DRAFT LETTER OF OFFER

NEELAMALAI AGRO INDUSTRIES LIMITED

Registered Office: Katary Estate, Katary Post-643213 Coonoor, The Nilgiris

Administrative Office: 27/1032 Panampilly Nagar, Cochin 682036

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is being sent to you as a shareholder of the Company on the Specified Date (September 5, 2003). For any clarification / help on the subject, investors are advised to contact the Manager to the Offer namely Meghraj Financial Services (India) Pvt. Ltd. or the Compliance Officer.

Offer to buy back upto 1,54,000 fully paid equity shares of face value Rs. 10 each representing 24.54% of the issued, subscribed and paid-up equity share capital of

Neelamalai Agro Industries Limited at Rs. 65 per share through a Tender Offer

in accordance with the Companies Act, 1956 as amended and the Securities & Exchange Board of India (Buy-back of Securities) Regulations, 1998

The Procedure for Tender / Offer is set out on page No. 16 of this Letter of Offer. A Tender / Offer Form is enclosed with this Letter of Offer. The Form with relevant enclosures should be dispatched / delivered so as to reach before the close of business hours at the Registered Office of the Company on or before October 30, 2003. Manager to the Buy–back Offer Compliance Officer Meghraj Financial Services (India) Private Limited. 3rd Floor, Khanna Construction House 44,Dr.R.G.Thadani Marg,Worli Mumbai 400 018 Tel: 91-22 –24931764 Fax: 91-22- 24931765 Email: samuel@meghrajindia.com

Mr. Manu P.Sam Neelamalai Agro Industries Limited No.27/1032, Panampilly Nagar, Cochin 682 036 Phone: (0484) 2315312,2324445 Fax: (0484) 2312541 E-mail: manu@avtplantations.com

Offer opens on: October 1, 2003 Offer closes on: October 30, 2003

1

Table of Contents Sl. No. Description Page No. Collection Centre 3 Offer Time Table 3 Definitions 3 Disclaimer Clause 4 I Details of the Offer 5 II Details of Public Announcement of the Buy-back Offer 6 III Authority for the Buy-back Offer & Statutory Approvals 6 IV Necessity for Buy-back 7 V Basis of Offer Price 7 VI Sources of Funds for Buy-back & Cost thereof 7 VII Details of Escrow Account 8 VIII Information about the Company 8 IX Capital Structure & Shareholding Pattern 11 X Stock Market Data 11 XI Information about the shareholding of the Promoters 12 XII Management Discussion and Analysis on likely impact of

Buy-back on the Company 13

XIII Statutory Approvals 13 XIV Note on Taxation 14 XV Documents for Inspection 15 XVI Procedure for Tender / Offer and Settlement 16 XVII Extract from the Resolution passed by the Board of Directors 20 XVIII Declaration by the Board of Directors 22 XIX Auditors’ Certificate 23 XX Compliance Officer & Investor Service Centre 24 XXI Remedies available to the Investors 24 Encl.: Tender / Offer Form

2

COLLECTION CENTRE

1. Registered shareholders and shareholders who have obtained delivery after the Specified Date (“unregistered shareholders”) who wish to tender their shares should submit their response by Courier/Registered Post/ Hand Delivery to the Administrative Office of the Company at the address given below between 10.00 A.M and 4.30 P.M on all working days.

Address Phone/Fax No. Contact Person Neelamalai Agro Industries Ltd. No.27/1032,Panampilly Nagar, Kochi 682 036

Phone:(0484)2315312,2324445 Fax:(0484)2312541

Mr.C.S.Sathyan

RESPONSES SHOULD NOT BE SENT to the Manager to the Buy-back Offer OFFER TIME TABLE

Activity Date Board Meeting recommending Buyback July 31, 2003 Public Announcement cum Public Notice of Buyback August 2, 2003 Specified Date September 5, 2003 Opening of the Buy-back Offer October 1, 2003 Closure of the Buy-back Offer October 30, 2003 Finalise basis of allocation November 12, 2003 Despatch of consideration warrant/shares November 19, 2003 Extinguishment of shares November 19, 2003

The Company has adhered / will adhere to the SEBI stipulated time limits. DEFINITIONS The following definitions apply through out this Letter of Offer, unless the context requires otherwise:

Buy-back Offer/ Buy-back / Offer

The offer by Neelamalai Agro Industries Limited to buy back upto 1,54,000 fully paid equity shares of face value of Rs.10 each at Rs.65/- per equity share through Tender Offer.

Meghraj / Manager to the Buy-back Offer

Meghraj Financial Services (India) Private Limited.

NAIL /Neelamalai/ the Company

Neelamalai Ago Industries Limited

Offer Price / Buy-back Price

Rs. 65/- per fully paid equity share, payable in cash

Promoters Promoters / Persons-in-control of the Company Shares Fully paid equity shares of face value Rs. 10 each of Neelamalai Agro Industries

Limited Shareholders Equity shareholders holding shares in the company in physical or demat form

3

Beneficial owners Shareholders who hold equity shares of the company in the dematerialized form CDSL Central Depository Services (India) Limited DP Depository Participant SEBI The Securities & Exchange Board of India The Regulations The Securities & Exchange Board of India (Buy-back of Securities) Regulations,

1998, as amended The Act The Companies Act, 1956, as amended by the Companies Amendment Act, 2001 CoSE Coimbatore Stock Exchange, Coimbatore MSE Madras Stock Exchange, Chennai BSE The Stock Exchange, Mumbai Specified Date The date for the purpose of determining the names of the shareholders to whom the

Letter of Offer will be sent. RBI Reserve Bank of India DISCLAIMER CLAUSE As required, a copy of this Letter of Offer and Public Announcement has been submitted to Securities and Exchange Board of India. It is to be distinctly understood that submission of Letter of Offer and Public Announcement to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the correctness of the statements made or opinions expressed in the Letter of Offer and Public Announcement. The Manager to the Buy-back Offer, Meghraj Financial Services (India) Pvt. Ltd, has certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with SEBI (Buy-back of Securities) Regulations, 1998. This requirement is to facilitate investors to take an informed decision as to the acceptance of the Offer. It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the Letter of Offer and Public Announcement cum Public Notice, the Manager to the Buy-back offer is expected to exercise Due Diligence to ensure that the Company discharges its responsibility adequately and in this behalf and towards this purpose, the Manager to the Buy-back offer, Meghraj Financial Services (India) Pvt. Ltd has furnished to SEBI a Due Diligence Certificate dated August 8, 2003 in accordance with SEBI (Buy-back of Securities) Regulations, 1998 which reads as follows: We have examined the various documents and material papers relevant to the buyback as part of the due-diligence carried out by us in connection with the finalisation of the Public Announcement cum Public Notice and Letter Of Offer. On the basis of such examination and the discussions with the Company, we hereby state that: ♦ The Public Announcement cum Public Notice and the Letter Of Offer is in conformity with the documents, materials and papers relevant to the buyback;

