THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThis Offer Letter (“Offer Letter”) is being sent to you as a shareholder of Fulford (India) Limited (“Company”). In case you have recently sold your Shares in the Company, please hand over this Offer Letter and the accompanying documents to the member of the stock exchange through whom the sale was effected.

OFFER LETTERfor Delisting of Equity Shares

To the shareholders of Fulford (India) Limited

Registered Office: Platina, 8th floor, Plot No. C-59, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 098, IndiaTel: +91 22 6789 8888; Fax: +91 22 6789 8889; Email: sachin.gaikwad@merck.com; CIN: L99999MH1948PLC006199

FromDashtag (“Acquirer”)

Registered Office: West Hill, Hertford Road, Hoddesdon, Herfordshire EN11 9BU, United Kingdominviting you to tender your fully paid-up Shares of Rs. 10 each of Fulford (India) Limited, through the reverse book-building process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and subsequent amendments.

Floor Price: Rs. 701.71 per Share of face value of Rs. 10 each

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Morgan Stanley India Company Private Limited

18F/19F, Tower 2, One Indiabulls Centre,841, Senapati Bapat Marg, Mumbai

400013, IndiaTel: (91 22) 6118 1000Fax: (91 22) 6618 1040

Email: fulford_delisting@morganstanley.comContact Person: Najmuddin Saqib

SEBI Registration No: INM000011203

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,

L.B.S.Marg, Bhandup West, Mumbai – 400078, IndiaPh.No.: +91-22-6171 5400 Fax No.:+91-22-2569 0329

Email: fulford.delisting@linkintime.co.inContact Person: Mr. Ganesh Mhatre SEBI Registration No: INR000004058

If you wish to tender your Shares to the Acquirer, you should:· read 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;· ensure that (a) you have credited to the specified Special Depository Account (details of which are set out in this Offer Letter

in Section 13.4) and obtained a copy of your Depository Participant Instruction in relation thereto, or (b) in case of Shares held in physical form, executed the share transfer deed which is being provided with the Offer Letter to all Shareholders who hold Shares in physical form. Alternately you may mark a pledge for the Manager to the Offer in favour of the said Special Depository Account (details of which are set out in this Offer Letter in Section 13.4) and enclose along with the Bid Form, a photocopy of the pledge instructions to your depository participant with the due acknowledgement of such depository participant;

· submit your Bid Form along with a copy of your Depository Participant Instruction / physical Share certificate along with duly executed share transfer deed, as applicable, and other applicable documents by hand delivery to one of the Bid Centres set out in this Offer Letter (details of which are set out in this Offer Letter in Section 13.2) or in case you reside in an area where no Bid Centre is located you may submit your bid by registered post/courier (at your own cost and risk), clearly marking the envelope “Fulford (India) Limited Delisting Offer”, to SMC Global Securities Ltd at the following address: 1st Floor ,Dheeraj Sagar, Opp. Goregon Sports Club, Link Road, Malad (W), Mumbai-400064, India. Ph: +91 22 67341600, such that it is received before 3:00 p.m. on the Bid Closing Date, namely, June 9, 2015.

Activity Date Day

Date of publication of the Public Announcement 30-May-2015 Saturday

Specified Date* 30-May-2015 Saturday

Dispatch of Offer Letters and Bid Forms to Public Shareholders as on Specified Date 2-June-2015 Tuesday

Bid Opening Date 3-Jun-2015 Wednesday

Last Date for revision (upwards) or withdrawal of Bids 8-Jun-2015 Monday

Bid Closing Date (up to 3:00 pm) 9-Jun-2015 Tuesday

Last date for announcement of Discovered Price or Exit Price and Acquirer’s Acceptance or Non-acceptance of Discovered Price or Exit Price

16-Jun-2015 Tuesday

Proposed date for payment of consideration# 18-Jun-2015 Thursday

Proposed date for return of Shares to Public Shareholders in case of Bids not being accepted / failure of the Delisting Offer

18-Jun-2015 Thursday

* Specified Date is only for the purpose of determining the name of the Shareholders as on such date to whom the Offer Letter will be sent. However, all owners (registered or unregistered) of the Shares of the Company are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.

# 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

S r . No.

Section Page number

1 BACKGROUND OF THE OFFER 4

2 NECESSITY AND OBJECTIVE OF THE OFFER 5

3 BACKGROUND OF THE ACQUIRER 5

4 BACKGROUND OF THE COMPANY 7

5 STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE TO BE DELISTED 8

6 MANAGER TO THE OFFER 8

7 REGISTRAR TO THE OFFER 8

8 DETERMINATION OF THE FLOOR PRICE 8

9 DETERMINATION OF THE EXIT PRICE 11

10 CONDITIONS TO THIS DELISTING OFFER 11

11 DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THIS DELISTING OFFER

12

12 DATES OF OPENING AND CLOSING OF BID PERIOD 12

13 DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURE 12

14 PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID 18

15 DETAILS OF THE ESCROW ACCOUNT AND THE PROCEDURE FOR SETTLEMENT 18

16 PROPOSED SCHEDULE FOR THIS DELISTING OFFER 19

17 STOCK MARKET DATA 20

18 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN OF THE COMPANY 21

19 LIKELY POST DELISTING CAPITAL STRUCTURE 22

20 STATUTORY APPROVALS 22

21 TAX DEDUCTED AT SOURCE 23

22 CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY 24

23 COMPLIANCE OFFICER 25

24 DISCLAIMER CLAUSE OF BSE 25

25 GENERAL DISCLAIMER 25

26 EXCHANGE RATE 25

ENCLOSURES:

BID REVISION / WITHDRAWAL FORM 27

BID CUM ACCEPTANCE FORM 31

BLANK SHARE TRANSFER DEED

3

DEFINITIONS

Term Definition

Acquirer Dashtag

Board Board of directors of the Company

BSE BSE Limited

Company Fulford (India) Limited

Delisting Offer / Offer Offer made by the Acquirer to the Public Shareholders in accordance with the Delisting Regulations

Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time

Depository Participant Instruction means a copy of the instruction given by a Shareholder to his or her depository participant to transfer to (or mark with a pledge in favour of) the Special Depository Account, such Shareholder’s Shares in dematerialized form

Escrow Bank Deutsche Bank AG

Equity Shares / Shares Fully paid-up equity share of the Company of a face value of INR 10 each

FII Foreign Institutional Investor

FIPB Foreign Investment Promotion Board

FPI Foreign Portfolio Investor

IT Act The (Indian) Income Tax Act, 1961

Floor Price Rs. 701.71 per Share

Manager to the Offer Morgan Stanley India Company Private Limited

NRI Non-resident Indian

OCB Overseas Corporate Body

PA Public Announcement issued by the Acquirer dated May 27, 2015

Public Shareholders / Shareholders All shareholders of the Company other than the Acquirer

Registrar to the Offer Link Intime India Private Limited

RBI Reserve Bank of India

Stock Exchange BSE

Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers), 2011, as amended from time to time

Trading Member SMC Global Securities Ltd.

4

Dear Shareholder,

Invitation to tender Shares held by you in the Company

The Acquirer is pleased to invite you to tender, on the terms and subject to the conditions set out below, Shares held by you in the Company pursuant to the Delisting Regulations.

1. BACKGROUND OF THE DELISTING OFFER

1.1 The Company is a public limited company incorporated under the Companies Act, 1913. The Acquirer, a company

incorporated under the laws of the United Kingdom with its registered office at West Hill, Hertford Road, Hoddesdon,

Herfordshire EN11 9BU, United Kingdom, is the promoter and is in control of the Company. As of the date of this

Offer Letter, the issued, subscribed and paid-up equity share capital of the Company is Rs. 39,000,000 comprising

3,900,000 Shares (“Share Capital”). The Acquirer holds 2,923,237 Shares as on the date of this Offer Letter representing

74.95% of the Share Capital.

1.2 The Acquirer is the sole promoter of the Company.

1.3 Through the Delisting Offer, the Acquirer seeks to acquire up to 976,763 Shares (“Offer Shares”) representing 25.05%

of the Share Capital from the Public Shareholders. If the Delisting Offer is successful as defined in Section 11 of

this Offer Letter, the Acquirer will apply for delisting of the Shares of the Company from the BSE where they are

currently listed, pursuant to the Delisting Regulations.

1.4 On April 25, 2014, the Acquirer intimated its intention regarding the Delisting Offer to the Board for its approval

and requested the Board to seek the approval of the shareholders of the Company for the proposed delisting of

the Company by way of a special resolution through postal ballot in terms of Regulation 8(1)(b) of the Delisting

Regulations.

1.5 Pursuant to the intimation received from the Acquirer, the Board, in its meeting held on April 26, 2014 approved the

proposed delisting in terms of Regulation 8(1)(a) of the Delisting Regulations subject to approval of shareholders

of the Company. The result of the meeting of the Board held for considering the Delisting Offer was notified to the

BSE on April 26, 2014 (“BSE Notification Date”).

1.6 The shareholders of the Company passed a special resolution through postal ballot, the result of which was declared

on June 20, 2014 and notified to the BSE on June 20, 2014, approving the delisting of the Shares from the BSE

pursuant to the Delisting Regulations. The votes cast by the Public Shareholders in favour of the Delisting Offer

were more than two times the number of votes cast by the Public Shareholders against it. Specifically, 95.16% of

the valid votes cast by the Public Shareholders who participated in the postal ballot were in favour of the Delisting

Offer. The Company has, on July 23, 2014, received the in-principle approval for the Delisting Offer from the BSE.

1.7 The Securities and Exchange Board of India (“SEBI”) has amended the Delisting Regulations with effect from

March 24, 2015 by notification of the SEBI (Delisting of Equity Shares) (Amendment) Regulations, 2015 (“Amended

Regulations”). In terms of Regulation 31(2) of the Amended Regulations, any proposal for delisting made by any

promoter who, prior to commencement of the Amended Regulations where the offer price has not been determined,

is required to be proceeded with under the Amended Regulations. Accordingly, since the Board and shareholders of

the Company have already approved the Delisting Offer and the in-principle approval of the BSE has been received

prior to the commencement of the Amended Regulations, this Delisting Offer is now being continued and proceeded

with under the Delisting Regulations as amended by the Amended Regulations.

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1.8 The PA has been issued in the following newspapers as required under Regulation 10(1) of the Delisting Regulation

Newspaper Language Editions

Business Standard English All

Business Standard Hindi All

Western Times Gujarati Ahmedabad

Navshakti Marathi Mumbai

1.9 The Acquirer will inform the Public Shareholders, by way of a notice in the aforementioned newspapers in which

the PA was published, of material changes, if any, to the information set out in this Offer Letter.

2. NECESSITY AND OBJECTIVE OF THE DELISTING OFFER

2.1 The objective of the Acquirer in making the Delisting Offer is inter-alia to obtain full ownership of the Company,

which will provide enhanced operational flexibility to the Acquirer’s business in India. Additionally, the Acquirer

believes that on account of the low liquidity in the Shares, the Delisting Offer would provide the Public Shareholders

with an ability to exit fully at an attractive price.

2.2 The Acquirer hereby makes the Delisting Offer to the Public Shareholders of the Company. As of the date of the

Offer Letter, the Public Shareholders hold 976,763 Shares constituting 25.05% of the Share Capital.

3. BACKGROUND OF THE ACQUIRER

3.1 The Acquirer is a company incorporated on October 31, 1906 under the laws of the United Kingdom. The registered

office of the Acquirer is located at West Hill, Hertford Road, Hoddesdon, Hertfordshire EN11 9BU, United Kingdom,

Tel No: +44 (0)1992 467272 and Fax No: +44 (0) 1992 468175.

