LETTER OF OFFER - Securities and Exchange Board of · PDF fileThis Letter of Offer is sent to...

LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as a shareholder(s) of Bombay Rayon Fashions Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investmentconsultant or the Manager/Registrar to the Offer. In case you have recently sold your Equity Shares in Bombay Rayon Fashions Limited, please hand over this Letter of Offer, the accompanying Formof Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the member of the Stock Exchange through whom the said sale was effected.

Enam Securities Private Limited801, Dalamal Tower,

Nariman Point, Mumbai – 400 021Tel: +91 22 6638 1800, Fax: +91 22 2284 6824

Email: [email protected], Website: www.enam.comContact Person: Mr. Hitesh Mandot

SEBI Registration No.:INM000006856

MANAGER TO THE OFFERLink Intime India Private LimitedC-13, Pannalal Silk Mills Compound, LBS Marg,Bhandup West, Mumbai – 400 078, India

Tel: +91 22 2596 0320, Fax: +91 22 2596 0329

Email: [email protected], Website: www.linkintime.co.inContact Person: Mr. Pravin KasareSEBI Registration No.: INR000003761

REGISTRAR TO THE OFFER

CASH OFFER AT Rs. 300.00 (RUPEES THREE HUNDRED ONLY) PLUS AN INTEREST OF Rs. 2.06 (RUPEES TWO AND SIX PAISE ONLY) (CALCULATED AT THE RATE OF 10% P.A.FROM JULY 2, 2011, I.E., THE ORIGINAL SCHEDULED DATE OF PAYMENT TO JULY 26, 2011, I.E., THE DATE OF RECEIPT OF APPROVAL FROM FIPB)

PER FULLY PAID-UP EQUITY SHARES OF Rs. 10.00 (RUPEES TEN ONLY)Pursuant to regulation 11(1) and regulation 12 of the Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (“SEBI (SAST) Regulations”) and subsequent amendments theretoTO ACQUIRE

2,84,20,000 fully paid-up Equity Shares of face value Rs. 10/- each, representing 20.00% of the Emerging Voting Capital (“Offer”)OF

Bombay Rayon Fashions Limited (“Target Company” or “BRFL”)having its registered office at D-1st Floor, Oberoi Garden Estates, Chandivali Farms Road, Chandivali, Andheri (East), Mumbai 400 072, India

Tel: +91 22 3985 8800 Fax: +91 22 2847 6992BY AAA United B.V. (“Acquirer 1”)

having its registered office at Krijgsman 15-8, 1186 DM, Amstelveen, the NetherlandsTel: + 45 99 42 32 00 Fax: + 45 99 42 34 68

ANDAshwell Holding Company Private Limited (“Acquirer 2”)

having its registered office at 143, Shiv Shakti Industrial Estate, Andheri-Kurla Road, Andheri (East), Mumbai – 400 059Tel: +91 22 4082 1800 Fax: + 91 22 3985 8830

(Acquirer 1 and Acquirer 2 hereinafter jointly referred to as the “Acquirers”)ALONG WITH

Aktieselskabet af 1/8 2004 ( “PAC”)having its registered office at Fredskovvej 5, 7330 Brande, Denmark

Tel: + 45 99 42 32 00 Fax: + 45 99 42 34 68

ATTENTION:� The Offer is neither conditional nor subject to any minimum level of acceptance by Shareholders of the Target Company.� The Offer along with any obligation to make payment for, or purchase the Equity Shares tendered and accepted, is subject to receipt of approval from the Reserve Bank of India (“RBI”)

under the Foreign Exchange Management Act, 1999 (“FEMA”) and the rules and regulations made thereunder for the acquisition of Equity Shares by the Acquirer 2 under the Offer. TheAcquirers and PAC have made an application for obtaining the necessary approval from the RBI on April 13, 2011 and presently await such approval.

� In terms of the provisions of the final Combination Regulations notified by the Competition Commission of India (CCI) on May 11, 2011, approval of CCI is not required for the Offer.� The Foreign Promotion Board of India (FIPB) vide its letter dated July 26, 2011 addressed to the Acquirer 2 has conveyed approval of Government of India for foreign direct investment by

the Acquirer 1 of up to Rs. 852.60 crore in one or more tranches for subscribing to the equity shares of the Acquirer 2, subject to conditions mentioned therein.� The Acquirer 1 has obtained necessary clearance from the German Federal Cartel Office and the Austrian Federal Competition Authority in relation to the Offer and for conversion of the

GDRs into Equity Shares.� As of the date hereof, no statutory approvals, other than the above, are required to by the Acquirers and the PAC to acquire the Equity Shares tendered pursuant to this Offer. If any other

statutory approvals are required or become applicable, the Offer would be subject to receipt of such other statutory approvals. In terms of regulation 27 of the regulations, the Acquirersand the PAC will not proceed with the Offer in the event that such statutory approvals that are required are not obtained.

� If the aggregate of the valid responses exceed 2,84,20,000 Equity Shares, then 2,84,20,000 Equity Shares shall be accepted on a proportionate basis, in consultation with the Manager tothe Offer, in accordance with regulation 21(6) of the SEBI (SAST) Regulations.

� In case of delay in the receipt of any statutory approvals, SEBI has the power to grant extension of time for payment of consideration to Shareholders who have validly tendered theirEquity Shares, subject to the Acquirers and PAC agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations.Further, if the delay occurs on account of willful default by the Acquirers and PAC in obtaining the requisite approvals, regulation 22(13) of the SEBI (SAST) Regulations will also becomeapplicable.

� If there is any upward revision in the Offer Price prior to or on the last date for revising the Offer Price i.e. November 14, 2011, or if the Offer is withdrawn, you would be informed by way ofanother public announcement in the same newspapers where the original Public Announcement had been published. Such revised offer price shall be paid for all the Equity Sharesvalidly tendered at any time during the Offer and accepted under the Offer.

� Shareholders who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement and this Letter of Offer can withdraw the same up to November 18,2011, i.e., three (3) working days prior to the date of closure of the Offer viz. November 23, 2011.

� As the offer price cannot be revised during the 7 (seven) working days prior to the closing date of the offers/bids, it would, therefore, be in the interest of shareholders towait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

� This Offer is not a competitive bid. No competitive bid has been announced in relation to this Offer.� A copy of the Public Announcement and this Letter of Offer, Form of Acceptance cum Acknowledgement and Form of Withdrawal is also available on SEBI’s website (www.sebi.gov.in).� The Form of Acceptance cum acknowledgement and Form of Withdrawal are enclosed with this Letter of Offer.� All the financial data has been disclosed in terms of Rupees lacs/lakhs unless required otherwise. When financial data pertains to an overseas entity, the rupee equivalent has been

disclosed in terms of Rupees lacs/lakhs and the basis of conversion has also been disclosed.

OFFER OPENS ON: Friday, November 4, 2011 OFFER CLOSES ON: Friday, November 23, 2011

SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

Particulars Day and Date Revised Schedule: Day and Date

Date of PA Wednesday, April 06, 2011 Wednesday, April 06, 2011

Specified Date* Friday, April 29, 2011 Friday, April 29, 2011

Last Date of Competitive Bid Wednesday, April 27, 2011 Wednesday, April 27, 2011

Date by which Letter of Offer to be dispatched to the shareholders Monday, May 16, 2011 Monday, October 31, 2011

Date of opening the Offer Monday, May 30, 2011 Friday, November 4, 2011

Last date for revising the Offer Price/Number of Equity Shares Thursday, June 09, 2011 Monday, November 14, 2011

Last date for withdrawal of acceptance by shareholders who have accepted the Offer Wednesday, June 15, 2011 Friday, November 18, 2011

Date of Closing of the Offer Saturday, June 18, 2011 Wednesday, November 23, 2011

Last Date by which communicating acceptance /rejection and payment of

consideration for accepted shares / dispatch of Share Certificate in case of rejection Saturday, July 02, 2011 Thursday, December 8, 2011

*- Specified Date is only for the purpose of determining the names of the Shareholders as on such date to whom the Letter of Offer will be sent and all owners (registered or unregistered) of the Equity

Shares of the Target Company (except the Acquirers, the PAC and the Promoter & Promoter Group of the Target Company) are eligible to participate in the Offer anytime before closure of the Offer.Note: Duly Signed Application and Transfer Deed should be dispatched to the Registrar to the Offer at the above address to reach not later than 4.30 p.m. on Wednesday, November 23, 2011.

i

RISK FACTORS

I. Relating to the Offer

a. Acceptance of the Equity Shares of the Target Company tendered in the Offer is subject to

receipt of the statutory approvals, as mentioned in Section 8 of this Letter of Offer. In the

event, any of the required statutory approvals is refused necessary steps shall be taken in

terms of regulation 27 of the SEBI (SAST) Regulations (for details, please refer to para 8.1.7

below). For further details in respect of the statutory approvals, see Section 8 of this Letter

of Offer.

b. In the event that either (a) regulatory approvals are not received in time, (b) there is any

litigation leading to stay on the Offer; or (c) SEBI instructs the Acquirers/ PAC not to proceed

with the Offer, then the Offer process may be delayed beyond the schedule of activities

indicated in this Letter of Offer. Consequently, the payment of consideration to those

Shareholders of Target Company whose Equity Shares have been accepted in the Offer as

well as the return of those Equity Shares of Target Company not accepted may be delayed.

In case of delay, due to non-receipt of statutory approval(s), then in accordance with

regulation 22(12) of the SEBI (SAST) Regulations, SEBI may, if satisfied that non-receipt of

approvals was not due to any willful default or negligence on the part of the Acquirers/ PAC,

grant an extension for the purpose of completion of the Offer, subject to the Acquirers/ PAC

agreeing to pay interest to the validly tendering Shareholders.

c. Further, Shareholders should note that after the last date of withdrawal i.e. Friday,

November 18, 2011, Shareholders who have lodged their Equity Shares would not be able to

withdraw their Equity Shares even if the acceptance of Equity Shares under the Offer and

dispatch of consideration gets delayed. The tendered Equity Shares and documents would

be held by the Registrar to the Offer, till the process of acceptance of tenders and the

payment of consideration is completed. The Shareholders will not be able to trade in such

Equity Shares which are in the custody of the Registrar to the Offer.

d. The Acquirers and PAC cannot 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 (except as required by

applicable law) with respect to any decision by any Shareholder on whether to participate or

not to participate in the Offer.

e. If the number of Equity Shares of Target Company assented to the Offer exceeds the Offer

Size, then Equity Shares of Target Company assented to the Offer shall be accepted on a

proportionate basis in accordance with regulation 21 (6) of the SEBI (SAST) Regulations.

f. The tendered Equity Shares will lie to the credit of a designated escrow account and shall be

held on behalf of the shareholders until the completion of the Offer formalities. During such

period, there may be a fluctuation in the market price of the Equity Shares of Target

Company.

II. Relating to the Acquirers and the PAC

a. The Acquirers and PAC make no assurance with respect to the continuation of the past trend

in the financial performance of the Target Company.

b. The Acquirers and PAC cannot give any assurance regarding the results of the consummation

ii

of the Acquisition. The Acquirers/PAC reasons for acquisition as more particularly set out in

Section 3.3 may or may not be realized. The extent to which the Acquirers/ PAC are able to

achieve their goals with respect to these items may have a positive or negative effect on the

future price of the Equity Shares, which should be considered by shareholders as they

evaluate the Offer Price and the Offer. The Acquirers/ PAC make no assurance with respect

to the future financial performance of the Target Company.

c. Acquirer 2 is a newly incorporated entity and has not conducted any activities or business

operations from the date of its incorporation i.e. March 24, 2011, and therefore has not

earned any substantial income till the date hereof.

d. For the present Offer, the Acquirer 1 is dependent on the PAC for financial resources and

Acquirer 2 is dependent upon the Acquirer 1 for the financial resources.

III. Others

a. The Offer is subject to completion risks as would be applicable to similar transactions.

b. The risk factors set forth above pertain to the acquisition and the Offer and not in relation to

the present or future business or operations of BRFL or any other related matters, and are

neither exhaustive nor intended to constitute a complete analysis of the risks involved in

participation or otherwise by a shareholder in the Offer. Shareholders of BRFL are advised to

consult their stockbroker or investment consultant, if any, for further risks with respect to

their participation in the Offer.

CURRENCY OF PRESENTATION

In this Letter of Offer, all references to “DKK” is to the Danish Kroner, the official currency of

Denmark and all references to “€” is to Euro. Certain financial details contained herein are

denominated in DKK. Unless otherwise stated, the Rupee equivalent quoted in each case is

calculated as on March 31, 2011 (being 1 DKK = Rs. 8.55 and 1 EUR = Rs. 63.24)

iii

TABLE OF CONTENTS

Section Particulars Page No.

1 DEFINITIONS 1

2 DISCLAIMER CLAUSE 3

3 DETAILS OF THE OFFER 3

3.1 Background 3

3.2 The Offer 5

3.3 Object of the Acquisition/Offer 7

4 BACKGROUND OF THE ACQUIRERS AND PAC 8

4.1 AAA United B.V. 8

4.2 Ashwell Holding Company Private Limited 14

4.3 Aktieselskabet af 1/8 2004 16

4.4 DISCLOSURE IN TERMS OF REGULATION 16(ix) OF THE SEBI (SAST) REGULATIONS

AND ACQUIRER’S AND/OR PAC FUTURE PLANS WITH REGARD TO THE TARGET

COMPANY

25

5 DISCLOSURE IN TERMS OF REGULATION 21(2) 25

6 BACKGROUND OF BOMBAY RAYON FASHIONS LIMITED 26

7 OFFER PRICE AND FINANCIAL ARRANGEMENTS 43

7.1 Justification of offer price 43

7.3 Financial Arrangements 46

8 TERMS AND CONDITIONS OF OFFER 48

8.1 Statutory approvals required for the offer 48

8.2 Others 49

9 PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 50

10 TAX RELATED PROVISIONS 56

11 DOCUMENTS FOR INSPECTION 59

12 DECLARATION BY ACQUIRERS AND PAC 61

1

1. DEFINITIONS

Acquirer 1 AAA United B.V.

Acquirer 2 Ashwell Holding Company Private Limited

Board / Board of

Directors

Board of Directors of the Target Company

Book Value Per Share /

NAV per Share

Networth / Outstanding number of shares

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited

DKK Danish Kroner, the official currency of Denmark.

