- 2,000 1,486 74.30% 0.50% NA

December 26, 1990

1,486 2,000 74.30% SHK &

VPJ Inter-

se 195

Transfer from SHK to VPJ

195 2,000 1,486 74.30% 0.00% NA

December 26, 1990

1,486 2,000 74.30% VPJ NA 74 Purchase - 2,000 1,560 78.00% 3.70% NA

October 22, 1992

1,560 2,000 78.00% NHK & NNK

NA 410 Purchase - 2,000 1,970 98.50% 20.50% NA

September 4, 1995

1,970 2,000 98.50%

NHK, NNK, VPJ, VPJ HUF

& SHK

NA 3,700 Acquisition through Rights Issue

- 6,000 5,670 94.50% -4.00% NA

March 22, 1996

5,670 6,000 94.50% NHK,

NNK, VPJ, NA 5,670

Acquisition through Bonus

- 12,000 11,340 94.50% 0.00% NA

Letter of Offer

- 37 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

VPJ HUF & SHK

Issue

March 28, 1996

11,340 12,000 94.50% NHK &

VPJ Inter-

se 240

Transfer from NHK to VPJ

240 12,000 11,340 94.50% 0.00% NA

March 28, 1996

11,340 12,000 94.50% NHK NA - Sale 300 12,000 11,040 92.00% -2.50% NA

On 22 October 1997, the shares were subdivided from Rs. 1000 to Rs. 10 NA

October 23, 1997

11,04,000 12,00,000 92.00% NHK NA - Sale 60,000 12,00,000 10,44,000 87.00% -5.00% NA

March 31, 1998

10,44,000 19,65,000 53.13% NHK & SHK

Inter-se

2,46,400 Transfer from NHK to SHK

2,46,400 19,65,000 10,44,000 53.13% 0.00% NA

March 31, 1998

10,44,000 19,65,000 53.13% VPJ NA - Sale 7,400 19,65,000 10,36,600 52.75% -0.38% NA

December 29, 1998

10,36,600 19,65,000 52.75% SHK NA 5,000 Purchase - 19,65,000 10,41,600 53.01% 0.25% NA

December 29, 1998

10,41,600 19,65,000 53.01% VPJ NA - Sale 600 19,65,000 10,41,000 52.98% -0.03% NA

May 3, 1999 10,41,000 19,65,000 52.98% NHK, VPJ

HUF & NNK

Inter-se

1,50,000

Transfer from NHK (1,00,000 Shares) & VPJ HUF (50,000 Shares) to NNK

1,50,000 19,65,000 10,41,000 52.98% 0.00% NA

May 3, 1999 10,41,000 19,65,000 52.98% SHK NA

Sale 5,000 19,65,000 10,36,000 52.72% -0.25% NA

June 22, 1999

10,36,000 19,65,000 52.72% VPJ & SVJ Inter-

se 1,00,000

Transfer from VPJ to SVJ

1,00,000 19,65,000 10,36,000 52.72% 0.00% NA

June 22, 1999

10,36,000 19,65,000 52.72% VPJ NA 2,00,000 Acquisition through Allotment

- 21,65,000 12,36,000 57.09% 4.37% NA

June 23, 1999

12,36,000 21,65,000 57.09%

NHK, NNK, VPJ, SVJ, VPJ

HUF & SHK

NA 30,90,000 Acquisition through Bonus Issue

- 83,12,500 43,26,000 52.04% -5.05% NA

Letter of Offer

- 38 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

October 20, 1999

43,26,000 83,12,500 52.04% NHK,

NNK, SVJ, SHK & NK

NA 20,150 Acquisition through Public Issue

- 1,15,00,000 43,46,150 37.79% -14.25% NA

December 1, 1999

43,46,150 1,15,00,000 37.79% VPJ & VPJ

HUF Inter-

se 5,000

Transfer from VPJ to VPJ HUF (Refer Note 2)

5,000 1,15,00,000 43,46,150 37.79% 0.00%

Reg. 3(3) - NA as

acquisition is < 5%

December 30, 1999

43,46,150 1,15,00,000 37.79% SVJ NA - Sale 5,000 1,15,00,000 43,41,150 37.75% -0.04% NA

NA 43,41,150 1,15,00,000 37.75% NHK & NNK

Inter-se

450 Transfer from NHK to NNK (Refer Note 3)

450 1,15,00,000 43,41,150 37.75% 0.00%

Reg. 3(3) - NA as

acquisition is < 5%

May 24, 2000 43,41,150 1,15,00,000 37.75% NNK NA 200 Purchase - 1,15,00,000 43,41,350 37.75% 0.00% NA

June 3, 2000 43,41,350 1,15,00,000 37.75% NNK NA 30,750 Purchase - 1,15,00,000 43,72,100 38.02% 0.27% NA

June 9, 2000 43,72,100 1,15,00,000 38.02% NNK &

VPJ HUF NA 13,750 Purchase - 1,15,00,000 43,85,850 38.14% 0.12% NA

June 17, 2000

43,85,850 1,15,00,000 38.14% NNK NA 18,350 Purchase - 1,15,00,000 44,04,200 38.30% 0.16% NA

June 26, 2000

44,04,200 1,15,00,000 38.30% VPJ HUF NA 400 Purchase - 1,15,00,000 44,04,600 38.30% 0.00% NA

June 28, 2000

44,04,600 1,15,00,000 38.30% VPJ HUF NA 3,800 Purchase (Refer Note 4)

- 1,15,00,000 44,08,400 38.33% 0.03% NA

June 29, 2000

44,08,400 1,15,00,000 38.33% VPJ HUF NA 50 Purchase - 1,15,00,000 44,08,450 38.33% 0.00% NA

June 30, 2000

44,08,450 1,15,00,000 38.33% NNK NA 1,000 Purchase - 1,15,00,000 44,09,450 38.34% 0.01% NA

July 17, 2000 44,09,450 1,15,00,000 38.34% NNK NA 2,450 Purchase

1,15,00,000 44,11,900 38.36% 0.02% NA

August 10, 2000

44,11,900 1,15,00,000 38.36% NNK NA 50 Purchase - 1,15,00,000 44,11,950 38.36% 0.00% NA

August 19, 2000

44,11,950 1,15,00,000 38.36% NNK NA 1,000 Purchase - 1,15,00,000 44,12,950 38.37% 0.01% NA

August 25, 2000

44,12,950 1,15,00,000 38.37% NNK NA 2,568 Purchase - 1,15,00,000 44,15,518 38.40% 0.02% NA

August 28, 2000

44,15,518 1,15,00,000 38.40% NNK NA 432 Purchase - 1,15,00,000 44,15,950 38.40% 0.00% NA

Letter of Offer

- 39 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

October 20, 2000

44,15,950 1,15,00,000 38.40% VPJ NA 3,600 Purchase - 1,15,00,000 44,19,550 38.43% 0.03% NA

November 8, 2000

44,19,550 1,15,00,000 38.43% VPJ & VPJ

HUF NA - Sale 1,23,500 1,15,00,000 42,96,050 37.36% -1.07% NA

November 11, 2000

42,96,050 1,15,00,000 37.36% NHK

NA - Sale 2,10,000 1,15,00,000 40,86,050 35.53% -1.83% NA

August 4, 2001

40,86,050 1,15,00,000 35.53% SVJ NA 6,000 Purchase - 1,15,00,000 40,92,050 35.58% 0.05% NA

August 9, 2001

40,92,050 1,15,00,000 35.58% SVJ NA 1,000 Purchase - 1,15,00,000 40,93,050 35.59% 0.01% NA

August 18, 2001

40,93,050 1,15,00,000 35.59% SVJ NA 6,954 Purchase - 1,15,00,000 41,00,004 35.65% 0.06% NA

August 27, 2001

41,00,004 1,15,00,000 35.65% SVJ NA 650 Purchase - 1,15,00,000 41,00,654 35.66% 0.01% NA

September 18, 2001

41,00,654 1,15,00,000 35.66% SVJ NA - Sale 5,000 1,15,00,000 40,95,654 35.61% -0.04% NA

November 24, 2001

40,95,654 1,15,00,000 35.61% SVJ NA - Sale 10,000 1,15,00,000 40,85,654 35.53% -0.09% NA

December 14, 2001

40,85,654 1,15,00,000 35.53% SVJ NA - Sale 5,000 1,15,00,000 40,80,654 35.48% -0.04% NA

December 15, 2001

40,80,654 1,15,00,000 35.48% SVJ NA - Sale 2,000 1,15,00,000 40,78,654 35.47% -0.02% NA

February 13, 2002

40,78,654 1,15,00,000 35.47% SVJ NA - Sale 3,000 1,15,00,000 40,75,654 35.44% -0.03% NA

February 28, 2002

40,75,654 1,15,00,000 35.44% NNK NA - Sale 1,000 1,15,00,000 40,74,654 35.43% -0.01% NA

March 8, 2002

40,74,654 1,15,00,000 35.43% VPJ HUF NA 5,000 Purchase - 1,15,00,000 40,79,654 35.48% 0.04% NA

April 12, 2002 40,79,654 1,15,00,000 35.48% NNK NA - Sale 10,000 1,15,00,000 40,69,654 35.39% -0.09% NA

May 11, 2002 40,69,654 1,15,00,000 35.39% NNK NA - Sale 5,000 1,15,00,000 40,64,654 35.34% -0.04% NA

June 7, 2002 40,64,654 1,15,00,000 35.34% SVJ NA - Sale 5,000 1,15,00,000 40,59,654 35.30% -0.04% NA

November 12, 2002

40,59,654 1,15,00,000 35.30% VPJ NA - Sale 6,000 1,15,00,000 40,53,654 35.25% -0.05% NA

November 13, 2002

40,53,654 1,15,00,000 35.25% VPJ NA - Sale 76 1,15,00,000 40,53,578 35.25% 0.00% NA

