THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Offer Letter (“Offer Letter”) is being sent to you as a shareholder of Maharaja Shree Umaid Mills Limited. In case you have recently sold your equity shares of Maharaja Shree Umaid Mills Limited, please hand over this Offer Letter and the accompanying documents to the Buyer or the Member of the Stock Exchange through whom the sale was affected.

OFFER LETTER for Delisting of Equity Shares of

MAHARAJA SHREE UMAID MILLS LIMITED (the “Company”/ “MSUML”)

Registered Office: Krishna, 7th Floor, Room No. 706, 224, A.J.C. Bose Road, Kolkata- 700 017 Tel: (033) 2223 0016, Fax: (033) 2223 1569, E-mail: kolkata@msumindia.com, website:www.msumindia.com

to the Public Shareholders

From

Placid Limited Registered Office: 7, Munshi Premchand Sarani, Hastings, Kolkata- 700 022

(hereinafter referred to as the “Acquirer”) inviting you to tender your fully paid-up equity shares of Rs. 10/- each, pursuant to a Reverse Book Building Process in accordance with the Securities

and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (the “Delisting Regulations”)

Floor Price of Rs. 65/- per equity share of the face value of Rs. 10/- each

NOTE : If you wish to tender your equity shares pursuant to this Offer Letter to the Acquirer, you should:

Read carefully this Offer Letter and the instructions herein.

Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Offer Letter, which is enclosed at the end of this booklet.

ensure that you have (a) credited or pledged your shares to the correct Special Depository Account (details of which are set out in paragraph 15.c of this Offer Letter) and obtained a copy of your depository instruction or pledge instruction, as applicable, duly acknowledged and stamped, from your depository participant in relation thereto or (b) in case of equity shares held in physical form, duly executed the Transfer Deed;

Submit: (a) your Bid Form, and (b) (i) copy of your duly acknowledged delivery instruction of pledge instruction to your depository participant, as applicable, or (ii) Original Share Certificate along with duly executed Share Transfer Deed if shares are held in physical form, by hand delivery to relevant Bid Centres set out in this Offer Letter during 10.00 a.m. to 3 p.m. on or before the bid closing date. Public Shareholders (in particular those shareholders who are resident in areas where no Bid Centers are located) may submit the above mentioned documents by registered post/courier (at your own cost and risk), marked “MSUML Delisting Offer”, to the Trading Member - SMC Global Securities Limited, 1st Floor, Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400 064 latest by 3.00 p.m. on the bid closing date i.e., December 26, 2014, Friday.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

VC CORPORATE ADVISORS PVT. LTD. SEBI REGN NO: INM000011096 (Contact Person: Mr. Anup Kumar Sharma) 31, Ganesh Chandra Avenue, 2

nd Floor, Suite No. 2C,

Kolkata – 700 013 Tel: - (033) 2225 3940 Fax: (033) 2225 3941 Email: mail@vccorporate.com

MAHESHWARI DATAMATICS PVT. LTD. SEBI REGN NO: INR000000353 (Contact Person: Mr. S. Rajagopal) 6, Mangoe Lane, 2

nd Floor,

Kolkata – 700 001 Tel.: (033) 2243 5809/5029, Fax: (033) 2248 4787 Email: mdpldc@yahoo.com

Bid Opens on: December 19, 2014 (Friday) Bid Closes on: December 26, 2014 (Friday)

Activity Date Day

Issue of Public Announcement November 28, 2014 Friday

Specified Date for determining the names of shareholders to whom the Offer Letter shall be sent November 28, 2014 Friday

Completion of Dispatch of Offer Letters/Bid Forms to the Public Shareholders as on Specified Date December 08, 2014 Monday

Bid Opening Date (10.00 A.M.) December 19, 2014 Friday

Last date of revision (upwards) or withdrawal of Bids December 24, 2014 Wednesday

Bid Closing Date (3.00 P.M.) December 26, 2014 Friday

Last date for Announcement of Discovered Price/Exit Price and acceptance / non-acceptance of the same

January 07, 2015 Wednesday

Final date of payment of consideration* January 09, 2015 Friday

Return of Equity Shares to the shareholders in case of failure of Delisting Offer/Bids have not been accepted

January 09, 2015 Friday

* subject to the acceptance of the Discovered Price or offer of an Exit price higher than the discovered price by the Acquirer.

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TABLE OF CONTENTS

KEY DEFINITIONS 3

1. BACKGROUND OF THE DELISTING OFFER 4

2. NECESSITY AND OBJECTIVE OF DELISTING OFFER 5

3. BACKGROUND OF THE ACQUIRER – PLACID LIMITED 5

4. BACKGROUND OF THE COMPANY - MAHARAJA SHREE UMAID MILLS LIMITED 6

5. STOCK EXCHANGES ON WHICH THE SHARES OF MSUML ARE LISTED AND SOUGHT TO BE

DELISTED

8

6. MANAGER TO THE DELISTING OFFER 8

7. REGISTRAR TO THE DELISTING OFFER 9

8. INFORMATION REGARDING STOCK MARKET DATA 9

9. DETERMINATION OF THE FLOOR PRICE 9

10. DETRMINATION OF EXIT PRICE 10

11. MINIMUM ACCEPTANCE CONDITIONS FOR SUCCESS OF THE OFFER 11

12. SPECIFIED DATE 11

13. DATES OF OPENING AND CLOSING OF BID/OFFER PERIOD 11

14. NAME AND ADDRESS OF THE TRADING MEMBERS AND DETAILS OF BIDDING TERMINALS AND

CENTRES THROUGH WHICH BIDS CAN BE PLACED

11

15. PROCEDURE FOR BIDDING 12

16. DETAILS OF ESCROW ACCOUNT/BANK GUARANTEE AND SETTLEMENT PRODECURE 14

17. PROPOSED TIME TABLE FOR THE OFFER 15

18. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 15

19. SHAREHOLDING OF THE PROMOTER GROUP 15

20. LIKELY POST DELISTING CAPITAL STRUCTURE 16

21. STATUTORY APPROVALS 16

22. TAX DEDUCTED AT SOURCE 16

23. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY 17

24. COMPLIANCE OFFICER 17

25. BSE DISCLAIMERS 17

26. GENERAL DISCLAIMER 18

ENCLOSURES

BID CUM ACCEPTANCE FORM BID REVISION/ WITHDRAWL FORM BLANK TRANSFER DEED, IF APPLICABLE

3

KEY DEFINITIONS

Term Definition

Acquirer Placid Limited

Bank Guarantee Bank Guarantee issued by HDFC Bank Limited through its branch at 88, Chowringhee Road Kolkata- 700 020 for Rs. 42,43,59,000/- (Rupees Forty Two Crores Forty Three Lacs Fifty Nine Thousand Only)