4

♦ All the legal requirements connected with the said offer including SEBI (Buyback of Securities) Regulations 1998, have been duly complied with; ♦ The disclosures in the Public Announcement and the Letter Of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the shareholders of the Company to make a well informed decision in respect of the buyback; ♦ Funds borrowed from banks and Financial Institutions will not be used for the buyback. The filing of the Draft Letter of Offer does not, however absolve the Company from any liabilities under Section 77A, Section 77AA and 77B of the Companies (Amendment) Act, 2001 or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed issue. SEBI, further reserves the right to take up, at any point of time, with the Manager to the Buy-back Offer any irregularities or lapses in Letter of Offer. Promoters / Directors declare and confirm that no information / material likely to have a bearing on the decision of shareholders has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement / mis-representation and in the event of it transpiring at any point of time that any information / material has been suppressed / withheld and / or amounts to a mis-statement / mis-representation, the Promoters / Directors and the Company shall be liable for penalty in terms of the provisions of the Companies Act, 1956 and the SEBI (Buy-back of Securities) Regulations, 1998. I. DETAILS OF THE OFFER 1. Neelamalai Agro Industries Limited hereby announces its intention to buy back upto 1,54,000 fully paid equity shares of face value Rs. 10 each, representing 24.54% of the paid-up equity share capital, through Tender Offer from the shareholders of the Company at a price of Rs.65/- per share, payable in cash. The Buy-back Offer is being made in accordance with the Act, the Regulations and other applicable laws. Shareholders have the option of tendering their shares in response to the Buy-back Offer. 2. The Company will adopt the Tender Offer route for the Buy-back and will restrict the Buy-back to a maximum of 1,54,000 fully paid equity shares representing 24.54% of the paid-up equity share capital of the Company on proportionate basis. 3. The total amount to be expended towards Buy-back by the Company, assuming 100% response to the Offer, aggregates to Rs. 100.10 lakhs, which is 7.69% of the paid-up share capital and free reserves of the Company as on March 31, 2003 4. The Promoters currently (as on July 31, 2003) hold 3,54,582 equity shares, representing 56.52% of the paid-up equity share capital of the Company. The Promoters

5

of the Company do not intend to tender their shares in the proposed Buy-back Offer. However, the non-promoter Directors and the employees of the Company are eligible to offer their shares in the buy-back. Assuming 100% response to the Offer and if all the shares tendered in response to the Offer are accepted in full, the Promoters will hold 74.90% of the issued, subscribed and paid-up equity share capital of the Company (represented by 3,54,582 equity shares) after the Buy-back Offer. 5. The shares will be acquired free from all liens, charges and encumbrances. 6. The Company will ensure compliance with Sections 77(A) and 77 (B) of the Companies Act, 1956, as also Clause 23 of the SEBI (Buyback of Securities) Regulations, 1998. 7. The Company shall abide by the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, if applicable. 8. The non-promoter holding after completion of the buy-back offer will not fall below the level of 25%. II. DETAILS OF PUBLIC ANNOUNCEMENT OF THE BUY-BACK OFFER As per Regulation 8(1) of the Regulations, the Company has made a Public Announcement in the following newspapers on August 2, 2003.

Newspaper Language Business Line English Makkal Kural Tamil Navbharat Hindi

III. AUTHORITY FOR THE BUY-BACK OFFER & STATUTORY APPROVALS 1. The Buy-back is being made pursuant to Article 9A of the Articles of Association of the Company. 2. Pursuant to Section 77A and the applicable provisions of the Companies Act, 1956, as amended by the Companies Amendment Act, 2001 and the Regulations 1998 as amended, the present offer for buy-back of equity shares of the Company from the shareholders has been duly authorised by resolutions passed by the Board of Directors of the Company at their meeting held on July 31, 2003. 3. The Offer is subject to approvals, if any, required under the provisions of the Act, the Regulations and / or such other Acts in force for the time being.

6

IV. NECESSITY FOR BUY-BACK 1. The equity shares of the company are listed on the CoSE, MSE and BSE. There has been no trading in the shares of the Company for the last 3.5 years in BSE and CoSE. The last trading of the Company’s shares in MSE was in April,2000 and there has been no trading since then, for more than 3 years in MSE also. The rationale behind listing is to provide liquidity to the shareholders by enabling them to buy/sell the shares on the Stock Exchanges. Such liquidity is presently not available to the shareholders of the Company due to absence of trading in the shares. Through this Buy-back Offer, the Company intends to provide liquidity to the existing shareholders, as also provide an exit route. V. BASIS OF OFFER PRICE 1. The tea plantations in South India are in severe stress. The company has made a

marginal profit in the year ended March 31,2003 and the prospects for the current year are bleak unless there is a dramatic improvement in price realizations.

2. The profit after tax for the year ended March 31,2003 is Rs.4.5 lakhs (Rupees Four lakhs Fifty thousand Only) with an EPS of Rs.0.71 (Paise Seventy one Only) per share.The company made a loss of Rs. 1.72 lakhs (Rupees One lakh Seventy two thousand Only) for the quarter ended June 30, 2003. The Composite P/E ratio for the Tea Industry is 14.20 (Source: Capital Market, August 3,2003).

3. Inspite of the downturn, modernization of the tea factory is being implemented at a total project cost of Rs.180 lakhs to ensure long term business viability.

4. The return on net worth for the year ended March 31, 2003 is 0.35% and is negative for the quarter ended June 30, 2003. The book value of the share is Rs.207.32 for the year ended June 30, 2003 and Rs.205.59 for the quarter ended June 30, 2003.

5. The shares of the company have not been traded in the CoSE and BSE for more than 3 years. The last traded price of the equity shares of the Company in the MSE was Rs.56.00 (Rupees Fifty Six only) per share on March 18, 2000.

6. The offer price for buyback has been arrived at based on future outlook for the industry, share price quotations, average price earnings multiples in the market, return on equity, earnings per share, net worth and other relevant factors.

7. Based on the above, the Board at its meeting held on July 31, 2003 approved the buyback price of Rs. 65/- per fully paid up equity share. The buyback price is at a premium over the last traded market price.