3.2 The shares of the Acquirer are not listed on any stock exchange. The paid-up equity share capital of the Acquirer

is £12,500,004 (approximately Rs. 1,227,059,143 based on the RBI reference exchange rate of £1=INR 98.16 as of

May 28, 2015) comprising 12,500,004 equity shares of £1 each.

3.3 The Acquirer is an indirect, wholly-owned subsidiary of Merck & Co., Inc. (“Merck”), a public company incorporated in

the United States of America under the laws of the State of New Jersey, with its registered office at One Merck Drive,

Whitehouse Station, N.J. 08889-0100, USA. While Merck is the ultimate parent company of the Acquirer, the entire

share capital of the Acquirer is directly held by Schering-Plough Holdings Limited, a company incorporated under

the laws of United Kingdom and having its registered office at West Hill, Hertford Road, Hoddesdon, Hertfordshire

EN11 9BU, United Kingdom.

3.4 Merck is a widely held listed company whose entire share capital is held by institutional and retail shareholders. As

of March 31, 2015, Capital World Investors, Blackrock Inc., Wellington Management Company LLP and the Vanguard

Group are persons/groups known to be holding more than 5% of the outstanding common shares of Merck each.

The shares of Merck are listed on the New York Stock Exchange and Euronext, Paris.

3.5 Merck’s operations are principally managed on a products basis and comprise four operating segments, which

are pharmaceutical, animal health, consumer care and alliances. The pharmaceutical segment includes human

health pharmaceutical and vaccine products marketed either directly by Merck or through its joint ventures. Human

6

health pharmaceutical products consist of therapeutic and preventive agents, generally sold by prescription, for

the treatment of human disorders. Merck sells these human health pharmaceutical products primarily to drug

wholesalers and retailers, hospitals, government agencies and managed health care providers such as health

maintenance organizations, pharmacy benefit managers and other institutions. Vaccine products consist of preventive

pediatric, adolescent and adult vaccines, primarily administered at physician offices. Merck sells these human health

vaccines primarily to physicians, wholesalers, physician distributors and government entities. In terms of its animal

health operations, Merck works to discover, develop, manufacture and market animal health products, including

vaccines, which Merck sells to veterinarians, distributors and animal producers. Additionally, Merck has consumer

care operations that develop, manufacture and market over-the-counter foot care and sun care products, which

are sold through wholesale and retail drug, food chain and mass merchandiser outlets, as well as club stores and

specialty channels.

3.6 In India, Merck operates through three separate legal entities: MSD Pharmaceuticals Private Limited, Organon (India)

Private Limited and the Company. In India, the Merck group operates in various therapeutic areas in human health,

including metabolics, cardiovascular, vaccines, critical care, immunology, virology, oncology, women’s health,

dermatology, respiratory, musculoskeletal and primary care and offers a diverse set of products of over 75 brands.

3.7 The Acquirer holds 2,923,237 Shares representing 74.95% of the Share Capital.

3.8 A brief summary of the consolidated audited financials of the Acquirer for the financial years ended 2013, 2012 and

2011, being the last three financial years for which audited financials are available, is provided below. The financial

year of the Acquirer is from January 1 to December 31.

Year Ending December 31

2013 2012 2011

(in Rs. Crores)

(in £ MM) (in Rs. Crores) (in £ MM) (in Rs. Crores)

(in £ MM)

Total Income 0.34 0.04 0.83 0.09 1.26 0.13

Profit/ (Loss) Before Tax

(0.02) (0.00) 0.41 0.04 1.18 0.12

Profit/ (Loss) After Tax 0.04 0.00 0.51 0.05 1.20 0.12

As at December 31 2013 2012 2011

(in Rs. Crores)

(in £ MM) (in Rs. Crores) (in £ MM) (in Rs. Crores)

(in £ MM)

Equity Capital 122.71 12.50 122.71 12.50 122.71 12.50

Preference Capital - - - - - -

Reserves 25.30 2.57 25.26 2.57 24.75 2.52

Minority Interests - - - - - -

Non-Current Liabilities - - - - - -

Current Liabilities 11.27 1.15 20.28 2.07 5.13 0.52

Total Equity and Liabilities

159.27 16.23 168.24 17.14 152.59 15.54

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Non-Current Assets 159.03 16.20 158.89 16.19 56.84 5.79

Current Assets 0.25 0.03 9.36 0.95 95.75 9.75

Total Assets 159.27 16.23 168.24 17.14 152.59 15.54

(All amounts in £ have been converted into Indian Rupees based on the exchange rate quoted on the RBI website

as on May 28, 2015; £1 = Rs. 98.16)

3.9 The Acquirer has, as detailed in Section 15 of this Offer Letter, made available all the requisite funds necessary to

fulfil the obligations of the Acquirer under the Delisting Offer.

4. BACKGROUND OF THE COMPANY

4.1 The Company was incorporated on March 2, 1948 as C. E. Fulford (India) Limited under the Indian Companies Act,

1913. The word ‘Private’ was inserted in its name pursuant to Section 24(1) of the Companies Act, 1913. On January

15, 1981 the name was changed from C.E. Fulford (India) Private Limited to Fulford (India) Private Limited. The name

was subsequently changed to the current name viz. Fulford (India) Limited on August 17, 1981. The Shares of the

Company were listed on the BSE on Feb 24, 1982.

4.2 The registered office of the Company is situated at Platina, 8th Floor, Plot No. C-59, G-Block, Bandra Kurla Complex,

Bandra (East), Mumbai 400 098, India.

4.3 The Company is a pharmaceuticals company specializing in dermatology, anti-histamines, antibiotics and oncology

products. The Company’s product portfolio provides therapies for both acute and chronic health conditions.

4.4 The Company has an authorised share capital of Rs. 50,000,000 divided into 5,000,000 Shares. As of the date of this

Offer Letter, the issued, subscribed and paid-up equity share capital of the Company is Rs. 39,000,000 comprising

3,900,000 Shares of Rs. 10 each.

4.5 The Shares of the Company are listed on the BSE. There are no partly paid-up Shares, outstanding convertible

securities or warrants of the Company.

4.6 Historically, the Company followed a financial accounting period of January 1 to December 31. However, the Board,

at its meeting held on August 2, 2013, approved changing the financial accounting period to April 1 to March 31.

Accordingly, financial reporting for the financial year ended 2014 is for a period of 15 months commencing from

January 1, 2013 and ending on March 31, 2014. A brief summary of the consolidated audited financials of the

Company for the financial years ended March 31, 2015 (12 months), March 31, 2014 (15 months) and December 31,

2012 (12 months), being the last three financial years for which audited financials are available, is provided below:

Select Items from Statement of Profit and Loss:

(Rs. in Crores)

Particulars Year ended March 31, 2015

15 months ended March 31, 2014

Year ended December 31, 2012

Total Income 217.1 269.6 215.4

Profit/(Loss) after Tax(1) (A) 2.3 4.5 (5.0)

Number of shares(3) (in crores) (C) 0.39 0.39 0.39

Earnings per Share (Rs.) = A/C 5.9 11.5 (12.8)

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Select Items from Balance Sheet:

(Rs. in Crores)

Particulars As of

March 31, 2015 March 31, 2014 December 31, 2012

Equity Capital 3.9 3.9 3.9

Reserves and Surplus 145.9 144.3 140.8

Net Worth(2) (A) 149.8 148.2 144.7

Number of shares(3) (in crores) (B) 0.39 0.39 0.39

Book Value per share (Rs.) = A / B 384.1 380.1 370.9

Return on Net Worth (%) = Profit/(Loss) after Tax / A

1.5% 3.0% (3.5%)

1Corresponds to Profit after Tax and after Minority Interests

2Total of the Equity Capital and Reserves and Surplus. Does not include Minority Interest

3Refers to the number of Shares issued, subscribed and paid-up

4.7 The Company has a wholly-owned subsidiary company in India by the name of Schering-Plough (India) Private

Limited, which is not engaged in any commercial activity. Other than this, the Company does not have downstream

investments in any other Indian company.

5. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE TO BE DELISTED

5.1 The Shares are currently listed only on the BSE. The Acquirer is seeking to delist the Shares from the BSE.

6. MANAGER TO THE DELISTING OFFER

6.1 The Acquirer has appointed Morgan Stanley India Company Private Limited having its office at 18F/19F, Tower 2,

One Indiabulls Centre, 841, Senapati Bapat Marg, Mumbai 400013, India, as the Manager to the Delisting Offer.

7. REGISTRAR TO THE DELISTING OFFER

7.1 The Acquirer has appointed Link Intime India Private Limited having its office at C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (West), Mumbai-400 078, India, as the Registrar to the Delisting Offer.

8. DETERMINATION OF THE FLOOR PRICE

8.1 The Acquirer proposes to acquire the Shares from the Public Shareholders pursuant to a reverse book-building

process established in terms of Schedule II of the Delisting Regulations.

8.2 With effect from March 24, 2015, the Amended Regulations came into force inter-alia amending provisions relating

to computation of floor price. In light of the Amended Regulations, the Acquirer vide its letter dated May 15, 2015

sought clarification of SEBI on the computation of floor price for this Delisting Offer. SEBI vide its letter dated May 28,

2015 (“SEBI Letter”) has clarified that the floor price for this Offer shall be the higher of (a) the floor price computed

in accordance with the Delisting Regulations prior to the Amended Regulations coming into effect (“Method 1”); and

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(b) Regulation 8 of the Takeover Regulations with reference to the BSE Notification Date (“Method 2”). Computation

under each method is set out below in more detail.

8.3 Method 1

(a) The Shares are listed on the BSE and are frequently traded on the BSE within the meaning of Regulation

15(2) of the Erstwhile Delisting Regulations (i.e. Delisting Regulations prior to the Amended Regulations

coming into effect). The annualized trading turnover based on the trading volume in the Shares on BSE

during October 1, 2013 to March 31, 2014 (6 calendar months prior to the month of the BSE Notification

Date) is as under:

Stock Exchange

Total Number of equity shares traded during six calendar months (between October 2013 to March 2014)

Total Number of Equity Shares Outstanding as of March 2014

Annualized trading turnover (as a % of total listed Shares)

BSE 287,296 3,900,000 14.73%

Source: BSE website

(b) Accordingly, in terms of Regulation 15(2) of the Erstwhile Delisting Regulations, the floor price shall not

be less than the average of the weekly high and low of the closing prices of the Shares for the twenty-

six week period and the two-week period prior to the BSE Notification Date as quoted on the BSE. Such

computation is set out below:

Particulars Price per Share

The average of the weekly high and low of the closing prices of the Shares on the BSE during the twenty-six weeks preceding the BSE Notification Date i.e. April 26, 2014.

680.52

The average of the weekly high and low of the closing prices of the Shares on the BSE during the two-weeks preceding the BSE Notification Date i.e. April 26, 2014.

701.71

Source: BSE website

(d) Based on the above the relevant price for computation would be Rs. 701.71 per Share.