Bid Offer by a Public Shareholder to tender his/her Equity Shares to the Acquirer by submitting a duly signed Bid Form at the relevant Bid Centre during the Bid Period

Bid Centres The centres listed in paragraph 14.b of this Bid Letter for the submission of Bid Form

Bid Closing Date December 26, 2014

Bid Opening Date December 19, 2014

Bid Form Bid form as enclosed with this Bid Letter and specifically marked as ‘Bid Cum Acceptance Form’

Bid Period Bid Opening Date to Bid Closing Date

BSE BSE Limited

Company or MSUML Maharaja Shree Umaid Mills Limited

CDSL Central Depository Services (India) Limited

CSE The Calcutta Stock Exchange Limited

Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and subsequent amendments thereto

Depository Participant Instruction

The instruction from a Shareholder to the Depository Participant to credit/pledge Equity Shares to the Special Depository Account

Discovered Price The minimum price payable by the Acquirer for the equity shares it proposes to acquire pursuant to this Offer as determined in accordance with the Delisting Regulations will be the price at which the maximum numbers of shares have been tendered in accordance with the RBB Process (“Discovered Price”) conducted in the manner specified in Schedule II of the Delisting Regulations

Escrow Account Escrow Bank Account opened with HDFC Bank Ltd in accordance with the Delisting Regulations

Exit Price The price finally accepted or offered by the Acquirer (which may be the Discovered Price or a price higher than the Discovered Price)

Floor Price Rs. 65/- per equity share

Merchant Banker / Manager to the Offer

VC Corporate Advisors Private Limited

NSDL National Securities Depository Limited

Offer / Delisting offer Exit Opportunity to the Public Shareholders of MSUML holding in aggregate 65,28,600 fully paid–up equity shares of Rs. 10/- each, representing 25.19% of the total paid-up equity share capital of MSUML, in respect of Delisting of equity shares of MSUML from both the BSE and CSE in accordance with the Delisting Regulations.

Offer Shares 65,28,600 equity shares representing 25.19% of the equity capital of MSUML held by Public Shareholders.

PA Public Announcement as published on November 28, 2014 by the Acquirer

Public Shareholders All shareholders of MSUML other than the Acquirer and Promoters/Promoter Group of MSUML.

RBI Reserve Bank of India

RBB Process Reverse Book Building Process as per the Delisting Regulations

Registrar to the Offer Maheshwari Datamatics Pvt. Ltd.

SEBI Securities and Exchange Board of India

Special Depository Account The account opened by the Acquirer to which the Offer Shares must be credited or pledged prior to submission of Bids by Public Shareholders, details of which are set out in paragraph 15.c of this Offer Letter.

Trading Member SMC Global Securities Limited

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Dear Shareholders, Invitation to tender equity shares held by you in the Company to the Acquirer in accordance with the Delisting Regulations The Acquirer is pleased to invite you to tender, on the terms and subject to the conditions set out below, fully paid-up equity shares held by you in the Company pursuant to the Delisting Regulations.

1. BACKGROUND OF THE DELISTING OFFER

a) Maharaja Shree Umaid Mills Limited is a public limited company incorporated on August 12, 1939 under the Marwar Companies Ordinance, 1923 and an existing company under the Companies Act, 1956/ 2013 (“Act”) having its registered office at Krishna, 7

th Floor, Room No. 706, 224, A.J.C. Bose Road, Kolkata- 700 017. The

paid-up equity share capital of the Company is Rs. 25,92,00,000/- consisting of 2,59,20,000 fully paid-up equity shares of Rs. 10/- each. The equity shares of the Company are listed on the BSE Limited (“BSE”) and The Calcutta Stock Exchange Limited (“CSE”) only.

b) Placid Limited is a public limited company incorporated on July 31, 1946 under the Indian Companies Act, VII

of 1913 and an existing company under the Act having its registered office at 7, Munshi Premchand Sarani, Hastings, Kolkata- 700 022, one of the constituent of the Promoters/ Promoter Group of the Company, holding 86,47,420 fully paid-up equity shares of the Company representing 33.36% of the total paid-up equity share capital of the Company. As on date of the PA, the Acquirer along with the other constituents of the Promoters/Promoter Group of the Company holds in aggregate 1,93,91,400 fully paid- up equity shares representing 74.81% of the total paid-up equity share capital of the Company.

c) The Acquirer is hereby making this Offer (the “Offer” or “Delisting Offer”) to all the public shareholders

(defined to mean all the shareholders other than the Promoters/ Promoter Group and hereinafter referred to as the “Public Shareholders”) of the Company to acquire from them 65,28,600 fully paid-up equity shares (“Offer Shares”) representing the balance 25.19% of the total paid-up equity share capital of the Company at a price to be determined under the Reverse Book Building Process (“RBB Process”), subject to terms and conditions mentioned hereinafter and in accordance with the Delisting Regulations.

d) On May 27, 2014 the Promoter Group, intimated their intention to make the Delisting Offer to the Board of

the Directors of the Company (the “Delisting Proposal”) and requested the Board of Directors of the Company to convene a meeting to consider the Delisting Proposal and to place the said proposal before the public shareholders of the Company for their consideration and approval by a special resolution to be passed through postal ballot in accordance with the Delisting Regulations.

e) The Board of Directors of the Company in their meeting held on May 29, 2014 approved the Delisting Proposal, subject to approval of the Shareholders of the Company, BSE Limited, The Calcutta Stock Exchange Limited and compliances with the provision of Delisting Regulations and applicable laws.

f) In this regard, a special resolution has been passed by the public shareholders through Postal Ballot, the result of which was declared on July 31, 2014 approving the delisting of the equity shares of the Company pursuant to the Delisting Regulations. The votes cast by the Public Shareholders in favour of the proposed delisting were more than two times the number of votes cast by the Public Shareholders against it. BSE and CSE have granted their in-principle approval for the proposed delisting of the Company vide letter no. DCS/DEL/RK/IP/679/2014-2015 dated November 24, 2014 and CSE/LD/8975/2014 dated November 13, 2014 respectively.

g) The Public Announcement is being issued in the following newspapers as required under regulation 10 of the Delisting Regulations:

Newspaper Language Editions

Business Standard English All

Business Standard Hindi All

Aajkal Bengali Kolkata Daily

Mumbai Lakshadweep Marathi Mumbai Daily

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h) Any changes, modifications or amendments to the PA, if any will be notified by issuing corrigendum in all the aforementioned newspapers.

i) The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in

Paragraph 11 of this Offer Letter.

2. NECESSITY AND OBJECTIVE OF DELISTING OFFER

a. As stated in the Explanatory Statement of Notice of Postal Ballot dated May 29, 2014, the objective of the Acquirer in making the Offer is (i) to obtain full ownership of MSUML, which will provide the Promoters/ Promoter Group with increased operational flexibility to support MSUML’s business, (ii) to provide an exit opportunity to the Public Shareholders and (iii) to save time and cost for compliance with various clauses of the Listing Agreement with BSE and CSE.

b. Accordingly, the Acquirer is making this Delisting Offer to the Public Shareholders of the Company in order to

acquire the Offer Shares constituting the balance 25.19% of the fully paid-up equity share capital of the Company and to voluntarily delist the equity shares from the BSE and CSE in accordance with the Delisting Regulations.