November 22, 2002

40,53,578 1,15,00,000 35.25% VPJ NA 1,000 Purchase - 1,15,00,000 40,54,578 35.26% 0.01% NA

Letter of Offer

- 40 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

January 3, 2003

40,54,578 1,15,00,000 35.26% NHK &

VPJ Inter-

se 1,75,000

Gift from NHK to VPJ

1,75,000 1,15,00,000 40,54,578 35.26% 0.00%

Reg. 3(3) - NA as

acquisition is < 5%

January 3, 2003

40,54,578 1,15,00,000 35.26% NNK NA - Sale 9,400 1,15,00,000 40,45,178 35.18% -0.08% NA

April 1, 2003 40,45,178 1,15,00,000 35.18% NNK NA - Sale 10,000 1,15,00,000 40,35,178 35.09% -0.09% NA

December 8, 2003

40,35,178 1,14,98,900 35.09% SVJ NA - Sale 200 1,14,98,900 40,34,978 35.09% 0.00% NA

December 10, 2003

40,34,978 1,14,98,900 35.09% SVJ NA - Sale 5,000 1,14,98,900 40,29,978 35.05% -0.04% NA

December 11, 2003

40,29,978 1,14,98,900 35.05% SVJ NA - Sale 4,800 1,14,98,900 40,25,178 35.00% -0.04% NA

March 10, 2004

40,25,178 1,14,98,900 35.00% NNK, VPJ

& SVJ NA 69,824

Acquisition through Preferential Allotment

- 1,15,98,900 40,95,002 35.31% 0.30% NA

September 30, 2004

40,95,002 1,16,11,234 35.27% NNK NA - Sale 5,200 1,16,11,234 40,89,802 35.22% -0.04% NA

November 6, 2004

40,89,802 1,16,35,497 35.15% VPJ NA - Sale 50,000 1,16,35,497 40,39,802 34.72% -0.43% NA

June 10, 2005

40,39,802 1,17,15,801 34.48% VPJ & SVJ Inter-

se 1,75,000

Gift from VPJ to SVJ

1,75,000 1,17,15,801 40,39,802 34.48% 0.00%

Reg. 3(3) - NA as

acquisition is < 5%

June 10, 2005

40,39,802 1,17,15,801 34.48% VPJ, SVJ

& NNK NA 4,88,768

Acquisition upon conversion of warrants

- 1,24,15,801 45,28,570 36.47% 1.99% Reg. 7(1A) -

Not Complied

June 13, 2005

45,28,570 1,24,15,801 36.47% SVJ NA 1,50,000

Gift from Mr. Jinendra Prashad Jain to SVJ

1,24,15,801 46,78,570 37.68% 1.21% NA

June 13, 2005

46,78,570 1,24,15,801 37.68% SVJ NA - Gift from SVJ to other shareholder

3,00,000 1,24,15,801 43,78,570 35.27% -2.42% Reg. 7(1A) -

Not Complied

Letter of Offer

- 41 -

Date

Opening Balance - Promoter

group

Opening Equity

Capital as on the date

of Acquisition

Opening % holding -promoter

group

Name of the

promoter

Inter- Se

Trans-fer

No of shares

Acquired

Mode of Acquisition

No of shares

sold

Closing Equity

Capital as on the date

of Acquisition /

Sale

Closing holding - promoter

group

Closing %

holding - promoter

group

Increase /

Decrease in %

holding - Promoter

Group (+/- %)

Applicable provisions of the SEBI Takeover Code &

Compliance Status

August 11, 2005

43,78,570 1,24,51,823 35.16% SHK NA - Sale 50,000 1,24,51,823 43,28,570 34.76% -0.40% NA

March 6, 2006

43,28,570 1,28,44,990 33.70% VPJ NA 300 Purchase - 1,28,44,990 43,28,870 33.70% 0.00% NA

March 13, 2006

43,28,870 1,28,44,990 33.70% VPJ NA 2,41,408

Transmission of Shares held by Mr. Jinendra Prashad Jain

- 1,28,44,990 45,70,278 35.58% 1.88% Reg. 7(1A) -

Not Complied

April 2, 2007 45,70,278 1,32,19,899 34.57% NHK NA 3,000

Transmission of Shares held by Mr. Harihar Kale

- 1,32,19,899 45,73,278 34.59% 0.02% NA

March 30, 2010

45,73,278 1,34,44,544 34.02% NHK, NNK

& VPJ NA 3,69,475

Acquisition upon conversion of warrants

- 1,38,14,019 49,42,753 35.78% 1.76% Reg. 7(1A) -

Not Complied

June 11, 2010

49,42,753 1,39,63,637 35.40% NHK &

VPJ NA 7,25,525

Acquisition upon conversion of warrants

- 1,46,89,162 56,68,278 38.59% 3.19% Reg. 7(1A) -

Not Complied

June 21, 2010

56,68,278 1,46,89,162 38.59% NHK NA 1,200

Transmission of Shares held by Mr. Harihar Kale

- 1,46,89,162 56,69,478 38.60% 0.01% NA

Notes:

1. The above table shows the changes in the shareholding of persons constituting the existing promoters’ of the Target Company; 2. Transfer record not available with the Target Company; 3. Actual date of transfer is not available in Target Company records; 4. Record for acquisition of 1,450 Shares out of 3,800 Shares is not available with the Target Company. 5. NHK - Mr. Narendra Harihar Kale, SHK - Mr. Sudhir Harihar Kale, NNK - Mrs. Nanda Narendra Kale, NK - Ms. Neha Narendra Kale, VPJ -

Mr. Vipul Prashad Jain, SVJ - Mrs. Shibani Vipul Jain, VPJ HUF - Vipul Prashad Jain HUF

Letter of Offer

- 42 -

6.16 KCL has confirmed that the provisions of the SEBI Takeover Code, as in force at the relevant times were complied with, wherever applicable, by the existing promoters’, persons acting in concert with them and KCL, at the time of each change in the promoters’ shareholding, including changes in the shareholding of the persons acting in concert with them. There are certain instances of non-compliances with the filing requirements under Chapter II of the SEBI Takeover Code as mentioned below:

(i) By Target Company:

a) KCL has not received intimations under Regulation 7(1) from Birla Global Finance Co. Ltd. for

crossing 5% consequent to creation of pledge in December 2007. Consequently, the respective compliance by the Target Company under Regulation 7(3) is not available on record.

b) There has been a delay of 2 days in filing by Target Company as per Regulation 7(3) of SEBI Takeover Code on June 22, 2005, for the due date of June 19, 2005.

c) KCL has not received intimations under Regulation 8(1) from ICICI Limited (A/c Software Fund) for the shareholding as on the record date, i.e May 24, 2000. Consequently, the respective compliance by the Target Company under Regulation 8(3) is not available on record.

d) KCL has not received intimations under Regulation 7(1A) from the promoters of KCL for transactions on June 10, 2005, June 13, 2005, March 13, 2006, March 30, 2010 and June 11, 2010. Consequently, the respective compliance by the Target Company under Regulation 7(3) is not available on record.

(ii) By promoters, sellers and other major shareholders of the Target Company:

a) There has been a delay of 64 days in filing by Mrs. Nanda Narendra Kale as per Regulation 7(1)

of SEBI Takeover Code on June 5, 2010, for the due date of April 1, 2010. b) There has been a delay of 3 days in filing by Birla Global Finance Co. Ltd. as per Regulation

7(1) of SEBI Takeover Code on October 17, 2008, for the due date of October 13, 2008. c) There is one instance where filing by Birla Global Finance Co. Ltd. as per Regulation 7(1) of

SEBI Takeover Code, for crossing 5% consequent to creation of pledge (due date – December 1, 2007), is not available on record.

d) There has been a delay of 5 days in filing by Khandesh Builders Ltd. as per Regulation 7(1) of SEBI Takeover Code on October 19, 2001, for the due date of October 14, 2001.

e) There is one instance where filing by ICICI Limited (A/c Software Fund) as per Regulation 8(1) of SEBI Takeover Code, for the shareholding as on the record date, i.e May 24, 2000 (due date - May 26, 2000), is not available on record.

f) There has been a delay of 8 days in filing by ICICI Limited (A/c Software Fund) as per Regulation 8(1) of SEBI Takeover Code on April 29, 2000, for the due date of April 21, 2000.

g) There were five instances (on June 10, 2005, June 13, 2005, March 13, 2006, March 30, 2010 and June 11, 2010) when the aggregate of sales or aggregate of purchases by the promoter and promoter group, crossed 2%, the limit specified in Regulation 7(1A), however no filing under Regulation 7(1A) is on record for these instances.

For the above non compliances, SEBI may initiate suitable action against the Target Company and its promoters/ sellers/ other major shareholders at a later date.

6.17 Compliance with Corporate Governance: D. G. Kurundwadkar, Proprietor, M/s. D. G. Kurundwadkar, Chartered Accountant, (Membership No. 35602) has issued a certificate dated April 22, 2010 regarding compliance with the Corporate Governance requirements under clause 49 of the Listing Agreement. KCL has in place three committees viz: Audit Committee, Investor Grievance Committee and Remuneration and Compensation Committee as required under the provisions of clause 49 of the Listing Agreement.

No penal action has been initiated against KCL for any of the compliance matters by any of the stock exchanges and none of the securities of KCL have been suspended from trading by any of the stock exchanges.

Letter of Offer

- 43 -

KCL has been following a system of “closure of trading window” for the purposes of trading in the Shares by Insiders, in compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992. The Target Company has confirmed from their records that there were no transactions in Shares, while in possession of price sensitive information, by the promoters of KCL and the directors on the board of KCL. No filings either by the concerned insiders or by the Target Company, are available on record under the reporting requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992.

6.18 Following are the pending material legal cases and notices issued by KCL / against KCL, as on the

date of this Letter of Offer, as per certification provided by the Target Company. Unless specifically stated, the amounts of the claims do not include the interest that may be awarded by a court on these claims.