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8.4 Method 2

(a) The Shares are listed on the BSE and are infrequently traded on the BSE as per the definition of ‘frequently

traded shares’ set out in Regulation 2(1)(j) of the Takeover Regulations. The trading turnover based on the

trading volume in the Shares on BSE during April 2013 to March 2014 (12 calendar months preceding the

calendar month prior to the BSE Notification Date) is as under:

Stock Exchange

Total Number of Shares traded during 12 calendar months (between April 2013 – March 2014)

Total Number of Shares during this period

Trading turnover (as a % of total listed Shares)

BSE 313,154 3,900,000 8.0%

Source: The BSE website

(b) Accordingly, in terms of Regulation 8 of the Takeover Regulations with reference to the BSE Notification

Date, the floor price shall be higher of the following:

(a) the highest negotiated price per Share for any acquisition under the agreement attracting the obligation to make a public announcement of an open offer

Not applicable

(b) the volume-weighted average price paid or payable for acquisitions, whether by the Acquirer or by any person acting in concert with him, during the fifty-two weeks immediately preceding the BSE Notification Date

Not applicable

(c) the highest price paid or payable for any acquisition, whether by the Acquirer or by any person acting in concert with him, during the twenty six weeks immediately preceding the BSE Notification Date

Not applicable

(d) the volume-weighted average market price of such Shares for a period of sixty trading days immediately preceding the BSE Notification Date, provided such shares are frequently traded

Not applicable

(e) where the shares are not frequently traded, the price determined by the acquirer and the manager to the open offer taking into account valuation parameters including, book value, comparable trading multiples, and such other parameters as are customary for valuation of shares of such companies

(Source: Valuation Report dated May 29, 2015 provided by R D Sarfare & Co, Chartered Accountants)

655.66#

(f) the per share value computed under Regulation 8(5) of the Takeover Regulations Not applicable

# R D Sarfare & Co, Chartered Accountants (Address: 305, 3rd Floor, D/8, Shan Bldg., Sion (East), Mumbai

– 400 037; Tel. No. 022 2292 5534; membership registration number: 140399) in its valuation report dated

May 29, 2015, has confirmed the floor price of Rs. 655.66 of the Shares.

8.5 Accordingly, as per the SEBI Letter, the floor price for the reverse book-building process for the Delisting Offer

has been determined by the Acquirer to be Rs. 701.71 per Share (“Floor Price”), being the higher of Method 1 and

Method 2.

8.6 The board of directors of the Acquirer by its resolution dated April 25, 2014 had approved the Delisting Offer and

had resolved that an acquisition of Shares from the Public Shareholders pursuant to the Delisting Offer may be made

at an indicative price of Rs. 1,150 per Share (“Indicative Price”). However, the Indicative Price is neither a ceiling

nor a maximum price for the purposes of the reverse book-building process under the Delisting Regulations, and

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the Public Shareholders are free to tender their Shares at any price higher than the Floor Price. The Acquirer has

however clarified that this should in no way be construed as:

(a) a commitment by the Acquirer to acquire all or any Shares tendered in the Delisting Offer if the Discovered

Price (defined in Section 9.2 of this PA) is equal to or less than the Indicative Price; or

(b) a commitment by the Acquirer that the Acquirer will acquire Shares at the Indicative Price despite the

Discovered Price being less than the Indicative Price; or

(c) a restriction on the board of directors of the Acquirer to approve an acquisition of Shares from the Public

Shareholders at a price more than the Indicative Price.

9. DETERMINATION OF THE DISCOVERED PRICE AND EXIT PRICE

9.1 All Public Shareholders may tender their Shares during the Bid Period (as defined in Section 12.1 herein below).

9.2 The final offer price shall be determined as per the reverse book-building process prescribed under the Delisting

Regulations. In accordance with such reverse book-building process, the final offer price shall be determined as

the price at which Shares accepted through eligible bids results in the shareholding of the Acquirer reaching 90%

of the Share Capital (the “Discovered Price”).

9.3 The Acquirer is under no obligation to accept the Discovered Price. The Acquirer may, at its discretion, acquire

the Shares at the Discovered Price or at a price higher than the Discovered Price. Such price at which the Delisting

Offer is accepted by the Acquirer (which price shall be equal to or more than the Discovered Price) is referred to in

this Offer Letter as the “Exit Price”.

9.4 The Acquirer shall announce the Discovered Price and its decision to accept or reject the Discovered Price. If

accepted, the Acquirer shall also announce the Exit Price, as applicable, in the same newspapers in which the PA

appeared in accordance with the schedule of activities set out in Section 16 of this Offer Letter.

9.5 Once the Acquirer announces the Exit Price, the Acquirer will acquire, subject to the terms and conditions of the

PA and the Offer Letter, all the Shares validly tendered up to and equal to the Exit Price, for a cash consideration

equal to the Exit Price for each Share tendered.

9.6 If the Acquirer does not accept the Discovered Price, the Acquirer will have no right or obligation to acquire any

Shares tendered pursuant to the Delisting Offer and the Delisting Offer will not be proceeded with. In such case, the

Shares deposited in the Special Depository Account specified in Section 13.4 of this Offer Letter will be returned

to the respective Public Shareholders.

10. CONDITIONS TO THE DELISTING OFFER

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

10.1 the Acquirer either accepting the Discovered Price or offering an Exit Price higher than the Discovered Price, and

a minimum of 586,763 Shares being validly tendered and accepted at or below the Exit Price;

10.2 no amendments to the Delisting Regulations or any applicable regulations or an order of a court or other authority

or any other circumstance taking place, which in the opinion of the Acquirer would prejudice the Acquirer from

proceeding with the Delisting Offer; and

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10.3 The Acquirer obtaining all requisite regulatory approvals in accordance with Section 20 of this Offer Letter and

meeting the conditions set out in Regulation 17 of the Delisting Regulations (see Section 11 below).

11. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE DELISTING OFFER

As per Regulation 17 of the Delisting Regulations, the Delisting Offer shall be deemed to be successful if the following

conditions are met:

(a) after the Delisting Offer, the shareholding of the Acquirer taken together with the Shares accepted in the

reverse book-building process through eligible bids (“Bids”) at or below the Exit Price, reaches at least

3,510,000 Shares constituting 90% of the Share Capital;

(b) at least twenty five per cent of the Public Shareholders holding Shares in the dematerialized mode as on

April 26, 2014 (being the date on which the Board approved the Delisting Offer) have participated in the

reverse book-building process:

Provided that the requirement under sub-clause (b) shall not be applicable to cases where the Acquirer

and the Manager to the Offer demonstrate to the Stock Exchange that they have delivered the Offer Letter

for the Delisting Offer to all Public Shareholders either through registered post or speed post or courier

or hand delivery with proof of delivery or through email as a text or as an attachment to email or as a

notification providing electronic link or Uniform Resource Locator including a read receipt.

12. DATES OF OPENING AND CLOSING OF BID PERIOD

12.1 The period during which the Public Shareholders may tender their Shares to the Acquirer in the reverse book-

building process (the “Bid Period”) shall commence on June 3, 2015 (the “Bid Opening Date”) and close on June

9, 2015 (the “Bid Closing Date”). The Public Shareholders can submit their Bids at any of the Bid Centres by hand

delivery between 9:00 a.m. and 5:00 p.m. IST on any day during the Bid Period except on the Bid Closing Date

when bids will not be accepted beyond 3:00 p.m. IST. However, uploading of Bids on the online electronic system

facility provided by the BSE will be undertaken only between 10:00 a.m. and 3:00 p.m. IST on each day during the

Bid Period. The Acquirer will inform the Public Shareholders by issuing a corrigendum to the PA, if there are any

changes in the Bid Period.

12.2 Bids received after 3:00 p.m. IST on the Bid Closing Date will not be considered for the purpose of determining the

Discovered Price and for payment of Exit Price payable for the Shares accepted by the Acquirer pursuant to the

reverse book-building process.

13. DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURE

13.1 Public Shareholders may tender their Shares through an online electronic system facility, which will be provided by

the BSE. In this regard, the Acquirer has appointed SMC Global Securities Ltd. as the “Trading Member” to facilitate

the lodging of Bids on behalf of the Public Shareholders.

13

13.2 The details of centres of the Trading Member where the Bids can be submitted by hand delivery (“Bid Centres”) are

as follows:

Branch Address Tel No. Fax No. Contact Person

Mumbai- Malad

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

022 - 67341600 - 1626 / 1655

022- 28805606

Mrs Divya Pramod / Mrs Hetal Karia

Mumbai- Fort

258, 1st Floor, Perin Nariman Street, Near to Union Bank, Fort Mumbai-400 001 022-66067500 Mr.Sachin Sawant

Mumbai- Ghatkopar

Office No 12 , 2nd Floor , Neelkanth Market , Above Hotel Pooja , M G Road, Ghatkopar (East) , Mumbai - 400077

022-32263924-25/27-28,31 Mr.Dinesh Gopalani

Delhi -111/6B, Shanti Chamber, Pusa Road, New Delhi 110 005 0113011 1000-101

011-25759562

Mr. Devendra Mani Dwivedi

Delhi NCR - Noida106- Ocean Plaza , P -5 , Sec - 18, Noida -201301

0120-3918705, -06, 3040502 Mr.S. C . Aggarwal

Delhi NCR - Gurgaon

1st Floor, 1x20, ILD Trade centre , Sector - 47 , Shona Road , Gurgaon - 110018 0124 - 4240474 Mr.Pankaj Saini

Delhi NCR - Ghaziabad

96, 1st Floor , Ambedkar Road , Ghaziabad , Uttar Pradesh -201001

09312675903/ 0120-6585211-218

Mr.Harish Kumar Shishodia

Kolkata

18, Rabindra Sarani, Poddar Court Gate no. 4, 5th Floor, Kolkata 700 001 0333984 7000-36

033-39847004 Mr. Sanket Bera

Bengaluru

No. 2003/2, 2nd Floor ”Omkar”, Indiranagar, 100 Feet Road, HAL 2nd Stage, Above TATA Docomo office, Bengaluru 560 038 080 –33401433/34,

Mr. Syama Lendu Patro

Chennai

Salzburg Square, Flat No. 1, III 3rd Floor, Door No. 107, Harrington Road, Chetpet, Chennai 600 031 0443910 9122-121 Mr. V Murali

Ahmedabad

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

079 - 66614712 / Extn- 124 Mr. Nishit Shah

Surat

505-506, Sakar-1 Shopping Compex,Opp-Raj Empire, Bhatar Road, Surat-395007 0261-4005017 Mr.Vikas Mishra

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Vadodara

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

0265 – 2023948, 09662528391/93/95, Mr.Brijesh Gohil

Pune

Office no 3, Durgashankar Buliding,Behind Ketan Medical,J.M. Road,Pune - 411004. 020 - 67272900

Mr.Manoj Sadhankar

Jaipur

201-B, IInd Floor, Shyam Anukampa Complex, Opp. HDFC Bank, Ashok Marg, Ahinsa Circle, C-Scheme, Jaipur-302001

0141 – 3000222 /255/211

Mr. Manish Sharma/ Mr.Anil Bansal

Lucknow

Radha Krishna Bhavan , 2nd Floor, Opposite Civil Hospital, 5 Park Road, Lucknow - 226001 0522-4155888 Mr. Deepak Chilkoti

Public Shareholders may submit their Bids by completing the bid-cum-acceptance forms accompanying the Offer

Letter (“Bid Forms”) and submitting these Bid Forms to the Trading Member at any of the Bid Centres set out above

by hand delivery during the Bid Period. Bid Forms submitted by hand delivery may be delivered to the Bid Centres

during the following hours: from 9:00 a.m. to 5:00 p.m. IST on all days during the Bid Period except on the last

day of the Bid Period, i.e., June 9, 2015, on which date the Bid Forms will not be accepted beyond 3:00 p.m. IST.

However, uploading of Bids on the online electronic system facility provided by the BSE will be undertaken only

between 10:00 a.m. and 3:00 p.m. IST on each day during the Bid Period.

13.3 Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid Centres are

located) may also submit their Bids by registered post or courier (at their own risk and cost), clearly marking the

envelope “Fulford (India) Limited Delisting Offer”, so as to ensure that their Bids are delivered to the Trading Member

on or before 3:00 p.m. IST on June 9, 2015 at the following address:

SMC Global Securities Ltd

1st Floor, Dheeraj Sagar,

Opp. Goregon Sports Club,

Link Road, Malad (W),

Mumbai-400064, India

Office: +91 22 67341600

Under no circumstances should the Bids be dispatched to the Acquirer or the Company or to the Registrar to the

Offer or to the Manager to the Offer. If duly filled Bid Forms arrive before the Bid Period opens, the Bid will still be

valid, provided that the Trading Member will not submit the Bid until the commencement of the Bid Period.