3. BACKGROUND OF THE ACQUIRER – PLACID LIMITED:

a. The Acquirer was incorporated on July 31, 1946 under the Indian Companies Act, VII of 1913 and an existing

company under the Act having its registered office at 7, Munshi Premchand Sarani, Hastings, Kolkata- 700 022. The CIN of the Acquirer is U74140WB1946PLC014233.

b. The Acquirer is presently engaged in the business of providing loans and advances and investment in shares and securities. The Acquirer is registered with the Reserve Bank of India as a Non- Banking Financial Company (“NBFC”) vide registration number 05.00539 dated March 02, 1998 as non- deposit taking Company.

c. As on the date of the PA the issued and paid-up equity share capital of the Acquirer is Rs. 5,10,23,400 (Rupees Five Crores Ten Lacs Twenty Three Thousand Four hundred Only) consisting of 5,10,234 (Five Lacs Ten Thousand Two Hundred Thirty Four) equity shares of face value of Rs. 100/- each. As on the date of the PA the equity shares of the Acquirer are not listed on any Stock Exchange.

d. Select extracts of the audited standalone financials of the Acquirer for the Financial Years ended 31.03.2012, 31.03.2013 and 31.03.2014 are as follows:

Profit & Loss Statement (Rs. In Lacs)

For the Year Ended Year ended

31.03.2012

(Audited)

Year ended

31.03.2013

(Audited)

Year ended

31.03.2014

(Audited)

Revenue from Operations 243.30 1116.52 657.71

Other Income 26622.71 823.62 445.61

Total Income 26866.01 1940.14 1103.32

Total Expenditure 9390.33 371.74 588.01

Profit/ (Loss) before Interest, Depreciation and Tax 17475.68 1568.40 515.31

Less: Depreciation 1.99 1.91 35.68

Less: Interest 296.65 3.35 7.37

Profit/ (Loss) Before Tax 17177.04 1563.14 472.26

Provision for Tax (including deferred taxes) 6171.03 203.73 14.61

Profit/ (Loss) After tax 11006.01 1359.41 457.65

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Balance Sheet (Rs. In Lacs)

As on Year ended

31.03.2012

(Audited)

Year ended

31.03.2013

(Audited)

Year ended

31.03.2014

(Audited)

Equity and Liabilities

Paid up share capital 100.13 510.23 510.23

Reserves & Surplus 55091.91 56451.32 56908.97

Share Capital Suspense Account 410.10 - -

Non Current Liabilities 9.70 13.65 104.24

Current Liabilities 80.22 102.85 75.04

Total 55692.06 57078.05 57598.48

Assets

Net Fixed Assets 9.67 9.15 120.89

Non Current Assets 39092.84 49239.63 49707.67

Current Assets 16589.55 7829.27 7769.92

Total 55692.06 57078.05 57598.48

Other Financial Data

For the Year Ended Year ended 31.03.2012 (Audited)

Year ended 31.03.2013 (Audited)

Year ended 31.03.2014 (Audited)

Dividend (%) - - -

Earnings Per Share (Rs.) 2157.60* 266.43 89.69

Return on Net worth (%) 19.79%* 2.39% 0.80%

Book Value Per Share (Rs.) 10900.16* 11163.81 11253.50

*pursuant to scheme of amalgamation as sanctioned by Hon’ble Calcutta High Court vide its order dated February 29, 2012, Digvijay investments Ltd merged into Placid Ltd w.e.f April 01, 2010 (appointed date). The allotment pursuant to the scheme was made on April 17, 2012. Hence the figures of EPS, Return on Net Worth and Book Value per share has been computed based on dilutive potential equity shares in view of the scheme of amalgamation. 4. BACKGROUND OF THE COMPANY - MAHARAJA SHREE UMAID MILLS LIMITED:

a. The Company was incorporated on August 12, 1939 under the Marwar Companies Ordinance, 1923 and an existing company under the Act having its registered office at Krishna, 7

th Floor, Room No. 706, 224, A.J.C. Bose

Road, Kolkata- 700 017, CIN: L17124WB1939PLC128650, Tel: (033) 2223 0016; Fax. No.: (033) 2223 1569, E-mail: kolkata@msumindia.com; website: www.msumindia.com.

b. The Company is currently into Textile Industry and has a composite textile mill manufacturing yarns and

fabrics. It produces Cotton, Polyester, Viscose Yarns and Blended Yarns. The manufacturing unit of the Company is situated at Pali, Rajasthan.

c. The Authorised Share Capital of the Company as on the date of the PA is Rs. 30,00,00,000 /- consisting of

3,00,00,000 equity shares of Rs. 10/- each. The paid-up share capital of the Company as on the date of the PA is Rs. 25,92,00,000/- consisting of 2,59,20,000 fully paid-up equity shares of Rs. 10/- each. There are no

7

outstanding convertible instruments, warrants or stock-options as on the date of the PA. None of the equity shares of the Company are subject to any lock–in requirements.

d. The Company has one wholly owned subsidiary namely MSUM Texfab Limited having its registered office at

Krishna, 7th

Floor, Room No. 706, 224, A.J.C. Bose Road, Kolkata- 700 017.

e. Pursuant to the scheme of arrangement approved by the Hon’ble High Court at Calcutta by its order dated August 21, 2013, MSUML transferred its Investment Division by way of Demerger into Kiran Vyapar Limited (‘Resulting Company’) w.e.f the appointed date i.e., April 01, 2012.

f. Select extracts of the audited standalone financials of the Company for the Financial Years ended 31.03.2012,

31.03.2013 and 31.03.2014 are as follows:

Profit & Loss Statement (Rs. In Lacs)

For the Year Ended Year ended

31.03.2012

(Audited)

Year ended

31.03.2013

(Audited)

Year ended

31.03.2014

(Audited)

Revenue from Operations 42521.20 51044.98 47694.64

Other Income 1969.68 58.42 163.04

Total Income 44490.88 51103.40 47857.68

Total Expenditure 41712.82 43177.22 41023.49

Profit/ (Loss) before Interest, Depreciation and Tax 2778.06 7926.18 6834.19

Less: Depreciation 1171.70 2100.92 2980.37

Less: Interest 220.35 1002.86 2201.55

Profit before exceptional items 1386.01 4822.40 1652.27

Exceptional items: Income / (Expenses) - - 954.59

Profit before extraordinary items and tax 1386.01 4822.40 2606.86

Extra Ordinary Items: Income / (Expenses) 50133.28 - (136.49)