VI. SOURCES OF FUNDS FOR BUY-BACK & COST THEREOF 1. The Company proposes to buy back a maximum of 1,54,000 fully paid equity shares at a price of Rs. 65 per share. The total amount of funds required for the Buy-back is a maximum of Rs.100.10 lakhs, assuming 100% response to the Buy-back Offer. 2. The Company proposes to meet the funds required for the Buy-back Offer from free reserves / internally generated funds. The cost of financing the buy-back would therefore be the notional loss of income that the funds would have earned had they been deployed in the ordinary course of company’s business.

7

VII. DETAILS OF ESCROW ACCOUNT The Company has opened an Escrow Account, with the State Bank of Travancore, Cochin in accordance with Regulation 10(2) of the Regulations and will transfer to it a cash deposit of Rs. 25,02,500 (Rupees Twenty Five lakhs two thousand five hundred fifty only) being 25% of the total consideration payable before the opening of the buyback offer. The Company has issued directions to the bank to act as per the instructions of the Manager to the Buy-back Offer, Meghraj Financial Services (India) Pvt. Ltd. VIII. INFORMATION ABOUT THE COMPANY

1. Neelamalai is a public limited company incorporated on April 21, 1943. The Company manages its own Tea plantations and is engaged in the production, manufacture and marketing of tea. The present paid up capital of the Company is Rs.62.735 lakhs (Rupees Sixty two lakhs seventy three thousand five hundred only) consisting of 6,27,350 shares of Rs.10/- each. 2. Neelamalai has three estates in South India producing tea with an acreage, in bearing, of about 546 hectares. 3. Board of Directors Name, Educational Qualifications & Address of the Director

Designation Date of Last Appointment

Other Directorships

Mr. Ajit Thomas, B.Sc., 64,Rukmini Lakshmipathy Salai, Egmore, Chennai - 600 008

Chairman 25.09.2002 The Midland Rubber & Produce Co. Ltd The Nelliampathy Tea &Produce Company Ltd AVT Natural Products Ltd AVT McCormick Ingredients Pvt. Ltd Teleflex Medical Pvt. Ltd Sermatech Pvt. Ltd. Midland Latex Products Ltd AVT Agrochem Ltd A.V. Thomas Leather and Allied Products Pvt. Ltd A.V.Thomas Exports Ltd A.V. Thomas & Company Ltd A.V.Thomas International Ltd A.V.Thomas Investments Co. Ltd Cholamandalam Cazenove AMC Ltd AVT Infotech Pvt Ltd

8

Mrs Shanthi Thomas, BA 24,Vijayaraghava Road, T.Nagar, Chennai – 600 017

Director 25.09.2001 The Midland Rubber & Produce Co. Ltd The Nelliampathy Tea &Produce Company Ltd A.V. Thomas Leather and Allied Products Pvt. Ltd

Mr. C.R.Dorai Raj, BA Devi Nivas,128-B Race Course Road Coimbatore - 641018

Director 25.09.2001 The Midland Rubber & Produce Co. Ltd. L.J. International Ltd.

Mr. V.C. Kuruvilla,Under Graduate 11C West Waters, St. Thomas Lane Perumanoor P.O, Thevara, Cochin.

Director 28.09.2000 .The Rajagiri Rubber & Produce Co. Ltd. L.J. International Ltd. A.V. Thomas International Ltd.

Mr.A.D. Bopana, Senior Cambridge, Kathlekad Estate, P.B. No. 94, Madikeri-571201, Kodagu, Karnataka.

Director 25.09.2002 The Midland Rubber & Produce Co. Ltd The Nelliampathy Tea &Produce Company Ltd

Mr. H.M.A. Hussain, B.E. Ambrosia, 29/2 Pycrofts Garden Road Chennai 600 034

Director 28.09.2000 The Midland Rubber & Produce Co. Ltd The Nelliampathy Tea &Produce Company Ltd AVT Natural Products Ltd AVT McCormick Ingredients Pvt. Ltd. A.V.Thomas Investments Co. Ltd AVT Infotech Pvt Ltd IT Must Consultancy Services Pvt Ltd

Mr. B.B. Medaiah, BSc (Agri) "Sri Lakshmi", Panorama Nagar, Kadavanthra (Kochu), Cochin – 682020

Director 25.09.2001 The Midland Rubber & Produce Co. Ltd The Nelliampathy Tea &Produce Company Ltd

4. Changes in the Board of Directors in the last 3 years, from January 1,1999: Name Appointment /

Resignation Effective Date Reasons

Mr. H.M.A. Hussain Appointment 27.04.2000 Appointed as Additional Director

Mr. B.B. Medaiah Appointment 18.06.2001 Appointed as Additional Director

Note: The Changes do not include the Directors who retired by rotation and were re-appointed. 5. Financial Information The salient financial information of the Company as extracted from the audited results for the years, 2000-2001, 2001-2002, 2002-2003 and “limited review” results of the Company for the three months ended June 30, 2003 are as below:

9

(In Rs. lakhs)

Particulars Year ended Mar.31,

2001 (Audited)

Year endedMar.31,

2002(Audited)

Year ended Mar.31,

2003 (Audited)

Quarter ended June 30,2003

(Limited Review)

Total Income 1060.80 1205.01 761.20 215.14 Total Expenses 971.92 871.49 709.88 212.93 Interest 15.21 12.34 15.99 4.31 Depreciation 36.39 31.50 29.33 8.75 Profit/(Loss) Before Tax

37.28 289.68 6.00 (10.85)

Provision for Tax

0.00 20.00 1.5 0.00

Profit/(Loss) After Tax

37.28 269.68 4.50 (10.85)

Equity Share Capital

62.735 62.735 62.735 62.735

Reserves & Surplus

1002.20 1240.51 1237.94 1227.09

Net Worth 1064.935 1303.245 1300.675 1289.825 Total Debt 105.61 117.85 145.36 145.80 6.Financial Ratios Particulars Year ended

Mar.31, 2001 (Audited)

Year ended Mar.31, 2002 (Audited)

Year ended Mar.31, 2003 (Audited)

Quarter ended June 30, 2003 (Limited Review)

Earnings per Share (Rs.)

5.94 42.98 0.71 -1.72

Return on Net Worth(%)

3.50 20.69 0.35 -0.84

Debt Equity Ratio

0.10 0.09 0.11 0.11

NOTE: Ratios for June 30, 2003 are based on three months figures and not annualized. 7. There is no pending scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, 1956.