DP Depository Participant or Ventura Securities Limited

Earnings Per Share /

EPS

Profit After Tax / Outstanding number of shares

Escrow Bank Axis Bank Limited, Universal Insurance Building, Ground Floor, Sir P. M.

Road, Fort, Mumbai-400 001

Eligible Person(s) for

the Offer

All owners (registered or unregistered) of Equity Shares of Bombay

Rayon Fashions Limited (other than the Acquirers, the PAC, the

Promoter & Promoter Group) whose names appear on the register of

members any time before the closure of the Offer

Emerging Voting

Capital

Fully diluted capital for the target company as on the date of the public

announcement as defined under regulation 21(5) of SEBI (SAST)

Regulations

EUR/Euro/ € The official currency of 16 of the 27 member states of the European

Union.

Equity Share(s) /

Share(s)

Fully paid-up Equity Share(s) of face value of Rs. 10/- each of BRFL

FEMA Foreign Exchange Management Act, 1999

FII Foreign Institutional Investors

FIPB Foreign Investment Promotion Board

Form of Acceptance Form of Acceptance cum Acknowledgement

FY Financial Year

GDRs Global Depository Receipts

2

Manager/ Manager to

the Offer

Enam Securities Private Limited

Mn Million (Rs.1 Million = Rs. 10 lacs)

NECS National Electronic Clearing System

NEFT National Electronic Fund Transfer

NRI Non Resident Indian

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

Offer or Open Offer or

Offer Size

The offer for the acquisition by the Acquirers alongwith PAC of

2,84,20,000 fully paid up Equity Shares, representing in the aggregate

20% of Emerging Voting Capital as set out in this document

Offer Price Rs. 300.00/- (Rupees Three Hundred only) plus an interest of Rs. 2.06

(Rupees Two and six paise only) (calculated at the rate of 10% p.a. from

July 2, 2011 i.e., the original scheduled date of payment to July 26, 2011

i.e. the date of receipt of approval from FIPB) per fully paid-up Equity

Shares of face value of Rs. 10/- each

PAC Persons acting in concert with the Acquirers, i.e. Aktieselskabet af 1/8

2004

Promoter & Promoter

Group

The person/entities forming part of the promoters and promoter group

of the Target Company namely Janardan Agrawal, Prashant Agrawal,

Vinita Agrawal, Aman Agrawal, Bimladevi Agrawal, Vedant Aman

Agrawal, Janardan Biseshwarlal Agrawal, Sushila Mukesh Agrawal,

Aayush Prashant Agrawal, Priyanka Agrawal, Payal Agrawal, Bombay

Rayon Clothing Ltd and Reynold Shirting Ltd.

Public Announcement/

PA

Announcement of the Offer made by the Acquirers alongwith PAC on

April 06, 2011

RBI Reserve Bank of India

Registrar/ Registrar to

the Offer

Link Intime India Private Limited

SEBI (SAST) Regulations Securities & Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 1997 and subsequent amendments thereto

Return on Networth /

RONW

(Profit After Tax / Networth) * 100

RTGS Real Time Gross Settlement

3

Rupee(s) / Rs Indian Rupee(s), the legal currency of Republic of India

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended

Shareholder(s) Equity shareholder(s) of BRFL holding fully paid up Equity Share of Rs.

10/- each

Specified Date Friday, April 29, 2011

Special Depository

Account

The Special Depository Account opened by the Registrar with

Stockholding Corporation of India Limited (registered with NSDL) to hold

the demat Equity Shares tendered by the shareholders in the Offer

Target Company/ BRFL Bombay Rayon Fashions Limited

Working Days Working Days of SEBI

Note: All terms beginning with a capital letter used in this Letter of Offer, but not otherwise defined

herein, shall have the meaning ascribed thereto in the SEBI (SAST) Regulations.

2. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH

SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN

CLEARED, VETTED OR APPROVED BY THE SEBI. THE DRAFT LETTER OF OFFER HAS BEEN

SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES

CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI

(SAST) REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF

BOMBAY RAYON FASHIONS LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO

THE OFFER. THE SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL

SOUNDNESS OF THE ACQUIRERS, PAC OR THE COMPANY WHOSE SHARES / CONTROL IS

PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR

OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD

THAT WHILE ACQUIRERS AND PAC ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS,

ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER,

THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE-DILIGENCE TO ENSURE THAT

ACQUIRERS DULY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY. IN THIS BEHALF, AND

TOWARDS THIS PURPOSE, THE MERCHANT BANKER, ENAM SECURITIES PRIVATE LIMITED,

HAS SUBMITTED A DUE-DILIGENCE CERTIFICATE DATED SEPTEMBER 15, 2011 TO THE SEBI IN

ACCORDANCE WITH THE SEBI (SAST) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS

THERETO. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE

ACQUIRERS/PAC FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES

AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER”

3. DETAILS OF THE OFFER

3.1 BACKGROUND

3.1.1 This Offer is being made by the Acquirers alongwith the PAC in compliance with

regulation 11(1) and regulation 12 of the SEBI (SAST) Regulations to the

4

Shareholders of Bombay Rayon Fashions Limited (“Offer”).

3.1.2 The Acquirer 1 presently holds 1,80,00,400 (One Crore eighty lacs four hundred)

fully paid-up Equity Shares of Rs. 10/- each representing 14.07% of the fully paid up

equity capital of the Target Company as on the date of the Public Announcement. As

on the date of the Public Announcement neither the Acquirer 2 nor the PAC hold

any Equity Shares in the Target Company.

3.1.3 The Acquirer 1 also holds 3,30,00,000 (Three Crores thirty lacs) Global Depository

Receipts (“GDRs”), issued by the Target Company; of which 1,80,00,000 (One Crore

eighty lacs) GDRs were acquired by the Acquirer 1 on November 18, 2009, while the

balance 1,50,00,000 (One Crore fifty lacs) GDRs were acquired on October 22, 2010.

In terms of provisions of the offering circulars and the deposit agreements in

relation to these GDRs issues, the GDR holders have no voting rights. Each GDR

represents one Equity Share of the Target Company. The GDRs are presently listed

on the Singapore Exchange Securities Trading Limited.

3.1.4 The Acquirer 1 intends to convert all its holdings of GDRs into Equity Shares of the

Target Company. Towards this purpose the board of directors of the Acquirer 1 has

passed a board resolution on March 31, 2011 to convert its entire holding of

3,30,00,000 (Three Crores thirty lacs) GDRs into equal number of Equity Shares of

the Target Company representing 25.80% of the paid up equity capital (as on the

date of PA) of the Target Company and 23.22% on a fully diluted basis (“Emerging

Voting Capital” as detailed in paragraph 6.7)

3.1.5 As a result of the proposed conversion of GDRs into Equity Shares of the Target

Company together with the equity shareholding as mentioned in paragraph 3.1.2

above, the shareholding of the Acquirer 1, would increase to 5,10,00,400 (Five

Crores ten lacs four hundred) Equity Shares representing 39.88% of the fully paid up

equity capital (as on the date of PA) of the Target Company and 35.89% of the

Emerging Voting Capital.

3.1.6 Post Offer the Acquirer 1 intends to be recognised as one of the persons acting in

concert alongwith the Promoters and Promoter Group of the Target Company

without seeking any management rights, control, representation on the board of the

Target Company and/or control of policy decisions of the Target Company.

Additionally, the Acquirers and/or the PAC have not entered into any agreement

with the Target Company and/or the present Promoter & Promoter Group of the

Target Company.

Assuming full acceptance of the Offer and conversion of all warrants, the Promoter

and Promoter Group will hold around 93.51% of the Target Company.

3.1.7 In accordance with the intention of Acquirer 1 to:

(a) acquire upto 3,30,00,000 (Three Crore thirty lacs) Equity Shares of the

Target Company by way of conversion of GDRs into equivalent number of

Equity Shares as described in paragraph 3.1.4 above; and

(b) be recognised as one of the persons acting in concert alongwith the present

Promoters and Promoter Group of the Target Company as described in

paragraph 3.1.6 above,

5

the present Offer is accordingly being made by the Acquirers along with the PAC under

regulations 11(1) and 12 of the SEBI (SAST) Regulations.

3.1.8 Except the acquisition of 1,50,00,000 (One crore and fifty lacs) GDRs by the Acquirer

1 on October 22, 2010, the Acquirers and/or the PAC or their respective directors

have neither acquired nor have been allotted any Equity Shares of the Target

Company in the last 12 (twelve) months period prior to the date of the Public

Announcement. Such acquisition of 1,50,00,000 (One Crore and fifty lacs) GDRs by

the Acquirer 1 was at the price of USD 6.60 (United States Dollar Six and sixty cents)

per GDR equivalent to Rs. 294.69 per Equity Share (being 1 USD = Rs. 44.65 as on

March 31, 2011).

3.1.9 The Acquirers, PAC and BRFL have not been prohibited by SEBI from dealing in

securities, in terms of direction issued under Section 11B or any other regulations

made under the SEBI Act, 1992.

3.1.10 The Acquirers presently do not intend to nominate any director on the board of

directors of the Target Company.

3.1.11 Subsequent to the substitution of Axis Bank Limited with Enam Securities as

Manager to the Offer in accordance with letter bearing reference AXB/CO/IB/2011-

12/92 of Axis Bank dated August 29, 2011 and SEBI Letter reference number

CFD/DCR/SKS/SG/OW/27957/2011 dated September 5 2011, Axis Bank Limited has

agreed not to tender their Equity Share holding in the Target Company in the

proposed Open Offer being made under the Public Announcement made on April 6,

2011.

3.2 THE OFFER

3.2.1 The Public Announcement dated April 5, 2011 was made in the following

newspapers, in accordance with regulation 15 of the SEBI (SAST) Regulations:

Publication

Language Day & Date of

Publication

Editions

The Economic

Times

English Wednesday – April 06,

2011

All Editions

except Kolkata

Thursday – April 07,

2011

Kolkata*

Navbharat Times Hindi Wednesday – April 06,

2011

Mumbai

Thursday – April 07,

2011

New Delhi*

Navshakti Marathi Wednesday – April 06,

2011

Mumbai

Edition

*- Published on the succeeding day on account of non-availability of publication space on

6

April 6, 2011.

(The Public Announcement is also available at the SEBI website, www.sebi.gov.in)

3.2.2 The Acquirers alongwith the PAC are making this Offer under regulations 11(1) and

12 of the SEBI (SAST) Regulations to the equity shareholders of the Target Company

to acquire up to 2,84,20,000 (Two Crore eighty four lacs twenty thousand) Equity

Shares, being 20.00% of the Emerging Voting Capital of the Target Company (the

“Offer Size”) at a price of Rs. 300/- (Rupees Three hundred only) plus an interest of

Rs. 2.06 (Rupees Two and six paise only) (calculated at the rate of 10% p.a. from July

2, 2011 i.e., the original scheduled date of payment to July 26, 2011 i.e., the date of

receipt of approval from FIPB) per Equity Share (“Offer Price”), payable in cash, in

accordance with the SEBI (SAST) Regulations and subject to the terms and conditions

mentioned in the Public Announcement and in the letter of offer that is being

circulated to the shareholders in accordance with the SEBI (SAST) Regulations (the

“Letter of Offer”). The Offer Size of 20.00% of Emerging Voting Capital being

2,84,20,000 (Two Crore eighty four lacs twenty thousand) Equity Shares are

reckoned on the basis of Emerging Voting Capital in terms of regulations 21(1) and

21(5) of the SEBI (SAST) Regulations.

3.2.3 The Equity Shares to be acquired under the Offer will be acquired by the Acquirer 2

free from all liens, charges and encumbrances and together with all rights attached

thereto, including rights to dividends to be declared after all the formalities relating

to the Offer are completed and they shall rank pari-passu with the existing Equity

Shares of the Target Company.

3.2.4 The Promoter & Promoter Group of the Target Company have undertaken not to

tender their Equity Shares in the Offer.

3.2.5 There are no partly paid up Equity Shares in the Target Company as on date of PA.

3.2.6 The Offer is not conditional upon any minimum level of acceptance by the equity

shareholders of the Target Company. To the extent of the Offer Size, all the Equity

Shares of the Target Company that are validly tendered pursuant to this Offer are

proposed to be acquired by the Acquirer 2, subject to terms and conditions of the

Offer and receipt of applicable regulatory approvals.

3.2.7 Subject to the receipt of statutory/other approvals required for the Offer as set out

in section “Statutory Approvals Required for the Offer” below, and other terms and

conditions as set out in the Letter of Offer and in the Public Announcement, Acquirer

2 will acquire Equity Shares of the Target Company validly tendered pursuant to the

Offer up to the Offer Size.

3.2.8 The Acquirers and/or PAC may purchase additional Equity Shares of the Target

Company from the open market or through negotiations or otherwise after the date

of the Public Announcement in accordance with regulation 20(7) of the SEBI (SAST)

Regulations and the details of such acquisition will be disclosed by the Acquirers

and/or PAC within 24 (twenty four) hours of such acquisition to the stock exchanges

where the Equity Shares of the Target Company are listed and to the Manager to the

Offer in terms of regulation 22(17) of the SEBI (SAST) Regulations. However there

have been no further purchase of Equity Shares of the Target Company by the

Acquirers after the date of the Public Announcement till the date of the Letter of

7

Offer.

3.2.9 The Offer is subject to the terms and conditions set out in this Letter of Offer that

will be sent to the Shareholders of BRFL whose names appeared in the register of

members of the Target Company and the beneficial owners of the Equity Shares of

the Target Company whose names appear as beneficiaries on the records of the

respective Depositories, at the close of business hours on April 29, 2011, being the

Specified Date, as required under the SEBI (SAST) Regulations.

3.2.10 This is not a competitive bid. There have been no competitive in relation to the Offer.

3.2.11 As on date of this Letter of Offer, the Manager to the Offer does not hold any Equity

Shares in the Target company.

3.3 OBJECT OF THE ACQUISITION/OFFER

3.3.1 The Acquirer 1 had first invested in the Target Company in March 2009 by

subscribing to 1,80,00,000 (One crore eighty lacs) fully paid-up Equity Shares

(representing approximately 20.67% of the then fully paid up Equity Share capital (as

on the date of PA) of the Target Company. The object of the acquisition was in the

nature of a financial investment by the Acquirer 1 considering the Target Company’s

growth potential.