Sl. No

Appeal No. / Case No.

Parties

Amount under

consideration/

probable liability

(`)

Name and Address of the Court / Arbitration

Panel

Brief description of case

Status

1. 45/2003

Mr. Omprakash Khatodiya & Others v/s

KCL & others

` 0.82 Mn.

Civil Judge - Senior

Division - Kolhapur

A claim was filed by Mr. Khatodia in relation to a sale of a property to KCL for ` 0.82 Mn. KCL has filed a counterclaim for ` 1.12 Mn.

Plaintiff has expired. Successors have been taken on record. The matter is pending.

2. 272/2010

Dalal& Associates

vs. KCL

` 0.09 Mn. plus

interest @ 27% w.e.f.

June 1, 2001

Court of District Judge –

Pune

A suit had been filed by Dalal & Associates against KCL for non-payments of fees by KCL in relation to supply of material for interior work. The Court of Civil Judge – Pune dismissed the case.

Dalal and Associates have gone in appeal to the Court of the District Judge in March 2010. The matter is pending.

3. 133 of 2008

Mr. Ravi Iyers VS

Others and KCL

` 0.05 Mn. Co-operative

Court - Thane

A suit was filed against KCL to vacate the property being used as a guest house and to pay costs of ` 0.05 Mn.

KCL has already vacated the said property. The matter is pending.

In addition to the above, there are:

(a) 3 cases involving ex-employees which relate to matters like termination of employment, arrears of salary and options under the ESOP Schemes. The amount involved is estimated by KCL at ` 1.62 Mn.

(b) There are 6 appeals involving sales tax matters which are pending at various stages. Please refer to paragraph 6.12 for particulars.

6.19 Name and contact details of Compliance Officer of KCL:

Mr. Ninad Umranikar Company Secretary & Compliance Officer Kale Consultants Limited, Kale Enclave, 685/2B & C, 1st Floor,

Letter of Offer

- 44 -

Sharada Arcade, Satara Road, Pune – 411 037, Maharashtra, India. Tel: +91 20 6608 3777, Fax: 91 20 2423 1639 Email: ninad_umranikar@kaleconsultants.com

7 OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1 Justification of Offer Price 7.1.1 The Shares of KCL are listed on NSE, BSE and PSE. There is no trading on PSE. The

annualised trading turnover during the preceding six calendar months ended August 31, 2010 on BSE and NSE is as follows:

Name of Stock Exchange

Total number of Shares traded during the preceding six calendar months ended

August 31, 2010

Total number of weighted

average Shares listed

Annualised trading turnover (in terms of % of total listed

Shares)

BSE 2,07,42,213 1,39,13,263 298.2%

NSE 3,45,87,153 1,39,07,294 497.4%

(Source: www.bseindia.com and www.nseindia.com) 7.1.2 Based on the information available, the Shares are frequently traded on the BSE and NSE, within

the meaning of explanation (i) to Regulation 20(5) of SEBI Takeover Code. The Shares are most frequently traded on NSE.

7.1.3 The Offer Price of ` 172 (Rupees One Hundred and Seventy Two Only) per Share is justified in

terms of Regulation 20(4) of the SEBI Takeover Code, since it is highest of the following:

i. Negotiated price under the SPA : ` 172 per Sale Share ii. Highest price paid by the Acquirer for acquisitions including by

way of allotment in a public or rights or preferential issue during the 26 weeks prior to the date of PA

: Not Applicable

iii. The average of the weekly high and low of the closing prices of Shares on NSE during the 26 weeks preceding the date of PA*

: ` 121.17 per Share

iv The average of the daily high and low prices of Shares on NSE during the 2 weeks preceding the date of PA*

: ` 140.75 per Share

* Source: www.nseindia.com

The average of the weekly high and low of the closing prices of Shares on NSE during the 26 weeks preceding the date of the PA:

Week # Week Ended High

( `̀̀̀) Low

(`̀̀̀) Avg.

(`̀̀̀) Volume

(Shares)

1 Monday, September 13, 2010 161.25 138.40 149.83 62,28,791

2 Monday, September 06, 2010 137.70 134.90 136.30 4,89,052

3 Monday, August 30, 2010 136.60 133.25 134.93 7,01,023

4 Monday, August 23, 2010 141.90 131.60 136.75 12,21,926

5 Monday, August 16, 2010 137.15 132.45 134.80 9,22,133

6 Monday, August 09, 2010 142.60 127.90 135.25 75,18,272

7 Monday, August 02, 2010 120.85 112.30 116.58 8,54,408

8 Monday, July 26, 2010 135.10 117.80 126.45 30,21,054

Letter of Offer

- 45 -

Week # Week Ended High

( `̀̀̀) Low

(`̀̀̀) Avg.

(`̀̀̀) Volume

(Shares)

9 Monday, July 19, 2010 129.70 126.75 128.23 6,06,585

10 Monday, July 12, 2010 127.20 123.80 125.50 4,10,754

11 Monday, July 05, 2010 128.25 124.45 126.35 2,43,435

12 Monday, June 28, 2010 131.55 128.30 129.93 7,09,758

13 Monday, June 21, 2010 133.15 128.90 131.03 4,18,026

14 Monday, June 14, 2010 133.65 127.10 130.38 15,07,372

15 Monday, June 07, 2010 129.95 121.80 125.88 8,00,618

16 Monday, May 31, 2010 124.05 112.50 118.28 7,60,223

17 Monday, May 24, 2010 126.10 119.65 122.88 11,58,513

18 Monday, May 17, 2010 124.40 118.05 121.23 12,59,972

19 Monday, May 10, 2010 121.95 116.65 119.30 13,07,671

20 Monday, May 03, 2010 124.60 108.80 116.70 26,86,301

21 Monday, April 26, 2010 118.00 112.50 115.25 38,58,642

22 Monday, April 19, 2010 99.50 95.30 97.40 14,40,301

23 Monday, April 12, 2010 96.60 92.70 94.65 5,17,863

24 Monday, April 05, 2010 97.80 86.80 92.30 5,09,482

25 Monday, March 29, 2010 93.10 87.50 90.30 1,17,735

26 Monday, March 22, 2010 94.60 93.20 93.90 5,29,528

26 weeks average 121.17

(Source: www.nseindia.com)

The average of the daily high and low prices of Shares on NSE during the 2 weeks preceding the date of the PA:

Day Date High

(`̀̀̀) Low

(`̀̀̀) Avg.

(`̀̀̀) Volume

(Shares)

1 Monday, September 13, 2010 164.80 148.65 156.73 50,02,733

2 Thursday, September 09, 2010 150.40 141.25 145.83 7,33,904

3 Wednesday, September 08, 2010 142.65 138.00 140.33 2,10,541

4 Tuesday, September 07, 2010 146.00 137.70 141.85 2,81,613

5 Monday, September 06, 2010 139.35 136.60 137.98 95,325

6 Friday, September 03, 2010 140.70 132.10 136.40 1,80,661

7 Thursday, September 02, 2010 137.85 133.40 135.63 85,785

8 Wednesday, September 01, 2010 137.50 135.00 136.25 55,693

9 Tuesday, August 31, 2010 137.40 134.10 135.75 71,588

2 weeks average 140.75

(Source: www.nseindia.com) 7.1.4 No separate consideration is payable by the Acquirer as non compete fees.

7.1.5 In the opinion of the Manager to the Offer and the Acquirer, the Offer Price is justified. 7.1.6 If the Acquirer acquires Shares after the date of the Public Announcement up to seven working

days prior to the closure of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under the Offer.

Letter of Offer

- 46 -

7.2 Financial Arrangements 7.2.1 The total financial resources required for this Offer, assuming full acceptance of the Offer Size at

the Offer Price will be ` 547,691,000 (Rupees Five Hundred Forty Seven Million and Six Hundred Ninety One Thousand only). The Acquirer has made firm arrangements for the Maximum Consideration and proposes to fund the Offer through its financial resources consisting of internal accruals and funding from banks.

7.2.2 In accordance with Regulation 28 of the SEBI Takeover Code, an escrow account has been created by Accelya, which consists of a cash deposit of ` 136,922,750 (Rupees One Hundred Thirty Six Million Nine Hundred Twenty Two Thousand and Seven Hundred Fifty only) with Citibank N.A. at their branch located at Plot C-61, Bandra-Kurla Complex, G-Block, Bandra (East), Mumbai 400051. The cash deposit, which is equal to 25% of the Maximum Consideration payable under the Offer, is in compliance with the prescribed escrow amount in terms of Regulation 28 of the SEBI Takeover Code. The Acquirer has arranged a lien on the cash deposit in favour of the Manager to the Offer and the Manager to the Offer has been authorised to realize the value of the escrow account in terms of the provisions contained in the SEBI Takeover Code.

7.2.3 By way of demonstration of its ability to fulfill the financial obligations under the SEBI Takeover Code, the Acquirer has further procured a bank guarantee (the "Bank Guarantee") in favour of the Manager to the Offer. The Bank Guarantee is issued by La Caja de Ahorros y Pensiones de Barcelona (also called ‘la Caixa’) through their branch located at Av. Diagonal, 662-664 Planta baixa 08034 – Barcelona, Spain. The Bank Guarantee is valid till March 15, 2011 and is for a sum of ` 410,768,250 (Rupees Four Hundred Ten Million Seven Hundred Sixty Eight Thousand and Two Hundred Fifty Only).

7.2.4 In addition, MZS & Associates, Chartered Accountants, [Address: 1116, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400 021], through Mr. Jiger Saiya, Partner (Membership number: 116349; Tel: +91 22 40323636; Fax: +91 22 22838389; Email: jigersaiya@mzs.co.in), have certified vide their letter dated October 20, 2010 that the Acquirer has made firm arrangement through liquid financial resources to fulfill all financial obligations arising out of the Offer.