Profit/ (Loss) Before Tax 51519.29 4822.40 2470.37

Provision for Tax (including deferred taxes) 10615.69 1554.02 499.64

Profit/ (Loss) After tax 40903.60 3268.38 1970.73

Balance Sheet (Rs. In Lacs)

As on Year ended

31.03.2012

(Audited)

Year ended

31.03.2013

(Audited)

Year ended

31.03.2014

(Audited)

Equity and Liabilities

Paid up share capital 2592.00 2592.00 2592.00

Reserves & Surplus 67766.09 16328.39 17995.87

Non-Current Liabilities 7296.01 23427.98 22373.26

Current Liabilities 13832.99 10285.74 14559.05

Total 91487.09 52634.11 57520.18

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Assets

Net Fixed Assets 19966.32 30152.92 30131.79

Non Current Assets 41614.74 3651.71 4578.44

Current Assets 29906.03 18829.48 22809.95

Total 91487.09 52634.11 57520.18

Other Financial Data

For the Year Ended Year ended 31.03.2012 (Audited)

Year ended 31.03.2013 (Audited)

Year ended 31.03.2014 (Audited)

Dividend (%) 50.00% 25.00% 10.00%

Earning Per Share (Rs.) (after extraordinary items) 157.81 12.61 7.60

Return on Net worth (%) 64.21% 26.65% 14.14%

Book Value Per Share (Rs.) 245.76 47.32 53.75

Note: Consequent to the effect of the Scheme of Arrangement as mentioned in point (e) above, the figures for the financial year ended 31.03.2013 and 31.03.2014 are not comparable with the figures of financial year ended 31.03.2012.

g. The Company has not been prohibited by SEBI, from dealing in securities, in terms of directions issued u/s

11B of SEBI Act or under any of the Regulations made under the SEBI Act.

5. STOCK EXCHANGES ON WHICH THE EQUITY SHARES OF MSUML ARE LISTED AND SOUGHT TO BE DELISTED The equity shares of the Company are presently listed on the BSE and CSE only. The Acquirer proposes to delist the equity shares of the Company from both the BSE and the CSE pursuant to the RBB Process in accordance with the Delisting Regulations.

6. MANAGER TO THE DELISTING OFFER

The Acquirer has appointed VC Corporate Advisors Pvt. Ltd. having its registered office at 31, Ganesh Chandra Avenue, 2

nd Floor, Suite No.–2C, Kolkata – 700 013 as Manager to the Delisting Offer (“Manager to the

Offer”). As on the date of the PA, the Manager to the Offer doesn’t hold any equity shares of the Company.

7. REGISTRAR TO THE OFFER

The Acquirer has appointed Maheshwari Datamatics Pvt. Ltd., having office at 6, Mangoe Lane, 2nd Floor, Kolkata - 700 001, Tel: (033) 2243 5809, 2243 5029 Fax: (033) 2248 4787 E-mail: mdpldc@yahoo.com as Registrar to the Delisting Offer (“Registrar to the Offer”).

8. INFORMATION REGARDING STOCK MARKET DATA

a. The equity shares of the Company are infrequently traded on both the BSE and the CSE within the meaning of

explanation to Regulation 15 (2) of the Delisting Regulations.

b. The monthly high and low of the closing prices of the equity shares (in Rs. per equity share) and the trading volume (no. of equity share) on BSE for the six calendar months immediately preceding the date of the PA were as follows:

Month High* Low* Volume^

May 2014 126.00 68.50 98082

June 2014 130.70 112.55 143578

July 2014 115.20 107.75 37918

9

Month High* Low* Volume^

August 2014 114.55 106.10 20375

September 2014 110.10 103.10 21999

October 2014 105.45 95.00 49594

Source: BSE * closing high/low during the month in Indian Rupees per equity share ^ Cumulative trading volume during the month

There was no trading in the equity shares of the Company at CSE for the last many years.

9. DETERMINATION OF THE FLOOR PRICE

a. The Acquirer proposes to acquire the Offer shares of the Company held by the Public Shareholders pursuant

to RBB Process in the manner specified in schedule II and in accordance with the Delisting Regulations.

b. The annualized trading turnover based on trading volume in the Equity Share on BSE and CSE from November 2013 to April 2014 (being a period of six month preceding the month in which BSE and CSE were notified of the meeting of the Board of Directors of the Company at which the Delisting proposal was considered) is as under:

Exchange Total no. of equity share traded during November

2013 to April 2014

Total no. of listed equity shares

Annualized trading turnover (As a % of total number of listed equity shares)

BSE 4,13,351 2,59,20,000* 3.19%

CSE Nil 2,59,20,000* Not Applicable

*(Source: www.bseindia.com & www.cseindia.com).

c. Based on available information, the equity shares of the Company are infrequently traded on BSE and CSE in terms of explanation to Regulation 15(2) of the Delisting Regulations and therefore the Floor Price has been determined in accordance with the Regulation 15(3) of the Delisting Regulations taking into account the following parameters: -

Sl. No. Particulars Price (in Rs. Per Share)

(i) Highest price paid by the Acquirer/ Promoters/Promoter Group for acquisitions, if any, of equity shares of the Company, including by way of allotment in a public or rights issue or preferential allotment, during the 26 weeks period prior to the date on which the recognized stock exchange was notified of the Board Meeting in which the delisting proposal was considered and after that date upto the date of PA

Rs. 64.95 for acquisition by way of

Inter-se Transfer of Shares amongst Promoter Group on

March 26, 2014

(ii) Other parameters

Based on Audited Consolidated Financial data for the year ended

31.03.2014

1 Return on Net Worth (%) 14.14%

2 Book Value per share (Rs.) 53.75

3 Earnings per share (Rs.) 7.60#

4 Industry Average P/E Multiple for Textiles 7.5##

#

After Extraordinary items. ##

(Source: Capital Market Journal Vol.XXIX/20, Nov24 – Dec 07, 2014, Industry-Textiles - Composite)

Mr. Ankit Chhaparia, Proprietor of A Chhaparia & Associates (Membership No. 301211 & Firm Registration No. 327680E), Chartered Accountants, having office at 33/1, N.S. Road, Marshall House, 2

nd Floor, Room No. 245,

Kolkata- 700 001, Telefax: (033) 4005 5215, E-mail: achhaparia.associates@gmail.com, have issued a certificate dated November 21, 2014 for calculation of Floor Price for the equity share of MSUML in accordance with Regulation 15 of the Delisting Regulations which comes to Rs. 65/- per share.

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Based on the above, the Acquirer in consultation with the Manager to the Offer have set the Floor Price at Rs. 65/- per equity share and are prepared to acquire and accept the equity shares at the Floor Price of Rs.65/- subject to the Delisting Regulations and other laws, as applicable.

d. The Acquirer reserve the right not to accept or acquire the offered shares at any price higher than the above

mentioned Floor Price, which may be discovered through RBB Process.

e. Public Shareholders of MSUML may bid their shares during the Bid period at any price equal to or higher than the Floor Price, in accordance with the applicable Delisting Regulations.