13.4 The Manager to the Offer has opened a special depository account with SMC Global Securities Ltd. (the “Special

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Depository Account”), details of which are as follows:

Depository Account Name FULFORD DELISTING SHARE ESCROW ACCOUNT BY MORGAN STANLEY

FULFORD DELISTING SHARE ESCROW ACCOUNT BY MORGAN STANLEY

Depository Participant SMC GLOBAL SECURITIES LTD. SMC GLOBAL SECURITIES LTD.

Depository Identification No. 12019101 IN303655

Client Identification No. 02430446 10004337

Depository Name CDSL NSDL

13.5 In order for Bids to be valid, Public Shareholders, who hold Shares in dematerialized form, should transfer their Shares

from their respective depository accounts to the Special Depository Account. All transfers should be in off-market

mode. A photocopy of the depository participant instruction, duly acknowledged by such depository participant

of the Public Shareholder (“Depository Participant Instruction”), should be attached to the Bid. Alternately, Public

Shareholders may mark a pledge for the same to the Manager to the Offer in favour of the said Special Depository

Account and enclose along with their Bid Forms, a photocopy of the pledge instructions to their depository participant

with the due acknowledgement of such depository participant.

13.6 It is the responsibility of Public Shareholders to ensure that their Shares are credited to or pledged in favour of the Special

Depository Account on or before 3:00 pm on the Bid Closing Date i.e. June 9, 2015.

13.7 In order for Bids to be valid, the Public Shareholders who hold Shares in physical form should send their Bid Form

together with the share certificate and duly executed share transfer deed to the Trading Member by hand delivery

or registered post or courier so as to reach the Trading Member on or before 3:00 p.m. IST on or before the Bid

Closing Date i.e. June 9, 2015. The Trading Member shall immediately, after entering their Bids on its system, send

the said documents to the Registrar to the Offer for confirming their genuineness. The Registrar to the Offer shall

deliver the Share certificates which are found to be genuine to the Manager to the Offer. Bids in respect of the Share

certificates which are found to be not genuine shall be deleted from the system. The transfer deed should be in

favour of “Dashtag”. A share transfer deed will be dispatched along with the Offer Letter to all Public Shareholders

holding Shares in physical form.

13.8 The Manager to the Offer will hold in trust the Share certificates, Shares lying in credit of the Special Depository

Account and the share transfer deed(s), until the Acquirer completes its obligations under the Delisting Offer in

accordance with the Delisting Regulations.

13.9 The ISIN for the Shares of the Company is INE521A01017.

13.10 If any Public Shareholder 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 in this Offer Letter, clearly marking the envelope “Fulford (India) Limited

Delisting Offer”. Alternatively, such Public Shareholder may obtain copies of Bid Forms at the Bid Centres mentioned

above or may download the same from the BSE website i.e., www.bseindia.com.

13.11 The Shares to be acquired under the Delisting Offer are to be acquired free from all liens, charges and encumbrances

and together with all rights attached thereto. Shares that are subject to any charge, lien or encumbrance are liable

to be rejected.

13.12 It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals

16

(including corporate, statutory and regulatory approvals) prior to tendering their Shares in the Delisting 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 Shares, failing which the Bid may be considered

invalid and may be liable to be rejected or there may be delays in the payment of consideration to such Public

Shareholders. On receipt of the Shares in the Special Depository Account, the Acquirer shall assume that the

eligible Public Shareholders have submitted their Bids only after obtaining applicable approvals, if any. The Public

Shareholders should attach a copy of any such approval to the Bid. The Acquirer reserves the right to reject those

Bids which are submitted without attaching a copy of such requisite approvals.

13.13 In accordance with Clause 5 of Schedule II of the Delisting Regulations, Public Shareholders who have tendered their

Shares by submitting Bids pursuant to the terms of the PA and this Offer Letter, may withdraw or revise their Bids

upwards no later than one day before the Bid Closing Date. Downward revisions of Bids shall not be permitted. Any

such request for upward revisions or withdrawal of the Bids can only be exercised by submitting the bid revision /

withdrawal form (“Bid Revision / Withdrawal Form”) accompanying the Offer Letter which should reach the Trading

Member on or before 3:00 p.m. one day before the Bid Closing Date i.e. June 8, 2015. Any such request for upward

revision or withdrawal of the Bids received after 3:00 p.m. on June 8, 2015 will not be accepted.

13.14 Public Shareholders are requested to submit the following documents along with Bid Form:

All resident and non-resident Public Shareholders should submit the following documents:

Category Documents

Physical Form Dematerialized Form

All Shareholders: Residents and Non-Residents

1. The Bid Form duly filled and signed by all Public Shareholders whose names appear on the Share certificate.

1. The Bid Form duly filled and signed by the Public Shareholders.

2. Original Share certificate(s). 2. The copy of the Depository Participant Instructions / copy of acknowledged pledge creation slip.

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

-

In the event that Shares are being tendered on behalf of the Public Shareholders by power of attorney holders (“PoA Holders”), the Bid Forms and the Share transfer deeds, where applicable, shall be signed by the PoA Holders. Further, a copy of the power of attorney executed in favour of the PoA Holders shall also be provided in the event that such power of attorney is not already registered with the Company or the Registrar to the Offer or the Company’s share transfer agent.

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ONLY non-resident Public Shareholders should submit the following additional documents, as applicable to them. Please note that the following additional documents should be submitted irrespective of whether or not the Shares are in physical or dematerialized form.

N o n - r e s i d e n t Public Share-holders other than FII / FPI

1. Non-resident Public Shareholders tendering Shares should submit a copy of the per-mission received from RBI for the Shares held by them. If the Shares are held under the general permission of the RBI, non-resident Public Shareholders should furnish a copy of the relevant notification / circular pursuant to which the Shares are held and state whether the Shares are held on repatriable or non-repatriable basis.

2. NRI Public Shareholders tendering Shares and desiring to have the proceeds credited to a NRE account/ or FCNR account shall submit a copy of the relevant notification/ or circular pursuant to which the Shares are held and state if the Shares are held on a repatriable basis. NRI Public Shareholders shall also furnish (a) written confirmation from their bank con-firming that the Shares held by them were acquired from proceeds deposited in the NRO, NRE or FCNR account as the case may be OR (b) a copy of the statement of the NRO / NRE / FCNR account, as the case may be, maintained with the bank in India evi-dencing that that the Shares held by them were acquired from proceeds deposited in such account OR (c) bankers’ certificates certifying inward remittance of funds for the original acquisition of Shares held by them.

3. Non-resident Public Shareholders to provide No Objection Certificate (“NOC”) / Tax Clearance Certificate (“TCC”) from the Income Tax authorities for no deduction of tax or deduction of tax at a lower rate or on a lower amount.

Else,• A certificate from Chartered Accountant certifying if the Shares are held for more than

12 months along with proof of investment for deduction of tax on the gross considera-tion at the rate as applicable to long term capital gains, along with a copy of relevant pages of their respective depository account statement.

• NRI Public Shareholders in addition to the above, in order to seek benefit of the conces-sional rate of tax under Chapter XII-A of the IT Act, should enclose a certificate from a chartered accountant certifying that the Shares were purchased in convertible foreign exchange along with copy of banker’s certificate certifying inward remittance of funds.

4. If the Shares are held on investment or capital account and the benefit under the ar-ticle on capital gains in the Double Taxation Avoidance Agreement (“DTAA”) entered into between India and the non-resident Public Shareholder’s country of residence is intended to be claimed, then the Public Shareholder should provide self-attested copy of the Tax Residency Certificate (“TRC”) issued by the tax authorities of the country of residence stating that he/she/it is a tax resident of that country in terms of the DTAA en-tered into between India and his/her/its country of residence to avail the benefit under the DTAA. Where the said TRC does not contain all the particulars as prescribed under the IT Act such particulars should be provided by the Public shareholder.

5. Self-attested copy of PAN Card / PAN allotment letter.

6. OCB Public Shareholders to enclose Form OAC of the current year.

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FIIs / FPIs 1. Copy of the permission received from RBI for the Shares held by them. If the Shares are held under the general permission of RBI, the Public Shareholders should furnish a copy of the relevant notification / circular pursuant to which the Shares are held and state whether the Shares are held on repatriable or non-repatriable basis. FIIs / FPIs shall also furnish (a) written confirmation from their custodian confirming that the Shares held by them were acquired from proceeds deposited in the FII’s / FPI’s account maintained with the custodian in India OR (b) a copy of the statement of ac-count maintained with an authorized dealer in India evidencing that that the Shares held by them were acquired from proceeds deposited in such account being a foreign currency denominated account or special non-resident rupee account OR (c) bankers’ certificates certifying inward remittance of funds for the original acquisition of Shares held by them.

2. Self-attested copy of PAN Card / PAN allotment letter.

3. SEBI registration letter.

4. If the Shares are held on a trade account, FII / FPI Shareholders to enclose NOC / TCC from the Income tax authorities.

Providing false or fraudulent information in the Bid Form could result in proceedings by SEBI under the SEBI

(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 for dealing

in securities in a fraudulent manner, with consequences ranging from direction from SEBI to not access Indian

securities markets to monetary penalties up to Rs. 250,000,000.

14. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID

The Public Shareholders may submit their Bids to the Acquirer during the Bid Period. Additionally, once the Shares

have been delisted from the BSE, Public Shareholders, whose Shares have not yet been acquired by the Acquirer

may offer their Shares for sale to the Acquirer at the Exit Price for a period of one year following the date of the

delisting of the Shares from the BSE. A separate offer letter in this regard will be sent to these remaining Public

Shareholders who will be required to submit the required documents to the Registrar to the Offer within the stipulated

time.

15. DETAILS OF THE ESCROW ACCOUNT AND THE PROCEDURE FOR SETTLEMENT

15.1 The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs. 701.71 per Share

multiplied by the number of Shares outstanding with the Public Shareholders i.e., 976,763 Shares, is Rs. 685,404,364

(“Escrow Amount”).

15.2 In accordance with the Delisting Regulations, at the request of the Acquirer, Deutsche Bank AG, a scheduled

commercial bank, acting through its branch at ECE – House, 28, K. G. Marg, New Delhi – 110 001, also having a

branch at 2nd Floor, DB House, Hazarimal Somani Marg, Fort, Mumbai – 400 001 (“Escrow Bank”) has issued a bank

guarantee (“Bank Guarantee”) in favour of the Manager to the Offer for Rs. 1,906,629,000 representing an amount

in excess of 100% of the Escrow Amount.

15.3 On determination of the Discovered 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.

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15.4 If the Acquirer accepts the Discovered Price and offers an Exit Price, the Acquirer will open a special account with

the Escrow Bank and credit thereto, the entire amount due and payable as consideration in respect of the Shares

validly tendered in the Delisting Offer at the Exit Price.

15.5 All the Public Shareholders whose Bids are verified to be valid shall be paid the Exit Price, subject to the provisions

relating to TDS as provided in Section 21 of this Offer Letter, within 10 working days from the closure of the Delisting

Offer by way of a 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) and

will be dispatched to the Public Shareholders by registered post or speed post as the case may be, at the Public

Shareholder’s sole risk, and at the address registered with the Company.

15.6 Within 10 working days from the closure of the Delisting Offer, Share certificates for any invalid Bid will be dispatched

to the Public Shareholders by registered post or by speed post at the Public Shareholder’s sole risk. Shares held

in dematerialized form for any invalid Bid will be credited back to the respective beneficiary account with their

respective depository participants as per the details furnished by the beneficial owners in the Bid Form.

