Disclosure as per Reg 30 and 51 Submission of Detailed Letter of Offer to SEBI

19th March, 2025

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Code - 506655

Scrip Code NCDs - 974058

Dear Sir / Madam, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G,

Bandra Kurla Complex,

Bandra (East), Mumbai - 400 051

Scrip Symbol - SUDARSCHEM

Sub: Submission of Draft Letter of Offer ("DLOF") in relation to the Open Offer for acquisition of up to 60,01,268 (Sixty Lakhs One Thousand Two Hundred and Sixty Eight only) fully paid up equity shares of face value of INR 10 (Indian Rupees Ten only) each, representing 26% (Twenty Six Percent) of the Equity Share Capital of Heubach Colorants India Limited ("Target Company") by Sudarshan Europe B.V. ("Acquirer") along with Sudarshan Chemical Industries Limited ("PAC-1"/ "the Company"), Heubach Holding Switzerland AG ("PAC-2"), and Heubach Ebito Chemiebeteiligungen AG ("PAC-3") [PAC-1, PAC-2 and PAC-3 shall collectively hereinafter be referred to as ("PACs")].

Ref: Intimation of Public Announcement submitted vide letter dated 17th October, 2024 and

Newspaper Publication of Detailed Public Statement submitted vide letter dated 10th March, 2025

In reference to the captioned subject and pursuant to Regulation 30 and Regulation 51 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), we wish to inform you that Axis Capital Limited, acting as a Manager to the Open Offer, has submitted Draft Letter of Offer with SEBI as per the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Copy of the said Draft Letter of Offer is enclosed herewith.

This is for your information and records please.

Thanking You,

Yours faithfully,

For SUDARSHAN CHEMICAL INDUSTRIES LIMITED MANDAR VELANKAR

GENERAL COUNSEL AND COMPANY SECRETARY Encl: As above.

Sudarshan Chemical Industries Limited Registered Office:

7th Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune - 411 069, Maharashtra, India

Tel. No.: +91 20 682 81 200 Email:contact@sudarshan.comwww.sudarshan.com

Corporate Identity No.: L24119PN1951PLC008409

DRAFT LETTER OF OFFER

"THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION"

The Letter of Offer (as defined below) will be sent to you as a Public Shareholder (as defined below) of Heubach Colorants India Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager to the Offer or Registrar to the Offer (as defined below). In case you have recently sold your equity shares in the Target Company, please hand over the Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement (as defined below) and transfer deed to the member of the stock exchange through whom the said sale was affected.

SUDARSHAN EUROPE B.V. ("ACQUIRER")

A limited liability company, registered with the Kamer van Koophandel

Registration Number: 34288322

Registered Office: Kingsfordweg 151, 1043 GR Amsterdam, The Netherlands.

Tel: +31 (0) 20 491 9417 ; Fax: +31 (0) 20 491 9415

ALONG WITH

SUDARSHAN CHEMICAL INDUSTRIES LIMITED ("PAC-1")

A public limited company incorporated under the Companies Act No. VII of 1913

Corporate Identification Number: L24119PN1951PLC008409

Registration Number: 008409

Registered Office: 7th Floor, Eleven West Panchshil, Survey No. 25, Near PAN Card Club Road, Baner, Pune, Maharashtra 411069, India.

Tel: +91 20 682 81 200

AND

HEUBACH HOLDING SWITZERLAND AG ("PAC-2") Registered with the Commercial Register, Basel Landschaft, Switzerland

Registration Number: CHE-402.794.086.

Registered office: Hardstrasse 1, 4133 Pratteln, Switzerland.

AND

HEUBACH EBITO CHEMIEBETEILIGUNGEN AG ("PAC-3") Registered with the Commercial Register, Basel Landschaft, Switzerland

Registration number: CHE101.257.789

Registered office: Hardstrasse 1, 4133 Pratteln, Switzerland.