3.3.2 Subsequent to the above investment, the Acquirer 1 was required to make a

mandatory open offer to acquire additional up to 1,74,20,000 (One crore seventy

four lacs and twenty thousand) Equity Shares (representing 20.00% of the then fully

paid up equity capital of the Target Company). In the said open offer 400 (Four

hundred) Equity Shares were tendered and accordingly acquired by the Acquirer 1.

3.3.3 The Acquirer 1 was allotted 1,80,00,000 (One Crore eighty lacs) GDRs on November

18, 2009, and 1,50,00,000 (One Crore fifty lacs) GDRs on October 22, 2010. In terms

of the disclosures made in the offering circulars the Target Company proposed to

utilize the proceeds of the GDR issues, inter-alia for its ongoing capital expansion

plans.

3.3.4 As on the date of the Public Announcement, the Acquirer 1 holds 1,80,00,400 (One

Crore eighty lacs four hundred) Equity Shares (representing 14.07% of the paid up

equity capital of the Target Company) and 3,30,00,000 (Three Crores thirty lacs)

GDRs representing equal number of Equity Shares of the Target Company.

3.3.5 After completion of the proposed conversion of all the outstanding GDRs into Equity

Shares of the Target Company, the aggregate shareholding of the Acquirer 1 in the

Target Company will be 5,10,00,400 (Five Crores ten lacs four hundred) Equity

Shares representing 39.88% of the paid up capital (as on the date of PA) of the

Target Company and 35.89% of the Emerging Voting Capital. This Offer is accordingly

being made in compliance with regulations 11(1) and 12 of SEBI (SAST) Regulations

and other applicable provisions of the SEBI (SAST) Regulations.

3.3.6 The Acquirers and the PAC continue to believe in long term value for all the

shareholders through synergy of businesses of the Acquirer 1, the PAC and the

Target Company. Post Offer the Acquirer 1 intends to be recognised as one of the

persons acting in concert alongwith the present Promoter & Promoter Group of the

Target Company without seeking any management rights, control, representation on

8

the board of the Target Company and/or control of policy decisions of the Target

Company.

4. BACKGROUND OF THE ACQUIRERS AND PAC

4.1 AAA United B.V. (“Acquirer 1”)

4.1.1 AAA United B.V. is a private limited liability company constituted under the laws of

the Netherlands on March 18, 2009 and is registered with the Trade Register under

number 34331207. The registered office of the Acquirer 1 is situated at Krijgsman

15-8, 1186 DM, Amstelveen, the Netherlands, Tel: + 45 99 42 32 00; Fax: +45 99 42

34 68 and it has no corporate office.

4.1.2 The Acquirer 1 is a wholly owned subsidiary of Aktieselskabet af 1/8 2004, the PAC

for the Offer.

4.1.3 The Equity Shares of the Acquirer 1 are not listed on any stock exchange.

4.1.4 The constitutional document(s) of the Acquirer 1 authorises it to engage in the

business of investing, financing, lending, providing administrative and clerical

services, trade and invest in registered properties etc. The financial year of the

Acquirer 1 is from August 1 to July 31. The first financial statement of the Acquirer 1

had been drawn for the period March 18, 2009 to July 31, 2010.

4.1.5 The details of the Board of Directors of the Acquirer 1 are given below:

Name* Residential

Address#

Experience

(Years)^

Area of

Experience

Qualification Date of

Appointme

nt

Aktiesel

skabet

af 1/8

2004

Fredskovvej

5, 7330

Brande,

Denmark

Not

Applicable

Not

Applicable

Not Applicable

18 March

2009

+ As per the constitutional documents of the Acquirer 1, its management has to be

entrusted to a management board which may consist of one or more managing

directors. Further, even legal entities may also be appointed as managing directors.

In terms of this, the Acquirer 1 has appointed the PAC as its managing director.

* Under the law relating to incorporation of company in the Netherlands (the

Burgerlijk Wetboek Art. 2:175 BW) the Acquirer 1 is not required to appoint directors

who are individuals.

# The director being a body corporate, the registered office address has been

provided.

^ Aktieselskabet af 1/8 2004 was incorporated w.e.f. August 1, 2004.

4.1.6 The director of the Acquirer 1 has not acquired any Equity Shares of the Target

Company over the last 12 months from the date of the Public Announcement.

9

4.1.7 None of the directors/ representatives of the Acquirer 1 are on the board of

directors of the Target Company. No nominee of Acquirer 1 has been appointed as a

director on the Board of Directors of the Target Company as on the date of this

Letter of Offer

4.1.8 The authorized share capital of the Acquirer 1 is € 90,000 (Ninety Thousand euro),

divided into 90,000 (Ninety Thousand) shares, each with a nominal value of € 1 (One

euro). The issued and paid up capital is € 18,000 (Eighteen Thousand euro) divided

into 18,000 (Eighteen Thousand) shares, each with a nominal value of € 1 (One euro),

which has entirely been subscribed by the PAC.

4.1.9 Except for a delay of 5 days in respect of filing of disclosure under regulation 7(2)(a)

pertaining to preferential allotment of 1,80,00,000 Equity Shares made by the Target

Company, the Acquirer 1 has complied with the applicable provisions of Chapter II of

the SEBI (SAST) Regulations. The Acquirer 1 has submitted a consent application

dated 5 July 2011 with SEBI in this regard. SEBI may take suitable action against

Acquirer 1 for the same.

4.1.10 As mentioned in para 3.3.1 and 3.3.2 the Acquirer 1 and the PAC had made a

previous open offer in compliance with the SEBI (SAST) Regulations and have

complied with the applicable provisions of the SEBI (SAST) Regulations and other

applicable regulations under the SEBI Act 1992 and other statutory requirements as

applicable in relation to the offer.

4.1.11 As on the date of the Public Announcement the Acquirer 1 has not promoted any

company in India.

4.1.12 The brief financial details of the Acquirer 1 as compiled by PricewaterhouseCoopers

Accountants M.V. for the period March 18, 2009 to July 31, 2010 and unaudited

certified financials for six months ended January 31, 2011 are as follows:

Profit & Loss Statement

Particulars Six months period

ending January 31, 2011

For the period March 18,

2009 to July 31, 2010∞

In € (000) In Rs. lacs In € (000) In Rs. Lacs

Income from Operations - - - -

Other Income 1,598.17

1,010.68 750.48

474.60

Total Income 1,598,17

1,010.68 750.48

474.60

Total Expenditure 198.56

125.57 42.85

27.10

Profit Before Depreciation Interest and Tax 1,399.61

885.11 707.63

447.51

10

Depreciation - -

Financial Expenses - 21.39

13.53

Profit Before Tax 1,399.61

885.11 686.24

433.98

Provision for Tax 420.00

265.61 63.98

40.46

Profit After Tax 979.61

619.51 622.26

393.52

∞-First annual accounts have been drawn from March 18, 2009 to July 31, 2010

Balance Sheet Statement

Particulars Six months period ending

January 31, 2011

For the period March 18, 2009 to

July 31, 2010∞


Sources of funds

Paid up share capital 18,00 11.38 18.00 11.38

Reserves and Surplus

(excluding revaluation

reserves)

154,736.00 97,855.05 110,622.26 69,957.52

Revaluation Reserve - -

Networth* 154,754.00 97,866.43 110,640.26 69,968.90

Secured loans - - -

Unsecured loans - - -

Deferred Tax Liability

(Net)

- - -

Total 154,754.00

97,866.43

110,640.26

69,968.90

Net fixed assets (Incl. WIP) - - - -

Investments 181,365.00

1,14,695.23

110,276.72

69,739.00

Net current assets (26,611.00) (16,828.80) 363.54 229.90

11


January 31, 2011

For the period March 18, 2009 to

July 31, 2010∞


Preliminary Expenses - - -

Profit & Loss Account - - -

Total 154,754.00

97,866.43

110,640.26

69,968.90

*- Calculated after excluding revaluation reserve

Other Financial Data

Particulars

Six months period ending

January 31, 2011

For the period March 18, 2009 to July

31, 2010∞

Dividend (%) - - - -

Earnings Per Share (in € /

Rs) 54.42 3,441.52 34.57 2,186.21

Return on Net worth (%) 0.63 0.63 0.56 0.56

Book Value Per Share (in

€ / Rs) 8,597.44 54,3702.11 6,146.68 38,8716.04

Notes:

(a) There are no adjustments / rectification in respect of incorrect accounting policies or failures to make

provisions or other adjustments which resulted in audit qualifications.

(b) There are no material amounts relating to adjustments which need to be adjusted in arriving at the profits of

the years to which they relate

(c) There has been no change in accounting policy since the date of its incorporation.

(d) There are no extra-ordinary items that need to be disclosed separately in the accounts.

(e) There are no deductions required from the fixed assets, reserves and the net worth with respect to balance

outstanding on revaluation reserve account.

4.1.13 There are no contingent liabilities of the Acquirer 1. (Source: Annual Report).

4.1.14 Reasons for the fall/ rise in total income and Profit After Tax (“PAT”) in the past 3

years:

Since the first financial statement of the Acquirer 1 has been drawn for the period

March 18, 2009 to July 31, 2010, there are no comparable financials available.

12

4.1.15 Significant accounting policies of the Acquirer 1 are as under:

Accounting policies for the balance sheet

General

The financial statements have been prepared in accordance with the statutory

provisions of Part 9, Book 2, of the Netherlands Civil Code and the Guidelines for

Annual Reporting in the Netherlands for small legal entities as issued by the Dutch

Accounting Standards Board.

In general, assets and liabilities are stated at the amounts at which they were

acquired or incurred, or current value. If not specifically stated otherwise, they are

recognised at the amounts at which they were acquired or incurred. The balance

sheet includes references to the notes.

Foreign currencies

Transactions, assets and liabilities Foreign currency transactions in the reporting

period are translated into the functional currency using the exchange rates

prevailing at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into

the functional currency at the rate of exchange prevailing at the balance sheet date.

Foreign exchange gains and losses resulting from the settlement of such transactions

and from the translation at year-end exchange rates are recognised in the income

statement, except when deferred in equity as qualifying hedges.

Financial fixed assets

Associates

Majority interests and other participating interests in which significant influence

may be exerted are stated at net asset value, using the equity method. The net asset

value is calculated on the basis of the accounting policies used in these financial

statements. Participating interests whose figures cannot be brought in line with

these policies due to insufficient information, are valued based on the financial

statements of the participating interest involved. Participating interests with an

equity deficit are carried at nil. If the participating legal entity is liable for its

participating interest's debts, a provision is formed. If the participating interest is

experiencing an equity deficit, a provision is recognised if and insofar as the

company has assumed full or partial liability for the debts of the participating

interest or has the firm intention to allow the participating interest to pay its debts.

Participating interests in which no significant influence can be exerted are stated at

acquisition price or, if necessary, a lower value.

Impairment of fixed assets

At each balance sheet date, the Company tests whether there are any indications of

assets being subject to impairment. If any such indications exist, the recoverable

amount of the asset is determined. If this proves to be impossible, the recoverable

amount of the cash generating unit to which the asset belongs is identified. An asset

13

is subject to impairment if its carrying amount exceeds its recoverable amount; the

recoverable amount is the higher of an asset's fair value less costs to sell and value

in use.

Fair value less costs to sell is determined based on the active market. An impairment

loss is directly expensed in the income statement.

If it is established that a previously recognised impairment loss no longer applies or

has declined, the increased carrying amount of the assets in question is not set any

higher than the carrying amount that would have been determined had no asset

impairment been recognised.

Cash at bank and in hand

Cash and cash equivalents include cash in hand, bank balances and deposits held at

call with maturities of less than 12 months. Bank overdrafts are shown within

borrowings in current liabilities on the balance sheet. Cash and cash equivalents are

stated at face value.

Accounting policies for the profit and loss account Result

Profit or loss is determined as the difference between the realisable value of the

goods delivered and services rendered, and the costs and other charges for the year.

Revenues on transactions are recognised in the year in which they are realised.

Exchange rate differences

Exchange differences arising upon the settlement or conversions of monetary items

are recognised in the income statement in the period that they arise, unless they are

hedged.

Costs

Costs are based on the historical cost convention and allocated to the financial year

to which they relate.

Financial income and expense

Interest paid and received Interest paid and received is recognised on a time-

weighted basis, taking account of the effective interest rate of the assets and

liabilities concerned. When recognising interest paid, allowance is made for

transaction costs on loans received as part of the calculation of effective interest.

Tax on profit/(loss) on ordinary activities

Income tax is calculated on the result before tax in the income statement, taking

into account any losses carried forward from previous financial years and tax exempt

items, and plus non deductible expenses. Account is also taken of changes in

deferred income tax assets and liabilities owing to changes in the applicable tax

rates.

14

4.2 Ashwell Holding Company Private Limited (“Acquirer 2”)

4.2.1 Ashwell Holding Company Private Limited is an unlisted private limited company

incorporated under the Companies Act, 1956 on March 24, 2011 at Mumbai under

company registration number U74900MH2011PTC215214. The registered office of

Acquirer 2 is situated at 143, Shiv Shakti Industrial Estate, Andheri-Kurla Road,

Andheri (East), Mumbai– 400 059 Tel: +91 22 4082 1800; Fax: + 91 22 3985 8830 and

it has no corporate office.

4.2.2 Acquirer 2 proposes to operate as a core investment company (non-systematically

important). The constitutional document(s) of Acquirer 2 authorises it to engage in

the business of investment in, holding of and to purchase or otherwise acquire,

underwrite, trade or deal in shares, securities, stocks, debentures, debentures stock,

bonds etc. of other companies. The financial year of the Acquirer 2 is from April 1 to

March 31.

4.2.3 Mr. Aman Agrawal and Mr. Prashant Agrawal are the current promoters and

shareholders of Acquirer 2, by virtue of which it is forming part of Promoter and

Promoter Group of the Target Company. Further, Mr. Aman Agrawal and Mr.

Prashant Agrawal are on the board of the Target Company and have recused

themselves and not participated in any matter(s) concerning or relating to the Offer

including any preparatory steps leading to the Offer in terms of SEBI (SAST)

Regulation 22(9) of the SEBI (SAST) Regulations.