10

IX. CAPITAL STRUCTURE & SHAREHOLDING PATTERN 1. Present Capital Structure & Shareholding

i. The present issued, subscribed and paid-up equity share capital of the Company consists of 6,27,350 fully paid equity shares of face value Rs. 10 each aggregating Rs. 62,73,500.

ii. There are no partly paid shares. Further, there are no other outstanding securities to be converted into equity shares. iii. There are no locked-in or non-transferable equity shares.

iv. The present shareholding pattern (as on July 31, 2003) is as below:

Shareholder category No. of shares held % Shareholding Promoter Group 3,54,582 56.52 Banks/Institutions 12,230 1.95 Others* 2,60,538 41.53 Total 6,27,350 100.00

*Includes NRIs and Indian public Post Buy-back Capital Structure & Shareholding i. After the completion of the Buy-back Offer, assuming 100% response to the Offer, the issued, subscribed and paid-up equity share capital of the Company would consist of 4,73,350 equity shares of Rs. 10/- each aggregating Rs. 47,33,500 comprising of 3,54,582 shares and 1,18,768 shares held by promoters and non-promoters respectively. ii. Assuming 100% response to the Buy-back Offer from Public, the Promoters holding will increase to 74.90% of the paid up capital. iii. The pre and post offer debt equity ratio is 0.11 and 0.12 respectively. X. STOCK MARKET DATA 1. Shares of the Company are listed on the CoSE, MSE and BSE. 2. There has been no trading in the equity shares of the company at the CoSE and BSE for the past three years. Based on the information collected from the MSE, relevant trading details are as follows:

11

Last 3 years

Year Highest Closing Price (Rs.)

Corresponding Date & Volume

Lowest Closing Price(Rs.)

Corresponding Date & Volume

Average Price (Rs.)

Volume for the

year

2000 56.00 Various dates from

10/02/2000 to 18/04/2000 : 2700 Shares

52.00 29/03/2000: 400 Shares

54.00 3100

2001 No Trading 2002 No Trading Upto July 30, 2003

No Trading

There has been no trading in the shares of the company in the Stock Exchanges for 6 months preceding the date of the Public Announcement. 3. There was no trading of the equity shares of Neelamalai on the CoSE, MSE and BSE on August 1, 2003 the trading day immediately after the date of the resolution of the Board of Directors approving the Buy-back. XI. INFORMATION ABOUT THE SHAREHOLDING OF THE PROMOTERS 1. The aggregate shareholding of the Promoters on the date of the Public Announcement (July 31, 2003) is 3,54,582 shares of Rs.10 each constituting 56.52% of the issued, subscribed and paid-up equity share capital of the Company. 2. The Promoters have not traded in the equity shares of the company during a period of 12 months preceding the date of the board resolution for approving the Buy-back and during a period of 6 months prior to the Public Announcement for Buy-back. 3. The Promoters will not be tendering their shares in the proposed Buy-back Offer. Assuming 100% response to the Buy-back Offer, the Promoters will hold 56.52% shares representing 74.90% of the post Buy-back equity share capital of the Company.

12

XII. MANAGEMENT DISCUSSION AND ANALYSIS ON LIKELY IMPACT OF BUY-BACK ON THE COMPANY 1. The buy-back is not likely to cause any material impact on the profits of the Company except the notional loss of income, if any, on the cash to be utilized for the buy-back. 2. The buy-back program is expected to contribute to the overall enhancement of Shareholder value. 3. The Promoters will not offer the shares held by them under Buy-Back and depending on the response to the buy-back offer, the holding of the Promoters may increase to a maximum of 74.90% and the Public shareholding may decrease to 25.10%. 4. There will be no change in the management structure of the Company consequent to the buy-back. 5. The post buy-back debt equity ratio is on the assumption of 100% response to the buy-back offer. 6. Based on audited results for the year ended March 31, 2003, consequent to the Buy-back Offer, salient financial parameters of the Company would be: Parameter Value (pre Buy-

back) on audited results for the year

ended March 31, 2003

Value (post Buy-back) on audited

results for the year ended March 31,

2003 Net-worth (Rs. Lakhs) 1300.675 1200.575 Return on Net worth (%) 0.35 0.37 Earnings per Share (Rs.) 0.71 0.95 Book Value per Share (Rs.) 207.32 253.63 P/E (Based on Buy-back Price of Rs.65 per share)

91.55 68.42

Debt Equity Ratio 0.11 0.12 XIII. STATUTORY APPROVALS Buy-back of equity shares from NRIs will be subject to approvals, if any, of the appropriate authorities including the RBI. Non Resident Indians (NRIs) who have acquired the shares of the Company on a repatriation basis who have to provide the following additional documentation apart from completing the Tender / Offer form and the conditions therein:

13

a) Photocopies of RBI’s approvals for acquiring and holding the shares. b) A No Objection / Tax Clearance Certificate from the Income Tax Authority

The Company will apply to the RBI for approval of the remittance. In case the NRI shareholder does not have RBI approval, then, the name and full address of the designated branch of the Authorized Dealer used for routing the share transaction along with account reference details, duly confirmed by the Authorized Dealer, should be sent. XIV. NOTE ON TAXATION 1. In respect of Shareholder The extract of Income Tax Act 1961 as amended by Finance Act 1999, relating to treatment in case of buyback of shares is given below: “Section 2(22) Dividend” includes - (a)…... to....... (e) but “dividend” does not include - (iv) Any payment made by a company on purchase of its own shares from a shareholder in accordance with the provisions of section 77A of the Companies Act, 1956 (1 of 1956)” Section 46A Where a shareholder or a holder of other specified securities receives any consideration from any company for purchase of its own shares or other specified securities held by such shareholder or holder of other specified securities, then, subject to the provisions of Section 48, the difference between the cost of acquisition and the value of consideration received by the shareholder or the holder of other specified securities, as the case may be, shall be deemed to be the capital gains arising to such shareholder or the holder of other specified securities, as the case may be, in the year in which such shares or other specified securities were purchased by the Company. Explanation - For the purposes of this section, “specified securities” shall have the meaning assigned to it in Explanation to Section 77A of the Companies Act, 1956 (1 of 1956)”. As per Section 46 A of the Income Tax Act, 1961 the difference between the cost of acquisition and the value of Buy-back consideration received by shareholders shall be chargeable to tax as “capital gains”. Investors are advised to consult their tax consultants for treatment that may be given by the respective assessing officer in their case. Company or Manager to the Buy-back Offer do not accept any responsibility for the accuracy or otherwise of this advice. Deduction of tax at source on the buy-back consideration payable to a Non-Resident Shareholder (i.e. a person other than a company and a foreign Company and a Foreign Institutional Investor):