(collectively referred to as the "PACs")

MAKE A CASH OFFER AT A PRICE OF INR 602.03/- (INDIAN RUPEES SIX HUNDRED AND TWO AND PAISA THREE ONLY) PER EQUITY SHARE (AS DEFINED BELOW), TO ACQUIRE UP TO 6,001,268 (SIXTY LAKH ONE THOUSAND TWO HUNDRED SIXTY EIGHT) FULLY PAID UP EQUITY SHARES OF FACE VALUE OF INR 10/- (INDIAN RUPEES TEN ONLY) EACH ("EQUITY SHARES") PAYABLE IN CASH, REPRESENTING 26.00% (TWENTY SIX PERCENT) OF THE VOTING SHARE CAPITAL (AS DEFINED BELOW) IN ACCORDANCE TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

AND SUBSEQUENT AMENDMENTS THERETO ("SEBI (SAST) REGULATIONS") FROM THE PUBLIC SHAREHOLDERS ("OPEN OFFER" OR "OFFER")

OF

HEUBACH COLORANTS INDIA LIMITED ("Target Company") Corporate Identification Number (CIN): L24110MH1956PLC010806

Registered Office:Rupa Renaissance, B Wing, 25th Floor, D-33, MIDC Road, TTC Industrial Area

Juinagar, Navi Mumbai, Maharashtra, India, 400705,

Contact No: +91-22 20874405; Website:https://heubach.com/heubach-india/;

E-mail Id:investor.relations_india@heubach.com;

NOTE:

• 1. This Offer (as defined below) is being made by the Acquirer and PACs pursuant to Regulations 3(1), 4 and 5(1) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended ("SEBI (SAST) Regulations").

• 2. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations.

• 3. The Offer Price is INR 602.03/- (Indian Rupees Six Hundred and Two and Paisa Three Only) per Equity Share, payable in cash.

• 4. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations.

• 5. As on the date of this draft letter of offer ("Draft Letter of Offer" or "DLOF"), to the best of the knowledge of the Acquirer and the PACs, there are no statutory approvals required by the Acquirer and PACs to acquire the Equity Shares that are validly tendered pursuant to this Offer and/or to complete this Open Offer. In case any statutory approvals become applicable prior to the completion of the Offer, the Offer would also be subject to such statutory or other approval(s) being obtained.

• 6. Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirer shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Open Offer.

• 7. The Acquirer and PACs may withdraw the Open Offer in accordance with the terms and conditions specified in Part C (Statutory and Other Approvals) of Section 7 (Terms and Conditions of the Offer) of this Draft Letter of Offer. In the event of a withdrawal of the Open Offer, the Acquirer and PACs (through the Manager) shall, within 2 (Two) Working Days of such withdrawal, make a public announcement of such withdrawal stating the grounds for the withdrawal , in the same Newspapers (as defined below) in which the DPS (as defined below) was published, in accordance with Regulation 23(2) of the SEBI (SAST) Regulations and such public announcement also will be sent to SEBI (as defined below), Stock Exchanges (as defined below) and the Target Company at its registered office.

• 8. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Offer is more than the number of Offer Shares, the Acquirer and/or the PACs shall accept those Equity Shares validly tendered by the Public Shareholders on a proportionate basis, in consultation with the Manager, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lots, provided that the acquisition of Equity Shares from a Public Shareholder shall not be less than the minimum marketable lot, or the entire holding if it is less than the marketable lot.

• 9. Under Regulation 18(4) of the SEBI (SAST) Regulations, the Acquirer is permitted to revise the Offer Price (as defined below) or the number of Offer Shares at any time up to prior to commencement of 1 Working Day (as defined below) before the commencement of the

Tendering Period (as defined below), and the Acquirer shall (a) make corresponding increases to the escrow amounts, as more particularly set out in Section 5 (Offer Price and Financial Arrangements), (b) make a public announcement in the Newspapers, and (c) simultaneously with the making of such announcement, inform SEBI (as defined below), the Stock Exchanges (as defined below) and the Target Company at its registered office of such revision. The Acquirer would pay such revised price for all the Equity Shares (as defined below) validly tendered and accepted pursuant to the Offer.