4.2.4 The authorized share capital of Acquirer 2 is Rs. 2,05,00,000 (Rupees Two crores five

lac), divided into 20,50,000 (Twenty Lac fifty thousand) equity shares, each with a

nominal value of Rs. 10 (Rupees Ten). The present issued and paid up capital is Rs.

1,00,000 (Rupees One lac) divided into 10,000 (Ten Thousand) equity shares, each

with a nominal value of Rs. 10 (Rupees Ten), which has entirely been subscribed by

the current promoters of Acquirer 2.

4.2.5 The Equity Shares to be acquired under the Offer will be acquired only by the

Acquirer 2.

4.2.6 The required funds for acquiring the Equity Shares tendered in the Offer will be

funded by the Acquirer 1, by way of subscribing to the equity share capital of

Acquirer 2. Against the said subscription the Acquirer 1 will be issued equity shares

of the Acquirer 2 having differential rights as to voting (namely equity shares with

lesser voting rights than ordinary equity shares).

4.2.7 Post the subscription mentioned above, the voting rights over equity shares held of

Acquirer 2 will be exercised by its current promoters and the Acquirer 1 in the ratio

of 60:40 respectively, such that Acquirer 2 shall remain a company owned and

controlled by resident Indian citizens.

4.2.8 The Acquirer 1 has, vide its letter dated September 14, 2011, confirmed its intention

to unconditionally and irrevocably subscribe to the equity share capital of Acquirer 2

to the extent of obligations of Acquirer 2 under the Offer.

15

4.2.9 The details of the Board of Directors of Acquirer 2 are given below:

Name Date of

Appointment

Directors

Identification

Number (DIN)

Designation Residential

Address

Qualifications and

Experience

Aman

Agrawal

March 24,

2011

00019534 Director 315-A, Mittal

Park, Ruia

Park, J.M

Road, Juhu,

Mumbai 400

049

Studied

Management from

Alexander College,

Perth, Australia

15 years of

experience in the

textile industry. He

provides strategic

direction in

selection of

technology and

machineries in

setting up new

manufacturing

facilities,

improvement of

production

processes and new

ventures.

Prashant

Agrawal

March 24,

2011

00019464 Director 315-A, Mittal

Park, Ruia

Park, J.M

Road, Juhu,

Mumbai 400

049

MS in Chemical

Engineering and

Petroleum Refining,

USA

Has over 13 years of

experience in the

textile industry. He

is accredited with

development and

growth of the

Group’s export

business.

Sushil Modi March 28,

2011

03197105 Director A -707,

Oberoi Park

View,

Thakur

Complex,

Kandivali-

East,

Mumbai-

400101

B. Com, FCA

He is a practising

Chartered

Accountant with

over 20 years of

experience with

specialization in

TUFs related matter.

Ghanshyam

Kulwal

March 28,

2011

01718175 Director Flat No: B-

601, 6th

Floor,

Aster Valley

of Flowers,

Thakur

Village,

M.Com, LL.B

He is a textile

consultant by

profession with

experience of over

16

Kandivali-

East,

Mumbai-

400101

25 years in the field

of textile

consultancy.

4.2.10 None of the directors of the Acquirer 2 have acquired any Equity Shares of the

Target Company over the last 12 months from the date of the Public Announcement.

4.2.11 Except Mr. Aman Agrawal and Mr. Prashant Agrawal, none of the directors/

representatives of the Acquirer 2 are on the board of directors of the Target

Company.

4.2.12 No nominee of the Acquirer 2 has been appointed as a director on the Board of

Directors of the Target Company as on the date of this Letter of Offer.

4.2.13 The provisions of Chapter II of the SEBI (SAST) Regulations are not applicable to the

Acquirer 2 as it does not hold any Equity Shares in the Target Company.

4.2.14 As on the date of the Public Announcement, Acquirer 2 has not promoted any

company.

4.2.15 As Acquirer 2 has been incorporated on March 24, 2011, the financials of the

Company is currently not available.

4.2.16 The shares of Acquirer 2 are not listed on any stock exchange.

4.2.17 As Acquirer 2 has been incorporated on March 24, 2011, there are no contingent

liabilities of the Acquirer 2.

4.2.18 As Acquirer 2 has been incorporated on March 24, 2011 there are no comparable

financials available.

4.3 Aktieselskabet af 1/8 2004 (“PAC ”)

4.3.1 Aktieselskabet af 1/8 2004, is a company constituted under the laws of Denmark

w.e.f August 01, 2004 and is registered with the Danish Commerce and Companies

Agency under number 28502370. The registered office of the PAC is situated at

Fredskovvej 5, 7330 Brande, Denmark, Tel: + 31 20 4564400; Fax: +45 99 42 34 68

and it has no corporate office.

4.3.2 The Acquirer 1 is the wholly owned of subsidiary of the PAC.

4.3.3 PAC is promoted by Mr. Anders Holch Povlsen, who holds 100% of it’s paid up share

capital. The PAC is primarily engaged in the business of trade & investment and has a

direct and/ or indirect stake in several companies including in Bestseller A/S, which

are primarily engaged in the business of designing, developing, selling and marketing

of clothing products.

4.3.4 The shares of the PAC are not listed on any stock exchange.

4.3.5 The capital of the PAC is DKK 8,00,00,000 (Danish Kroner Eight crores) divided into

shares of DKK 1,000 (Danish Kroner One thousand) or multiples thereof.

4.3.6 The details of the Board of Directors of PAC are given below:

17

Name Date of

Appointment


Address

Experience and

Qualifications

Merete Bech

Povlsen

February 23,

2005

Chairperson Gyllingnæsvej 80

Gylling 8300

Odder, Denmark

Training in textile

trade.

Chairperson of the

PAC and the

Manager of

Bestseller Retail

Denmark A/S for last

36 years which

operates 53 shops in

Denmark.

Troels Holch

Povlsen

February 23,

2005

Manager 6 Victoria Square,

London SW

1WOQY, Great

Britain

Training in textile

trade.

He founded

Bestseller in

Ringkøbing,

Denmark in 1975.

Bestseller is

primarily engaged in

the business of

designing,

developing, selling

and marketing of

clothing products in

Europe, Middle East,

China, Canada and

India.

Member of the

Bestseller

Management and

Board of Directors

from 1975.

Anders Holch

Povlsen,

February 23,

2005

Managing

Director

Storskovvej 20 B

Ormslev 8260,

Viby J. Denmark

BA in European

Business

Administration

CEO of Bestseller

A/S since 2001 and

During his tenure as

the CEO of

Bestseller A/S,

performance of the

Company has grown

multifold across all

parameters. The

Company has also

ventured into the

newer markets and

has launched new

brands /

transformed the

existing brands.

Before being

elevated as the CEO

of Bestseller A/S in

2001, he had

18

Name Date of

Appointment


Address

Experience and

Qualifications

worked in the

Company / group

company(s) for

around 17 years at

various positions

Anne Kirstine

Storm Pedersen

December 15,

2009

Product

Coordinator

Storskovvej 20 B

Ormslev 8260,

Viby J. Denmark

Course in Business

Administration

She is the product

developer for of

Bestseller’s brands

and is inter-alia

responsible for

design and graphic

expression of

Bestseller A/S.

She started her

career as a Sales

Trainee in Bestseller

A/S and has been

employed with them

for around 16 years.

4.3.7 None of the directors of the PAC have acquired any Equity Shares of the Target

Company over the last 12 months from the date of the Public Announcement.

4.3.8 None of the directors/ representatives of the PAC are on the board of directors of

the Target Company. No nominee of the PAC has been appointed as a director on

the Board of Directors of the Target Company as on the date of this Letter of Offer.

4.3.9 The provisions of Chapter II of the SEBI (SAST) Regulations are not applicable to the

PAC as it does not hold any Equity Shares in the Target Company.

4.3.10 As on the date of the Public Announcement PAC has not promoted any company in

India.

4.3.11 As mentioned in para 3.3.1 and 3.3.2 the Acquirer 1 and the PAC had made a

previous open offer in compliance with the SEBI (SAST) Regulations and have

complied the applicable provisions of the SEBI (SAST) Regulations and other

applicable regulations under the SEBI Act 1992 and other statutory requirements as

applicable in relation to the offer.

4.3.12 The standalone financial details of the PAC are as follows:

The audited financial information of the PAC for the last 3 years ended July 31, 2010

and unaudited certified financials for the six months period ended January 31, 2011

are as under:



January 31, 2011

Twelve months period ending July 31,

2010 2009 2008

19

In DKK

(000)

In Rs.

Lacs

In DKK

(000)

In Rs.

Lacs

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

lacs

Income from

Operations - - - - - - - -

Other

Income 1,176,057.00 1,00,552.87 2,214,662.00 1,89,353.60 420,521.00 35,954.55 980,093.00 83,797.95

Total Income 1,176,057.00 1,00,552.87 2,214,662.00 1,89,353.60 420,521.00 35,954.55 980,093.00 83,797.95

Total

Expenditure - (26.00) (2.22) (58.00) (4.96) (19.00) (1.62)

Profit Before

Depreciation

Interest and

Tax

1,176.057.00 1,00,552.87 2,214,636.00 1,89,351.38 420,463.00 35,949.59 980,074.00 83,796.33

Depreciation - - - -

Financial

Expenses - (27,930.00) -2,388.02 (21,061.00) (1,800.72) (9,257.00) (791.47)

Profit Before

Tax 1,176.057.00 1,00,552.87 2,186,706.00 1,86,963.36 399,402.00 34,148.87 970,817.00 83,004.85

Provision for

Tax - 2,898.00 247.78 (10,296.00) (880.31) (1,362.00) (116.45)

Profit After

Tax 1,176,057.00 1,00,552.87 2,189,605.00 1,87,211.23 389,106.00 33,268.56 969,455.00 82,888.40


Particulars


January 31, 2011

Twelve months period ending July 31

2010 2009 2008

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

Lacs

Sources of funds

Paid up share

capital 80,000.00 6,840.00 80,000.00 6,840.00 80,000.00 6,840.00 80,000.00 6,840.00

Reserves and

Surplus

(excluding

revaluation

reserves)

6,813,936.00 5,82,591.53 5,637,879.00 4,82,038.65 3,671,498.00 3,13,913.08 3,648,232.00 3,11,923.84

Revaluation

Reserve 2,964,037.00 2,53,425.16 2,964,037.00 2,53,425.16 2,717,964.00 2,32,385.92 2,368,173.00 2,02,478.79

Networth* 6,893,936.00 5,89,431.53 5,717,879.00 4,88,878.65 3,751,498.00 3,20,753.08 3,728,232.00 3,18,763.84

Secured loans - - - - - - - -

Unsecured

loans - - - - - - - -

20

Particulars


January 31, 2011

Twelve months period ending July 31

2010 2009 2008

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

lacs

In DKK

(000)

In Rs.

Lacs

Deferred Tax

Liability (Net) - - - - - - - -

Total 9,857,973.00 8,42,856.69 8,681,916.00 7,42,303.82 6,469,462.00 5,53,139.00 6,096,405.00 5,21,242.63

Uses of funds

Net fixed assets

(Incl. WIP) - - - - - - - -

Investments 9,844,032.00 8,41,664.74 7,755,164.00 6,63,066.52 5,901,340.00 5,04,564.57 5,066,905.00 4,33,220.38

Net current

assets 13,941.00 1,191.96 926,752.00 79,237.30 568,122.00 48,574.43 1,029,500.00 88,022.25

Preliminary

Expenses - - - - - - - -

Profit & Loss

Account - - - - - - - -

Total 9,857,973.00 8,42,856.69 8,681,916.00 7,42,303.82 6,469,462.00 5,53,139.00 6,096,405.00 5,21,242.63

*- Calculated after excluding revaluation reserve

Source: Based on audited financials from Annual Reports – July 2010, July 2009 and July 2008; and

Interim Financials (Certified by Auditors of the PAC) as on January 31, 2011



January 31, 2011

Twelve months period ending July 31,

2010

2009

2008

Dividend

Per Share

- - 937.50 8,015.63 - - - -

Earnings

Per Share

(in DKK/Rs)

14,700.71 1,25,691.07 27,370.06 2,34,014.01 4,863.83 41,585.75 12,118.19 1,03,610.52

Return on

Net worth

(%)

17.06% 17.06% 38.29% 38.29% 10.37% 10.37% 26.00% 26.00%

Book Value

Per Share

(in DKK/Rs)

86,174.20 7,36,789.41 71,473.49 6,11,098.34 46,893.73 4,00,941.39 46,602.90 3,98,454.80

Notes:

21

a. There are no adjustments / rectification in respect of incorrect accounting policies or failures to make

provisions or other adjustments which resulted in audit qualifications.

b. There are no material amounts relating to adjustments for last three years which need to be adjusted in

arriving at the profits of the years to which they relate

c. There has been no change in accounting policy during the last three years.

d. There are no extra-ordinary items that need to be disclosed separately in the accounts.

e. There are no deductions required from the fixed assets, reserves and the net worth with respect to balance

outstanding on revaluation reserve account.

Source: Annual Reports of PAC

4.3.13 Significant accounting policies of the PAC (Source: Annual Report)

The Annual Report has been presented in accordance with the provisions applying to

large class C enterprises under the Danish Financial Statements Act and Danish

Accounting Standards.

Recognition and Measurement

Income is recognised in the profit and loss account when it is realised, and also the value

adjustments of financial assets and liabilities are recognised. Costs are also recognised in the

profit and loss account, together with depreciation and write-downs. Assets are recognised

in the balance sheet when it is probable that future economic benefits will flow to the

Company and the value of the asset can be measured on a reliable basis. Liabilities are

recognised in the balance sheet when an outflow of economic benefits from the Company is

probable and the value of the liability can be measured on a reliable basis. At the first

recognition, assets and liabilities are measured at cost. Subsequently, assets and liabilities

are measured as specified in the following:

Currency Translation

In the course of the year, transactions in foreign currencies are translated at the exchange

rate at the date of transaction. The difference between the exchange rates of the

transaction date and the date of payment is recognised in the profit and loss account as a

financial item. Balance sheet items denominated in foreign currencies are translated at the

exchange rate ruling at the balance sheet date. The difference between the exchange rate

ruling at the balance sheet date and the exchange rate ruling at the time when the debt or

liability occurred is recognised in the profit and loss account as a financial item.