14

The Company will deduct the tax at source (including surcharge) in accordance with Section 195 of the Income Tax Act, 1961 on the gross purchase price at the rates in force unless the Non-resident shareholder obtains a certificate from his assessing officer that the tax be deducted at a lower rate or at nil rate on a lesser amount. However, Non-Resident shareholders desirous of claiming benefits under Double Taxation Avoidance Agreement should furnish full justification for the same with a certified copy of the tax residence certificate and other appropriate documentary evidences to the Company, which will be considered on a case to case basis. 2. In respect of the Company There are no specific tax benefits to the Company on account of Buy-back. XV. DOCUMENTS FOR INSPECTION Copies of the following documents will be available for inspection at the Administrative Office of the Company between 9.30 A.M. and 4.30 P.M. on all working days (Monday to Friday) during the Offer period: 1. Memorandum & Articles of Association of the Company. 2. Annual Reports for the years 2000-2001, 2001-2002, 2002-2003 and Limited Review results for the 3 months period ended June 30, 2003. 3. A resolution passed by the Board of Directors of the Company (“Board”) at its meeting held on July 31, 2003, authorising the buy-back.

4. A Resolution passed by the Board at its meeting held on July 31,2003 forming a sub-committee for buy back.

6. Auditors’ Certificate dated July 31, 2003 as prescribed under Schedule III under Regulation 8(4) of the Regulations. 7. Declaration of Solvency and an affidavit verifying the same as per Form 4A of the Companies (Central Government’s) General Rules and Forms, 1956. 8. Copy of Public Announcement dated July 31, 2003 made by the Company as per Regulation 8(1) of the Regulations. 9. Observation letter Ref.------ dated ------ issued by SEBI 10. Escrow confirmation letter dated August 6, 2003 from State Bank of Travancore, Panampilly Branch, Cochin. 11. Memorandum of Undertaking signed by the Company with the Manager to the Offer, namely, Meghraj Financial Services(India) Pvt. Ltd.

15

XVI. PROCEDURE FOR TENDER / OFFER AND SETTLEMENT 1. General Instructions

i. The Offer is open to all shareholders of the Company. The Letter of Offer and Tender / Offer Form will be mailed to all the shareholders of the Company whose names appear on the Register of Members of the Company as on September 5,2003. ii. The Company will not accept any shares for Buy-back, in case of court restraints on transfer / sale of shares. iii. The Company will consider all the shares tendered for Buy-back by shareholders, for acceptance under the Buy-back Offer, irrespective of whether the shareholder is registered with the Company as on the Specified Date or has obtained delivery after the Specified Date or he holds the shares in street name. In case the tenderer is an unregistered shareholder, he should submit the transfer deed complete in all respects, along with the share certificates. Where the Tender/Offer forms are signed under Power of Attorney or by Authorised Signatory (ies) on behalf of a Company or a body corporate, the Power of Attorney/signing authority must be previously registered with the Company, as also the specimen signatures of the authorized signatory. Where the relevant document is not so registered, a copy of the same duly certified by a Notary Public/Gazetted Officer should be enclosed with the Tender/Offer form. iv. The Company does not have any shares subject to lock-in provisions or which are non- transferable. Hence the question of the Company not buying back such shares as per Regulation 19(5) does not arise. v. No single offeror can tender shares more than the shares proposed to be bought back and any Tender / Offer Form wherein the number of shares offered by a shareholder exceeds the total number of shares to be bought back will be rejected. vi. The Company will not accept equity shares offered for buy-back where loss of share certificates has not been notified to the Company before the specified date. vii. Shareholders may offer for buy-back their full holding or any part of their holding of equity shares of the company, as they desire.

viii. In the event of the aggregate number of shares offered by the shareholders being more than the total number of shares to be bought back by the Company, the acceptances per shareholder shall be made as under: a) Entire shares tendered by a shareholder being less than the minimum market lot shall be accepted in full and

16

b) Thereafter the acceptances will be on proportionate basis in a manner to ensure that the acceptance is in market lot. In the event of oversubscription drawal of lots shall be done.

ix. Non-Resident shareholders should enclose a copy of the RBI permission, based on which the initial acquisition of the shares of the Company were permitted.

x. Nothing contained herein shall confer any right on the part of any shareholder to offer, or any obligation on the part of the Company or the Board of Directors of the Company to buy-back any equity shares and/or impair any power of the Company or the Board of Directors of the Company to terminate the process in relation to the buy-back, if so permissible by law. xi. An unregistered transferee will have to submit duly executed transfer deed(s) for transfer of equity shares in his/her name along with the original broker note (or certified copy thereof), share certificates, tender/offer form. In case the equity share transfer form has been sent to the Company for transfer then the proof of posting along with the copy of the transfer deed, copy of equity share certificate(s) needs to be attached with the Tender/Offer Form. 2. Specific Instructions

i. Shareholders to whom this Offer is made are free to tender / offer their shareholding to the Company in whole or in part. ii. Shareholders should tender one form irrespective of the number of folios he holds. Multiple Applications by a shareholder will be rejected. 3. Procedure For Shareholders Holding Shares In Physical Form i. Shareholders of the Company who wish to tender / offer their shares in response to this Buy-back Offer should deliver the following documents: a. The relevant Tender / Offer Form duly signed (by all shareholders in case the shares are in joint names) in the same order in which they hold the shares. b. Original share certificates. ii. Unregistered shareholders who wish to tender / offer their shares in response to the Buy-back Offer should send the application in plain paper signed by all shareholders, stating folio number, name, address, number of shares held, share certificate number, distinctive numbers, number of shares tendered for Buy-back, bank account details together with the original share certificates & duly executed transfer deed (complete in all respects) and other relevant documents , as mentioned in (iii) below.

17

iii. Shareholders should also provide all relevant documents in addition to the above documents. Such may include (but not limited to): a. Duly attested Power of Attorney if any person other than the shareholder has signed the relevant Tender / Offer Form. b. Duly attested death certificate / succession certificate in case any shareholder has expired. c. Necessary corporate authorisations, such as Board Resolutions, etc., in case of companies.