7.2.5 In view of the above, the Manager to the Offer is satisfied that firm arrangements for funds, required to implement the Offer at the Offer Price, through verifiable means, are in place to fulfill the financial obligations of the Acquirer under the Offer.

8 TERMS AND CONDITIONS OF THE OFFER 8.1 The Offer is not conditional on any minimum level of acceptance by the shareholders of the

Target Company. 8.2 Approvals

Statutory Approvals

8.2.1 The Offer is subject to the approval from RBI under the FEMA as amended from time to time, for

the acquisition / transfer of Sale Shares and Shares tendered pursuant to this Offer. The Acquirer has filed an application with RBI on September 22, 2010, seeking approval to acquire Shares tendered pursuant to this Offer and the Sellers have filed an application with RBI on September 23, 2010 seeking approval for transfer of Sale Shares to the Acquirer. Currently, both the approvals are awaited.

8.2.2 To the best of the knowledge and belief of the Acquirer, as on the date of the PA, other than the

above, no statutory approvals are required to acquire the Shares tendered pursuant to this Offer. If any other statutory approvals are required or become applicable, the Offer would be subject to

Letter of Offer

- 47 -

the receipt of such other statutory approvals. In terms of Regulation 27 of the SEBI Takeover Code, the Acquirer will not proceed with the Offer in the event that any of the required statutory approvals is refused.

8.2.3 The Acquirer shall complete all procedures relating to the Offer within a period of 15 days from

the Offer Closing Date. It may be noted that if the Acquirer is unable to make payment to the shareholders who have accepted the Offer within the said period of 15 days, due to non-receipt of statutory approvals, the SEBI, if satisfied that the non receipt of the statutory approvals was not due to willful default or negligence on part of the Acquirer, has a power to grant an extension of time to the Acquirer for payment of consideration to shareholders and the Acquirer shall pay interest for the delay, to the shareholders who have accepted the Offer, at such rates as may be specified by SEBI under Regulation 22(12) of the SEBI Takeover Code. Further, if the delay occurs due to willful default of the Acquirer in obtaining the requisite statutory approvals, Regulation 22(13) of the SEBI Takeover Code shall be applicable.

Other Approvals

8.2.4 Under the current loan covenants of the Target Company, no objection is required from State

Bank of India and First Leasing Company of India Limited, for the proposed change of control of the Target Company. The Target Company has received these no objection certificates.

8.2.5 To the best of the knowledge and belief of the Acquirer, as of the date of the PA, the Acquirer

does not require any approvals from financial institutions or banks for the Offer.

8.3 Other terms

8.3.1 The Offer is being made to the shareholders of KCL and the Letter of Offer, together with the duly completed Form of Acceptance and the Form of Withdrawal, will be mailed to the shareholders of KCL (excluding the Acquirer and the Sellers), whose names appear on the Register of Members of KCL, and to the beneficial owners of the Shares, whose names appear as beneficiaries on the records of the respective depositories, at the close of business hours on Friday, September 24, 2010.

8.3.2 All eligible owners of Shares, registered or unregistered including beneficial owners (except the

Acquirer and the Sellers), are eligible to participate in the Offer, at any time before the Offer Closing Date, as per the procedure set out in paragraph 9 on page 48 of this Letter of Offer. Eligible persons can participate in the Offer by offering their shareholding in whole or in part. The acceptance must be unconditional and should be absolute and unqualified. No indemnity is required from the unregistered owners.

8.3.3 Eligible holders of options, granted under the ESOP Schemes, will need to exercise their options,

in terms of provisions of the respective ESOP Schemes, if they wish to participate in the Offer. Shares arising out of exercise of ESOPs would be eligible for being tendered in the Offer, subject to the terms of the Offer.

8.3.4 Accidental omission to dispatch this Letter of Offer or the non-receipt or delayed receipt of this Letter of Offer will not invalidate the Offer in any way.

8.3.5 There are no Shares that are locked-in as per erstwhile SEBI (DIP) Guidelines, except as

mentioned under paragraph 3.1.4 on page 8 of this Letter of Offer. 8.3.6 Any Shares that are the subject matter of litigation or are held in abeyance due to pending court

cases, attachment order(s)/ restriction from Court/ Forum/ ITO / relevant statutory authorities, etc., wherein the shareholder(s) may be precluded from transferring the Shares during the pendency of the said litigation are liable to be rejected if directions/orders of the court / forum / ITO / relevant statutory authorities etc permitting transfer of these Shares are not received

Letter of Offer

- 48 -

together with the Shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the relevant statutory authorities for further action at their end.

8.3.7 The acceptance of the Offer made by the Acquirer is entirely at the discretion of the shareholders

of the Target Company. The Acquirer does not accept any responsibility for the decision of any shareholder to either participate or to not participate in the Offer. The Acquirer will not be responsible in any manner for any loss of Share certificate(s) and Offer acceptance documents during transit and the shareholders of the Target Company are advised to adequately safeguard their interest in this regard.

8.3.8 Incomplete acceptances, including non-submissions of necessary enclosures, if any, are liable to

be rejected. Further, in case of any lacunae and/or defect or modifications in the documents/forms submitted, the acceptance is liable to be rejected.

8.3.9 The Acquirer will acquire the Shares, free from all liens, charges and encumbrances and together

with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter. Shares that are subject to any charge, lien or encumbrance are liable to be rejected.

8.3.10 The instructions and provisions contained in the Form of Acceptance and Form of Withdrawal

constitute an integral part of the terms of this Offer. 9 PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 9.1 Shareholders of KCL who wish to tender their Shares under this Offer should enclose the

following documents duly completed so that the same are received by the Registrar to the Offer at any of their collection centres (as mentioned in paragraph 9.4 on page 50 of this Letter of Offer) on or before close of business hours on the Offer Closing Date.

9.1.1 For Shares held in physical form:

Registered Shareholders should enclose:

• Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the Share certificates.

• Original Share certificate(s).

• Valid Share transfer deed / form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with KCL and duly witnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate/ Notary Public/ Bank Manager under their Official Seal.

In case of non receipt of the aforesaid documents, but receipt of the original Share certificate(s) and transfer deed(s) duly signed, the Offer shall be deemed to be accepted.

Unregistered owners should enclose:

• Form of Acceptance duly completed and signed in accordance with the instructions contained therein.

• Original Share certificate(s).

• Original broker contract note. • Valid share transfer deed(s) as received from market. The details of buyer should be left

blank failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from unregistered shareholders.

Letter of Offer

- 49 -

The details of the buyer will be filled upon verification of the Form of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for acceptance.

9.1.2 For Shares held in demat form: Beneficial owners should enclose:

• Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depository.

• Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by their DP in favour of the special depository account (please see below) before the close of business hours on Offer Closing Date. The Registrar to the Offer has opened a special depository account whose details are as follows:

DP Name Karvy Stock Broking Limited DP ID IN300394 Client ID 17785728

Account name KCPL ESCROW A/c – KCL OPEN OFFER Depository National Securities Depository Limited

For each delivery instruction, the beneficial owner should submit a separate duly completed Form of Acceptance. Beneficial owners having their beneficiary accounts with CDSL have to use inter-depository delivery instruction slip for the purposes of crediting their Shares in favour of the special depository account with NSDL. In case of non receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. The Forms of Acceptance of such demat shares not credited in favor of the special depository account, before the Offer Closing Date will be rejected.

9.1.3 Shareholders should also provide all relevant documents, which are necessary to ensure

transferability of the Shares in respect of which the Form of Acceptance is being sent failing which the tender would be considered invalid and would be liable to be rejected. Such documents may include (but not be limited to):

• Duly attested death certificate and succession certificate (in case of single shareholder) in case the original shareholder has expired.

• Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s).

• No objection certificate from any lender, if the Shares in respect of which the acceptance is sent, were under any charge, lien or encumbrance.

• In case of companies, the necessary certified corporate authorizations (including board and/or general meeting resolutions).

9.2 The Share certificate(s), share transfer form, Form of Acceptance and other documents, if any

should be hand delivered only to the Registrar to the Offer, at the collection centres mentioned in paragraph 9.4. They should not be sent to the Manager to the Offer or the Acquirer or the Target Company. The above-mentioned documents can be hand delivered to the collection centres (as mentioned in paragraph 9.4) on all days except Sundays and public holidays.

9.3 The minimum marketable lot for the purposes of acceptance, for both physical and demat shares,

would be one Share.

Letter of Offer

- 50 -

9.4 All owners of Shares, registered or unregistered who wish to avail of and accept the Offer can ‘hand deliver’ the Form of Acceptance along with all the relevant documents at any of the below mentioned collection centres of the Registrar to the Offer in accordance with the procedure as set out in this Letter of Offer. All centres mentioned herein below would be open during the Offer period on all working days (except Sundays and Bank Holidays) during business hours as shown below. Shareholders are advised to ensure that the Form of Acceptance and other documents are complete in all respects; otherwise the same are liable to be rejected.

Sl. No.