10. As per the information available with the Acquirer, the PACs and the Target Company, there has been no competing offer as of the date of this Draft Letter of Offer. If there is a competing offer, the offers under all subsisting bids will open and close on the same date.

11.

Unless otherwise stated, the information set out in this DLOF reflects the position as of the date hereof.

12. Copies of the PA and the DPS (as defined below) are available on the website of SEBI atwww.sebi.gov.in and copy of this DLOF and the LOF (as defined below) (including the

Form of Acceptance-cum-Acknowledgement) are expected to be available on the website of SEBI atwww.sebi.gov.in

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

TENTATIVE SCHEDULE OF MAJOR ACTIVITIES RELATING TO THE OPEN OFFER

Wednesday, October 16,

* The Identified Date is only for the purpose of determining the Public Shareholders as on such date to whom the Letter of Offer would be sent in accordance with the SEBI (SAST) Regulations. It is clarified that all Public Shareholders other than the Acquirer, the promoter, members of the promoter group of the Target Company, the PACs, the parties to the Transaction Documents (as defined below), and any persons deemed to be acting in concert with any of the parties mentioned above, pursuant to and in compliance with the SEBI (SAST) Regulations are eligible to participate in the Offer any time during the Tendering Period.

#The above timelines are indicative (prepared on the basis of timelines provided under the SEBI (SAST) Regulations and based on the assumption that SEBI's comments to this Draft Letter of Offer will be received by April 9, 2025. Accordingly, the dates for the above mentioned activities, wherever mentioned in this Draft Letter of Offer, are subject to change.

.

RISK FACTORS

THE RISK FACTORS SET FORTH BELOW ARE INDICATIVE ONLY AND ARE NOT INTENDED TO PROVIDE A COMPLETE ANALYSIS OF ALL RISKS AS PERCEIVED IN RELATION TO THE UNDERLYING TRANSACTION AND THE OFFER AND THE PROBABLE RISK INVOLVED IN ASSOCIATING WITH THE ACQUIRER AND PACs. THE RISK FACTORS SET FORTH BELOW DO NOT RELATE TO THE PRESENT OR FUTURE BUSINESS OR OPERATIONS OF THE TARGET COMPANY AND ANY OTHER RELATED MATTERS AND ARE NEITHER EXHAUSTIVE NOR INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF THE RISKS INVOLVED IN THE PARTICIPATION BY ANY PUBLIC SHAREHOLDER IN THE OFFER. THE PUBLIC SHAREHOLDERS ARE ADVISED TO CONSULT THEIR STOCKBROKER, INVESTMENT CONSULTANT OR TAX ADVISOR FOR AN UNDERSTANDING OF THE FURTHER RISKS ASSOCIATED WITH THEIR PARTICIPATION IN THE OFFER.

For capitalized terms used herein, please refer to the section on Definitions set out below.

1. Risk factors relating to the Offer

• 1.1. The Open Offer is an open offer under the SEBI (SAST) Regulations to acquire up to 6,001,268 (Sixty Lakh One Thousand Two Hundred and Sixty-Eight) Equity Shares representing 26% (twenty-six percent) of the Voting Share Capital, from the Public Shareholders. If the number of Equity Shares validly tendered by the Public Shareholders under this Open Offer is more than the Offer Size (as defined below), then the Offer Shares validly tendered by the Public Shareholders will be accepted on a proportionate basis, subject to acquisition of a maximum of 6,001,268 (Sixty Lakh One Thousand Two Hundred Sixty-Eight) Equity Shares, representing 26% (twenty-six percent) of the Voting Share Capital. Accordingly, there is no assurance that all the Equity Shares tendered by the Public Shareholders in the Open Offer will be accepted. The unaccepted Equity Shares will be returned to the Public Shareholders in accordance with the schedule of activities for the Open Offer.

• 1.2. The Acquirer may withdraw the Offer in accordance with the conditions specified in this Draft Letter of Offer. In the event of a withdrawal of the Offer, the Acquirer (through the Manager to the Offer) shall, within 2 (two) Working Days of such withdrawal, make a public announcement of such withdrawal, in the same newspapers in which the DPS had appeared, stating the grounds for the withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.