10. DETERMINATION OF EXIT PRICE

a. All public shareholders may tender their equity shares during the Bid Period (as defined in paragraph 13

herein below).

b. The minimum price payable by the Acquirer for the equity shares they propose to acquire pursuant to this Offer as determined in accordance with the Delisting Regulations will be the price at which the maximum numbers of shares have been tendered in accordance with the RBB Process (“Discovered Price”) conducted in the manner specified in Schedule II of the Delisting Regulations.

c. The Acquirer is obliged to accept the Discovered Price if it is equal to the Floor Price, but is under no

obligation to accept the Discovered price if it is above the Floor Price. The Acquirer may at its discretion, acquire the equity shares at the Discovered Price if it is higher than the Floor Price or at any price higher than the Discovered Price. The price so accepted by the Acquirer (not less than the Discovered Price) is referred to as Exit Price (“Exit Price”). If the Acquirer does not accept the Discovered Price, the Acquirer will have no obligation to acquire any equity shares tendered under this Offer. In such case, the Delisting proposal will be deemed to be unsuccessful and the shares tendered under this Offer will be returned back to the respective shareholders within ten working days from the closure of the Offer.

d. The Acquirer shall announce, the Discovered Price, the Exit Price and their decision to accept the Discovered

Price or offer an Exit Price and accept the equity shares tendered up to and inclusive of Exit Price or reject the Discovered Price, in the same newspapers in which the PA appears within eight working days from the closure of the Offer.

e. If the Acquirer announces that they have accepted the Exit Price by way of a PA, the Acquirer shall acquire all

those equity shares that have been validly tendered at or below the Exit Price, subject to obtaining all relevant statutory approval. The consideration for such shares shall be payable in cash.

11. MINIMUM ACCEPTANCE CONDITIONS FOR SUCCESS OF THE OFFER

The acquisition of equity shares by the Acquirer and the delisting of the equity shares of the Company are conditional upon:

The Acquirer deciding in its sole discretion to accept the Discovered Price or Offer an Exit Price higher than the Discovered Price;

A minimum number of equity shares being tendered at or below the Exit Price so as to cause the shareholding of the Promoters’ Group of the Company to reach a minimum of 90% of the Company’s issued and paid-up share capital of the Company;

The Acquirer obtaining all requisite statutory and regulatory approvals as stated in paragraph 21 of this Offer Letter;

No amendment of the Delisting Regulations or any applicable regulations or an order of a court or other authority or any other circumstances taking place, which in the opinion of the Acquirer would prejudice the Acquirer from proceeding with the Delisting Offer.

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12. SPECIFIED DATE

The Acquirer has fixed November 28, 2014 as the Specified Date, for determining the names of shareholders to whom the letter of offer (“Offer Letter”) shall be sent.

13. DATES OF OPENING AND CLOSING OF BID/OFFER PERIOD

a. The period during which the public shareholders may tender their equity shares to the Acquirer in the RBB

Process (the ‘’Bid Period’’) shall commence at 10.00 A.M. on December 19, 2014 (the “Bid Opening Date”) and close at 3.00 P.M. on December 26, 2014 (the “Bid Closing Date”). The Acquirer will inform the shareholders by issuing a corrigendum to the PA, if there are any changes in the Bid Period.

b. Bids received after 3.00 P.M. on the Bid closing date will not be accepted for the purpose of determining the

Discovered Price payable for the equity shares by the Acquirer pursuant to the RBB Process.

c. Offer Letter inviting public shareholders to bid their shares of the Company to the Acquirer in accordance with the Delisting Regulations containing the necessary forms and instructions for submission of their bid will shortly be dispatched to the Public Shareholders.

14. NAME AND ADDRESS OF THE TRADING MEMBERS AND DETAILS OF BIDDING TERMINALS AND CENTRES

THROUGH WHICH BIDS CAN BE PLACED

a. Public Shareholders may tender their equity shares through an online electronic system facility, which will be provided by the BSE Limited (“BSE”). In this regard, the Acquirer has appointed a trading member, M/s. SMC GLOBAL SECURITIES LIMITED, to facilitate the lodging of Bids by and on behalf of the Public Shareholders.

b. The details of the centers of the Trading Member, M/s. SMC GLOBAL SECURITIES LIMITED, where the bids could be submitted by hand delivery and uploaded are as under:

Sl. City ADDRESS CONTACT

PERSON CONTACT NUMBER

EMAIL ID

1 Mumbai 1st Floor, Dheeraj Sagar, Opp Goregaon Sports Club , Link Road, Malad (West), Mumbai - 400064

Mr.Palash Mehta / Mrs Divya Pramod

022 - 67341600 Extn : 1632 /

1626

palashmehta@smcindiaonline.com; divya.pramod@smcindiaonline.com

2 New Delhi 11/6B, Shanti Chamber, Pusa Road, New Delhi 110 005

Mr. Devendra Mani Dwivedi

(011) 3011 1000-101

dmani@smcindiaonline.com

3 Kolkata 18, Rabindra Sarani, Poddar Court Gate no. 4, 5

th Floor, Kolkata 700 001

Mr. Sanket Bera (033) 3984 7000-36

sanket.bera@smcindiaonline.com

4 Bangalore No. 2003/2, 2nd

Floor ”Omkar”, Indiranagar, 100 Feet Road, HAL 2

nd

Stage, Above TATA Docomo office, Bangalore 560 038

Mr. Syama Lendu Patro

080 –65472840/41, 33401433/34, 32569384/86

syamalendupatro@smcindiaonline.com

5 Jaipur 305-B, IIIrd

Floor, Shyam Anukampa, Opp. HDFC Bank, Ashok Marg, Ahinsa Circle, C-Scheme, Jaipur 302 001

Mr. Anil Bansal / Mr Ranvijay Rai

(0141) 300 0222 /255/211

anilbansal@smcindiaonline.com

6 Ahmedabad 10/A, Kalapurnam Building, Near Municipal Market, C. G. Road, Ahmedabad 380 009

Mr. Nishit Shah 079 - 33610725 /26/27 ,

66614711/12/13

nishit@smcindiaonline.com

7 Pune 3rd

Floor, 1206/4B, Durga Shankar Building, Behind Shubham Hotel, Beside Ketan Medical, J.M. Road, Pune 411 004