15.7 Where the Delisting Offer fails:

(a) the 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;

(b) no final application shall be made to the BSE for delisting of the Shares; and

(c) The Bank Guarantee shall be cancelled.

15.8 In the event of default by the Acquirer in fulfilling its obligations under the Delisting Regulations, the Manager to

the Offer has been authorised to realise the value of the Bank Guarantee as per the provisions of the Delisting

Regulations.

16. PROPOSED SCHEDULE FOR THE DELISTING OFFER

16.1 The proposed time table for the reverse book-building process is as follows:

Activity Day and Date

Resolution for delisting of Shares passed by the board of directors the Company Saturday, April 26, 2014

Date of publication of the Public Announcement Saturday, May 30, 2015

Specified Date* Saturday, May 30, 2015

Dispatch of Offer Letters and Bid Forms to Public Shareholders as on Specified Date Tuesday, June 2, 2015

Bid Opening Date Wednesday, June 3, 2015

Last Date for revision (upwards) or withdrawal of Bids Monday, June 8, 2015

Bid Closing Date (up to 3:00 pm) Tuesday, June 9, 2015

Last date for announcement of Discovered Price or Exit Price and Acquirer’s Acceptance or Non-acceptance of Discovered Price or Exit Price

Tuesday, June 16, 2015

Proposed date for payment of consideration# Thursday, June 18, 2015

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Proposed date for return of Shares to Public Shareholders in case of Bids not being accepted / failure of the Delisting Offer

Thursday, June 18, 2015

* Specified Date is only for the purpose of determining the name of the Public Shareholders as on such date to

whom the Offer Letter will be sent. However, all owners (registered or unregistered) of the Shares of the Company

are eligible to participate in the Delisting Offer any time before and on the Bid Closing Date.

# Subject to the acceptance of the Discovered Price or the Exit Price.

All the dates are subject to change and are dependent on obtaining all the requisite statutory and regulatory approvals

as may be applicable. In the event there is any change in the proposed timetable, it will be announced by way of

a corrigendum to the PA in the same newspapers in which the PA appeared.

17. STOCK MARKET DATA

17.1 The Shares are listed on the BSE.

17.2 The high, low and average market prices of the Shares of the Company for the preceding three years and the monthly

high and low prices and the volume of Shares traded in each month for the six months preceding the date of the

PA on the BSE are as follows:

Calendar Year High* (Rs.) Low* (Rs.) Average** (Rs.)

2014 2,112.0 666.6 1,341.0

2013 847.2 458.9 626.7

2012 952.9 466.8 747.4

* High / low of the daily closing prices during the period

** Average of the daily closing prices during the period

Source: www.bseindia.com

Month High* (Rs.) Low* (Rs.) Volume**

November 2014 2,112.0 1,692.0 92,120

December 2014 1,771.6 1,417.3 94,844

January 2015 1,663.2 1,534.8 12,359

February 2015 1,543.4 1,310.0 68,864

March 2015 1,415.3 1,274.8 69,170

April 2015 1,576.3 1,287.5 75,076

* High / low of the daily closing prices during the period

** Cumulative trading volume (number of shares) during the period

Source: www.bseindia.com

17.3 Monthly high and low prices and the volume of Shares traded in each month for the six months preceding April

26, 2014, which is the date on which the BSE was notified of the meeting of the board of directors of the Company

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in which the proposal of the Delisting Offer was considered are as follows:

Month High* (Rs.) Low* (Rs.) Volume**

Oct-13 537.0 470.0 53,910

Nov-13 630.0 550.0 9,132

Dec-13 723.0 589.0 40,860

Jan-14 887.9 700.0 119,626

Feb-14 739.4 682.4 10,692

Mar-14 748.4 666.6 53,076

* High / low of the daily closing prices during the period

** Cumulative trading volume (number of shares) during the period

Source: www.bseindia.com

18. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTTERN OF THE COMPANY

18.1 The Company has an authorised share capital of Rs. 50,000,000 divided into 5,000,000 Shares. The issued, subscribed

and paid-up equity share capital of the Company is Rs. 39,000,000 comprising 3,900,000 Shares of Rs. 10 each.

18.2 As on the date of this Offer Letter, the Company does not have any partly paid-up Shares or any convertible

instruments. The shareholding pattern of the Company as on March 31, 2015 is given below:

Category Number of Shares % of Share Capital

(a) PROMOTERS

- Acquirer 2,923,237 74.95%

(b) NON-PROMOTERS

Institutional investors

- Mutual funds / UTI 99,332 2.55%

- Financial institutions / banks 450 0.01%

- Insurance Companies 100 0.00%

Non-institutional investors

- Bodies corporate 90,177 2.31%

- Individuals 715,522 18.35%

Others

- Clearing Members 62,501 1.60%

- Non-Resident Indians 8,281 0.21%

- Overseas Corporate Bodies 300 0.01%

- Trusts 100 0.00%

Sub-total (b) 976,763 25.05%

TOTAL (a + b) 3,900,000 100.00%

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18.3 Other than the shareholding mentioned herein, the Acquirer or any of its directors do not hold any Shares, as on

the date of this Offer Letter.

19. LIKELY POST DELISTING CAPITAL STRUCTURE

The likely post delisting capital structure of the Company, assuming all the Shares are acquired from the Public

Shareholders pursuant to the Delisting Offer will be as follows:

Category Number of Shares % of Share Capital

(a) PROMOTERS

- Acquirer 3,900,000 100.00%

(b) PUBLIC SHAREHOLDERS 0 0.00%

TOTAL (a + b) 3,900,000 100.00%

20. STATUTORY APPROVALS

20.1 The Acquirer applied to the RBI and the FIPB inter-alia for their approval to acquire the Offer Shares at the Exit Price.

The RBI and FIPB granted their respective approvals vide their letters dated November 14, 2014 and September

10, 2014 respectively, subject to compliance with terms and conditions stated therein. The approval of the RBI

is based on the list of NRI Public Shareholders as on September 12, 2014. Acquisition of Shares from NRI Public

Shareholders who are not shareholders of the Company as on September 12, 2014 or OCB shareholders will require

fresh approval from the RBI, and such shareholders should submit the approval along with their bids.

20.2 To the best of the Acquirer’s knowledge, as on the date of this Offer Letter, there are no other statutory approvals

required to acquire the Shares under the Delisting Offer, other than as indicated above.

20.3 If any other statutory or regulatory approvals become applicable, the acquisition of the Shares by the Acquirer

pursuant to the Delisting Offer will be subject to such statutory or regulatory approvals.

20.4 It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals

(including corporate, statutory or regulatory approvals), if any, prior to tendering the Shares held by them in the

Delisting Offer, and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a

copy of any such approval to the Bid Form, wherever applicable.

20.5 The Acquirer reserves the right not to proceed with or withdraw the Delisting Offer in the event the conditions

mentioned in the Section 10 and 11 of this Offer Letter are not fulfilled, and if any of the requisite statutory approvals

are not obtained or conditions which the Acquirer considers in its sole discretion to be onerous are imposed in

respect of such approvals.

20.6 In the event that receipt of the statutory or regulatory approvals are delayed, changes to the proposed timetable,

if any, will be notified to shareholders by way of a corrigendum to the PA in the same newspapers in which the PA

appeared.

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21. TAX DEDUCTED AT SOURCE

Summary of various provisions related to tax deduction at source (“TDS”) under the IT Act.

21.1 All the Public Shareholders would 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 IT Act.

21.2 No tax is required to be deducted by the Acquirer on payment of consideration to resident Public Shareholders.

21.3 The rate of deduction of tax in the case of non-residents is dependent on various factors. Since the Acquirer does

not have in-house information in respect of various Public Shareholders, all the Public Shareholders have to specify

various details in the Bid Form including but not limited the following particulars:

a. Whether Public Shareholder is a resident or non-resident in India for the tax year under consideration

b. As a non-resident to which category the Public Shareholder belongs i.e. NRI, Foreign National (other than

NRIs), OCB / Non Domestic (Foreign) Company, FII / FPI qualifying as a company, FII / FPI other than a

company, or any other non-resident - category to be specified.

c. Whether the Shares are held on Investment / Capital Account or on Trade Account.

d. Where the Shares are held on Investment / Capital Account, whether the Shares qualify as long term capital

asset (held for more than 12 months) or short term capital asset (held for 12 months or less).

e. In case of NRIs, whether the Shares were acquired by the individual himself in convertible foreign exchange.

f. Date of acquisition of Shares.

In addition to the above, the Public Shareholders would have to enclose various applicable documents as may be

listed in the Bid Form to determine the TDS rate on the gross consideration payable.

21.4 The rate of deduction of tax at source for various sub categories of non-residents is tabulated below. The payment

of consideration to Public Shareholders would be made after deducting TDS on the gross consideration payable

as computed on the basis of the Exit Price determined as per Section 9.3 above.

Type of Recipient Long Term Capital Gains Short term Capital Gains / Business Income

Basic tax rate

Surcharge

Education Cess

Secondary and Higher Education cess Total

Basic tax rate

Surcharge

Education Cess

Secondary and Higher Education cess Total

(1) Other than FII / FPI1.1. Non-resident Indi-

ans (Individuals)(a) Shares

acquired by the individual himself with convert-ible foreign exchange

(b) Shares ac-quired in any other manner

1020

1010

22

11

11.3322.66

3030

1010

22

11

33.9933.99

24

1.2. Overseas Corporate Bodies / Non domestic company

20 5 2 1 21.63 40 5 2 1 43.26

1.3. Non-resident not cov-ered by 1.1. and1.2. above

20 10 2 1 22.66 30 10 2 1 33.99

21.6 As per the provisions of the Section 2(37A) (iii) of the IT Act for the purposes of deduction of tax under Section 195

of the IT Act, the rate or rates of income-tax specified in this behalf in the applicable Finance Act of the relevant year

i.e. 2015-2016 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, whichever is beneficial, would be the applicable rate of TDS. As per the provisions of section 196D(2) of

the IT Act, tax will not be deducted at source from any income, by way of capital gains arising from the transfer of

securities referred to in section 115AD of the IT Act and payable to FIIs / FPIs.

21.7 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, he/she/it 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 Acquirer

while submitting the Bid Form. In the absence of any such certificate from the income tax authorities, the Acquirer

will deduct tax at applicable TDS rates as aforesaid, and a certificate in the prescribed form shall be issued to that

effect.

21.8 In case of the documents/information as requested in the Bid Form are not submitted to the Acquirer or the Acquirer

considers the documents/information submitted to be ambiguous/incomplete/conflicting, the Acquirer reserves

the right to withhold tax on the gross consideration at the maximum marginal rate as applicable to the category of

the Public Shareholder.

21.9 The withholding tax provisions summarized above are applicable only to those non-resident Public Shareholders

who have obtained Permanent Account Number (PAN) under the IT Act and furnish the same in the Bid Form. No

securities transaction tax is payable on the Shares tendered in the Delisting Offer. A self-attested copy of PAN card

is also required to be attached as evidence.

21.10 In case PAN is not mentioned in Bid Form or copy of PAN card is not attached, tax @ 22.66% or at the applicable

TDS rate as mentioned in the table above, whichever is higher will be deducted at source.

The Acquirer, the Company and the Manager to the Offer do not accept any responsibility for the accuracy or

otherwise of such advice. Public Shareholders are advised to consult their tax advisors for the treatment applicable

in their case, and the appropriate course of action that they should take. The tax rates and other provisions may

undergo changes.

22. CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY.

The Board has certified that:

22.1 There has been no material deviation in utilisation of proceeds of issues of securities made during the five years

immediately preceding the date hereof, from the stated object of the issue.