• 1.3. In the event of any litigation leading to a stay order on or an injunction against this Offer by a court of competent jurisdiction, or SEBI instructing that the Offer should not proceed, the Offer may be withdrawn, or the Offer process may be delayed beyond the schedule of activities indicated in this Draft Letter of Offer. Consequently, in the event of any delay, the payment of consideration to the Public Shareholders of the Target Company, whose Equity Shares are validly tendered and accepted by the Acquirer under this Offer, as well as the return of Equity Shares not accepted under this Offer by the Acquirer may be delayed. In the event SEBI instructs the Acquirer and/or PACs to not proceed with this Offer, then this Offer process shall be withdrawn and the Acquirer and the PACs (through the Manager to the Offer) shall make an announcement of such withdrawal within 2 (two) Working Days of such withdrawal in accordance with Regulation 23(2) of the SEBI (SAST) Regulations.

• 1.4. The Equity Shares tendered in the Offer will be held in trust by the Clearing Corporation, on behalf of the Public Shareholders who have tendered their Equity Shares until the completion of the formalities of this Offer and the Public Shareholders who have tendered their Equity

Shares will not be able to trade in such Equity Shares held in trust by the Clearing Corporation during such period, even if the acceptance of the Equity Shares in this Offer and/or dispatch of payment consideration are delayed. Further, during such period, there could be fluctuations in the market price of the Equity Shares that may adversely impact the Public Shareholders who have tendered their Equity Shares in this Offer. Accordingly, the Acquirer makes no assurance with respect to the market price of the Equity Shares and disclaims any responsibility with respect to any decision by any Public Shareholder on whether or not to participate in the Offer. It is understood that the Public Shareholders will be solely responsible for their decisions regarding their participation in this Offer.

• 1.5. The tendered Equity Shares and documents will be held by the Registrar to the Offer in trust for the Acquirer/PACs, till the process of acceptance of tenders and the payment of consideration is completed. The Public Shareholders will not be able to trade in such Equity Shares which are in the custody of the Registrar to the Offer. During such period, there may be fluctuations in the market price of the Equity Shares.

• 1.6. The Public Shareholders should note that under the SEBI (SAST) Regulations, once the Public Shareholders have tendered their Equity Shares in the Offer, they will not be able to withdraw their Equity Shares from the Offer even in the event of a delay in the acceptance of the Equity Shares under the Offer and/or the dispatch of consideration. The Public Shareholders will not be able to trade in such Equity Shares which have been tendered in the Open Offer. During such period, there may be fluctuations in the market price of the Equity Shares. The Acquirer/PACs make no assurance with respect to the market price of the Equity Shares, both during the period that the Open Offer is open and upon completion of the Open Offer and disclaim any responsibility with respect to any decision taken by the Public Shareholders with respect to whether or not to participate in the Open Offer. The Public Shareholders will be solely responsible for their decisions regarding their participation in this Open Offer.

1.7.All Public Shareholders, including non-resident holders of Equity Shares, must obtain all requisite approvals required, if any, to tender their Equity Shares in the Offer (including without limitation, approval from the RBI if applicable) and submit copies of such approvals, along with the other documents required for accepting this Offer. In the event that copies of such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in this Offer. Further, if the holders of the Equity Shares who are not persons resident in India had required any approvals (including from the RBI, or any other regulatory body) in respect of the Equity Shares held by them, they will be required to submit copies of such previous approvals, that they would have obtained for holding the Equity Shares, to tender the Equity Shares, along with the other documents required to be submitted to accept this Offer. In the event copies of such approvals are not submitted, the Acquirer reserves the right to reject such Equity Shares.