City Address of Collection Centre Contact Person

Phone No. Fax Mode of delivery

1 Mumbai

(Fort)

Karvy Computershare Pvt Ltd. 24, Maharashtra Chamber. of Commerce. Lane, Opp. MSC Bank, Fort Mumbai – 400 023

Ms.Nutan Shirke

022-66381747

& 22842666

022-

66331135

Hand Delivery

2 Mumbai (Andheri)

Karvy Computershare Pvt Ltd. 7, Andheri Industrial Estate, Off. Veera Desai Road, Andheri West, Mumbai 400053

Ms. Neelam

022-26730799

022-26730152

Hand Delivery

3 New Delhi

Karvy Computershare Pvt Ltd. 105-108, Arunachal Bldg., 19, Barakhamba Road, Connaught Place, New Delhi -110 001

Mr. Rakesh Kr Jamwal /

Vinod Singh

Negi//John Mathew

011-43509200

011-41036370

Hand Delivery

4 Ahmedabad

Karvy Computershare Pvt Ltd. 201-203, Shail, Opp: Madhusudhan House, Behind Girish Cold Drinks, Off C G Road, Ahmedabad 380 006

Mr.Aditya Gupta/ Robert Joeboy

079-26400527/26400528/66614772

079-

26565551

Hand Delivery

5 Chennai Karvy Computershare Pvt Ltd. No. 33/1, Venkatraman Street, T.Nagar, Chennai - 600017

Ms. Janaki

044 – 42121332/28151793/ 28151794

044-28153181

Hand

Delivery

6 Hyderabad Karvy Computershare Pvt Ltd. Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081

Ms. Rinki Sareen

040-446553000/23420818-

23

040-23431551

Hand Delivery/

Registered Post

7 Kolkata Karvy Computershare Pvt Ltd. 49, Jatin Das Road, Nr.Deshpriya Park, Kolkata 700 029

Mr. Sujit Kundu/ Mr.

Debnath

033-24644891

033-24644866

Hand Delivery

8 Bengaluru Karvy Computershare Pvt Ltd. No.59, Skanda, Putana Road, Basavanagudi Bengaluru 560 004

Mr. Kumaraswamy/Ms.V Sudha/Ms.

Arpitha

080- 26621192

080-26621169

Hand Delivery

9 Pune

Karvy Computershare Pvt Ltd. Shrinath Plaza, B Wing, Office No.58 & 59, 3

rd Floor, Dyaneshwar

Paduka Chowk,S, No.184/4, Off: F C Road, Pune 411 004

Ms. Sandhya

020 25532078/

783

020 25533742

Hand Delivery

Working Hours: Monday to Friday 10 AM to 4 PM, Saturday 10 AM to 1 PM; Holidays: Sundays and Bank Holidays

Shareholders who cannot hand deliver their documents at any of the collection centers referred to above may send the same by registered post /speed post, at their own risk, to the Registrar to the Offer at their office Karvy Computershare Private Limited, Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500081, Tel: (040) 44655000 / 23420815-23; Fax No: (040) 23431551, E-mail: murali@karvy.com, Contact Person: Mr. M. Murali Krishna/ Mr. Williams, and not to any

Letter of Offer

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other collection centre so that the same are received before the close of business hours on the Offer Closing Date.

9.5 In case of non-receipt of the Letter of Offer / Form of Acceptance / Form of Withdrawal eligible shareholders and unregistered owners (including beneficial owners) may download the same from SEBI’s website http://www.sebi.gov.in or obtain a copy of the same by writing to the Registrar to the Offer at the collection centres set out in paragraph 9.4 on page 50 of this Letter of Offer clearly marking the envelope “Kale Consultants Limited - Open Offer” by providing suitable documentary evidence of acquisition / ownership of Shares.

9.6 In case of non-receipt of the Letter of Offer / Form of Acceptance / Form of Withdrawal eligible

shareholders and unregistered owners (including beneficial owners) may also submit their acceptance on plain paper, as follows:

• Shareholders holding Shares in physical form should state their name, address, folio number, number of Shares held, distinctive numbers, number of Shares offered, bank particulars along with original Share Certificate(s), duly signed & witnessed transfer form(s). The details of buyer should be left blank failing which, the same will be invalid under the Offer. Unregistered owners should also enclose original broker contract note and valid share transfer deed(s) as received from market. Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from unregistered shareholders.

• Beneficial owners should state their name, address, DP name, DP ID, beneficiary account number, number of Shares held, number of Shares offered, bank particulars, photocopy of the delivery instructions in “Off-market” mode or a counterfoil of the delivery instructions in “Off-market” mode duly acknowledged by the DP in favour of the special depository account mentioned above, as may be relevant,

The acceptance should be signed by all the shareholders as per the registration details available with KCL / Depositories and should be sent to the Registrar to the Offer in an envelope clearly marked "Kale Consultants Limited - Open Offer" on or before the close of business on the Offer Closing Date.

9.7 In case any person has submitted Shares in physical form for dematerialisation and such

dematerialisation has not yet been effected, the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by the shareholder’s DP. Such shareholders should ensure that the process of getting the Shares dematerialised is completed well in time so that the credit of the Shares to the special depository account is completed on or before the close of business hours on the Offer Closing Date, failing which such an acceptance would be rejected. A copy of delivery instructions acknowledged by the DP in favour of the special depository account should be forwarded to the collection centre where the Form of Acceptance and other documents were tendered, before the close of business on the Offer Closing Date.

9.8 In case any person has lodged Shares of KCL for transfer and such transfer has not yet been

effected, the concerned person may apply as per the instructions to be contained in the Letter of Offer, together with the acknowledgement of the lodgement of Shares for transfer. Such persons should also instruct KCL and/or its registrar & transfer agents to send the transferred equity share certificate(s) directly to the collection centre located at Karvy Computershare Private Limited, Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Tel: (040) 44655000 / 23420815-23; Fax No: (040) 23431551, E-mail: murali@karvy.com, Contact Person: Mr. M. Murali Krishna/ Mr. Williams. The person should ensure that the Share certificate(s) reach the designated collection centre on or before the close of business hours on the Offer Closing Date.

9.9 While tendering Shares under the Offer, shareholders are requested to provide their Permanent

Account Number (“PAN”) at the appropriate place in the Form of Acceptance.

Letter of Offer

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9.10 While tendering Shares under the Offer, NRIs/OCBs/foreign and other non resident shareholders will be required to submit the RBI approvals, if any (specific or general) that they would have obtained for acquiring Shares. Further, OCB shareholders, if any, are also required to submit approval from RBI for tendering Shares in the Offer. In case the RBI approvals are not submitted, the Acquirer reserves the right to reject the Shares tendered. While tendering their Shares under the Offer, NRIs, OCBs and other non resident shareholders will be required to submit a NOC / TCC / Certificate for Deduction of Tax at Lower Rate indicating the rate of tax to be deducted by the Acquirer before remitting the consideration and any interest, from Income Tax authorities under the Income Tax Act. In case the aforesaid NOC / TCC is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholders, on the entire consideration amount and any interest payable to such shareholders. The Acquirer also reserves the right to reject such tenders from non-resident shareholders, where the aforesaid NOC / TCC is not submitted. As per the extant provisions of the Income Tax Act, no deduction of tax at source shall be made before remitting the consideration for Shares tendered under the Offer by FIIs as defined in the Income Tax Act for Shares held under "Investment / Capital Account" by FIIs. This exemption is not available for payment of consideration in respect of Shares held by FIIs under their "Trade Accounts”. However interest payment for delay in payment of consideration, if any, will not be exempt from tax.

9.11 If the aggregate of the valid responses to the Offer exceeds the Offer Size, then the Acquirer shall accept Shares on a proportionate basis from the valid acceptances, as per Regulation 21(6) of the SEBI Takeover Code. The Shares are compulsorily traded in dematerialised form and the minimum marketable lot for the purposes of acceptance, for both physical and demat will be one Share.

9.12 Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by

Registered Post / Speed Post at the shareholders’/unregistered owners’ sole risk to the sole/first shareholder (in case of joint shareholders). Shares held in dematerialised form, to the extent not accepted, will be credited back to the beneficial owners’ depository account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance or otherwise. It will be the responsibility of the shareholders to ensure that the unaccepted Shares are accepted by their respective DPs when transferred by the Registrar to the Offer. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit, if any, in their DP account. Shareholders should ensure that their depository account is maintained till the Offer formalities are completed.

9.13 Shareholders, while tendering their Shares in the Offer may indicate an option to receive the

payment of Offer consideration through electronic form by indicating in the space provided in the FOA. The payment consideration for Shares accepted under the Offer, in such cases, may be made through NECS, Direct Credit, RTGS or NEFT, as applicable, at specified centres where clearing houses are managed by the Reserve Bank of India, wherever possible. In other cases, payment of consideration would be made through cheque / demand draft / pay order sent by Registered post / speed post. Shareholders who opt for receiving consideration through electronic form are requested to give the authorization for electronic mode of transfer of funds in the Form of Acceptance, provide the MICR / IFSC code of their bank branch and enclose a cancelled cheque or a photocopy of a cheque associated with the particular bank account, along with the Form of Acceptance. In case of joint holders, payments will be made in the name of the first holder/ unregistered owner.

9.14 For the purposes of electronic transfer, in case of shareholders opting for electronic payment of

consideration and for purposes printing on the cheque / demand draft / payorder for the other cases, the bank account details will be directly taken from the Depositories’ database, wherever possible. A shareholder tendering Shares in the Offer, is deemed to have given consent to obtain the bank account details from the Depositories, for this purpose. Only if the required details cannot be obtained from the depositories’ database then the particulars provided by the shareholders would be used. It is advised that shareholders provide bank details in the Form of

Letter of Offer

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Acceptance, so that the same can be incorporated in the cheque/demand draft/pay order, if the same data is not available from the Depositories’ database. It will be the responsibility of the tendering shareholders to ensure that correct bank account details are recorded with the Depositories and mentioned in the Form of Acceptance. For shareholders, who do not opt for electronic mode of transfer and for those shareholders, whose payment consideration is rejected / not credited through NECS/Direct Credit/RTGS/NEFT, due to any technical errors or incomplete/incorrect bank account details, payment consideration will be dispatched through Speed Post/Registered Post. Such consideration payment will be made by cheques, pay orders or demand drafts payable at par at places where the address of the shareholder is registered.