Mr. Manoj Sadhankar

(020) 3242 8512-14, 6727

2900

manojsadhankar@smcindiaonline.com

8 Chennai Salzburg Square, Flat No. 1, III 3rd

Floor, Door No. 107, Harrington Road, Chetpet, Chennai 600 031

Mr. V Murali (044) 3910 9100-121

v.murali@smcindiaonline.com

9 Jodhpur 33, Tarun Rajasthan Patrika Building, Gol Building Road, Sardarpura, Rajasthan Jodhpur 342 001

Mr. Hemant Maheshwari

(0291) 261 2559,094141055

59

payalsomanijod@gmail.com

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Sl. City ADDRESS CONTACT PERSON

CONTACT NUMBER

EMAIL ID

10 Indore 207-A, Kanchan Sagar Building, Old Palasia, Near Industry House, Indore 452 001

Mr. Hitesh Kumrawat

(0731) 428 3061 hiteshkumrawat@smcinsurance.com

11 Hyderabad 206, 2nd

Floor, Above CMR Exclusive, Bhuvana Towers, S.D. Road, Secundarabad 500 003

Mr. B Parveen Kumar

(040) 3092 0616/627

bpkumar@smcindiaonline.com

12 Ghaziabad 96, 1st

Floor, Ambedkar Road, Ghaziabad, Uttar Pradesh -201001

Mr.Harish Kumar Shishodia

09312675903/ 0120-6585211-

218

Tgrp_vitru@smcindiaonline.com

13 Vadodara A–41, Greenland Society, Opp. Pratham Complex, ISKCON Temple Road, Gotri Road, Vadoadara-390021

Mr. Brijesh Gohil 0265 – 2023948, 09662528391/9

3/95,

vinayaksharebroking@gmail.com

14 Wardha Radhe Complex, Below Akola Urban bank, Socialist Chowk, Wardha 442001

Mr. Sudip Moon 9673507922 sandeepmoon@gmail.com

15 Surat 505-506, Sakar -1, Shopping Complex, Opp. Raj Empire, Bhatar Road, Surat - 395007.

Mr. Premal Desai (0261) 4005017 / 14 /15 / 16

premalpdesai@smcindiaonline.com

16 Bhopal 313 2nd floor Jyoti Shopping complex above Dena Bank Zone 1 MP Nagar Bhopal 462011

Mr. Mohd Uvais 0755-4004073, 9300245871

mohd.uvais@smcindiaonline.com

15. PROCEDURE FOR BIDDING

a. Public Shareholders may submit their Bids by completing the bid forms accompanying their Offer Letters

(“Bid Forms”) and submitting these Bid Forms to the Trading Member at any of the Bid Centers set out above by hand delivery on or before the Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centers during the following hours from 10.00 A.M. to 3.00 P.M.

b. Public Shareholders (in particular those shareholders who are resident in areas where no Bid Centers are

located) may also submit their Bids by registered post (at their own risk and cost) clearly marking the envelope “Maharaja Shree Umaid Mills Limited Delisting Offer”, so as to ensure that their Bids are delivered to:

SMC GLOBAL SECURITIES LIMITED, 1st Floor, Dheeraj Sagar, Oppt. Goregaon Sports Club, Link Road, Malad (West), Mumbai-400064

on or before closing hours of the Bid Closing Date. Under no circumstances should the Bids be dispatched to the Acquirer or the Company, or to the Manager to the Offer. If duly filled Bid Forms arrive before the Bidding Period opens, the Bid will still be valid however, the Trading Member will not submit the Bid until the commencement of the Bidding Period.

c. The Acquirer has opened a special depository account with SHREE BAHUBALI INT. LTD. (the “Special

Depository Account”), details of which is as under:

Special Depository Account Name MSUML- DELISTING OFFER ESCROW DP ACCOUNT

Name of the Depository Participant SHREE BAHUBALI INT. LTD.

Name of the Depository National Securities Depository Limited

Depository Identification Number (DP - ID) IN300773

Client Identification Number/Account (Client – ID) 10318066

ISIN of MSUML INE087D01013

d. In order for Bids to be valid, Public Shareholders, who hold Offer Shares in dematerialised form, should

transfer their Offer Shares from their respective depository accounts to the aforesaid Special Depository Account prior to submission of their Bid. All transfers should be in off-market mode. A photocopy of the

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delivery instructions or counterfoil of the delivery instructions submitted to the depository participant of the Public Shareholder’s depository account and duly acknowledged by such depository participant crediting the Public Shareholder’s Offer Shares to the Special Depository Account, should be attached to the Public Shareholder’s Bid.

e. Alternately the Public Shareholders may mark a pledge for the same to the Manager to the Offer in favor of

the Special Depository Account and enclose with their Bid forms, a photo copy of the pledge instruction to their depository participants with due acknowledgement of such depository participants.

f. Public Shareholders who hold their equity shares through Central Depository Services India Limited (CDSL) shall have to execute an inter-depository delivery instruction for the purpose of crediting their equity shares in favor of the Special Depository Account.

g. It is the responsibility of Public Shareholders to ensure that their Offer Shares are credited to the Special

Depository Account/pledged in favour of the Special Depository Account on or before 3:00 pm on the Bid Closing Date.

h. In order for Bids to be valid, the Public Shareholders who hold equity shares in physical form should send

their Bid Forms together with original share certificate(s) and duly executed transfer deed(s) to the Trading Member, who will enter the bid on the system and immediately send the set of documents to the Registrar to the Offer for confirming their genuineness. The Registrar to the Offer shall deliver the certificates which are found to be genuine to the Manager to the Offer. The bids in respect of the certificates, which are found to be not genuine, shall be deleted from the system.

i. The Manager to the Offer will hold in trust the equity shares/share certificates, equity shares lying in the credit of the Special Depository Account and the transfer form(s) or pledged equity shares, until the Acquirer complete its obligations under this Offer in accordance with the Delisting Regulations.

j. If any public shareholders fails to receive or misplaces the Offer Letter, a copy may be obtained by writing to the Registrar to the Offer at their address given herein, clearly marking the envelope “Maharaja Shree Umaid Mills Limited – Delisting Offer”. Alternatively, such Public Shareholders may obtain copies of Bid Forms at the Bid Centre.

k. The equity shares to be acquired under this Offer are to be acquired free from all liens, charges and

encumbrances and together with all rights attached thereto. Equity Shares that are subject to any charge, lien or encumbrances are liable to be rejected.

l. It shall be the responsibility of the Public Shareholders tendering their equity shares in the Offer to obtain all requisite approvals (including corporate, statutory and regulatory approvals) prior to tendering their Equity Shares in the Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should also provide all relevant documents which are necessary to ensure transferability of the Equity Shares failing which the Bid may be considered invalid and may be liable to be rejected. Upon receipt of the shares in the Special Depository Account, the Acquirer shall assume that the shareholders have submitted their Bid only after obtaining applicable approvals, if any. The Public Shareholders should attach a copy of any such approval along with Bid Form. Non–Resident Indians (“NRI”) Public Shareholders and Overseas Corporate Bodies (“OCBs”) must seek the approval of the Reserve Bank of India (“RBI”) before submitting the Bid Form and attach a copy of the approval along with the Bid Form. The Acquirer reserves the right to reject those bids which are submitted without attaching a copy of the required approvals. For further details on the documents/information required from the participating Public Shareholders please refer to the Offer Letter.

m. In accordance with Clause 5 of Schedule II of the Delisting Regulations, Public Shareholders who have tendered their Equity Shares by submitting Bids pursuant to the term of PA and the Offer Letter, may withdraw or revise the Bids upwards not later than one day before the Bid Closing Date. Downward revision of Bid is not permitted. Any such request for revision or withdrawal of the Bid should reach the Trading Member at the Bid Centers on or before 3.00 P.M. as on one day before Bid Closing Date i.e., December 24, 2014. Any such request for revision or withdrawal of Bids received after 3.00 P.M. on December 24, 2014 will not be accepted.