25

22.2 All material information which is required to be disclosed under the provisions of the continuous listing requirements

under the listing agreement has been disclosed to the Stock Exchange.

23. COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Sachin A Gaikwad Address: Platina, 8th floor, Plot No. C-59, G-Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 098, India Tel: +91 22 6789 8888 Fax: +91 22 6789 8889 Email: sachin.gaikwad@merck.com

24. DISCLAIMER CLAUSE OF BSE

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 equity shares” should not in any way be

deemed or construed that the compliance with various statutory and other requirements by the Company, 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.

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 this Offer Letter 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.

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 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.

25. 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 offer and

tender of securities through the reverse book-building process whether by reason of anything stated or omitted to

be stated herein or any other reason whatsoever.

26. EXCHANGE RATE

Certain financial details contained in this Offer Letter quoted in Rupees are denominated in £ (United Kingdom

Pounds). The Rupee equivalent quoted in each case is calculated in accordance with the exchange rate quoted on

the RBI website as on May 28, 2015, namely £1 = Rs. 98.16.

26

Public Shareholders will be able to download the Offer Letter, the Bid Form and the Bid Revision / Withdrawal Form

from BSE’s website.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Morgan Stanley India Company Private Limited18F/19F, Tower 2, One Indiabulls Centre,

841, Senapati Bapat Marg, Mumbai400013, India

Tel: (91 22) 6118 1000Fax: (91 22) 6618 1040

Email: fulford_delisting@morganstanley.comContact Person: Najmuddin Saqib

SEBI Registration No: INM000011203

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound,

L.B.S.Marg, Bhandup West, Mumbai – 400078, India Ph.No.: +91-22-6171 5400 Fax No.:+91-22-2569 0329

Email: fulford.delisting@linkintime.co.in Contact Person: Mr. Ganesh Mhatre SEBI Registration No: INR000004058

Signed on behalf of the Acquirer

Sd/-

________________________________

Melissa Leonard, Director Date: May 29, 2015

Enclosure:

(i) Bid cum application form.

(ii) Bid revision/ withdrawal form.

(iii) Blank share transfer deed, if applicable.

27

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONPlease read this document along with the Public Announcement dated May 29, 2015 (“PA”) and the Offer Letter dated May 29, 2015 (“Offer Letter”) issued by Dashtag (“Acquirer”), since the terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, expressions in this Bid Revision / Withdrawal Form have the same meaning as defined in the PA and the Offer Letter.

DELISTING OFFER*

Bid Opening Date June 3, 2015 Wednesday

Last Date for Revision (Upwards) or Withdrawal June 8, 2015 Monday

Bid Closing Date June 9, 2015 Tuesday

Floor Price Per Share Rs. 701.71

BID REVISION / WITHDRAWAL FORM

In respect of Shares of Face Value of Rs. 10/- each of

FULFORD (INDIA) LIMITED pursuant to the Delisting Offer by Dashtag

(To be filled in by the Trading Member)

Bid Center Unique Identification Number Date

I / We hereby revoke any offer made in any Bid Form submitted prior to the date of this Bid Revision / Withdrawal Form in respect of the Shares of Fulford (India) Limited ("Company"). I/We hereby make a new offer to tender the number of Shares set out or deemed to be set out herein and on and subject to the terms and conditions, as applicable.1. Name of the Shareholder (in Block

Letters)

(Please write the names of the jointholders in the same order as appear-ing in the share certificate(s)/ demat account)

Holder Name PAN No.

Sole/ First

Second

Third

• REVISION OF BIDS: INCREASE IN THE NUMBER OF SHARES TENDERED

2. TO BE FILLED IN ONLY IF THE NUMBER OF SHARES HAVE BEEN INCREASED AS COMPARED TO NUMBER OF SHARES TEN-DERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM(Applicable only for additional Offer Shares tendered with a view to increasing the number of Shares tendered)

Sr. No. Folio No. Share Certificate Distinctive No. Number of Shares

From To

(If the space provided is inadequate please attach a separate continuation Sheet)Total

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28

3.

4.

TO BE FILLED IN ONLY IF THE NUMBER OF SHARES HAVE BEEN INCREASED AS COMPARED TO NUMBER OF SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALIZED FORM

(Applicable only for additional Offer Shares tendered with a view to increasing the number of Shares tendered)

Name of Depository Participant

Depository Participant's ID No.

Client ID No.

Date of execution / acknowledgementof delivery instruction (copy enclosed)

Number of Shares

Other enclosures, as applicable(Please tick (3))

Power of Attorney Others (Please specify)

Death Certificate Corporate Authorisation

· REVISION OF BIDS - REVISION OF BID PRICE. TO BE FILLED IN ONLY IF THE BID PRICE IS BEING REVISED UPWARDS

5.

6.

Details of Previous Bid and Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in Words

Number of Shares

Bid Price per Share (in Rs.)

Details of Revised Bid and Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in Words

Number of Shares

Bid Price per Share (in Rs.)

Signature

Sole / First Holder Second Holder Third Holder

29

CHECKLIST

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 BID REVISION / WITHDRAWAL FORM 1 BID REVISION / WITHDRAWAL FORM

2 COPY OF TRADING MEMBER ACKNOWLEDGEMENT SLIP OF THE ORIGINAL BID AND IN CASES WHERE AP-PLICABLE, COPY OF THE PREVIOUS BID REVISION CUM WITHDRAWAL FORM.

2 COPY OF TRADING MEMBER ACKNOWLEDGEMENT SLIP OF THE ORIGINAL BID AND IN CASES WHERE APPLICABLE, COPY OF THE PREVIOUS BID REVISION CUM WITHDRAWAL FORM.

3 IN CASE OF INCREASE IN NUMBER OF SHARES, COPY OF ACKNOWLEDGED DEMAT SLIP /COPY OF ACKNOWL-EDGED PLEDGE CREATION SLIP FOR ADDITIONAL SHARES TENDERED.

3 IN CASE OF INCREASE IN NUMBER OF SHARES, ORIGINAL SHARE CERTIFICATES AND TRANSFER DEEDS FOR AD-DITIONAL SHARES TENDERED. UNREGISTERED SHARE-HOLDERS TO ADDITIONALLY PROVIDE ORIGINAL BROKER CONTRACT NOTE AND VALID SHARE TRANSFER FORMS AS RECEIVED FROM THE MARKET, DULY STAMPED AND EXECUTED AS THE TRANSFEREE(S) ALONG WITH BLANK TRANSFER FORM DULY SIGNED AS TRANSFEROR(S) AND WITNESSED AT THE APPROPRIATE PLACE, IN RESPECT OF THE ADDITIONAL SHARES TENDERED THROUGH THE BID REVISION / WITHDRAWAL FORM.

5 OTHER DOCUMENTS, AS APPLICABLE, IN RESPECT OF THE ADDITIONAL SHARES TENDERED. PLEASE REFER TO THE OFFER LETTER / BID FORM FOR DETAILS OF DOCU-MENTS REQUIRED

4 OTHER DOCUMENTS, AS APPLICABLE, IN RESPECT OF THE ADDITIONAL SHARES TENDERED PLEASE REFER TO THE OFFER LETTER / BID FORM FOR DETAILS OF DOCUMENTS REQUIRED.

Notes:

1. All documents/remittances sent by/to the Shareholders will be at their risk and Shareholders are advised to adequately safeguard

their interests in this regard.

2. The Shareholders may withdraw or revise their Bids upwards not later than one day before the closure of the Bidding Period.

Downward revision of Bids shall not be permitted.

3. You must submit this Bid Revision/Withdrawal Form to the same Trading Member and the same Bid Center through whom your

original Bid Form was submitted. Please ensure that you enclose a copy of the acknowledgement slip relating to your previous Bid.

4. Please refer to the Offer Letter for details of documents.

5. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid, except which has

been revised under Bid Revision / Withdrawal Form.

_______________________________________ TEAR ALONG THIS LINE_____________________________________________________________

For any queries, please contact

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Morgan Stanley India Company Private Limited18F/19F, Tower 2, One Indiabulls Centre,841, Senapati Bapat Marg, Mumbai400013, IndiaTel: (91 22) 6118 1000Fax: (91 22) 6618 1040Email: fulford_delisting@morganstanley.comContact Person: Najmuddin SaqibSEBI Registration No: INM000011203

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S.Marg, Bhandup West, Mumbai – 400078, IndiaPh.No.: +91-22-6171 5400Fax No.:+91-22-2569 0329Email: fulford.delisting@linkintime.co.inContact Person: Mr. Ganesh Mhatre SEBI Registration No: INR000004058

6 In case you wish to tender additional dematerialized Shares, please ensure that you have instructed your depository participant (of the depository account in which your Shares are presently held) to deposit your additional Shares into the Special Depository Account of the Manager to the Offer. Alternatively, you may instruct the depository participant for marking a pledge in favour of the Manager to the Offer in respect of the additional Shares tendered. In case you wish to tender additional physical Shares, please

30

ensure that you attach the additional share certificates and the transfer deed along with the Bid Revision / Withdrawal Form. Unregistered Shareholders holding physical shares should, additionally, enclose (a) original broker contract note, (b) valid share transfer form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. Please ensure that the number of Shares tendered under the Bid Revision / Withdrawal Form is equal to the total number of Shares pledged/deposited into the Special Depository Account of the Manager to the Offer or the number indicated in the share certificate(s) attached and the transfer deed executed.

7. Shareholders holding Shares in dematerialized form are requested to tender the Shares under the Delisting Offer by crediting the Shares to the following Special Depository Account in OFF-MARKET MODE:

Depository Name CDSL NSDL

Special Depository Account Name FULFORD DELISTING SHARE ESCROW ACCOUNT BY MOR-GAN STANLEY

FULFORD DELISTING SHARE ESCROW ACCOUNT BY MORGAN STANLEY

Name of the Depository Participant SMC GLOBAL SECURITIES LTD. SMC GLOBAL SECURITIES LTD.

DP Identification Number 12019101 IN303655

Client Identification Number 02430446 10004337

8. In case of Shareholder(s) other than individuals, copy of power of attorney, board resolution, authorization, etc. as applicable and required in respect of support/verification of this Bid Revision / Withdrawal Form, shall also be provided, otherwise, the same shall be liable for rejection.

9. The number of Shares tendered under the Delisting Offer should match with the number of Shares specified in the share certificate(s) enclosed or Shares credited in the Special Depository Account under the respective client ID number.

10. The consideration shall be paid in the name of sole/first holder.

11. In case the Bids are not complete in all respects, the same may be liable for rejection.

12. FOR SUBMITTING THE BID REVISION / WITHDRAWAL FORM BY HAND DELIVERY: Please submit this Bid Revision / Withdrawal Form together with other necessary documents referred to above by hand delivery to the same Trading Member and at the same Bid Center where the original Bid Form was submitted on or before 3:00 p.m. on June 8, 2015, i.e. one day before Bid Closing Date. Please refer to the Offer Letter for the list of Bid Centers.

13. FOR SUBMITTING THE BID FORM BY REGISTERED POST: In case you reside in an area where no Bid Centers are located and/or you had originally tendered your Shares under the Delisting Offer by post/ courier, you may submit your Bid Revision/ Withdrawal Form by registered post (at your own risk and cost) so as to ensure that the Bid Revision / Withdrawal Form is delivered to the Trading Member on or before 3:00 p.m. on June 8, 2015, i.e. one day before Bid Closing Date.

14. Any such request for revision or withdrawal of Bids received after 3:00 p.m. on June 8, 2015, i.e. one day before the Bid Closing Date will not be accepted. Under no circumstances should the Bid Revision / Withdrawal Form be dispatched to the Acquirer or the Company, or to the Registrar to the Offer or to the Manager to the Offer.