1.8. As on the date of this Draft Letter of Offer, to the knowledge of the Acquirer and PACs, there are no statutory approval(s) required by the Acquirer to complete this Open Offer. However, in case of any further statutory approval(s) being required by the Acquirer at a later date, this Offer shall be subject to such approvals and the Acquirer shall make the necessary applications for obtaining such approvals. In case of delay in receipt of any statutory approval(s), SEBI may, if satisfied that such delay in receipt of the statutory approval(s) was not attributable to any wilful default, failure or neglect on the part of the Acquirer to diligently pursue such approval(s), and subject to such terms and conditions as may be specified by SEBI (including payment of interest in accordance with Regulation 18(11) of the SEBI (SAST) Regulations), grant an extension of time to the Acquirer pending receipt of such statutory approval(s) to make the payment of the consideration to the Public Shareholders whose Equity Shares have been accepted in the Offer. Furthermore, in case of delay in receipt of any such statutory approval(s), the Offer process may be delayed beyond the schedule of activities indicated in this Draft Letter of Offer.

• 1.9. The Acquirer, the PACs and the Manager do not accept responsibility for the statements made with respect to the Target Company (pertaining to the information which has been compiled from information published or provided by the Target Company, or publicly available sources, and which information has not been independently verified by the Acquirer, the PACs or the Manager) in connection with this Offer as set out in this Draft Letter of Offer, the Detailed Public Statement, the Public Announcement and the Letter of Offer or any corrigendum or any material issued by or at the instance of the Acquirer, the PACs or the Manager. Further, the Acquirer, the PACs and the Manager accept no responsibility made otherwise than in this Draft Letter of Offer, the Detailed Public Statement, the Public Announcement, the Letter of Offer or in the advertisements or any materials issued by or at the instance of the Acquirer or the PACs in relation to the Offer; any person placing reliance on any other source of information (not released by the Acquirer, the PACs, or the Manager) would be doing so at its/his/her own risk.

• 1.10. The Public Shareholders are advised to consult their respective tax advisors for assessing the tax liability pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the PACs and the Manager to the Offer do not accept any responsibility in this regard, including for the accuracy or otherwise of the tax provisions set forth in this Draft Letter of Offer.

• 1.11. The Public Shareholders are advised to consult the stockbroker, investment consultants, and legal, financial, tax, or other advisors and consultants of their choosing, for assessing further risks with respect to their participation in the Offer and related transfer of Equity Shares of the Target Company to the Acquirer. Each Public Shareholder of the Target Company is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the Open Offer.

• 1.12. The Acquirer, PACs and the Manager to the Offer accept no responsibility for statements made otherwise than in the Public Announcement, the DPS, this Draft Letter of Offer, the Letter of Offer, the Offer Opening Public Announcement or in any corrigendum (if issued) or any other materials issued by or at the instance of the Acquirer and the Manager to the Offer in relation to the Offer (excluding all information which has been obtained from publicly available sources), and anyone or any person placing reliance on any other source of information (not released by the Acquirer, PACs or the Manager to the Offer) in relation to the Offer will be doing so at his/her/its own risk.

• 1.13. The Open Offer is being made for securities of an Indian company and Public Shareholders of the Target Company in the U.S. should be aware that the Letter of Offer and any other documents relating to the Open Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the Offer timetable and timing of payments, all of which differ from those in the U.S. Any financial information included in the Letter of Offer or in any other documents relating to the offer has been or will be prepared in accordance with non-U.S. accounting standards that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

• 1.14. This Offer is subject to completion risks as would be applicable to similar transactions.

• 1.15. Neither the U.S Securities Exchange Commission nor any U.S state securities commission has approved or disapproved the Open offer or passed any comment upon the adequacy or completeness of this Draft Letter of Offer. Any representation to the contrary is a criminal offence in the U.S.

2. Probable risks involved in associating with the Acquirer and PACs

2.1. The Acquirer, Manager and the PACs make no assurance with respect to the continuation of the past trend in the financial performance or the future performance of the Target Company.

2.2.The Acquirer and PACs makes no assurances with respect to its investment/divestment decisions relating to its proposed shareholding in the Target Company.