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16. DETAILS OF ESCROW ACCOUNT/ BANK GUARANTEE AND SETTLEMENT PROCEDURE

a. The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs. 65/- per equity share multiplied by the number of equity shares outstanding with the public shareholders (i.e. 65,28,600 equity shares) is Rs. 42,43,59,000/- (Rupees Forty Two Crores Forty Three Lacs Fifty Nine Thousand Only).

b. In accordance with the provisions of the Delisting Regulations, the Acquirer, the Manager to the Offer and HDFC Bank Ltd. acting through its branch at Central Plaza, 2/6, Sarat Bose Road, Kolkata- 700 020 (“Escrow Bank”), have entered into escrow agreement dated November 24, 2014. A lien has been marked on the said Escrow Account in favour of the Manager to the Offer by the Escrow Banker. The Manager to the Offer has been solely authorized by the Acquirer to operate and realize the value of Escrow Account in terms of the Delisting Regulations.

c. In accordance with the provisions of the Delisting Regulations, the Acquirer has made an escrow arrangement for the Offer comprising a Bank Guarantee as security for performance of their obligations under the Delisting Regulations. The aforesaid Bank Guarantee has been issued by HDFC Bank through its branch at 88, Chowringhee Road, Kolkata – 700 020 in favour of the Manager to the Offer for Rs. 42,43,59,000/- (Rupees Forty Two Crores Forty Three Lacs Fifty Nine Thousand Only) and is valid till March 31, 2015. Further the Acquirer has also deposited Rs. 1,00,000 (Rupees One Lac Only) into the aforesaid Escrow Account in cash (such Bank Guarantee and amount deposited into the Escrow Account is referred to as the “Escrow Amount”).

d. The Escrow Amount mentioned above is equal to or in excess of the 100% estimated amount of consideration payable under the Delisting Offer as calculated in point no. 16 a. above and the Escrow Amount, in the form as mentioned in point no. 16 b and 16 c above has been deposited by the Acquirer prior to the date of the PA in compliance with Regulation 11 of the Delisting Regulations.

e. On determination of the Exit Price and making of the Public Announcement under Regulation 18 of the Delisting Regulations, the Acquirer shall ensure compliance with Regulation 11(2) of the Delisting Regulations.

f. If the Acquirer accepts the Discovered Price or Offer an Exit Price, the Acquirer will open a special account

and transfer thereto the entire amount due and payable as consideration in respect of the equity shares tendered in the Delisting Offer at the Exit Price.

g. All the Public Shareholders whose bid are verified to be genuine shall be paid the Exit Price stated in the PA within ten working days from the closure of the Offer by way of crossed account payee cheque/demand draft/pay order/electronic credit. All cheques/demand drafts/pay orders/electronic credits will be drawn in the name of the first holder, in case of joint holder(s).

h. Share Certificate for any invalid bid, will be dispatched to the shareholders by registered post at the shareholder’s sole risk.

i. Where the delisting offer fails in the circumstances stated in the PA: i) The equity shares deposited or pledged by a public shareholder shall be returned or released to such

public shareholder within 10 working days from the Bid Closing date in terms of the schedule of activities set out herein; and

ii) No final application shall be made to the stock exchanges for delisting of the equity shares.

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17. PROPOSED TIME TABLE FOR THE OFFER

Activity Date Day

Issue of Public Announcement November 28, 2014 Friday

Specified Date for determining the names of shareholders to whom the Offer Letter shall be sent

November 28, 2014 Friday

Completion of Dispatch of Offer Letters/Bid Forms to the Public Shareholders as on Specified Date

December 08, 2014 Monday

Bid Opening Date (10.00 A.M.) December 19, 2014 Friday

Last date of revision (upwards) or withdrawal of Bids December 24, 2014 Wednesday

Bid Closing Date (3.00 P.M.) December 26, 2014 Friday

Last date for Announcement of Discovered Price/Exit Price and acceptance / non-acceptance of the same

January 07, 2015 Wednesday

Final date of payment of consideration* January 09, 2015 Friday

Return of Equity Shares to the shareholders in case of failure of Delisting Offer/Bids have not been accepted

January 09, 2015 Friday

* subject to the acceptance of the Discovered Price or offer of an Exit price higher than the discovered price by the Acquirer.

18. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

The Authorised Share Capital of the Company as on the date of the PA is Rs. 30,00,00,000/- consisting of 3,00,00,000 equity shares of Rs. 10/- each. The paid- up share capital of the Company as on the date of the PA is Rs. 25,92,00,000/- consisting of 2,59,20,000 fully paid-up equity shares of Rs. 10/- each. The brief summary of shareholding pattern of the Company as on September 30, 2014 is as follows:

Shareholders Category No. of Shares % of paid-up share capital

(a) Promoter Group

Acquirer: Placid Limited 86,47,420 33.36%

Other Promoters/ Promoter’s Group 1,07,43,980 41.45%

Sub Total (a) 1,93,91,400 74.81%

(b) Non-Promoter Share Holding 65,28,600 25.19%

Sub Total (b) 65,28,600 25.19%

Grand Total (a+b) 2,59,20,000 100.00%

19. SHAREHOLDING OF THE PROMOTER GROUP

The Promoter Group (including the Acquirer) currently holds 1,93,91,400 fully paid-up equity shares of Rs. 10/- each representing about 74.81% of the paid-up equity share capital of the Company. Other than the shareholdings mentioned above, none of the Promoters/Promoter group hold and/or control any equity shares of the Company as on the date of the PA.

20. LIKELY POST DELISTING CAPITAL STRUCTURE

The likely post-delisting shareholding pattern of the Company, assuming that all the shares held by the public shareholders are acquired pursuant to the delisting, will be as follows:

Shareholders Category No. of Shares % of paid-up share capital

Promoters/ Promoter Group (including Acquirer) 2,59,20,000 100.00%

21. STATUTORY APPROVALS

a. The public shareholders of MSUML have accorded their consent on July 31, 2014 by way of special resolution

passed through postal ballot, in respect of delisting of equity shares of MSUML from the BSE and the CSE, in accordance with the Delisting Regulations.