Net Turnover

Net turnover is recognised in the profit and loss account provided that delivery and transfer

of risk have taken place by the end of the year.

Cost of Sales

Cost of sales includes provisions for loss on returned goods.

Accounting Policies Tax

22

The tax effect of joint taxation with subsidiary undertakings is distributed on the Danish

undertakings according to their taxable income (the full costing method). The jointly taxed

undertakings are included in the Danish tax prepayment scheme. The tax for the year,

comprising current tax and deferred tax, is recognised in the profit and loss account.

Provision is made for deferred tax according to the balance sheet liability method in respect

of all temporary differences between the tax base of an asset or liability and the amount

stated in the balance sheet. Deferred tax assets, including the tax value of unutilised tax

losses carried forward - are recognised to the extent that it is estimated that the tax assets

can be realised through future positive income within the foreseeable future or set-off

against deferred tax liabilities within the same legal tax unit and jurisdiction. Tax on

profits/loss for the financial year is calculated at 25 % after adjustment for non-deductible

expenses and tax-free income.

Balance Sheet

Intangible Fixed Assets

Goodwill

Amortisation of goodwill, including consolidated goodwill, is stated according to the straight-

line method based on the expected financial useful life, estimated at 5-40 years. On the

acquisition of subsidiary undertakings, the difference between the acquisition price and the

net asset value of the acquired undertaking is calculated at the date of acquisition.

Leases

Leases are amortised according to the straight-line method over the non-terminable lease

term or 5 years, in case such non-terminable term does not exist.

Tangible Fixed Assets

Tangible fixed assets are measured at cost less accumulated depreciation and write-downs.

Interest is not included in the calculation of cost. The basis for depreciation is cost less the

expected residual value of the asset after its useful life. Depreciation of the assets is

provided according to the straight-line method over the estimated useful lives of the assets.

Depreciation periods are as follows:

Operating equipment 3 - 5 years

Buildings (land is not depreciated) 10 - 50 years

Leasehold improvements 5-10 years

Acquisitions below DKK 50,000 are charged to the profit and loss account.

Financial Fixed Assets

Participating Interests in Subsidiary and Associated Undertakings

Participating interests in subsidiary and associated undertakings are calculated and

measured in the Annual Report of the Parent Company in compliance with the equity

method. The proportionate share of pre-tax results of subsidiary undertakings and

associated undertakings is recognised in the profit and loss account, while the tax share of

23

subsidiary undertakings is recognised under "Tax on profit". Subsidiary and associated

undertakings whose equity is negative are recognised at the equity value notwithstanding

that the Parent Company is not liable for the negative balance.

The total net revaluation of equity in subsidiary and associated undertakings is transferred

to the Parent Company by distribution of profit to "Reserve for net revaluation in

compliance with the equity method" under equity.

Current Assets

Inventories

Inventories are measured at cost, including freight and customs clearing, or the net

realisable value, where the latter is the lower. The net realisable value is calculated as the

sales price less expenses defrayed in connection with the execution of the sale.

Receivables

Receivables are measured at amortised cost, i.e. in general the nominal value. Amounts are

written down to the net realisation value to counter expected losses.

Securities

Securities comprise listed bonds and shares measured at the market price ruling at the

balance sheet date.

Liabilities

Provisions for Liabilities and Charges

Provisions for liabilities and charges comprise expected expenses for loss on returned goods,

maintenance of trademarks and provisions for pay not due for payment.

Payables: Amounts Falling Due Within One Year

Proposed Dividend for the Financial Year

Distribution of dividend submitted for adoption by the Annual General Meeting is to be

recognised as a liability, cf. section 48 of the Danish Financial Statements Act.

Other Payables

Trade payables, related undertakings and other payables are measured at amortised cost,

which usually corresponds to the nominal value.

Cash Flow Statement

The cash flow statement shows the year's cash flows from operating, investing and financing

activities as well as the Company's cash position at the beginning and end of the year.

Cash flows from operating activities are calculated as the results for the year adjusted for

non-cash operating items, changes in working capital and corporation tax paid.

24

Cash flows from investing activities comprise cash flows from the purchase and sale of fixed

assets.

Cash flows from financing activities comprise cash flows from the raising of and repayment

of long-term liabilities and received and distributed dividend.

Securities are included in cash and cash equivalents in the cash flow statement.

Consolidated Financial Statements

The consolidated financial statements have been prepared in accordance with the

accounting policies also applied by the Parent Company. The accounting policies correspond

to accounting class C, cf. section 118 of the Danish Financial Statements Act.

The Annual Report comprises the Parent Company, Aktieselskabet af 1/8 2004 and

undertakings, in which the Parent Company directly or indirectly holds a controlling interest.

Undertakings in which the Group holds between 20 % and 50 % of the voting rights and has

a significant but not a controlling interest are regarded as associated undertakings.

In preparing the consolidated financial statements, intercompany income and expenses,

shareholdings, dividend and balances as well as realised and unrealised profit and loss from

transactions between the consolidated undertakings have been eliminated.

The Parent Company's equity holdings of consolidated undertakings are equalled with the

Parent Company's share of the equity value of subsidiary undertakings calculated at the time

when the relationship to the Group was established.

On the acquisition of subsidiary undertakings, the difference between the acquisition price

and the net asset value of the acquired undertaking is calculated at the date of acquisition.

Any positive balance is recognised in the balance sheet under intangible fixed assets as

goodwill, which will be amortised according to the straight-line method in the profit and loss

account over the expected useful life.

4.3.14 There are no contingent liabilities of the PAC. (Source: Annual Report 2009-2010).

4.3.15 Reasons for the fall/ rise in total income and Profit After Tax (“PAT”) in the past 3

years(Source: Annual Report)

FY 2009/10 vis-à-vis FY 2008/09

The PAC earned total income of 2,214,662.00 DKK’000 (Rs. 1,89,353.60 lacs) in FY 2009/10 as

against total income of 420,521.00 DKK’000 (Rs. 35,954.55 lacs) in FY 2008/09 showing a

growth of approximately 430%. PAT of the PAC in FY 2009/10 was 2,189,605.00 DKK’000 (Rs.

1,87,211.23 lacs) as against 389,106.00 DKK’000 (Rs. 33,268.56 lacs) in FY 2008/09 showing a

growth of approximately 460%. During the period under review financial results were as

expected with a satisfactory return on bonds and the investment in subsidiaries.

FY 2008/09 vis-à-vis FY 2007/08

The PAC earned total income of 420,521.00 DKK’000 (Rs. 35,954.55 lacs) in FY 2008/09 as

against total income of 980,093.00 DKK’000 (Rs. 83,797.95 lacs) in FY 2007/08 showing a

decline of approximately 57%. PAT of the PAC in FY 2008/09 was 389,106.00 DKK’000 (Rs.

33,268.56 lacs) as against 969,455.00 DKK’000 (Rs. 82,888.40 lacs) in FY 2007/08 showing a

25

decline of approximately 60%. During the period under review financial results were not as

expected as the return on investments in subsidiaries was less than expected.

(Conversion Rate – 1 DKK = 8.55 Rs.)

4.4 DISCLOSURE IN TERMS OF REGULATION 16(ix) OF THE SEBI (SAST) REGULATIONS AND

ACQUIRERS’ AND/OR PAC FUTURE PLANS WITH REGARD TO THE TARGET COMPANY

4.4.1 Post Offer the Acquirer 1 intends to be recognised as one of the persons acting in

concert alongwith the present Promoter & Promoter Group of the Target Company

without seeking any management rights, control, representation on the board of the

Target Company and/or control of policy decisions of the Target Company.

4.4.2 As on the date of the Public Announcement, the Acquirers and/or the PAC do not

have any plans to make any major change to the existing line of business of the

Target Company or its subsidiaries or to dispose off or otherwise encumber any

assets of the Target Company in the next 24 (twenty four) months, except in the

ordinary course of business. The Board of the Target Company shall take appropriate

decisions in these matters in the ordinary course of business of the Target Company

or to the extent required for the purpose of restructuring, joint venture,

rationalization of assets, investments or liabilities of the Target Company for

commercial reasons, and operational efficiencies and on account of regulatory

approvals.

4.4.3 Other than as aforesaid, the Acquirers and/or PAC undertake that they shall not sell,

dispose of or otherwise encumber any substantial asset of the Target Company

without the prior approval of the shareholders of the Target Company

4.4.4 The acquisition of the Equity Shares of the Target Company provides the Acquirer 1

and the PAC long term value for all the stakeholders through synergy of businesses

of the Acquirer 1, the PAC and the Target Company.

5. DISCLOSURE IN TERMS OF REGULATION 21(2)

5.1 If, pursuant to this Offer, the public shareholding is found to be reduced below the minimum

level required as per the listing agreement entered into by the Target Company with the BSE

and NSE, (the “Listing Agreements”), as a result of acquisition of Equity Shares through (i)

the Conversion of GDRs; and/or (ii) any acquisition of shares from open market; and/or (iii)

the Offer, the Acquirers and/ or the PAC shall take necessary steps to facilitate compliance

of the Target Company with the minimum public shareholding requirement within a period

of one year from acquisition of Equity Shares under the Offer by any of the following

methods:

a. issuance of shares to public through prospectus; or

b. offer for sale of shares held by promoters to public through prospectus; or

c. sale of shares held by promoters through the secondary market, subject to the prior

approval of and the conditions imposed, if any, by the concerned stock exchanges.

5.2 At present, the Acquirers do not intend to delist the Equity Shares from the stock exchanges

on which they are listed in the next three years.

26

6. BACKGROUND OF BOMBAY RAYON FASHIONS LIMITED (“TARGET COMPANY” OR “BRFL”)

6.1 The Target Company was originally incorporated under the Companies Act, 1956 as a private

limited company by the name of Mudra Fabrics Private Limited on May 21, 1992. The name

of the Target Company was changed to Mudra Fabrics Limited w.e.f. October 13, 1992 when

it was converted into a public limited company. The name was further changed to Bombay

Rayon Fashions Limited w.e.f. September 30, 2004. The registered and corporate office of

the Target Company is situated at D-1st Floor, Oberoi Garden Estates, Chandivali Farms Road,

Chandivali, Andheri (East), Mumbai 400 072, India, Tel: +91 22 39858800, Fax: +91 22

28476992.

6.2 The Target Company is amongst India’s largest, vertically integrated textile group, engaged

in the manufacture of fabrics and garments and export of high-end garments business

predominantly designer shirts & tops for men, women and children. The Target Company

enjoys a strong presence across the entire value chain of spinning, yarn dyeing, weaving,

fabric processing, design and garment manufacturing. The Target Company owns 32

manufacturing facilities across several locations in the States of Maharashtra, Karnataka,

Tamilnadu, Kerala. These units are fully supported by facilities for product development,

design studios and efficient sampling infrastructure, which allow the Target Company to

provide quality services to the customers in India and abroad.

6.3 The Equity Shares of the Target Company are listed on the BSE and the NSE, while the GDRs

of the Target Company are listed on the Singapore Exchange Securities Trading Limited.

6.4 The promoters of the Target Company are Mr. Janardan Agrawal, Mr. Aman Agrawal and Mr.

Prashant Agrawal. The Promoters & Promoter Group hold 32.90% of the issued and paid up

equity share capital and voting rights of the Target Company.

6.5 The Target Company is a promoter of STI India Limited and holds 73.72% of its equity share

capital. In terms of regulation 12 read with regulation 14(4) and other applicable regulations

of the SEBI (SAST) Regulations the Acquirers shall make a public announcement to make an

open offer to the public shareholders of STI India Limited.

6.6 Brief History and major events of the Target Company:

Year Events

1986 Bombay Rayon Private Limited (BRPL), the first company of BRFL group was incorporated for

undertaking the business of manufacture of woven fabric

1990 Started a manufacturing facility for manufacturing woven fabric at Navi Mumbai

1992 BRFL incorporated for undertaking the business of manufacture of woven fabric

1998 � Started manufacturing facilities for woven fabric at Sonale in Thane district by BRFL

� Started export of Fabric by forming B R Exports for undertaking this business

2003 � Group turnover reaches Rs. 100 mn

� Start of group’s Silvassa unit for manufacture of woven fabric under Reynold Shirting Private

Limited

� Garment manufacturing for exports started in the Group. Garden City Clothing was formed for

undertaking this business

27

Year Events

2004 � Decided to set up an integrated facility of yarn dyeing, weaving, process house and garment

manufacturing at the apparel park in Doddaballapur near Bangalore

� Awarded contract to Gherzi Eastern Limited for technical appraisal of the Expansion Project

� Land allotment by Karnataka Industrial Apparel Development Board at the apparel park being

developed in Doddaballapur near Bangalore

2005

� Consolidation of business of companies and firms of the promoters

� Group turnover crosses Rs. 140 mn

� Incorporated a Wholly Owned Subsidiary BRFL Europe B.V. at Netherlands

� EXIM Bank acquires equity in BRFL. This was the first time that EXIM Bank has acquired an

equity stake in an Indian company on a preferential basis.

� Successfully completed its maiden IPO of approx Rs. 94 mn

2006 � Turnover crosses Rs. 200 mn

2007 � Successfully commenced commercial production of yarn dyeing, weaving, processing and

garment manufacturing at the apparel park in Doddaballapura near Bangalore

� Completed the Qualified Institution Placement of approx. Rs.294 mn

� Acquired majority stake in DPJ Clothing, a UK based Company

� Acquired the garment business of Leela Scottish Lace (Private) Limited for a consideration of

Rs. 155 mn

� Acquired the garment-manufacturing unit ‘LNJ Apparel’ of RSWM Limited, an LNJ Bhilwara

Group company for a consideration of Rs. 25.50 mn

� Signed Memorandum of Understanding with Government of Maharashtra (GoM) for new

expansions plans

� Turnover crosses Rs. 450 mn

2008 � Acquired the garment unit of ‘Maryan Apparel Private Limited’, located in Trivandrum, Kerala

� Acquired the European brand ‘GURU’ and the retail business of Jam Session Holding S.r.l (Jam)

through subsidiary.

� Turnover crosses Rs. 900 mn

� Amalgamation of wholly owned subsidiary Leela Scottish Lace Private Limited into it

2009 � Gross revenues cross Rs. 1000 mn.