9.15 In terms of Regulation 22(5A) of the SEBI Takeover Code, equity shareholders desirous of withdrawing the acceptance tendered by them in the Offer, may do so up to 3 (three) working days prior to the Offer Closing Date. The withdrawal option can be exercised by submitting the prescribed documents as per the instructions below, so as to reach the Registrar to the Offer at the collection centre where the original tender was submitted on or before Wednesday, November 17, 2010.

a) The withdrawal option can be exercised by submitting the Form of Withdrawal, enclosed with

the Letter of Offer, duly signed by all the registered holders as per their specimen signature recorded with KCL for shareholders in case of physical holdings/ with the Depository in case of electronic holdings, so as to reach the Registrar to the Offer at the collection centre where the original tender was submitted, on or before Wednesday, November 17, 2010.

b) The withdrawal option can be exercised by submitting the Form of Withdrawal attached to

this Letter of Offer, duly completed together with Acknowledgement slip in original / copy of the submitted Form of Acceptance in case delivered by Registered A.D. and a photocopy of delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP.

c) In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by

making an withdrawal on plain paper along with the following details:

i) In case of physical shares: Name, address, distinctive numbers, folio number and number of Shares tendered, number of Shares withdrawn.

ii) In case of dematerialised shares: Name, address, number of Shares tendered, number of Shares withdrawn, DP name, DP ID, Beneficiary Account no., and a photocopy of delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP in favour of the special depository account.

d) Shareholders who have tendered Shares in physical form and wish to partially withdraw their

tenders, should also enclose valid share transfer form(s) for the remaining Shares (i.e. Shares not withdrawn) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with KCL and duly witnessed at the appropriate place.

e) The withdrawal of Shares will be available only for the Share certificates/ Shares that have

been received by the Registrar to the Offer/ special depository account. f) The intimation of returned Shares to the shareholders will be at the address as per the

records of KCL or the Depositories as the case may be. g) In case of partial withdrawal of Shares tendered in physical form, if the original Share

certificates are required to be split, the same will be returned on receipt of Share certificates from KCL.

Letter of Offer

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h) Partial withdrawal of tendered Shares can be done only by the registered shareholders /

beneficial owners. In case of partial withdrawal, the earlier Form of Acceptance will stand revised to that effect.

i) Shareholders holding Shares in dematerialised form are requested to issue the necessary

standing instruction for receipt of the credit in their DP account. 9.16 The instructions and authorizations contained in the Form of Acceptance and Form of Withdrawal

constitute an integral part of the terms of this Offer. 9.17 The Registrar to the Offer will hold in trust the Shares/Share certificates, Shares lying in credit of

the special depository account, Form of Acceptance, and the transfer form(s), if any, on behalf of the shareholders of KCL who have accepted the Offer, until the Acquirer completes the Offer obligations in accordance with the SEBI Takeover Code.

10 DOCUMENTS FOR INSPECTION

The following material documents are available for inspection by shareholders of KCL at the office of the Manager to the Offer at Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, from 10.30 a.m. to 1.00 p.m. on any day, except Saturdays, Sundays and public holidays, from the date of opening of the Offer until the Offer Closing Date;

i. Copy of SPA dated September 9, 2010 between the Acquirer and the Sellers; ii. Copy of the Articles of Incorporation of Accelya; iii. Copy of the Certificate of Incorporation and the Memorandum and Articles of Association of

the Target Company; iv. Copy of published Public Announcement dated September 14, 2010; v. Copy of the audited financial statements of Accelya for the year ended June 30, 2010, June

30, 2009 and period ended June 30, 2008; vi. Copy of the annual reports of KCL for the financial year ended March 31, 2010, March 31,

2009 and March 31, 2008 and limited review report for the quarter ended June 30, 2010; vii. Copy of the escrow agreement dated September 9, 2010 between Citibank N.A., Acquirer

and the Manager to the Offer, confirming that ` 136,922,750 (Rupees One Hundred Thirty Six Million Nine Hundred Twenty Two Thousand and Seven Hundred Fifty only) is kept in escrow account and a lien has been marked on the amount in favour of the Manager to the Offer and a certificate dated September 13, 2010 from Citibank N.A. confirming the balance to the credit of escrow account;

viii. Copy of the supplemental escrow agreement dated October 25, 2010 between Citibank N.A., Acquirer and the Manager to the Offer in order to escrow the First Sale Shares till completion of the Offer formalities;

ix. Copy of the Bank Guarantee for ` 410,768,250 (Rupees Four Hundred Ten Million Seven Hundred Sixty Eight Thousand and Two Hundred Fifty Only), issued by La Caja de Ahorros y Pensiones de Barcelona (also called ‘la Caixa’), acting through its branch situated at Av. Diagonal, 662-664 Planta baixa 08034 – Barcelona, Spain, in favour of the Manager to the Offer;

x. Copy of the certificate dated October 20, 2010 issued by MZS & Associates, Chartered Accountants confirming the firm arrangements made by the Acquirer for meeting their obligations under the SEBI Takeover Code;

xi. SEBI observation letter no. CFD/DCR/TO/EB/OW/23935/2010 dated October 19, 2010; xii. A copy of the agreement entered into by the Registrar to the Offer with depository participant

for opening a special depository account for the purposes of the Offer.

Letter of Offer

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11 DECLARATION BY THE ACQUIRER

The directors of the Acquirer accept responsibility for the information contained in this Letter of Offer. The Acquirer is responsible for ensuring compliance with the SEBI Takeover Code and for fulfilment of its obligations in terms of the SEBI Takeover Code.

For and on behalf of Accelya Holding World S.L.

Sd/- Authorised Signatory Name: José María Portabella Designation: Director (José María Portabella is authorised to sign this Letter of Offer on behalf of the Acquirer vide authority provided in the resolution dated September 9, 2010)

Place: Barcelona Date: October 26, 2010

Encl: 1. Form of Acceptance-cum-Acknowledgement 2. Form of Withdrawal 3. Transfer deed for shareholders holding Shares in physical form

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send this Form of Acceptance-cum-Acknowledgement with enclosures to Karvy Computershare Private Limited at any of the collection centres as per the mode of delivery mentioned in the Letter of Offer) (to be filled in by the shareholder)

Folio No./DP ID Client ID No. of Shares held

OPEN OFFER TO THE SHAREHOLDERS OF KALE CONSULTANTS LIMITED

From: Name: OPENS ON WEDNESDAY, NOVEMBER 3, 2010

Address: LAST DATE OF WITHDRAWAL

WEDNESDAY, NOVEMBER 17, 2010

CLOSES ON MONDAY, NOVEMBER 22, 2010 Status: Resident / Non-Resident Tel No.: Fax No.: E-mail:

To Accelya Holding World S.L. C/o. Karvy Computershare Private Limited Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081 Dear Sirs,

Sub: Open Offer (the "Offer”) to acquire 3,184,250 Shares of Rs. 10 each, representing 20% of the Fully Diluted Equity Capital of Kale Consultants Limited (“KCL” / “Target Company”) by Accelya Holding World S.L. (the “Acquirer”) at a price of Rs. 172 (Rupees One Hundred and Seventy Two Only) per Share (“Offer Price”), payable in cash

I/We refer to the Letter of Offer dated October 26, 2010 for acquiring the equity shares held by me/us in Kale Consultants Limited. I/We, the undersigned, have read the Letter of Offer, understood its contents and unconditionally accept the terms and conditions and procedures as mentioned therein.

SHARES HELD IN PHYSICAL FORM I/We, accept the Offer and enclose the original Share certificate(s) and duly signed transfer deed(s) in respect of my/our Shares as detailed below.

Sr. No. Folio No. Certificate No. Distinctive Nos. No. of Shares From To Total

Please attach additional sheets of paper and authenticate the same if the space is insufficient.

SHARES HELD IN DEMAT FORM I/We, holding Shares in demat form, accept the Offer and enclose a photocopy of the Delivery Instructions duly acknowledged by my/ our DP in respect of my/our Shares as detailed below.

DP Name DP ID Client ID Name of Beneficiary No. of Shares

I/We have done an “Off-market” transaction for crediting the Shares to the special depository account with Karvy Stock Broking Limited opened by the Registrar to the Offer with NSDL styled “KCPL ESCROW A/c – KCL OPEN OFFER” whose particulars are:

DP Name: Karvy Stock Broking Limited DP ID: IN300394 Client ID: 17785728

Shareholders having their beneficiary account with CDSL will have to use inter-depository slip for the purpose of crediting their Shares in favour of the special depository account opened with NSDL.

------------------------------------------------------------------------------------------ Tear along this line -------------------------------------------------------------------- Acknowledgement Slip: Kale Consultants Limited – Open Offer

(to be filled by the shareholder) (subject to verification) Folio No./DP ID Client ID Sr. No.

Received from Mr./Ms./M/s.__________________________________________________________________________________________

Form of Acceptance along with:

(Please √ whichever is applicable) Physical Shares: No. of Shares - _____________ No. of certificates enclosed___________

Demat Shares: Copy of delivery instruction for ____________ number of Shares enclosed

Signature of Official __________________Date of Receipt__________________________

Payments for accepted Shares/credits for unaccepted Shares will be dispatched /credited by Tuesday, December 7, 2010 subject to receipt

of regulatory approvals, if any needed.

STAMP OF COLLECTION CENTRE

Enclosures (Please √ as appropriate, if applicable)

POWER OF ATTORNEY Previous RBI approvals for holding the shares of Kale Consultants Limited hereby tendered in the Offer.

No Objection Certificate & Tax Clearance Certificate under Income Tax Act, 1961, for NRIs/OCBs/foreign and other non resident shareholders as applicable

Corporate authorisation in case of companies along with Board Resolution and specimen signatures of authorised signatories, copy of Memorandum and Articles of Association

Death Certificate/ Succession Certificate

Others (please specify): _____________

I/We confirm that the Shares of Kale Consultants Limited, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We note and understand that the original Share certificate(s) and valid Share transfer deed(s) will be held in trust for me/us by the Registrar to the Offer until the time the purchase consideration as mentioned in the Letter of Offer and/or the unaccepted Shares/ Share certificates are dispatched or credited back to the beneficial owners’ DP accounts.