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b. The Company has received the In-Principle approval for voluntary delisting of its equity shares from the BSE and CSE vide letter no. DCS/DEL/RK/IP/679/2014-2015 dated November, 24, 2014 and CSE/LD/8975/2014 dated November 13, 2014 respectively.

c. To the best of the Acquirer’s knowledge, as on the date of the PA, there are no further approvals required.

However, if any statutory or other approval becomes applicable, the acquisition of the equity shares by the Acquirer and the Delisting Offer will be subject to receipt of such statutory or regulatory approvals.

d. The Acquirer reserves the right not to proceed with the delisting proposal in the event the approvals, if

required, are not obtained or the conditions, if any imposed, may not be fulfilled or complied with, at the sole discretion of the Acquirer.

22. TAX DEDUCTED AT SOURCE

Summary of various provisions related to Tax Deduction at Source (“TDS” or “withholding tax”) under the Income Tax, Act, 1961 is as follows:

a. All the Public shareholders should be either classified as resident or non-resident. The status as resident

/non-resident is to be determined on the basis of criteria laid down in Section 6 of the Income Tax Act, 1961 (“IT Act”). In case a shareholder happens to be a resident of India as well as of another country, his residential status will have to be determined having regard to the provisions of the tax treaty with the relevant country read with the provisions of Section 6 of the IT Act aforesaid.

b. No tax is required to be deducted by the Promoters/ Acquirer on payment of consideration to resident Public

Shareholders.

c. As per the provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident, any sum chargeable to tax is required to deduct tax at source (including applicable surcharge and cess).

d. Where, the Delisting Offer consideration is chargeable to tax as capital gains under the IT Act, the Acquirer

will need to deduct tax at source (including applicable surcharge and cess) at the capital gains tax rate on the amount of capital gains payable to the Public Shareholders.

e. Income by way of capital gains is to be computed as provided in Section 48 of the IT Act, by deducting cost of

acquisition from the value of consideration. The rate at which tax is to be deducted at source varies depending upon the period for which the shares tendered under the Delisting Offer are held by the Public Shareholders. Capital gains arising on shares held for more than 12 months from the date of acquisition would be regarded as ‘long term capital gains’, else the gains would be treated as ‘short term capital gains’.

f. All non-resident shareholders (other than FIIs referred to below) are accordingly requested to provide the

Acquirer with their legal status and evidence with regard to the date and cost of acquisition of the Shares tendered by them pursuant to the Delisting Offer as also the evidence of eligibility for claiming any double tax treaty benefit. In the event, the relevant evidence is not provided, the capital gains on which tax is required to be deducted be computed by taking the cost of acquisition as ‘Nil’, the capital gains would be deemed to be short term in nature and the liability and rate for preference to any double tax avoidance treaty the non-resident may otherwise be eligible.

g. As per the provisions of Section 195 of the IT Act, any income by way of capital gains payable to non resident

Indians or foreign companies, shall be liable to the provisions of withholding tax (at applicable tax rates plus surcharge and education cess on the amount of capital gains), subject to the provisions of the relevant tax treaty. Accordingly, income tax may have to be deducted at source in the case of a non-resident Indian/ foreign company at the rate under the IT Act or under the tax treaty, whichever is beneficial to the selling shareholder unless a lower withholding tax certificate obtained from the tax authorities is furnished to the Acquirer.

h. The rate of deduction of tax in the case of non-residents is dependent on certain other factors. Since the

Acquirer do not have in-house information in respect of various Public Shareholders, all the Public Shareholders have to specify their category while bidding.

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i. As per the provisions of the Section 2(37A) (iii) of the IT Act for the purposes of deduction of tax under Section 195, the rate or rates of income-tax specified in this behalf in the applicable Finance Act or the rate or rates of income tax specified in an agreement entered into by the Central Government under Section 90 of the IT Act or an agreement notified by the Central Government under Section 90A as the case may be, i.e. whichever is beneficial, would be the applicable rate of TDS. In view of the provisions of Section 206AA of the IT Act, in case a shareholder does not have a Permanent Account Number (“PAN”), tax will be deducted at the rate of 20% or the applicable rate as per normal provisions whichever is higher. Surcharge and education cess will be added to tax deduction amount as applicable. In cases where tax is deductible, the tax at the applicable rates will be deducted on the gross amount of consideration without considering the actual computation of gains.

j. In the event the aforementioned categories of Public Shareholders require the Acquirer not to deduct tax or to deduct tax at a lower rate or on a lower amount, they would need to obtain a certificate from the income tax authorities either under Section 195(3) or under Section 197 of the IT Act, and submit the same to the Promoters while submitting the Bid Form. In the absence of any such certificate from the income tax authorities, the Acquirer will deduct tax as aforesaid, and a certificate in the prescribed form shall be issued to that effect.

Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the Company and the Manger to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax rates and other provisions may undergo changes.

23. CERTIFICATION BY BOARD OF DIRECTORS OF THE COMPANY

The Board of Directors of the Company hereby certifies that:

The Company has not raised any funds by issuance of securities during last five years preceding the date of the PA.

All material information, which is required to be disclosed under the provisions of continuous listing requirement have been disclosed to the concerned Stock Exchange.

24. COMPLIANCE OFFICER

Mr. Pradip Kumar Ojha, Krishna, 7

th Floor, Room No. 706, 224, A.J.C Bose Road, Kolkata- 700 017

Tel No.: (033) 2223 0016, Fax No.: (033) 2223 1569 E-mail id: kolkata@msumindia.com.

25. BSE DISCLAIMERS

a. It is to be distinctly understood that the permission given by BSE to use their electronic automated facilities and infrastructure for “Online reverse book building facility for delisting of securities” should not in any way be deemed or construed that the compliance with various statutory and other requirements by Maharaja Shree Umaid Mills Limited (‘the Company’) and the Manager to the Offer etc. are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does BSE have any financial responsibility or liability nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management.”

b. It is also to be distinctly understood that the approval given by BSE should not in any way be deemed or construed to mean that the public announcement has been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities will be delisted.

c. That every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry,

investigation and analysis and shall not have any claim against BSE or against the Investor Protection Fund set up by BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in

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connection with such offer and tender of securities through book building process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

26. GENERAL DISCLAIMER

Every person who desires to avail of the Delisting Offer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Acquirer, the Manager to the Offer or the Company whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such Delisting Offer and tender of securities through RBB Process or subsequently.

Signed by the Acquirer:

For Placid Limited Sd/- Sheetal Bangur Managing Director

Sd/- L. N. Bangur Director

Sd/- Mohit Baid Company Secretary

Place: Kolkata Date: 01.12.2014 Enclosures:

1. Bid Cum Acceptance Form 2. Bid Revision / Withdrawal Form 3. Transfer Deed