� Received share application money of Rs. 333 mn from AAA United B.V a company

incorporated under the Laws of Netherlands.

2010 � Successfully completed its GDR of USD 97.09 mn

� Commenced commercial production of manufacturing facilities of yarn dyeing, weaving,

processing and garmenting at various units in Maharashtra

2011 � Successfully completed its second tranche of GDR of USD 105.6 mn

� Completed the successful acquisition of STI India Limited, a Indore based textile company

specializing in manufacturing and export of cotton yarn

As on date , the authorized share capital of the Target Company is Rs. 150,00,00,000 (Rupees

One hundred fifty crores) divided into 15,00,00,000 (Fifteen Crores) Equity Shares of Rs. 10

(Rupees Ten) each and the total paid up Equity Share capital, issued Equity Share capital and

28

the subscribed Equity Share capital is Rs. 132,10,00,000 (Rupees One hundred and thirty two

crores and ten lacs) divided into 13,21,00,000 (Thirteen Crores and twenty one lac) Equity

Shares of Rs. 10 each fully paid-up. There are no partly paid-up Equity Shares. As on the date

of the Public Announcement, there are 3,40,00,000 (Three Crores forty lacs) outstanding

GDRs (including those held by the Acquirer 1) representing equivalent number of Equity

Shares. Further, there are also 1,00,00,000 (One Crore) outstanding warrants issued to

certain Promoter Group companies, which are due for conversion by April 20121.

6.7 As on date the Emerging Voting Capital of the Target Company has been calculated as under:

(No. of shares)

Particulars Issued, subscribed and paid

up shares

Voting rights*

Fully paid up equity capital 13,21,00,000** 9,91,00,000

Partly paid up share capital NIL NIL

Total 13,21,00,000 9,91,00,000

EMERGING VOTING CAPITAL No. of Equity Shares

Fully paid up capital as on date of PA 12,79,00,000

Add: Assuming full conversion of warrants into Equity Shares 1,42,00,000

EMERGING VOTING CAPITAL 14,21,00,000

*- As on the date of the Public Announcement, there are 3,40,00,000 (Three Crores forty lacs) outstanding GDRs

(including those held by the Acquirer 1) representing equivalent number of Equity Shares However, as per the

shareholding pattern filed under Clause 35 by the Target Company, the outstanding GDRs are only 3,30,00,000

(Three Crores Thirty lacs). Further in terms of provisions of the offering circulars and the deposit agreements in

relation to these GDRs issues, the GDR holders have no voting rights.

** - As on the date of the Public Announcement the total issued, subscribed and paid up Equity Share

capital, of the Target Company was Rs. 127,90,00000 (Rupees One hundred and twenty seven crores

and ninety lacs) divided into 12,79,00,000 (Twelve Crores and seventy nine lacs) Equity Shares of Rs. 10

each fully paid-up. On May 9, 2011, by virtue of conversion of 42,00,000 (Forty two lacs) warrants by

one of the Promoter Group entities the total issued, subscribed and paid up Equity Share capital of the

Target Company stood increased to Rs. 132,10,00,000 (Rupees One hundred and thirty two crores and

ten lacs) divided into 13,21,00,000 (Thirteen crores and twenty one lac) Equity Shares. Further, by

virtue of conversion of 25,00,000 (Twenty five lacs) warrants by one of the Promoter Group entities on

September 30, 2011, the total issued, subscribed and paid up Equity Share capital of the Target

Company stood increased to Rs 134,60,00,000 (Rupees One hundred and thirty four crores sixty lacs)

divided into 13,46,00,000 (Thirteen crores forty six lacs) Equity Shares.

6.8 Build-up of the current capital structure of the Target Company since inception and, in this

regard, the status of compliance with the applicable provisions of the Regulations and other

statutory requirements are as follows:

1 Out of the 1,00,00,000 (One Crore) outstanding warrants 25,00,000 warrants have been converted by a

Promoter Group entity on September 30, 2011

29

Date of

allotment

No. of

Shares

issued

% of

Shares

issued

Cumulative

paid-up capital

(Rs.)

Mode of

allotment

Identity of

allottees

Status of

compliance

May 21,

1992 20 100.00% 2,000 Cash at par

Subscription to

Memorandum of

Association

(“MOA”)

Complied

August

24,1992 6,180 99.68% 620,000 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

March 24,

1994 8,103 56.65% 1,430,300 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

February

28, 1997 6,100 29.90% 2,040,300 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

February

15, 2000 30,100 59.60% 5,050,300 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

May 12,

2000 4,990 8.99% 5,549,300 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

December

15, 2002 44,507 44.51% 10,000,000 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

October 16,

2003 200,000 66.67% 30,000,000

Bonus in the

ratio of 2:1 Bonus Issue Complied

October 25,

2003 199,500 39.94% 49,950,000 Cash at par

Preferential

Allotment to

Promoters ,

Promoter Group &

Others

Complied

March 30,

2004 4,995,000 100.00% 49,950,000

Subdivision

from face

value Rs. 100

to Rs. 10

- Complied

May 3, 1,998,000 28.57% 69,930,000 Bonus in the Bonus Issue Complied

30

Date of

allotment

No. of

Shares

issued

% of

Shares

issued

Cumulative

paid-up capital

(Rs.)

Mode of

allotment

Identity of

allottees

Status of

compliance

2004 ratio of 2:5

May 14,

2004 3,000,000 30.02% 99,930,000 Cash at par

Preferential

Allotment to

Group Companies

Complied

March 29,

2005 11,587,600 53.69% 215,806,000

As per Scheme

of

Amalgamation

Complied

March 31,

2005 6,050,000 21.90% 276,306,000 Cash at par

Preferential

Allotment to

Promoters,

Promoter Group &

Group Companies

Complied

March 31,

2005 5,333,040 16.18% 329,636,400

Cash at a

premium of

Rs. 10 per

Equity Share

Preferential

Allotment to

Others

Complied

May 16,

2005 702,000 2.09% 336,656,400

Cash at a

premium of

Rs. 10 per

Equity Share

Preferential

Allotment to

Others

Complied

June 11,

2005 834,360 2.42% 345,000,000

Cash at a

premium of

Rs. 10 per

Equity Share

Preferential

Allotment to

Group Companies

and Others

Complied

July 25,

2005 1,000,000 2.82% 355,000,000

Cash at a

premium of

Rs. 40 per

Equity Share

Preferential

Allotment to EXIM

Bank

Complied

November

29, 2005 13,479,686 27.52% 489,796,860

Cash at a

premium of Rs.

60 per Equity

Share

Public Issue Complied

January 17,

2007 14,020,314 22.25% 630,000,000

Cash at a

premium of Rs.

200 per Equity

Share

Qualified

Institutions

Placement

Complied

June 16,

2008 6,100,000 8.83% 691,000,000

Conversion of

Warrants at a

premium of Rs.

197 per Equity

Share

Promoter Group

Company Complied

April 22,

2009* 18,000,000 20.67% 87,10,00,000

Cash at a

premium of Rs.

175 per Equity

Share

Preferential

Allotment to AAA

United B.V.

Complied

31

Date of

allotment

No. of

Shares

issued

% of

Shares

issued

Cumulative

paid-up capital

(Rs.)

Mode of

allotment

Identity of

allottees

Status of

compliance

November

18, 2009 19,000,000

17.91%

1,06,10,00,000

Against issue

of equivalent

numbers of

underlying

GDRs at an

issue price of

USD 5.11 per

GDR

GDR Issue

Complied

March 31,

2010 5,800,000

5.18%

1,11,90,00,000

Conversion of

Warrants at a

premium of Rs.

193 per Equity

Share

Promoter Group

Company

Complied

October 22,

2010 16,000,000

12.51%

1,27,90,00,000

Against issue

of equivalent

numbers of

underlying

GDRs at an

issue price of

USD 6.60 per

GDR

GDR Issue

Complied

May 9,

2011 42,00,000 3.18% 1,32,10,00,000

Conversion of

Warrants at a

premium of Rs.

193 per Equity

Share

Promoter Group

Company

Complied

September

30, 2011 25,00,000 1.85% 1,34,60,00,000

Conversion of

Warrants at a

premium of

Rs.253 per

Equity Share

Promoter Group

Company

Complied

* Allotment intimation to the allottee was made on June 5, 2009.

Note: Promoter and Promoter Group refers to those individuals / entities whose details are submitted to

exchanges

6.9 The Equity Shares of BRFL are listed on BSE and NSE since December 5, 2005 while the GDRs

of the Target Company are listed on the Singapore Exchange Securities Trading Limited. As

per the information provided by BRFL, it has complied with the listing requirements and

trading of the company’s stock has never been suspended from the exchange. Further, no

penal / punitive actions have been taken by the Stock Exchanges.

6.10 As per the information provided by BRFL, the Promoters and BRFL has complied with the

provisions of Chapter II of the Regulations. Except for a delay of 5 days in respect of filing of

32

disclosure under regulation 7(2)(a) pertaining to preferential allotment of 1,80,00,000 Equity

Shares made by the Target Company, the Acquirer 1 has complied with the applicable

provisions of Chapter II of the SEBI (SAST) Regulations. The Acquirer 1 has submitted a

consent application dated 5 July 2011 with SEBI in this regard. SEBI may take suitable action

against Acquirer 1 for the same.

6.11 BRFL has confirmed that it has not been prohibited by SEBI from dealing in securities in

terms of section 11B of the Securities and Exchange Board of India Act, 1992, as amended.

6.12 The Board of Directors of BRFL, as of the date of this Letter of Offer, is as under:

Name &

Designation

Address Directors

Identification

Number (DIN)

Date of

Appointment

Qualifications and

Experience

Mr. Janardan

Agrawal

Chairman

315-A, Mittal Park,

Ruia Park, J.M Road,

Juhu, Mumbai 400

049

00019497 August 24, 1992 B.Com

Founder of the BRFL

Group and has over 33

years of experience in

textile industry more

particularly in weaving

segment of the industry.

He is accredited with

establishment of the

Bombay Rayon brand of

fabrics in the local retail

market.

Mr. Aman

Agrawal*

Vice

Chairman

315-A, Mittal Park,


Juhu, Mumbai 400

049

00019534 January 31, 2003 Studied Management

from Alexander College,

Perth, Australia


experience in the textile

industry. He provides

strategic direction in

selection of technology

and machineries in

setting up new

manufacturing facilities,

improvement of

production processes

and new ventures.

Mr. Naseer

Ahmed

Jt. Vice

Chairman

391, 2nd

Main, 2nd

Cross, 2nd

Phase, 80

Feet Road, R.M.V

Extension, Bangalore

560 094

00027095 July 25, 2005 B.Com

Businessman and a

sitting member of the

legislative council of

State of Karnataka and

was a minister of state

for small-scale industries

in State of Karnataka

during October 1990 to

November 1992

33

Mr. Prashant

Agrawal*

Managing

Director

315-A, Mittal Park,


Juhu, Mumbai 400

049

00019464 September 01,

1997

MS in Chemical

Engineering and

Petroleum Refining, USA


experience in the textile

industry. He is

accredited with

development and

growth of the Group’s

export business

Mr. Uday

Mogre

Executive

Director –

Corporate

4th

Floor, Govindrao

Patwardhan Marg,

Opposite Portuguese

Church, Dadar,

Mumbai 400 028

00299151 May 16, 2005 B-Tech (Chemical

Engineering) from

Laxminarayan Institute

of Technology, Nagpur &

PGDM - IIM-

Ahmedabad

He has over 38 years of

experience in project

financing, marketing and

SAP

Mr. A.R.

Mundra

Executive

Director-

Finance

63-A, Shivam, 96,

Jayprakash Road,

Andheri (West),

Mumbai 400 058

00019234 May 16, 2005 B.Com, LL.B (Gold

Medalist), ACA (All India

Ranker), ACS (All India

Ranker), Member of the

International Institute of

Business Management,

London and Alumni of

Asian Institute of

Management, Manila


experience in finance,

commercial and

managerial related

matters. His core

strength lies in fund

procurement, internal

controls, mergers &

acquisitions,

organizational systems

and strategic planning

Mr. M M

Agrawal

Director

Flat No. 1204/ 1205,

Tower I, "C” Wing

Ashoka Garden

Sewree, Mumbai400

015

00681433 February 9, 2011 Bachelor of Engineering

CAIIB - Part I

Has over 37 years of rich

and varied banking

experience, of which for

21 years he worked with

State Bank of Jaipur &

Bikaner and the last

position held by him was

that of Chief Manager

(Credit).

Since 1994 till the date

of his retirement in

August 2010, he worked

with Axis Bank Limited

(erstwhile UTI Bank

34

Limited) and held

various senior level

positions. He held the

post of Deputy

Managing Director of

Axis Bank at the time of

his retirement.

Dr. Pravin P.

Shah

Director

502, Dolly Chambers,

Strand Cinema Road,

Colaba, Mumbai 400

005

00112544 July 25, 2005 B.Com (ranked 1st in

order of merit), P.G. -

I.C.W.A.I.,

F.C.A. (all India 4th

ranker in final

examination held in May

1969), Ph.D. in Cost

Accounting


professional experience

in the areas of financial

consultancy, corporate

structuring/restructurin

g, management

consultancy, taxation,

valuation, property

matters, accounting,

auditing, company law

and FEMA matters

Dr. B.S.

Bhesania

Director

Nazir Building, 13 A.K

Marg, Cumballa Hill,

Mumbai 400 036

00026222 July 25, 2005 B.Sc., LL.M and Ph.D.

Law from University of

Mumbai.

Attorney-at-law, High

Court, Bombay since

1962 and a Solicitor,

Supreme Court of

England and Supreme

Court of Hongkong since

1981 and 1982

respectively. He

specializes in areas of

shipping laws, corporate

laws, property laws, etc.

He is a Partner of M/s.

Mulla & Mulla & Cragie

Blunt & Caroe.

Mr. S.B.

Agarwal

Director

31, Sainara, 17, Cuffe

Parade, Mumbai 400

005

00524452 July 25, 2005 M.Com, LL.B, ACA


professional experience

in textile industry. He

was Business Head for

global textile companies

in Aditya Birla Group

having textile units at

various locations in India

and abroad. He was

President and Chief

Executive Officer of

Rajasthan Spinning Mills

(Bhilwara Group). He

35

has also worked with J.