4. Procedure For Beneficial Owners Holding Shares In Demat Form

i. For the purpose of Buy-back, the Company has opened a Depository Account with Stockholding Corporation of India Ltd., a Depository Participant (“DP”) as detailed below:

Depositories Name CDSL DP ID No. 16010100 DP Name Stockholding Corporation of

India Ltd. Client ID No. 00151055 Client Account Name Neelamalai Agro Industries

Ltd. – Shares Buy-back Account

Shareholders having their Beneficiary Account in NSDL have to use inter-depository delivery instruction slip for the purpose of crediting their Equity Shares in favour of the Depository Account with CDSL.

ii. The Beneficial Owners who hold shares in demat form and who wish to

tender their shares in response to the Buy-back should deliver the following documents:

a. The relevant Form duly signed by all the shareholders in case the equity

shares are in joint name/s and in the same order in which their names appear in the Beneficiary Account.

b. Photo copy/counterfoil of the delivery instruction in the “off market mode” duly acknowledged by the Beneficial Owners DP and filled in as per the details of the Depository Account opened for the purpose of the Buy-back as mentioned above. Copy of the delivery instruction should be duly endorsed by the DP of the shareholder.

iii. Those shareholders who have sent their equity share certificate for

dematerialization should also enclose a copy of the dematerialization request form duly acknowledged by the equity shareholders DP.

18

iv. Such equity shareholders should ensure that the credit of their equity shares

tendered under the Buy-back to the Depository Account opened for the purpose of the Buy-back is made on or before the date of closing of the Buy-back (i.e. October 30, 2003), otherwise the same are liable to be rejected. Alternatively, if the equity shares sent for dematerialization are yet to be processed by the equity shareholder’s DP, the equity shareholders can withdraw their dematerialization request and tender the equity share certificates in the Buy-back.

v. In the event there is a conflict between the details provided in the Form and

those received electronically from the shareholder’s DP, the shares received would be liable to be rejected and returned to the account as per the details provided electronically by the shareholder’s DP and not as per those provided in the Form.

5. Collection Centre i. All responses to this Buy-back offer should be sent to the Administrative Office of the Company by courier/registered post/hand delivery at 27/1032 Panampilly Nagar, Kochi 682 036 so as to reach before 5.30 p.m. on or before October 30, 2003. 6. Payment of consideration i. Consideration will be paid by crossed account payee demand draft / pay order / warrant to those shareholders whose offer has been accepted by the Company. The demand draft / pay order / warrant will be drawn in the name of the first named person in case of joint shareholders. The intimation regarding acceptance or non-acceptance of the shares and the corresponding payment for the accepted shares and / or share certificates for the rejected shares will be despatched to shareholders by Registered Post by November 19, 2003. ii. The consideration to NRIs/OCBs will be paid in compliance with Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 within the time limit prescribed under buyback regulations. iii.It is mandatory for shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Tender / Offer Form.

7. Important i. Non receipt of this Letter of Offer by, or accidental omission to despatch the Letter of Offer to any person who is eligible to receive this Offer, shall not invalidate the Offer in any way. In case of non-receipt of this Letter of Offer, shareholders may send their application in plain paper signed by all shareholders, stating folio number, name, address, number of shares held, share certificate number with distinctive numbers or DP details,

19

number of shares tendered for Buy-back, bank account details together with the original share certificates or copy/duplicate of delivery instruction as per 4(ii)(b) for demat shares and other relevant documents (as mentioned in 3(i) & 3(iii) above) to the Administrative Office of the Company before 5.30 p.m. on or before October 30, 2003. ii. All documents / remittances sent by or to shareholders will be at their own risk. Shareholders of the Company are advised to adequately safeguard their interests in this regard. XVII. EXTRACT FROM THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS

The Board of Directors noted the opportunity available to the Company to buy-back the equity shares of the Company and considered:-

a) The amendments to the Companies Act, 1956 enabling buy-back of shares by Companies, particularly Section 77A of the Companies Act and the Companies (Amendment) Act, 2001 vesting powers in the Board of Directors to buy-back equity shares upto 10% of the total paid up equity capital and free reserves of the Company;

b) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 as amended;

c) Article 9A of the Articles of Association of the Company enabling Buy-back of shares;

d) Notice given on July 23, 2003 to the Stock Exchanges about this Board Meeting convened to consider, interalia, Buy-back of the equity shares of the Company;

e) The Company has accumulated free reserves and satisfactory liquidity which will support the resources required for investments in coming years and that Buy-back of equity shares provides an opportunity to the Company to provide liquidity to the Shareholders and improve return on equity.

f) The Company’s shares are listed in CoSE , MSE and BSE and there has been no trading in the shares of the Company at CoSE and BSE for the last three years. In MSE,only 3100 shares were traded in 2000 and no trading of the Company’s shares occurred for the last two years. This may have hindered

20

some of the Shareholders in disinvesting their shareholdings because of absence of liquidity for the Company’s shares in the Stock Exchanges.

g) The Buy-back provides an opportunity to the Shareholders to obtain liquidity for some of their holdings.

h) Even after the Buy-back, the Company will continue to have satisfactory debt equity ratio and the Buy-back is not likely to have any adverse impact on the future operations of the Company. The Buy-back of shares of the Company will be financed out of the free reserves of the Company.

i) The shareholding pattern of the Company as on July 31, 2003 and the effect of the Buy-back on the shareholding pattern;

j) That the promoters have not traded in the equity shares of the Company during the preceding six months;

Considering the above facts and circumstances and after detailed discussions, it was resolved as under: “RESOLVED THAT pursuant to the provisions of Sections 77A, 77AA, 77B, other applicable provisions of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2001 (‘Act’) and Article 9A of the Articles of Association of the Company and subject to the compliance of the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998 (‘Regulations’) as amended from time to time and subject to such other approvals, permissions and sanctions as may be required, the Company be and is hereby authorized to buy-back upto a maximum of 1,54,000 fully paid up equity shares of Rs.10/- each of the Company representing 24.54% of the total paid up equity capital at a price not exceeding Rs.65/- per share from the Shareholders of the Company whose names appear on the Register of Members of the Company as on the ‘specified date’, being the date for determination of eligible Shareholders in the manner prescribed and the shares so bought back be extinguished in the manner specified in the Act and Regulations. RESOLVED FURTHER THAT the Company do hereby implement the Buy-back in one or such number of tranches, out of its free reserves / or share premium account and that the Buy-back may be made by way of Tender Offer as per Regulation 4 (1)(a) of the SEBI Regulations and on such terms and conditions as the Board in its absolute discretion may deem fit. RESOLVED FURTHER THAT nothing contained herein above shall confer any right on any Shareholder to offer, or any obligation on the part of the Company or