_________________________________________________ TEAR ALONG THIS LINE_______________________________________________________

ACKNOWLEDGEMENT SLIP Link Intime India Pvt. Limited, Unit: Fulford (India) Limited Delisting Offer

(To be filled in by the Shareholder) (Subject to verification)

Received from a Bid Revision / Bid Withdrawal Form for fully paid up Shares of FULFORD (INDIA) LIMITED at a Bid Price of Rs. Per Share

DEMAT SHAREHOLDER PHYSICAL SHAREHOLDERDP ID NO FOLIO NUMBER

CLIENT ID NO SHARE CERTIFICATE NO

NUMBER OF SHARES

NUMBER OF SHARES

Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENTUNIQUE IDENTIFICATION NUMBERDATESIGNATURE

31

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONPlease read this document along with the Public Announcement dated May 29, 2015 and published on May 30, 2015 (“PA”) and the Offer Letter dated May 29, 2015 (“Offer Letter”) issued by Dashtag (“Acquirer”), since the terms and conditions of the PA and the Offer Letter are deemed to have been incorporated in and form part of this document. Unless the context otherwise requires, capitalized expressions in this Bid cum Acceptance Form / Bid Form have the same meaning as defined in the PA and the Offer Letter.

BID CUM ACCEPTANCE FORM (In respect of Shares of Face Value of Rs. 10/- each of

FULFORD (INDIA) LIMITED pursuant to the Delisting Offer by Dashtag

Bid Opening Date Last Date for Revision (Upwards) or Withdrawal Bid Closing Date

Wednesday, June 3, 2015 Monday, June 8, 2015 Tuesday, June 9, 2015

Floor Price

Rs. 701.71

(To be filled in by the Trading Member)

Bid Center Unique Identification Number Date

The Board of Directors Dashtag Dear Sir(s)/Madam(s),

Re: Delisting Offer for fully paid up Shares of Fulford (India) Limited (“Company”) by the Acquirer through reverse book building process (“Delisting Offer”). The Floor Price for the Delisting Offer has been determined as Rs. 701.71 per Share.

1· I/We, having read and understood the terms and conditions set out below, in the PA and in the Offer Letter, hereby tender my/our Shares in response to the Delisting Offer.

2· I/We understand that the Trading Member to whom this Bid Form is sent, is authorized to tender the Shares on my/our behalf and the Shares tendered under the Delisting Offer shall be held in trust by the Manager to the Offer until the time of the dispatch of payment of consideration calculated at Discovered /Exit Price and/ or the Shares are returned.

3· I/We hereby undertake the responsibility for the Bid Form and the Shares tendered under the Delisting Offer and I/we hereby confirm that the Acquirer/Manager to the Offer or the Registrar to the Offer or the Trading Member shall not be liable for any delay/loss in transit resulting in delayed receipt or non-receipt of the Bid Form along with all requisite documents by the Trading Member, or delay/failure in credit of Shares to the Special Depository Account within due time, due to inaccurate/incomplete particulars/instructions or any reason whatsoever.

4· I/We understand that this Bid is in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009 and any amendments thereto (“Delisting Regulations”) and all other applicable laws, by way of reverse book building process and the Acquirer is not bound to accept the Discovered Price.

5· I/We also understand that the payment of consideration will be done, if the Bids are accepted, after due verification of Bids, documents and signatures. I/We also understand that should I/we fail to furnish all relevant documents as set out in this Bid cum Acceptance Form, the PA or the Offer Letter, this Bid may be considered invalid and may be liable to be rejected or there may be delays in making payment of consideration to me/us.

6· I/We hereby confirm that I have never sold or parted/dealt with, in any manner, the Shares tendered under the Delisting Offer and these Shares are free from any lien, equitable interest, charges and encumbrances, whatsoever.

7· I/We hereby declare that there are no restraints/injunctions, or other order of any nature which limits/restricts my/ our rights to tender these Shares and I/we are the absolute and only owner of these Shares and legally entitled to tender the Shares under the Delisting Offer.

8· I/We hereby declare that, if for any reason, the income tax authorities were to make a claim and/or seek to recover any tax, interest or penalty from the Acquirer (where such claim or recovery pertains to, or is relatable to, my/our tax liability), in connection with the Shares tendered by me/us under this Delisting Offer, I/we agree to indemnify the Acquirer for the same along with costs related thereto.

9· I/We authorize the Acquirer, Manager to the Offer and Registrar to the Offer to send the payment of consideration by way of crossed account payee cheque/demand draft/pay order through way of crossed account payee cheque/ demand draft/pay order through registered post or speed post, as the case may be/ ECS/RTGS/NEFT/Direct Credit, and at the address registered with the Company.

10· I/We undertake to return the amount received by me/us inadvertently, immediately.

11· I/We agree that upon acceptance of the Shares by the Acquirer, tendered by me/us under the Delisting Offer, I/ we would cease to

32

enjoy all right, title, claim and interest whatsoever, in respect of such Shares of the Company.

12· I/We authorize the Acquirer to accept the Shares so offered, which it may decide to accept in consultation with the Manager to the Offer and in terms of the Offer Letter.

13· I/We further authorize the Acquirer to return to me/us, the Share certificate(s) in respect of which the Offer is found not valid or is not accepted, specifying the reasons thereof and in the case of dematerialized Shares, to the extent not accepted will be released to my depository account at my/our sole risk.

14· I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be required in connection of the Delisting Offer and agree to abide by the decisions taken in accordance with the applicable laws, rules and regulations.

15· I/We acknowledge and confirm that all the particulars/statements given herein are true and correct.

Box 1. Name (in BLOCK LETTERS)

Holder Name Permanent Account Number (PAN)

(Please write the names of the joint holders in the same order as appearing in the share certificate(s) / demat account)

Sole / FirstSecond

Third

Box 2. Contact Number(s) Tel No: with STD Code Mobile No:

Box 3. Full Address of the First Holder(with pin code)

Box 4. Email address

Resident1 Non-Resident1

1Residential status as determined on the basis of criteria laid down in Section 6 of the Income Tax Act, 1961 Box 5. Type of Investor Please tick

(3) the box to the right of the appropriate category.

Individual NRI – RepatriableHUF NRI – Non RepatriableTrust Individual (other than NRI)Domestic Company FII / FPI – CorporateMutual Fund FII / FPI – OthersBanks Foreign CompanyFI OCBOthers (Please specify) Others (Please specify)

Box 6. (A) FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORMDetails of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed.

Sr. No.

Folio No. Share Certificate(s) No.

Distinctive Number Number of SharesFrom To

If the space provided is inadequate please attach a separate continuation sheet)

Total:

B) FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM

Details of demat account and delivery instruction executed in favour of Special Depository Account. Please ensure that your Shares are credited into the Special Depository Account in OFF MARKET MODE.Name of the DepositoryName of Depository ParticipantDepository participant's ID No.Client ID No.Date of execution/acknowledgement of delivery instruction (copy enclosed)Number of Shares

Box 7. Other enclosures, as applicable (Please tick (3) the box to the right of the appropriate category)

Power of Attorney Others (Please specify)Death Certificate Corporate Authorization

33

Box 8. Details Of Bank AccountIn order to avoid any fraudulent encashment in transit of the cheque, pay order or demand draft issued by the Acquirer or as the case may be ECS/RTGS/NEFT/Direct Credit towards the consideration payable for the Shares tendered under this Bid Form, please fill the following details of the sole Shareholder's bank account (or, in the case of joint holders, the first-named holder's bank account) and any consideration payable will be paid by issuing an instrument carrying the details of the bank account so provided.If you do not provide the following details or the details provided are different from those received electronically from the your depository participant, any consideration payable will be sent to the first/sole Shareholder based on details ob-tained from the first/sole Shareholders' depository participant (however, there will be no obligation on the Acquirer or Manager to the Offer or Registrar to the Offer to do the same), or without such details.Name of the BankBranch address (including country)Account No.Savings/Current/Others (Please Specify)MICR CodeIFSC Code

Box 9. Tax Certification (Non Resident Indians ("NRIs") / Overseas Corporate Bodies ("OCBs") / Foreign Institutional Investors ("FIIs") / Foreign Portfolio Investors (“FPI”) /Foreign Nationals, Foreign Companies, etc. / Non-Resident Shareholders ONLY)

Please refer to the Offer Letter for details regarding tax to be deducted at source. Shareholders are also advised to consult their tax advisors in their case, and the appropriate course of action that they should take.I/We certify that the Shares referred to in Box 6 are held: (please tick (3))

On Investment / Capital Account On Trade Account / to be taxed as Business Profits

I/We certify that the tax deduction on the Shares referred to in Box 6 is to be deducted on account of : (Please tick (3) as ap-plicable)

Short Term Gains Long Term Gains Business Profits

Note: In case the Shares are held on Investment / Capital account and the benefit of the Article on Capital Gains in the Double Taxation Avoidance Agreement ("DTAA") is proposed to be obtained; then please confirm as under : (Please tick (3) if applicable) ( ) I / we hereby certify that I / we are eligible to claim the benefits of a DTAA in force and that I / we have satisfied all the condi-tions as specified therein to claim the said benefitsNote: Where the Shares tendered comprise both long term capital asset and short term capital asset please furnish a statement showing computation of the break up into short term capital gains and long term capital gains. In the case of NRIs only, where the Shares, have been acquired / purchased with or subscribed to in convertible foreign exchange and the Shareholder wants to certify himself as having opted / not opted out of Chapter XII-A of the Income Tax Act, 1961 then please tick () in the appropri-ate box below I certify that:( ) I have not opted out of Chapter XII-A of the Income Tax Act, 1961( ) I have opted out of Chapter XII-A of the Income Tax Act, 1961Date of Acquisition of Shares:

Box 10. Details of Bid and Shares tendered in pursuant to the Delisting Offer

You should insert the number of Shares you wish to tender and the price per Share at which you are tendering the same (your "Bid Price") in the space provided below. If your Bid Price is less than the Floor Price which is Rs. 701.71 per Share, you will be deemed to have ten-dered your Shares at Rs. 701.71 per Share.I/We hereby tender to the Acquirer, the number of Shares at the Bid Price as specified below in accordance with, and subject to the terms and conditions herein, the Offer Letter and PA:

Figure in Numbers Figure in Words

Number of Shares

Bid Price per Share (in Rs.)

Signature Sole / First Holder Second Holder Third Holder

Note:In case of joint holdings, all holders much sign. In case of bodies corporate a stamp of the Company should be affixed and necessary board resolution authorizing the submission of this Bid Form should be attached.

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For tax deduction at source purposes

I/We have enclosed the following documents that are applicable to me/us (Please tick (3))

Self-attested Copy of Permanent Account Number (PAN) Letter / PAN Card

No objection certificate / Tax clearance certificate from income tax authorities issued under Section 195(3) or under Sec-tion 197 of the Income Tax Act, 1961 in originalRBI approvals for holding the Shares referred to in Box 6 of this Bid Form

Self-attested Copy of the FII / FPI registration certificate issued by Securities and Exchange Board of India

Self-attested Copy of the tax residency certificate issued by the tax authorities of the country of residence as applicable and Form 10F as per Rule 21AB(1) of Income-tax rules, 1962 read with section 90(5) of Income-tax Act, 1961

Documents to be submitted along with the Bid cum Acceptance Form:

1. Non-resident Shareholders should enclose a copy of the permission received from RBI for the Shares held by them. If the Shares are held under the general permission of RBI, the non-resident Shareholder should furnish a copy of the relevant notification / circular pursuant to which the Shares are held and state whether the Shares are held on repatriable or non-repatriable basis.