• 2.3. As a result of the Equity Shares accepted in the Offer, the non-public shareholding in the Target Company may exceed the maximum permissible non-public shareholding, as required to be maintained as per the SEBI (SAST) Regulations and the SEBI (LODR) Regulations, read with the SCRR. While the Acquirer and the PACs are required to take necessary steps to facilitate the compliance by the Target Company with the relevant provisions prescribed under the SCRR as per the requirements of Regulation 7(4) of the SEBI (SAST) Regulations and the SEBI (LODR) Regulations, within the time period stated therein, through permitted routes and any other such routes as may be approved by SEBI from time to time, any failure to comply with the conditions of aforesaid regulations could have an adverse effect on the price and tradability of the Equity Shares of the Target Company.

• 2.4. None of the Acquirer, the PACs or the Manager will be responsible in any manner for any loss of Equity Share certificate(s) and Offer acceptance documents during transit.

• 2.5. Neither the Manager to the Offer nor the Acquirer and PACs can provide any assurance with respect to the market price of the Equity Shares of the Target Company before, during or after the Offer and each of them expressly disclaim any responsibility or obligation of any kind with respect to any decision by any Public Shareholder regarding whether or not to participate in the Offer. It is understood that the Public Shareholders will be solely responsible for their decisions regarding their participation in this Offer.

2.6.Persons in possession of this Draft Letter of Offer are required to inform themselves of any relevant restrictions in their respective jurisdictions. Any Public Shareholder who tenders his, her, or its Equity Shares in this Offer shall be deemed to have declared, represented, warranted, and agreed that he, she, or it is authorised under the provisions of any applicable local laws, rules, regulations and statutes to participate in this Offer. The risk factors set forth above are not a complete analysis of all risks in relation to the Offer or in association with the Acquirer and the PACs but are only indicative in nature. The risk factors set forth above are limited to the Offer and do not pertain to the present or future business or operations of the Target Company or any other related matters and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by Public Shareholders in the Offer. Public Shareholders are advised to consult their stockbrokers, tax advisors or investment consultants for understanding further risks with respect to their participation in the Offer.

The risk factors set forth above are not a complete analysis of all risks in relation to the Offer or in association with the Acquirer and the PACs but are only indicative in nature. The risk factors set forth above are limited to the Offer and do not pertain to the present or future business or operations of the Target Company or any other related matters and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by Public Shareholders in the Offer. Public Shareholders are advised to consult their stockbrokers, tax advisors or investment consultants for understanding further risks with respect to their participation in the Offer.

DISCLAIMER FOR PERSONS IN THE UNITED STATES

The offer is being made for securities of an Indian company and public shareholders of the Target Company in the U.S. should be aware that the DLOF and any other documents relating to the Open Offer have been or will be prepared in accordance with Indian procedural and disclosure requirements, including requirements regarding the offer timetable and timing of payments, all of which differ from those in the U.S. any financial information included in the DLOF or in any other documents relating to the Offer has been or will be prepared in accordance with non- U.S. accounting standards that may not be comparable to financial statements of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.

The receipt of cash pursuant to the offer by a public shareholder of the target company may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Public Shareholder of the Target Company is urged to consult his independent professional adviser immediately regarding the tax consequences of accepting the offer.

It may be difficult for U.S. holders of equity shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Target Company, the Acquirer and the PACs are incorporated in countries other than the U.S., and some or all of their officers and directors may be residents of countries other than the U.S. U.S. holders of Equity Shares in the Target Company may not be able to sue the Target Company, the Acquirer, the PACs or their respective officers or directors in a non - U.S. court for violations of U.S. Securities Laws. Further, it may be difficult to compel the Target Company, the Acquirer, the PACs or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

Neither the U.S. securities exchange commission nor any U.S. state securities commission has approved or disapproved the offer or passed any comment upon the adequacy or completeness of the LOF. Any representation to the contrary is a criminal offence in the U.S.

DISCLAIMER FOR PERSONS IN OTHER FOREIGN COUNTRIES

This draft letter of offer has not been filed, registered, or approved in any jurisdiction outside India. Recipients of this draft letter of offer resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the acquirer or the manager to the offer to any new or additional registration requirements. This draft letter of offer does not in any way constitute an offer to purchase or an invitation to sell, any securities in any jurisdiction in which such offer or invitation is not authorized or to any person to whom its unlawful to make such offer or solicitation.