21

on the Board to Buy-back, any shares and / or impair any power of the Company or the Board to terminate any process in relation to Buy-back if so, permissible by the Act and / or the appropriate authorities. RESOLVED FURTHER THAT the Buy-back of the equity shares shall be made from all categories of the Shareholders excluding the promoter group. RESOLVED FURTHER THAT the Buy-back shall be for the purpose of reduction of share capital of the Company and the aggregate consideration for the shares bought back shall not exceed 10% of the capital and free reserves of the Company. RESOLVED FURTHER THAT in the event the number of shares offered by the Shareholders are more than the total number of shares to be bought back by the Company, the acceptances per Shareholder shall be made in accordance with the Regulations. RESOLVED FURTHER THAT Buy-back of shares from Non-Resident Shareholders, Shareholders of foreign nationality etc. shall be subject to such approval of the Reserve Bank of India, if any, as may be required under the Foreign Exchange Management Act, 1999 and / or the Rules / Regulations thereunder.”

XVIII. DECLARATION BY THE BOARD OF DIRECTORS As required under Clause 23 of Schedule III to the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, we hereby declare that: i. The Board of Directors confirm that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks. ii. The Board of Directors confirm that based on a full enquiry conducted into the affairs and prospects of the Company and taking into account all the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the Companies Act, 1956, the Board of Directors have formed an opinion that a. Immediately following the date of the Letter of Offer, there are no grounds on which the Company could be found unable to pay its debts.

b. As regards its prospects for the year immediately following the date of the Letter of Offer that, having regard to their intentions with respect to the management of the Company’s business during the said year and to the amount and character of the financial resources which will be available to the Company during the said year, the Company will

22

be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date. This declaration is made and issued under the authority of the Board of Directors in terms of the resolution passed at the meeting held on July 31, 2003.

Date: July 31, 2003 Place: Chennai

For and on behalf of the Board of Directors of Neelamalai Agro Industries Limited Ajit Thomas (Chairman), Mr.B.B.Medaiah( Director)

XIX. AUDITORS’ CERTIFICATE Text of the Report dated July 31, 2003 received from Messrs Suri & Co. the Statutory Auditors of the Company addressed to the Board of Directors is given below: AUDITORS’ CERTIFICATE

July 31, 2003 The Board of Directors Neelamalai Agro Industriea Limited Katary Estate Katary Post-643213 Coonoor, The Nilgiris Sirs / Madam, Sub: Buy-back of Equity Shares This is to certify that : i) We have inquired into the Company’s state of affairs

ii) The amount of the permissible capital payment for the securities in

question, is in our view properly determined as on March 31, 2003, are as follows:

Rs. Lakhs Paid up capital 62.735 Free Reserves 1237.939

TOTAL OF THE ABOVE 1300.674

Maximum amount permissible for Buy-back as per Section 77A(2)(b) of the Companies Act, 1956 i.e. 10% of the total paid up capital and Free Reserves 130.06

23

Further, we certify that the proposed buy-back of 1,54,000 equity shares @ Rs.65/- per share aggregating to Rs.100.10 lakhs is within the above permissible limit. iii) The Board of Directors have formed the opinion at their meeting on July

31, 2003 as specified in their confirmation on reasonable grounds and that the Company having regard to its state of affairs, will not be rendered insolvent within a period of one year from the date of the Board Meeting.

Yours faithfully, For SURI & Co.

Sd/-- Chartered Accountants

XX.COMPLIANCE OFFICER & INVESTOR SERVICE CENTRE i. Compliance Officer Mr. Manu P. Sam Neelamalai Agro Industries Limited No.27/1032 Panampilly Nagar Kochi 682 036 Phone: (0484) 2315312/2324445. Fax: (0484) 2312541 Email: manu@avtplantations.com ii. Investor service centre Administrative Office: No.27/1032 Panampilly Nagar Kochi 682 036 Phone: (0484) 2315312/2324445. Fax: (0484) 2312541 Contact Person: Mr. C.S. Sathyan The Compliance Officer/ Investor Service Centre can be contacted between 9.30 A.M. and 4.30 P.M. on all working days (Monday to Friday). XXI. REMEDIES AVAILABLE TO THE INVESTORS 1. If the Company makes any default in complying with the provisions of Section 77 A of the Act or any rules made thereunder, or any regulation made under clause (f) of sub-section (2) of Section 77A, the Company or any officer of the Company who is in default shall be punishable with imprisonment for a term which may extend to two years or with a fine which may extend to Rs. 50,000 or both.

2. The address of the concerned office of the Registrar of Companies: Registrar of Companies, Tamil Nadu Coimbatore Stock Exchange Building 683 Trichy Road, Coimbatore 641005

24

As per Regulation 19(1)(a) of the Regulations, the Directors of the Company accept full responsibility for the information contained in the Letter of Offer. This Letter of Offer is issued under the authority of the Board of Directors in terms of the resolution passed by the Board on July 31, 2003. Place: Chennai Date: July 31, 2003

For & on behalf of Neelamalai Agro Industries Limited Ajit Thomas B.B. Medaiah (Chairman) (Director)

25

THE MIDLAND RUBBER & PRODUCE COMPANY LIMITED

TENDER / OFFER FORM

For Collection Centre use

Centre Code

Inward No. Date Stamp

To The Board of Directors Neelamalai Agro Industries Limited Administrative Office –No.27/1032, Panampilly Nagar, Kochi 682036

Dear Sirs Ref: Letter of Offer dated ---- to buy back shares of Neelamalai Agro Industries Limited 1. I / We (having read and understood the Letter of Offer dated -------) hereby tender / offer my/our shares in response to the Buy-back Offer on the terms and conditions set out below and in the Letter of Offer. 2. I/We accept buy-back of whatever lesser number of equity shares as may be bought back in case the aggregate number of shares offered by the shareholders is more than the total number of shares proposed to be bought back by the Company. 3. I/We authorize you to delete my/our names in the Register of Members in respect of the equity shares that may be bought back from me/us. 4. I / we authorise the Company to buy back the shares offered and as a consequence to extinguish the shares . 5. I / we hereby warrant that the shares comprised in this tender / offer are offered for Buy-back by me / us free from all liens, equitable interest, charges and encumbrance. 6. I / we declare that there are no restraints / injunctions or other order of any nature which limits / restricts in any manner my / our right to tender shares for Buy-back and that I / we am / are legally entitled to tender the shares for Buy-back. 7. I / We agree that the Company is not obliged to accept any shares offered for Buy-back where loss of shares has not been notified to the Company. 8. I / we agree that the Company will pay the Offer Price only after due verification of the validity of the documents and signatures and that the consideration may be paid to the first named shareholder. 9. I/We give below particulars of my/our bank account in respect of the first named shareholder, which shall be incorporated in the consideration warrant for buy-back of shares. I/We confirm that payment of buy-back consideration to the first named shareholder shall constitute sufficient discharge by the Company. 10. I / we undertake to return to the Company any Buy-back consideration that may be wrongfully received by me/us. 11. I / We undertake to execute any further documents and give any further assurances that may be required or expedient to give effect to my / our tender / offer and agree to abide by any decision that may be taken by the Company to effect the Buy-back in accordance with the Act and the Regulations.