I/We also note and understand that the purchase consideration will be paid only after verification of the documents and signatures.

I/We authorise the Acquirer to send payment consideration by electronic mode or physical mode as per the option selected. In cases where the payment consideration is to be done in physical mode, the cheque / demand draft / payorder, in settlement of the amount will be sent by registered post / speed post to the sole/first holder at the address mentioned above.

Please indicate the preferred mode of receiving the payment consideration. (Please tick)

(1) Electronic Mode: __________ OR (2) Physical Mode: __________.

Shareholders opting for Option (1) must complete the following table and enclose a cancelled cheque or a photocopy of a cheque, associated with the particular bank account where refund is desired. To avoid fraudulent encashment in transit, Shareholders opting for Option (2) must provide the Name of the Bank, Branch, City details and the Account Number & Type in the following table.

Name of the Bank ________________________________Branch___________________________City____________________________

Account Number_________________________________ Savings/Current/Others (please specify) ________________________________

9 digit MICR code: _________________________ IFSC Code (for RTGS/NEFT Transfers): _______________________

The bank account details will be directly taken from the Depositories’ database, wherever possible. A Shareholder tendering Shares in the Offer, is deemed to have given consent to obtain the bank account details from the Depositories, for this purpose. Only if the required details cannot be obtained from the depositories’ database then the particulars provided by the Shareholders above would be used.

I/We note and understand that the Shares would lie in the special depository account until the time payment of purchase consideration as mentioned in the Letter of Offer is made.

I/We authorise the Acquirer to accept the Shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/we further authorise the Acquirer to return to me/us, Shares / Share certificate(s) in respect of which the Offer is not found valid/not accepted.

For FII shareholders: I/We confirm that the Shares of Kale Consultants Limited are held by me/us on � Investment/Capital Account OR � Trade Account. (Please √ whichever is applicable in your case)

Yours faithfully,

Signed and Delivered

FULL NAME(S) OF THE HOLDER PAN No. SIGNATURE(S)

First/Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Note: In case of joint holdings, all holders must sign. In case of body corporate, the company seal should be affixed Place:

Date:

------------------------------------------------------------------------------------ Tear along this line --------------------------------------------------------------------------

All queries in this regard to be addressed to the Registrar to the Offer at the following address quoting your Reference Folio No./DPID/Client ID:

Karvy Computershare Private Limited

Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081,

Tel: (040) 44655000 / 23420815-23; Fax No: (040) 23431551, E-mail: murali@karvy.com,

Contact Person: Mr. M. Murali Krishna/ Mr. Williams

INSTRUCTIONS 1. In the case of dematerialised Shares, the shareholders are advised to ensure that their Shares are credited in favour of the special depository account, before the Offer

Closing Date i.e. Monday, November 22, 2010. The Form of Acceptance-cum-Acknowledgement of such demat Shares not credited in favour of the special depository account, before the Offer Closing Date will be rejected.

2. Shareholders should enclose the following: I. For equity shares held in physical form:- o Registered shareholders should enclose

• Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the Share certificates. • Original Share Certificate(s)

• Valid transfer deed(s) / form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Kale Consultants Limited and duly witnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate/Notary Public/ Bank Manager under their Official Seal. The details of the buyer should be left blank failing which the same will be invalid under the Offer. The details of the buyer will be filled upon verification of the Form of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance. Shareholders holding physical Shares can also contact the Registrar to the Offer at any of their collection centres at the address given in the Letter of Offer to obtain a blank share transfer deed.

In case of non receipt of the aforesaid documents, but receipt of the original Share certificate(s) and transfer deed(s) duly signed, the Offer shall be deemed to be accepted.

o Unregistered owners should enclose • Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein. • Original Share Certificate(s). • Original broker contract note. • Valid Share transfer deed(s) as received from market. The details of buyer should be left blank failing which, the same will be invalid under the Offer.

Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from unregistered shareholders.

All other requirements for valid transfer will be preconditions for valid acceptance. II. For equity shares held in demat form:-

Beneficial owners should enclose • Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the

Depository Participant (DP). • Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP in

favour of special depository account as per the instruction in the Letter of Offer. In case of non receipt of the aforesaid documents, but receipt of the credit in the escrow depository account, the Offer shall be deemed to be accepted

3. The Share certificate(s), share transfer deed(s) and the Form of Acceptance-cum-Acknowledgement should be sent only to the Registrar to the Offer and not to the Manager to the Offer or the Acquirer or Kale Consultants Limited.

4. Shareholders having their beneficiary account with CDSL have to use “INTER DEPOSITORY DELIVERY INSTRUCTION SLIP” for the purpose of crediting their Shares in favour of the special depository account with NSDL.

5. While tendering Shares under the Offer, NRIs/ OCBs/ foreign and other non resident shareholders will be also required to submit the RBI approvals, if any (specific or general) that they would have obtained for acquiring Shares. OCB shareholders, if any, are required to submit approval from RBI for tendering Shares in the Offer. In case the RBI approvals are not submitted, the Acquirer reserves the right to reject the Shares tendered.

6. Non resident shareholders should enclose No Objection Certificate/Tax Clearance Certificate from the Income Tax Authorities under Income Tax Act, 1961, indicating the tax to be deducted by the Acquirer before remittance of consideration otherwise tax will be deducted at the maximum marginal rate as may be applicable to the category of the shareholder on the entire consideration amount payable. The Acquirer also reserves the right to reject such tenders from non-resident shareholders, where the aforesaid No-Objection Certificate/ Tax Clearance Certificate is not submitted. Further, payment of interest to all shareholders would be subject to deduction of tax at source, under the Income Tax Act, at such rates as may be applicable to the category of shareholders. For more details please refer to paragraph 9.10 on page 52 of the Letter of Offer.

7. Shareholders are advised to indicate the bank account details at the appropriate place in the Form of Acceptance-cum-Acknowledgement and the consideration cheque would be made to the bank account of the sole/ first shareholder. The payment would be made at par to all the shareholders.

8. Shareholders, while tendering their Shares in the Offer may indicate an option to receive the payment of Offer consideration through electronic form by indicating in the space provided in the FOA. The payment consideration for Shares accepted under the Offer, in such cases, may be made through Electronic Clearing Services (ECS), Direct Credit, Real Time Gross Settlement (RTGS) or National Electronic Funds Transfer (NEFT), as applicable, at specified centers where clearing houses are managed by the Reserve Bank of India, wherever possible. In other cases, payment of consideration would be made through cheque / demand draft / pay order sent by Registered post / speed post. Shareholders who opt for receiving consideration through electronic form are requested to give the authorization for electronic mode of transfer of funds in the Form of Acceptance, provide the MICR / IFSC code of their bank branch and enclose a cancelled cheque or a photocopy of a cheque associated with the particular bank account, along with the Form of Acceptance. In case of joint holders, payments will be made in the name of the first holder/ unregistered owner.

9. Rejection of Shares If the Shares are rejected for any of the following reasons, the Shares will be returned to the sole / first named holder(s) along with all the documents received from them at the time of submission. Please note that the following list is not exhaustive. a. The signature(s) of the holder(s) do not match with the specimen signature(s) as per the records of Kale Consultants Limited; b. The transfer deed is not complete or valid; c. The relevant documents, as applicable, mentioned above at 2 and in addition at 5, 6 and 7 are not submitted with the Form of Acceptance-cum-Acknowledgement.

The Acquirer also reserves the right to reject such tenders from shareholders, where the relevant documents are not submitted. 10. All documents / remittances sent by or to shareholders will be at their own risk. Shareholders of Kale Consultants Limited are advised to adequately safeguard their

interests in this regard. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners’ depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance-cum-Acknowledgement.

11. Neither the Acquirer, the Manager to the Offer, the Registrar to the Offer or Kale Consultants Limited will be liable for any delay/loss in transit resulting in delayed receipt/ non-receipt by the Registrar to the Offer of your Form of Acceptance-cum-Acknowledgement or for the failure to deposit your Shares to the special depository account or submission of original physical Share certificates due to inaccurate/incomplete particulars/instructions on your part, or for any other reason.

12. Applicants who cannot hand deliver their documents at the collection centers, may send their documents only by Registered Post, at their own risk, to the Registrar to the Offer at Karvy Computershare Private Limited, Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, so as to reach the Registrar to the Offer on or before 4 PM on the Offer Closing Date i.e. Monday, November 22, 2010.