2. Shareholders (including NRIs, OCBs and FIIs / FPIs) should also enclose a consent letter indicating the details of transfer i.e. number of Shares to be transferred, the name of the Company whose Shares are being transferred i.e. “Fulford (India) Limited” and the price at which the Shares are being transferred i.e. “Price determined in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009” duly signed by the Shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.

3. NRIs holding Shares on non-repatriable basis and OCBs shall also enclose a copy of the permission received from the RBI, if any, for tendering their Shares in the Offer.

4. NRIs, OCBs, FIIs / FPIs and non-resident Shareholders are required to furnish bankers’ certificates certifying inward remittance of funds for their original acquisition of Shares of the Company. NRIs are also required to furnish (a) written confirmation from their bank confirming that the Shares held by them were acquired from proceeds deposited in the NRO, NRE or FCNR account as the case may be OR (b) a copy of the statement of the NRO / NRE / FCNR account, as the case may be, maintained with the bank in India evidencing that that the Shares held by them were acquired from proceeds deposited in such account OR (c) bankers’ certificates certifying inward remittance of funds for the original acquisition of Shares held by them. FIIs / FPIs are also required to furnish (a) written confirmation from their custodian confirming that the Shares held by them were acquired from proceeds deposited in the FII’s / FPIs account maintained with the custodian in India OR (b) a copy of the statement of account maintained with an authorized dealer in India evidencing that that the Shares held by them were acquired from proceeds deposited in such account being a foreign currency denominated account or special non-resident rupee account OR (c) bankers’ certificates certifying inward remittance of funds for the original acquisition of Shares held by them.

5. OCBs are requested to enclose Form OAC of the current year.

6. Non-resident Shareholders should enclose a self-attested copy of Permanent Account Number (PAN) letter or a self-attested copy of the PAN card.

7. FIIs / FPIs are requested to enclose their registration letter issued by the Securities and Exchange Board of India.

8. If the Shares are held on Investment / Capital account and for more than 12 months, in order to avail the benefit of the tax rates as applicable for long term capital gains, kindly enclose a certificate from Chartered Accountant certifying the same along with proof of investment.

9. In order to seek benefit of the concessional rate of tax under Chapter XII-A of the Income Tax Act, 1961, NRIs should enclose a certificate from a Chartered Accountant certifying the Shares were purchased in convertible foreign exchange.

10. If the Shares are held on Investment / Capital account and if it is intended to claim benefit under the Article on Capital gains in the DTAA entered into between India and your country of residence, kindly enclose a self-attested copy of the tax residency certificate issued by the tax authorities of the country of residence stating that you are a tax resident of that country in terms of the DTAA entered into between India and your country of residence and Form 10F as per Rule 21AB of the Income-tax Rules, 1962 read with section 90(5) of the Income-tax Act, 1961 to avail the benefit under the DTAA.

11. In order to seek deduction of tax at a lower rate or on a lower amount, non-resident Shareholders (including NRIs, OCBs, non-domestic company and FIIs / FPIs) should enclose no objection certificate / tax clearance certificate from income tax authorities issued under section 195(3) or under section 197 of the Income Tax Act, 1961, indicating the tax to be deducted, if any, by the Acquirer before remittance of consideration. Otherwise, tax will be deducted at the rates as may be applicable to the category and status of the Shareholder, on the full consideration payable by the Acquirer.

In case of the documents /information as requested are not submitted to the Acquirer or the Acquirer considers the documents /information submitted to be ambiguous/incomplete /conflicting, the Acquirer reserves the right to withhold tax on the entire consideration at the maximum marginal rate as applicable to the category of the Shareholder.

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CHECKLIST

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 BID FORM 1 BID FORM

2 COPY OF ACKNOWLEDGED DEMAT SLIP / COPY OF AC-KNOWLEDGED PLEDGE CREATION SLIP

2 ORIGINAL SHARE CERTIFICATE OF THE COMPANY

3 VALID SHARE TRANSFER DEED. UNREGISTERED SHARE-HOLDERS TO ADDITIONALLY PROVIDE ORIGINAL BROKER CONTRACT NOTE AND VALID SHARE TRANSFER FORMS AS RECEIVED FROM THE MARKET, DULY STAMPED AND EXECUTED AS THE TRANSFEREE(S) ALONG WITH BLANK TRANSFER FORMS DULY SIGNED AS TRANSFEROR(S) AND WITNESSED AT THE APPROPRIATE PLACE

3 OTHER DOCUMENTS, AS APPLICABLE. PLEASE REFER TO THE OFFER LETTER FOR DETAILS OF DOCUMENTS REQUIRED

4 OTHER DOCUMENTS, AS APPLICABLE. PLEASE REFER TO IN THE OFFER LETTER FOR DETAILS OF DOCUMENTS REQUIRED

Notes:

1. All documents/remittances sent by / to the Shareholders will be at their risk and Shareholders are advised to adequately safeguard their interests in this regard.

2. Please read these notes along with the entire contents of the PA and the Offer Letter, particularly the section titled “DETAILS OF TRADING MEMBER, BIDDING CENTERS AND BIDDING PROCEDURE” at Section 13 of the Offer Letter.

3. In the case of Shareholder(s) other than individuals, any documents, such as a copy of a power of attorney, board resolution, authorization, death certificate, etc., as applicable and required in respect of support/verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for rejection.

4. Please refer to the Offer Letter for details of documents.

5. The number of Shares tendered under the Delisting Offer should match with the number of Shares specified in the share certificate(s) enclosed or Shares credited in the Special Depository Account under the respective client ID number.

6. In case, the Bid Price is less than the Floor Price of Rs. 701.71, it will be deemed that the Shares have been tendered at the Floor Price.

7. The consideration shall be paid in the name of sole/first holder.

8. In case, the Bid Forms are not complete in all respects, the same may be liable for rejection.

9. The Bid Forms received/tendered before the commencement of the Bidding Period shall remain valid.

10. In respect of Shareholders holding physical shares, Shareholders wishing to tender their Shares at more than one Bid Price will be required to submit separate Bid Forms, the corresponding physical share certificates and transfer deeds in respect of each Bid Price. Please refer to paragraph 14 below for additional documents to be provided by unregistered Shareholders holding physical shares.

11. In respect of Shareholders holding Shares in dematerialized form, Shareholders wishing to tender their Shares at more than one Bid Price will be required to submit separate Bid Forms and separate Depository Participant Instructions in respect of each Bid Price.

12. FOR SHARES HELD IN DEMATERIALIZED FORM:

(a) Before submitting this Bid Form to the Trading Member, please issue necessary instructions to your depository participant (with whom you hold the depository account in which the Shares of the Company are presently held) to credit your Shares into the Special Depository Account of the Manager to the Offer (whose details are below), so as to enable the Trading Member to tender your Shares in the Delisting Offer pursuant to this Bid Form.

(b) Alternatively, you may instruct the Depository Participant to mark a pledge in favour of the Manager to the Offer in respect of the Shares tendered. A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to your depository participant (duly acknowledged by such depository participant) as proof of credit of your Shares to the Special Depository Account (“Depository Participant Instruction”) should be attached to this Bid Form.

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Depository CDSL NSDLSpecial Depository Account Name Delisting

FULFORD DELISTING SHARE ESCROW ACCOUNT BY MORGAN STANLEY

FULFORD DELISTING SHARE ESCROW ACCOUNT BY MORGAN STANLEY

Name of the Depository Participant SMC GLOBAL SECURITIES LTD. SMC GLOBAL SECURITIES LTD.DP Identification Number 12019101 IN303655Client Identification Number 02430446 10004337

(c) It is the sole responsibility of Shareholders to ensure that their Shares are credited to or pledged in favour of the Special Depository Account on or before the Bid Closing Date. Please ensure that your Shares are credited into the Special Depository Account in OFF MARKET MODE

13. FOR SHARES HELD IN PHYSICAL FORM:

Before submitting this Bid Form to the Trading Member, you must execute valid share transfer deed(s) in respect of the Shares intended to be tendered under the Delisting Offer and attach thereto all the relevant physical share certificate(s). The share transfer deed(s) shall be signed by the Shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s) recorded with the Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any inconvenience. The transfer deed should be in favour of “Dashtag”. Please use the blank transfer deed enclosed with this Offer Letter. All other requirements for valid transfer will be preconditions for acceptance. In case, the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased person(s), please enclose the requisite documents, i.e., copies of death certificate/will/probate/succession certificate and other relevant papers, as applicable.

_______________________________________________ TEAR ALONG THIS LINE_______________________________________________________

ACKNOWLEDGEMENT SLIP

Link Intime India Private Limited, Unit: Fulford (India) Limited Delisting Offer (To be filled in by the Shareholder) (Subject to verification)

Received from _______________ a Bid Form for ________________ fully paid up Shares of FULFORD (INDIA) LIMITED at a Bid Price of Rs ___________________ per Share.

DEMAT SHAREHOLDER PHYSICAL SHAREHOLDERDP ID NO FOLIO NUMBER

CLIENT ID NO SHARE CERTIFICATE NO

NUMBER OF SHARES

NUMBER OF SHARES

Received but not verified share certificate(s) and share transfer deeds

ACKNOWLEDGEMENTUNIQUE IDENTIFICATION NUMBERDATESIGNATURE

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14. FOR UNREGISTERED SHAREHOLDERS:

Unregistered Shareholders should enclose, as applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. The transfer deed should be in favour of “Dashtag”. All other requirements for valid transfer will be preconditions for acceptance.

15. FOR SUBMITTING THE BID FORM BY HAND DELIVERY:

Please submit this Bid Form together with other necessary documents referred to above by Hand Delivery to the Trading Member at any one of the Bid Centers mentioned in the Offer Letter.

16. FOR SUBMITTING THE BID FORM BY POST/ COURIER :

In case you reside in an area where no Bid Centers are located, may also submit your Bid Form by registered post or courier (at your own risk and cost) so as to ensure that the Bid Form is delivered to the Trading Member at the following address:

SMC Global Securities Ltd 1st Floor ,Dheeraj Sagar, Opp. Goregon Sports Club, Link Road, Malad (W), Mumbai-400064, India Office: +91 22 67341600

on or before 3.00 p.m on the Bid Closing Date. Under no circumstances should the Bid Form be dispatched to the Acquirer or the Company, or to the Registrar to the Offer 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 Form until the commencement of the Bidding

Period.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Morgan Stanley India Company Private Limited18F/19F, Tower 2, One Indiabulls Centre,841, Senapati Bapat Marg, Mumbai400013, IndiaTel: (91 22) 6118 1000Fax: (91 22) 6618 1040Email: fulford_delisting@morganstanley.comContact Person: Najmuddin SaqibSEBI Registration No: INM000011203

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S.Marg, Bhandup West, Mumbai – 400078, IndiaPh.No.: +91-22-6171 5400Fax No.:+91-22-2569 0329Email: fulford.delisting@linkintime.co.inContact Person: Mr. Ganesh Mhatre SEBI Registration No: INR000004058

_______________________________________________ TEAR ALONG THIS LINE_______________________________________________________

All future correspondence in this regard should be addressed to the Registrar to the Offer at the following address:

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound,

L.B.S.Marg, Bhandup West, Mumbai – 400078, India Ph.No.: +91-22-2596 3838 Fax No.:+91-22-2596 2691

Email: fulford.delisting@linkintime.co.in Contact Person: Mr. Ganesh Mhatre SEBI Registration No: INR000004058

In all future correspondence, please quote the full name of the sole / first Shareholder, Depository Participant’s ID No. and Client ID No. in case of Shares held in dematerialized form; Folio No. in case of Shares held in physical form; Number of Shares offered and the name of the Bid Center where the Bid Form was submitted.