26

12. Details of shares held and offered for Buy-back: In Figures In Words

Number of Shares held

Number of shares offered for Buy-Back

For Shares In Physical Form 13. Details of Share Certificate(s) enclosed: Total No. of Certificates submitted : Sl. No. Folio No. Share Certificate

No. Distinctive No(s) No. of

Shares From To 1 2 3 4 5 Total In case the number of folios and share certificates enclosed exceed 5 nos., please attach a separate sheet giving details in the same format as above. For Shares in Demat Form 13. I/We accept the Offer and enclose photocopy/counterfoil of the Delivery instructions duly acknowledged by my/our Depository Participant in respect of my/our Equity Shares

as detailed below:

DP Name DP ID Client ID No. of Equity Shares

ISIN

I/We have done an off market transaction for crediting the Equity Shares to the Depository Account for the purpose of the Buy-back with CDSL namely “Neelamalai Agro Industries Ltd. – Shares Buy-back Account”, whose particulars are:

DP Name : Stockholding Corporation of India Ltd.

DP ID No.: 16010100 ; Client ID No.: 00151055

27

13. Details of Other Documents (please tick appropriately), if any, enclosed: • Corporate Authorisations • Death Certificate • Succession Certificate • Power of Attorney • Any Other, please specify 14. Details of Bank Account of the Sole / First Shareholder to be incorporated in the consideration warrant (to be mandatorily filled) Name of the Bank Branch and City Account Number

(Indicate type of account) 15. Shareholder(s) details (Signature(s) as per specimen recorded with the Company): Sole / First

Shareholder Second holder (if any)

Third holder (if any)

Name in Full Signature Address of the Sole / First Shareholder

Telephone No. / E Mail

NEELAMALAI AGRO INDUSTRIES LIMITED – BUY-BACK OFFER-ACKNOWLEDGEMENT (to be filled by the shareholder) Folio No. Received from Mr/Ms

Number of shares tendered In figures

In Words

Number of shares submitted

Please quote folio no. for future correspondence Collection Centre Stamp & date

28

INSTRUCTIONS 1. This Offer will open on October 1, 2003 and close on October 30, 2003. 2. This Tender / Offer Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Tender / Offer Form. 3. Shareholders who wish to tender / offer their shares in response to this Buy-back Offer should send the following documents by Courier/Registered Post/Hand Delivery so as to reach the Administrative Office of the Company ( No.27/1032, Panampilly Nagar, Kochi – 682036) before 5.30 p.m. on or before October 30, 2003. • The relevant Tender / Offer Form duly signed (by all shareholders in case shares are in joint names) in the same order in which they hold the shares. • In case of sharehoderes holding in physical form: Original share certificates. • In case of shareholders holding in demat form:

The Company has opened a Depository Account for the purpose of the

Buy-back with CDSL. Beneficial Owners and Shareholders holding Equity Shares of the company in the dematerialized form, will be required to send their Form along with a photocopy or counterfoil of the Delivery instructions “Off market” mode, duly acknowledged by the Beneficiary Owners, Depository Participant, in favour of “Neelamalai Agro Industries Ltd. – Shares Buy-back Account”, and filled in with the details given below:

DP Name: Stockholding Corporation of India Ltd. DP ID Number: 16010100 Client ID No.: 00151055

Shareholders having their Beneficiary Account in NSDL have to use inter-

depository delivery instruction slip for the purpose of crediting their equity shares in favour of the Depository Account with CDSL.

The shareholders of the company who have sent their equity share

certificates for dematerialization should submit their Form and other documents, as applicable, along with a copy of the dematerialization request form duly acknowledged by their DP.

4. Shareholders should also provide all relevant documents in addition to the above documents. Such may include (but not limited to): • Duly attested Power of Attorney if any person other than the shareholder has signed the relevant Tender / Offer Form. • Duly attested death certificate / succession certificate in case any shareholder has expired. • Necessary corporate authorisations, such as Board Resolutions, etc., in case of companies.

29

5. Shareholders to whom this Offer is made are free to tender /offer their shareholding to the Company in whole or in part. 6. In case of non-receipt of this Letter of Offer, shareholders may send their application in plain paper in writing signed by all shareholders, stating folio number, name, address, number of shares held, share certificate number, distinctive numbers or DP details(in case of demat shares), number of shares tendered for Buy-back, bank account details together with the original share certificates or copy/duplicate of delivery instruction duly acknowledged by the DP(for demat shares) and other relevant documents to the Administrative Office of the Company. 7. It is mandatory for shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Tender / Offer Form. 8. All documents / remittances sent by or to shareholders will be at their own risk. Shareholders of the Company are advised to safeguard adequately their interests in this regard. 9. If the tender is accepted in part, share certificates in respect of balance shares will be returned by registered post to the registered address of the sole/first shareholder. 10. Tender/Offer form incomplete in any respect is liable to be rejected including in the following cases.

If the signature of the shareholder(s) in the tender/offer form differs from the specimen signature registered with the Company.

Tender/Offer form is not signed by the sole or all or any of the joint shareholders. Tender/Offer form is signed by Power of Attorney holder and the POA is not

registered with the Company. Tender/Offer Form is signed by any authorized signatory whose signature is not

registered with the Company. If the tender/offer form is received after the closure date of the Offer.

11. Shareholders shall intimate any change in their registered address by a separate letter and enclose the same to the tender/offer form to enable the Company to effect the change of address in its records. The Company is not bound to recognize any address contained in the Tender/Offer form other than registered address. ALL FUTURE CORRESPONDENCE IN CONNECTION WITH THIS BUY-BACK OFFER SHOULD BE ADDRESSED TO THE COMPANY AT ITS ADMINISTRATIVE OFFICE QUOTING YOUR FOLIO NUMBER.

30