13. The Form of Acceptance-cum-Acknowledgement and other related documents should be submitted by way of hand delivery at any of the collection centers of Karvy Computershare Private Limited which are as follows: (a) Mumbai: Karvy Computershare Pvt Ltd., 24, Maharashtra Chamber. of Commerce. Lane, Opp. MSC Bank, Fort, Mumbai – 400 023, Tel: 022-66381747 & 22842666, Fax: 022-66331135; Karvy Computershare Pvt Ltd., 7, Andheri Industrial Estate, Off. Veera Desai Road, Andheri West, Mumbai 400053, Tel: 022-26730799, Fax: 022-26730152 (b) New Delhi: Karvy Computershare Pvt Ltd., 105-108, Arunachal Bldg., 19, Barakhamba Road, Connaught Place, New Delhi -110 001, Tel: 011-43509200, Fax: 011-41036370 (c) Ahmedabad: Karvy Computershare Pvt Ltd., 201-203, Shail, Opp: Madhusudhan House, Behind Girish Cold Drinks, Off C G Road, Ahmedabad 380 006, Tel: 079-26400527/26400528/66614772, Fax: 079-26565551 (d) Chennai: Karvy Computershare Pvt Ltd., No. 33/1, Venkatraman Street, T.Nagar, Chennai – 600017, Tel: 044 – 42121332/28151793/ 28151794, Fax: 044-28153181 (e) Hyderabad: Karvy Computershare Pvt Ltd., Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Tel: 040-446553000/23420818-23, Fax: 040-23431551 (f) Kolkata: Karvy Computershare Pvt Ltd., 49, Jatin Das Road, Nr.Deshpriya Park, Kolkata 700 029, Tel: 033-24644891, Fax: 033-24644866 (g) Bengaluru: Karvy Computershare Pvt Ltd., No.59, Skanda, Putana Road, Basavanagudi Bengaluru 560 004, Tel: 080-26621192, Fax: 080-26621169 (h) Pune: Karvy Computershare Pvt Ltd., Shrinath Plaza, B Wing, Office No. 58 & 59, 3rd Floor, Dyaneshwar Paduka Chowk,S, No.184/4, Off: F C Road, Pune 411 004, Tel: 020 25532078/783, Fax: 020 25533742;

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FORM OF WITHDRAWAL THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send this Form of withdrawal with enclosures to Karvy Computershare Private Limited at the collection centre where the original Form of Acceptance was tendered) (to be filled in by the shareholder) From:

OPEN OFFER TO THE SHAREHOLDERS OF KALE CONSULTANTS LIMITED

Name: OPENS ON WEDNESDAY, NOVEMBER 3, 2010 Address: LAST DATE OF

WITHDRAWAL WEDNESDAY, NOVEMBER 17, 2010

CLOSES ON MONDAY, NOVEMBER 22, 2010 THIS FORM SHOULD BE USED BY SHAREHOLDERS

ONLY FOR EXERCISING THE WITHDRAWAL OPTION AS PROVIDED IN THE LETTER OF OFFER

To Accelya Holding World S.L. C/o. Karvy Computershare Private Limited Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081 Dear Sirs, Sub: Open Offer (the "Offer”) to acquire 3,184,250 Shares of Rs. 10 each, representing 20% of the Fully Diluted Equity Capital of Kale Consultants Limited (“KCL” / “Target Company”) by Accelya Holding World S.L. (the “Acquirer”) at a price of Rs. 172 (Rupees One Hundred and Seventy Two Only) per Share (“Offer Price”), payable in cash

Sub: Withdrawal of shares tendered in the caption Offer.

I/We refer to the Letter of Offer dated October 26, 2010 for acquiring the equity shares held by me/us in Kale Consultants Limited. I/We, the undersigned, have read the Letter of Offer, understood its contents and unconditionally accept the terms and conditions and procedures as mentioned therein. I/We have also read the procedure for withdrawal of Shares tendered by me/us in the Offer as mentioned in the Letter of Offer and unconditionally agree to the terms and conditions mentioned therein. I/We hereby consent unconditionally and irrevocably to withdraw my/our Shares from the Offer and I/we further authorise the Acquirer to return to me/us, tendered Share certificate(s)/Share(s) at my/our sole risk. I/We note that upon withdrawal of my/our Shares from the Offer, no claim or liability shall lie against the Acquirer/ Manager to the Offer/Registrar to the Offer. I/We note that this Form of Withdrawal should reach the Registrar to the Offer at the collection center where the Form of Acceptance was tendered on or before the last date of withdrawal. I/We note that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the Shares held in physical form and also for the non-receipt of Shares held in the dematerialised form in the DP account due to inaccurate/incomplete particulars /instructions. I/We also note and understand that the Acquirer shall return original share certificate(s), share transfer deed(s) and Shares only on completion of verification of the documents, signatures and beneficiary position data as available from the Depository from time to time, respectively. The particulars of tendered original share certificate(s), which I/we wish to withdraw are detailed below:

Sr. No. Folio No. Certificate No. Tendered

Distinctive Nos. No. of Shares

From To Withdrawn Total

(In case of insufficient space, please use an additional sheet and authenticate the same) I/We holding the following Shares in dematerialised form, have tendered the Shares in the Offer and had done an “Off-market” transaction for crediting the Shares to the special depository account with Karvy Stock Broking Limited at NSDL styled “KCPL ESCROW A/c – KCL OPEN OFFER” whose particulars are:

DP Name: Karvy Stock Broking Limited DP ID: IN300394 Client ID: 17785728

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by the Depository Participant.

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Acknowledgement Slip: Kale Consultants Limited – Open Offer (to be filled by the shareholder) (subject to verification) Sr. No.

Received from Mr./Ms./M/s._______________ __________________________________________________________________________

Physical Shares: Folio No. _________________ / Demat Shares: Client ID _____________________; DP ID _________________________

Form of Withdrawal for withdrawal of:

Physical Shares: No. of Shares tendered - _____________ No. of Shares withdrawn-___________

Demat Shares: No. of Shares tendered - ______________ No. of Shares withdrawn-___________

(Please √ whichever is applicable) Signature of Official ______________________Date of Receipt___________________________________

STAMP OF COLLECTION CENTRE

The particulars of the account from which my/our Shares have been tendered and the Shares withdrawn are as detailed below:

DP Name DP ID Client ID Name of Beneficiary No. of Shares tendered

No. of Shares withdrawn

I/We note that the Shares will be credited back only to that depository account, from which the Shares have been tendered and necessary standing instructions have been issued in this regard.

I/We confirm that the particulars given above are true and correct.

In case of dematerialised Shares, I/we confirm that the signatures of the beneficiary holders have been verified by the DP as per the records maintained at their end and the same have also been duly attested by them under their seal.

Yours faithfully,

Signed and Delivered

FULL NAME(S) OF THE HOLDER

SIGNATURE(S) VERIFIED AND ATTESTED BY US. PLEASE AFFIX THE STAMP OF DP (IN CASE OF DEMAT SHARES)/ BANK (IN CASE OF PHYSICAL SHARES)

First/Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Note: In case of joint holdings, all holders must sign. In case of body corporate, the company seal should be affixed and necessary Board resolution should be attached. Place: Date:

INSTRUCTIONS 1. Shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at the collection center where the original Form of

Acceptance was tendered on or before the last date of withdrawal i.e. Wednesday, November 17, 2010 2. Shareholders should enclose the following:-

I. For Shares held in demat form:- Beneficial owners should enclose • Duly signed and completed Form of Withdrawal. • Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D. • Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP.

II. For Shares held in physical form:- o Registered Shareholders should enclose:

• Duly signed and completed Form of Withdrawal. • Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D. In case of partial withdrawal, valid share transfer deed(s) for the remaining equity shares (i.e. shares not withdrawn) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Kale Consultants Limited and duly witnessed at the appropriate place. Further the transfer deed should be valid for transfer. Shareholders holding physical Shares can also contact the Registrar to the Offer at any of their collection centres at the address given in the Letter of Offer to obtain a blank share transfer deed.

o Unregistered owners should enclose: • Duly signed and completed Form of Withdrawal. • Acknowledgement slip in original/ Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered by Registered A.D.

3. The withdrawal of equity shares will be available only for the equity share certificates/the equity shares that have been received by the Registrar to the Offer/ special depository escrow account.

4. The intimation of returned equity shares to the shareholders will be at the address as per the records of the Target Company/ Depository as the case may be. 5. The Form of Withdrawal should be sent only to the Registrar to the Offer. 6. In case of partial withdrawal of equity shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of

share certificates from the Target Company. The facility of partial withdrawal is available only to registered shareholders. 7. Shareholders holding equity shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit in their DP account. 8. The Form of Withdrawal and other related documents should be submitted at the collection center where the original Form of Acceptance was tendered. 9. Collection centres of Karvy Computershare Private Limited are as follows: (a) Mumbai: Karvy Computershare Pvt Ltd., 24, Maharashtra Chamber. of Commerce.

Lane, Opp. MSC Bank, Fort, Mumbai – 400 023, Tel: 022-66381747 & 22842666, Fax: 022-66331135; Karvy Computershare Pvt Ltd., 7, Andheri Industrial Estate, Off. Veera Desai Road, Andheri West, Mumbai 400053, Tel: 022-26730799, Fax: 022-26730152 (b) New Delhi: Karvy Computershare Pvt Ltd., 105-108, Arunachal Bldg., 19, Barakhamba Road, Connaught Place, New Delhi -110 001, Tel: 011-43509200, Fax: 011-41036370 (c) Ahmedabad: Karvy Computershare Pvt Ltd., 201-203, Shail, Opp: Madhusudhan House, Behind Girish Cold Drinks, Off C G Road, Ahmedabad 380 006, Tel: 079-26400527/26400528/66614772, Fax: 079-26565551 (d) Chennai: Karvy Computershare Pvt Ltd., No. 33/1, Venkatraman Street, T.Nagar, Chennai – 600017, Tel: 044 – 42121332/28151793/ 28151794, Fax: 044-28153181 (e) Hyderabad: Karvy Computershare Pvt Ltd., Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Tel: 040-446553000/23420818-23, Fax: 040-23431551 (f) Kolkata: Karvy Computershare Pvt Ltd., 49, Jatin Das Road, Nr.Deshpriya Park, Kolkata 700 029, Tel: 033-24644891, Fax: 033-24644866 (g) Bengaluru: Karvy Computershare Pvt Ltd., No.59, Skanda, Putana Road, Basavanagudi Bengaluru 560 004, Tel: 080-26621192, Fax: 080-26621169 (h) Pune: Karvy Computershare Pvt Ltd., Shrinath Plaza, B Wing, Office No. 58 & 59, 3rd Floor, Dyaneshwar Paduka Chowk,S, No.184/4, Off: F C Road, Pune 411 004, Tel: 020 25532078/783, Fax: 020 25533742;

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All queries in this regard to be addressed to the Registrar to the Offer at the following address quoting your Reference Folio No./DPID/Client ID

Karvy Computershare Private Limited Plot No 17-24, Vithalrao Nagar, Madhapur, Hyderabad 500 081,

Tel: (040) 44655000 / 23420815-23; Fax No: (040) 23431551, E-mail: murali@karvy.com,

Contact Person: Mr. M. Murali Krishna/ Mr. Williams

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