C. Mills, Gwalior a Birla

Group Company

Mr. K.

Muthukumar

an

Director

(Nominee of

EXIM Bank)

704, Wallance Apts

1, Sleater Road,

Grant Road (West),

Mumbai-400007

00432642 October 30, 2009 M.Sc. in statistics, Post

Graduate Diploma in

Management.

Presently heads the

Corporate Banking

Group at EXIM Bank. He

has over a decade of

international banking

experience.

Mr. Suresh

Vishwasrao

Director

B9, Dreams, SBI Staff

Hsg. Soc. Limited,

Babhiram, Mandir

Road, Off Vasantrao

Road, Borivali

(West), Mumbai,

400092

00837235 March 31, 2009 MA, C.A.I.I.B, Diploma

holder in risk

management from New

York University

He has an overall four

decades of experience in

the banking industry

*- Mr. Prashant Agrawal and Mr. Aman Agrawal are on the board of Acquirer 2. In terms of Regulation 22(9) of

the SEBI (SAST) Regulations, both Mr. Aman Agrawal and Mr. Prashant Agrawal have recused themselves and

will not participate in any matter(s) concerning or relating to the Offer including any preparatory steps leading to

the Offer.

6.13 The Target Company has confirmed that, there have been no mergers/ demergers or spin-

offs involving BRFL during the last three years, except the following:

6.14 The Target Company had, pursuant to the provisions of Section 391 to 394 of the Companies

Act, 1956 and with the approvals of the Shareholders and secured creditors, entered into a

scheme of amalgamation with Leela Scottish Lace Private Limited, a wholly owned subsidiary

with the Company. The Hon’ble High Court of Judicature at Bombay sanctioned the Scheme

of Amalgamation with effect from November 28, 2008 through its order dated November 26,

2008.

6.15 The brief consolidated audited financial information for last three fiscal years ending March

31, 2011 of the Target Company are as under:

Profit & Loss Account

(All figures are in Rs. lacs)


Financial Year ended

March 31, 2011 March 31, 2010 March 31, 2009

Net Sales 269,090.05 180,145.41 151,451.31

Other Income 3,006.47 1,962.23 649.75

Total Income 272,096.52 182,107.64 152,101.06

Expenditure 216,897.48 142,944.62 120,266.44

36

Profit Before Depreciation Interest and Tax 55,199.04 39,163.02 31,834.62

Depreciation 16,741.37 8,226.57 5,125.20

Interest & Financing Charges 14,779.73 9,502.81 6,862.64

Profit Before Tax 23,677.94 21,433.64 19,846.78

Provision for Tax 3,336.19 5,185.07 6,107.62

Minority Interest 59.88 89.42 71.98

Profit After Tax after adjustment of Minority Interest 20,281.87 16,159.15 13,667.18

Balance Sheet

(All figures are in Rs. lacs)


As at


Sources of funds

Paid up share capital 12,790.00 11,190.00 6,910.00

Reserves and Surplus (excluding revaluation reserves) 249,025.90 176,498.76 78,057.64

Advance Money Received for convertible Warrants 8601.50 2,026.50 -

Share Application Money - - 33,300.00

Networth 270,417.40 189,715.26 118,267.64

Secured loans 277,092.01 214,731.47 166,386.72

Unsecured loans 36,722.52 34,295.83 13,791.16

Deferred Tax Liabilities 4,252.28 7,137.76 5,996.05

Foreign Exchange Fluctuation Reserve - - 639.40

Total 588,484.21 445,880.32 305,080.97

Uses of funds

Goodwill on Consolidation - 841.77 841.77

Net fixed assets 323,868.73 214,903.05 106,561.58

Capital Work in Progress 67,588.55 55,425.55 71,527.54

Investments 11,254.24 39,091.11 28,370.88

37


As at


Net current assets 176,672.19 133,044.73 97,606.73

Miscellaneous Expenditure 12.90 - 172.47

Foreign Exchange Fluctuation Reserve 9,087.60 2,574.11 -

Total 588,484.21 445,880.32 30,5080.97


As on

March 31, 2011

March 31, 2010

March 31, 2009

Basic Earning Per Share (Rs.) 17.05 17.37 19.78

Diluted Earnings Per Share (Rs.) 15.84 17.07 15.92

Return on Net worth (%) 7.50% 8.52% 11.56%

Book Value Per Share (Rs.) 211.43 169.54 171.15

Source: Annual Reports, www. nseindia.com and www.bseindia.com

The consolidated contingent liability of the Target company not provided for the FY 2-11 is

Rs 19,360.24 lacs.

6.16 Reason for rise/fall in income and profitability:

2011 compared with 2010:

The Target Company earned total income of Rs. 272,096.52 lacs in FY 2010/11 as against

total income of Rs. 182,107.64 lacs in FY 2009/10 showing a growth of approximately

49.42%. PAT of the Target Company in FY 2010/11 was Rs.20,281.87 lacs as against Rs.

16,159.15lacsin FY 2009/10 showing an increase of approximately 25.51%. This growth was

on account of the following:

economies of scale; and

increased production capacities on account of commencement of commercial

production of manufacturing facilities of yarn dyeing, weaving, processing at Tarapur

and garmenting at various units in Maharashtra;

2010 compared with 2009:

The Target Company earned total income of Rs. 182,107.63 lacs in FY 2009/10 as against

total income of Rs. 152,101.06 lacs in FY 2008/09 showing a growth of approximately

20.00%. PAT of the Target Company in FY 2009/10 was Rs. 16,159.15 lacs as against Rs.

38

13,667.18 lacs in FY 2008/09 showing an increase of approximately 18.00%. This growth was

on account of the following:

• economies of scale;

• increased production capacities on account of commencement of commercial

production of manufacturing facilities of yarn dyeing, weaving, processing at Tarapur

and garmenting at various units in Maharashtra; and

• increase in sale of higher margin products

39

6.17 Pre and post Offer share holding pattern of BRFL is as follows:

Shareholding and voting rights

Shareholders'

Category

prior to the agreement

/ acquisition & offer

as on Sept. 30, 2011

(after certain warrant and

GDR conversion)

agreed to be

acquired, which

triggered regulations

to be acquired in

open offer

(assuming full

acceptance)

after the acquisition

and offer

(A) (B) (C) (D) (E)

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

(1) Promoter Group

(a) Parties to

agreement, if any - - - - - -

(b) Promoters, other

than (a) above 39,259,260 30.70% 45,959,260 34.15% - - 132,879,660 93.51%

Total 1 (a+b) 39,259,260 30.70% 45,959,260 34.15% - -

(2) Acquirers

(a) Acquirer 1

(i) Existing Holding 18,000,400 14.07% 18,000,400 13.37% - -

(ii) Through Open

Offer - - - - - -

(iiI) Through GDR

Conversion - - - - 33,000,000 22.82%

(b) Acquirer 2 - - - - - - 28,420,000 19.65%

(c) PAC - - - - - -

Total 2 (a+b+c) 18,000,400 14.07% 18,000,400 13.37% 33,000,000 22.82%

(3) Paries to

agreement other

than (1)(a) & (2) - - - - - -

Total 4 (1+2+3) 57,259,660 44.77% 63,959,660 47.52% 33,000,000 22.82% 28,420,000 19.65% 132,879,660 93.62%

(4) Public (other

than (1), (2) & (3)

above)

(a) Institutions/

MFs/ FIs/ Banks/ FIIs,

etc. 17,958,928 14.04% 18,235,209 13.55%

This will depend on the

response within each

category of (5)

(b) Bodies

Corporate 13,053,147 10.21% 13,893,277 10.32%

(c) Individuals 4,557,018 3.56% 5,266,955 3.91%

(d) Others 1,071,247 0.84% 244,899 0.18%

(d) Shares held by

custodion against

GDRs issued 34,000,000 26.58% 33,000,000 24.52%

Total 5 (a+b+c+d+e) 70,640,340 55.23% 70,640,340 52.48% - - - - 9,220,340 6.49%

Grand Total (4+5) 127,900,000 100.00% 134,600,000 100.00% - - - - 142,100,000 100.00% Notes:

1. Post Offer shareholding of the Promoter & Promoter Group is has been computed assuming full conversion of the outstanding warrants by the Promoter group

companies.

2. Post Offer the Acquirer 1 intends to be recognised as one of the persons acting in concert alongwith the present promoters and promoter group of the Target Company without

seeking any management rights, control, representation on the board of the Target Company and/or control of policy decisions of the Target Company. Further Post Offer, the

holding of the Acquirers and PAC will be shown under the Promoter and Promoter Group Category.

3. It is proposed to convert the GDRs only after closure of the Open Offer.

4. Acquirer 2, which is part of the Promoter and Promoter Group of the Target Company, will be acquiring the Equity Shares under the Offer.

5. The entire 33,000,000 GDRs are been held by the Acquirer 1.

6. The Acquirers and PAC have not purchased any Equity Shares of the Target Company after the PA till the date of Letter of Offer.

7. The Target Company had 8,624 Shareholders as at September 30, 2011.

8. All percentages in Column C, D, and E have been computed on the Emerging Voting Capital of the Target Company.

40

6.18 There are no litigations pending against the Target Company whose outcome could have a

material adverse effect on the position of the Target Company. Further there are no

outstanding litigation or defaults which pertain to matters which are likely to affect the

operations and finances of the Company including disputed tax liabilities, prosecution under

any enactment in respect of Schedule XIII of the Companies Act, 1956.

6.19 Compliance Officer:

Ms. Prachi Deshpande

Company Secretary & Compliance Officer

Bombay Rayon Fashions Limited

D-1st Floor, Oberoi Garden Estates

Chandivali Farms Road, Chandivali

Andheri (East), Mumbai 400 072

Email: [email protected]

Tel: +91 22 39858800

6.20 The change in shareholding of the Promoters of BRFL as and when it happened in BRFL is

shown in the table below:

Date of

Transaction

Particulars Shares

Acquired

/Purchased

Shares Sold

/

Transferred

Total Holding

of Promoter

% to

Total

Shares of

Company

Status of

Compliance

21-May-92 Subscription to MoA

by Promoter

10 - 10 50.00 Complied

24-Aug-92 Subscription by

Promoter and

Promoter Group

3,910 - 3,920 63.23 Complied

24-Mar-94 Subscription by

Promoter and

Promoter Group

5,602 - 9,522 66.57 Complied

28-Feb-97 Subscription by

Promoter

4,000 - 13,522 66.27 Complied

15-Feb-00 Subscription by

Promoter and

Promoter Group

30,100 - 43, 622 86.38 Complied

12-May-00 Subscription by

Promoter

2,990 - 46,612 84.00 Complied

15-Dec-02 Subscription by

Promoter and

Promoter Group

44,507 - 91,119 91.12 Complied

6-Oct-03 Acquisition by

Promoter by way of

transfer

7,181 - 98,300 98.30 Complied

16-Oct-03 Bonus 2:1 1,96,600 - 294,900 98.30 Complied

41

Date of

Transaction

Particulars Shares

Acquired

/Purchased

Shares Sold

/

Transferred

Total Holding

of Promoter

% to

Total

Shares of

Company

Status of

Compliance

25-Oct-03 Subscription by

Promoter and

Promoter Group

199,500 - 494,400 98.98 Complied

30-Mar-04 Post Subdivision

Total

4,944,000 - 4,944,000 98.98

12-Apr-04 Acquisition by

Promoter by way of

transfer

48,000 - 4,992,000 99.94 Complied

3-May-04 Bonus 2:5 1,996,800 - 6,988,800 99.94 Complied

14-May-04 Subscription by

Promoter and

Promoter Group

3,000,000 - 9,988,800 99.96 Complied

29-Mar-05 Allotment pursuant

to Scheme of

Amalgamation to

Promoter and

Promoter Group

company

11,467,600 - 21,456,400 99.42 Complied

31-Mar-05 Subscription by

Promoter and

Promoter Group

6,050,000 - 27,506,400 83.44 Complied

27-Apr-05 Transfer to

employees of BRFL

by one of the

Promoter Group

company

- 53,900 27,452,500 83.28 Complied

11-Jun-05 Subscription by one

of the Promoter

Group company

178,360 - 27,630,860 80.09 Complied

11-Jun-05 Transfer to

Employees of the

Company by one of

the Promoter Group

company

- 321,700 27,309,160 79.16 Complied

4-Jul-05 Acquisition by

Promoter by way of

transfer

50,000 - 27,359,160 79.30 Complied

12-Apr-07 Open Market Sale by

one of the individual

forming part of the

Promoter Group

- 250,000 27,109,160 43.03 Complied

12-Apr-07 Open Market

Purchase by one of

250,000 - 27,359,160 43.43 Complied

42

Date of

Transaction

Particulars Shares

Acquired

/Purchased

Shares Sold

/

Transferred

Total Holding

of Promoter

% to

Total

Shares of

Company

Status of

Compliance

the Promoter Group

company

4-Aug-07 Open Market

Purchase by one of

the Promoter Group

company

100,000 - 27,459,160 43.59 Complied

11-Feb-08 Open Market Sale by


forming part of the

Promoter Group

- 100,000 27,359,160 43.43 Complied

13-Feb-08 Open Market

Purchase by one of

the Promoter Group

company

100,000 - 27,459,160 43.59 Complied

26-Mar-08 Open Market Sale by


forming part of the

Promoter Group

- 100,000 27,359,160 43.43 Complied

31-Mar-08 Open Market

Purchase by one of

the Promoter Group

company

100,000 - 27,459,160 43.59 Complied

3-May-081 Gift by one of the

individual forming

part of the Promoter

Group to one of the

Promoter

- 157,000 27,302,160 43.34 Complied

3-May-08 Gift by one of the

individual forming

part of the Promoter

Group to one of the

Promoter

157,000 - 27,459,160 43.59 Complied

16-Jun-082 Subscription by one

of the Promoter

Group company by

way of conversion of

warrants

6,100,000 - 33,559,160 48.57 Complied

30-Jul-08 Open Market Sale by


forming part of the

Promoter Group

- 100,000 33,459,160 48.42 Complied

31-Mar-10 Subscription by one

of the Promoter

Group company by


warrants

5,800,000 - 39,259,160 35.08 Complied

43

Date of

Transaction

Particulars Shares

Acquired

/Purchased

Shares Sold

/

Transferred

Total Holding

of Promoter

% to

Total

Shares of

Company

Status of

Compliance

31-Mar-10 Open market

purchase by

Promoter Group

100 - 39,259,260 35.08 Complied

09-May-

2011

Subscription by one

of the Promoter

Group company by


warrants

42,00,000 - 43,459,260 32.90 Complied

30-Sept-

2011

Subscription by one

of the Promoter

Group company by


warrants

25,00,000 - 44,959,260 34.15 Complied

Note:

1. The gift of 157,000 Equity Shares on May 3, 2008, is by an individual belonging to the Promoter Group to one

of the Promoters and as such there is no change in the overall shareholding of the Target Company; and

2. The subscription to the 6,100,000 Equity Shares by one of the Promoter Group Company (by way of

conversion of warrants) has not triggered the provisions of SEBI (SAST) Regulations, as the shareholding for

the particular period has changed from 43.59% to 48.57%, i.e.; an overall change of 4.98%.

7. OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1 Justification of Offer Price

7.1.1 The Equity Shares of BRFL are listed on BSE and the NSE. The Equity Shares are

frequently traded on the BSE and NSE.

7.1.2 The Acquirers along with the PAC made the Public Announcement on April 6, 2011.

The annualized trading turnover during the period October 2010 to March 2011, the

six calendar months prior to April 2011 (the month in which the Public

Announcement was made), is as follows:

Name of the

Stock

Exchange

Total No. of Shares traded

during the 6 calendar

months prior to the month

in which the PA was made

Total No. of listed

Shares*

Annualized trading

turnover (in terms

of % to total listed

Shares)

NSE 7,55,73,668 12,79,00,000 118.18%

BSE 1,39,09,458 12,79,00,000 21.75%

Source: Official Data from BSE and NSE

* - The listed Shares of the Target Company as on the date of the Public Announcement was

12,79,00,000 Shares. Post conversion of 42,00,000 warrants on May 9, 2011, by one of the Promoter

Group entity, the total no. of issued , subscribed, paid up and listed capital of the Target Company stood

increased to 13,21,00,000 Shares.

44

7.2 As the annualized trading turnover (by number of Shares) on BSE and NSE is more than 5%

of the total number of listed Shares of BRFL, the Shares of BRFL are deemed to be frequently

traded as per the explanation to Regulation 20(5) of the Regulations. The Equity Shares of

the Target Company are most frequently traded on the NSE.

7.2.1 M/s K.J. Sheth & Associates, Chartered Accountants, have vide its certificate dated

September 13, 2011, certified that the Offer Price of Rs. 300.00 (Rupees Three

Hundred only) per Equity Share is justified in terms of Regulation 20(4) of the

Regulations being higher than the following:

S. No. Parameters Price (Rs per share)

1. Negotiated price Not Applicable

2. Highest price paid by the Acquirers for acquisition, if any,

including by way of allotment in a public or rights or

preferential issue during the twenty six week period prior to

the date of the Public Announcement i.e., acquisition* of

1,50,00,000 (One crore and fifty lac) GDRs at USD 6.60

(United States Dollar Six and sixty cents) per GDR equivalent.

Rs. 294.69

(being 1 USD = Rs. 44.65

as on March 31, 2011 )

3. Average of weekly high and low of the closing prices of the

shares of the Target Company on NSE, where shares are

most frequently traded, for the 26 (twenty six) weeks period

ended on April 5, 2011 i.e., the date preceding the Public

Announcement.

Rs. 230.47

4. Average of daily high and low prices of the Target Company

on NSE, where shares are most frequently traded, for the 2

(two) weeks period ended on April 5, 2011 i.e., the date

preceding the Public Announcement.

Rs. 265.26

7.2.2 The details of closing prices and volume on NSE for the 26-week period prior to the

date of the Public Announcement are as under:

Week

No.

Week ending High

(Rs.)

Low

(Rs.)

Average

(Rs.)

Volume

(No. of Shares)

1. 12 October 2010 257.95 255.10 256.53 41,77,181

2. 19 October 2010 258.25 250.65 254.45 45,05,594

3. 26 October 2010 248.05 240.60 244.33 43,42,435

4. 02 November 2010 235.40 219.10 227.25 1,14,42,841

5. 09 November 2010 223.85 217.35 220.60 31,10,533

6. 16 November 2010 217.80 216.10 216.95 34,71,202

7. 23 November 2010 216.65 211.05 213.85 40,36,186

8. 30 November 2010 214.30 202.00 208.15 52,63,856

9. 07 December 2010 218.90 210.15 214.53 18,04,233

45

Week

No.

Week ending High

(Rs.)

Low

(Rs.)

Average

(Rs.)

Volume

(No. of Shares)

10. 14 December 2010 201.20 194.55 197.88 26,78,375

11. 21 December 2010 199.75 197.45 198.60 11,47,622

12. 28 December 2010 199.00 196.95 197.98 10,73,716

13. 04 January 2011 205.90 198.60 202.25 15,73,595

14. 11 January 2011 207.45 201.60 204.53 23,91,184

15. 18 January 2011 209.85 205.50 207.68 16,67,752

16. 25 January 2011 237.75 212.30 225.03 23,53,912

17. 01 February 2011 243.60 234.35 238.98 19,42,504

18. 08 February 2011 243.25 236.45 239.85 14,51,358

19. 15 February 2011 251.80 232.05 241.93 23,04,836

20. 22 February 2011 249.10 243.45 246.28 14,70,988

21. 01 March 2011 253.95 241.00 247.48 13,24,779

22. 08 March 2011 254.15 246.60 250.38 12,67,459

23. 15 March 2011 252.00 250.45 251.23 7,84,604

24. 22 March 2011 257.25 251.00 254.13 6,65,133

25. 29 March 2011 270.25 256.50 263.38 27,54,679

26. 05 April 2011 278.00 258.00 268.00 74,17,085

Average 230.47

Source: www.nseindia.com

7.2.3 The average of the daily high and low prices of the Equity Shares of the Target

Company during the 2 weeks preceding the PA is Rs. 265.26 per share. Please see

the following table for detailed computation:

Day

No.

Day & Date High

(Rs.)

Low

(Rs.)

Average

(Rs.)

Volume

(No. of Shares)

1. 23 March 2011 259.40 254.05 256.73 1,50,570

2. 24 March 2011 262.00 254.00 258.00 2,48,109

3. 25 March 2011 268.80 255.15 261.98 9,97,070

4. 28 March 2011 270.85 261.10 265.98 6,85,417

46

5. 29 March 2011 273.05 265.25 269.15 6,73,513

6. 30 March 2011 272.90 260.75 266.83 4,88,917

7. 31 March 2011 269.85 251.25 260.55 46,68,793

8. 01 April 2011 274.30 260.50 267.40 13,23,949

9. 04 April 2011 275.80 267.10 271.45 5,04,635

10. 05 April 2011 278.50 270.50 274.50 4,30,791

Average 265.26

Source: www.nseindia.com

7.2.4 Based on the above, the Offer Price is justified as per the Regulations. SEBI has vide

its observation letter bearing reference no. CFD/CDR/SKS/SG/OW/33048/2011

dated October 21, 2011, directed that interest at the rate of 10% per annum be paid

on the offer price for delay beyond the original schedule as provided in the PA to the

date of receipt of FIPB approval, i.e, July 26, 2011.

7.2.5 There is no non-compete agreement entered into by the Acquirers or the PAC with

the Target Company or its Promoters or the Promoter Group.

7.2.6 As per the Regulations, the Acquirers can revise the Offer Price upwards up to 7

working days prior to the closure of this Offer and the revision, if any, in the Offer

Price would be announced in the same newspapers where the original Public

Announcement has appeared and the revised price will be paid for all Equity Shares

acquired pursuant to this Offer.

7.2.7 If the Acquirers and/or PAC acquire Equity Shares after the date of Public

Announcement up to 7 working days prior to the close of the Offer at a price higher

than the Offer Price, then the highest price paid for such acquisition shall be payable

for all the valid acceptances received under the Offer, provided no such acquisition

shall be made by the Acquirers and/or PAC during the last seven working days prior

to the closure of the Offer.

7.3 Financial Arrangements

7.3.1 The total funding requirement for the Offer assuming full acceptance, i.e., for

acquisition of up to 2,84,20,000 (Two Crores eighty four lacs and twenty thousand)

Equity Shares from the public shareholders of the Target Company at Rs. 300/-

(Rupees Three hundred) plus an interest of Rs. 2.06 (Rupees Two and six paise only)

(calculated at the rate of 10% p.a. from July 2, 2011 i.e., the original scheduled date

of payment to July 26, 2011 i.e., the date of receipt of approval from FIPB) per Equity

Share is Rs. 8,58,45,45,200.00 (Rupees Eight hundred fifty eight crores forty five

lakhs forty five thousand two hundred) (the “Maximum Consideration”).

7.3.2 In accordance with letter bearing reference number

CFD/DCR/SKS/SG/OW/27957/2011 dated 5 September 2011 issued by SEBI, the

Acquirers have appointed Enam Securities Private Limited as the Manager to the

Offer in substitution of Axis Bank Limited. As and by way of security for performance

47

of obligations of the Acquirers and/or the PAC under the Offer and under SEBI (SAST)

Regulations, an unconditional, irrevocable and on demand bank guarantee dated

September 14, 2011 has been issued by Axis Bank Limited, a banking corporation

incorporated under the laws of India and having one of its branch office at Fort Main

Branch at Jeevan Prakash Building, Sir P. M. Road, Fort, Mumbai 400001 for an

amount up to Rs. 101.40 crores (equivalent to USD 23 million) and valid upto

December 15, 2011 in favour of the Manager to the Offer (“Bank Guarantee”). The

said Bank Guarantee is backed by a counter bank guarantee dated September 13,

2011 which has been issued by Nordea Bank, Denmark on behalf of the Acquirer 1

in favour of Axis Bank Limited for an amount up to USD 23 million (equivalent to Rs.

101.40 crores) and valid upto December 30, 2011.

7.3.3 The Bank Guarantee is in excess of the amount required under regulation 28(2) of

the SEBI (SAST) Regulations, i.e, 25% of the first Rs. 100 crores and 10% thereafter.

The said Bank Guarantee entitles the Manager to the Offer to realize the value

thereof in terms of the SEBI (SAST) Regulations.

7.3.4 In addition, the Acquirers, the PAC, the Manager to the Offer and Axis Bank Limited,

a banking corporation incorporated under the laws of India and having one of its

branch office at Fort Main Branch at Universal Insurance Building, Ground Floor, Sir

P. M. Road, Fort, Mumbai 400001 have entered into an escrow agreement, (the

“Escrow Agreement’) in accordance with regulation 28 of the SEBI (SAST)

Regulations. Pursuant to the Escrow Agreement, Acquirer 1 has deposited an

amount of € 15,81,265 (equivalent to approx Rs. 9.90 crores in an escrow account

named “BRFL - Escrow Account – Open Offer” (“Escrow Account-Cash”), which is in

excess of 1% of the value of the Maximum Consideration payable under the Offer,

assuming full acceptances, in an escrow account opened with Axis Bank Limited.

Banker to the Offer has been duly authorized to realize the value of the aforesaid

Escrow Account in terms of the SEBI (SAST) Regulations. The Bank Guarantee and

Escrow Account – Cash are together referred to as “Escrow Account”.

7.3.5 As on January 31, 2011, the Acquirer 1 had a networth of € 154,754,000 (equivalent

Rs. 978.66 crores), while as on March 31, 2011 the cash/cash equivalents of the

Acquirer 1 was € 12,958,198 (equivalent Rs. 81.95 crores). Further as on January 31,

2011 PAC had a networth of DKK 9,857,973,000 (equivalent Rs. 8,428.57 crores)

while as on March 31, 2011 the cash/cash equivalents of the PAC was DKK 2,763,706

(equivalent Rs. 2.36 crores).

7.3.6 PAC has vide its letter dated September 14, 2011 confirmed to unconditionally and

irrevocably extend financial support to the Acquirer 1 and ensure that the

obligations of the Acquirer 1 as set out under the SEBI (SAST) Regulations are

complied with. The Acquirer 1 has vide its letter dated September 14, 2011

confirmed to unconditionally and irrevocably subscribe to the share capital of

Acquirer 2 to the extent of obligations of Acquirer 2 under the Offer.

7.3.7 The Acquirers and/or the PAC have adequate resources and have made firm

financial arrangements for financing the acquisition of the Equity Shares under the

Offer from their existing cash, bank balance, cash and cash equivalents generated

from its operations and equity subscription money, in terms of regulation 16(xiv) of

the SEBI (SAST) Regulations. The source of funding in order to meet the obligations

under the Offer for the (i) Acquirer 1 is being met through existing cash and bank

balance and financial assistance to be extended by PAC; (ii) PAC is being met through

48

existing cash and cash equivalents from its operations; and (iii) Acquirer 2 is being

met through the equity subscription money proposed to be brought in by the

Acquirer 1 in Acquirer 2 in terms of the Acquirer 1’s letter dated September 14,

2011, referred to in paragraph 7.3.6.

7.3.8 Claus Lykke Jensen of Partner Revision, State Authorised Public Accountant, CVR nr.

15807776 located at Torvegade 22, 7330 Brande, Denmark, Tel #: (+45) 97 18 03 66,

Fax #: (+45) 97 18 14 01 have vide their certificate dated September 14, 2011

confirmed that on the basis of necessary information and explanation furnished to

them and also on the verification of assets, liabilities, requirement of funds, the

Acquirer 1 and the PAC have adequate resources to meet the financial requirements

of the Offer.

7.3.9 Mr. Kirit Sheth, proprietor M/s K. J. Sheth & Associates, Chartered Accountant,

Membership no. 37824, (Address: 2nd Floor, Seksaria Chambers, 139, N.M. Road,

Fort, Mumbai–400 023, Tel: 022 2267 16 18, Email - [email protected])

have vide its letter dated September 14, 2011 certified that on the basis of the letter

of the Acquirer 1 dated September 14, 2011 to Acquirer 2 confirming to

unconditionally and irrevocably subscribe to the equity share capital of Acquirer 2

to the extent of obligations of Acquirer 2 under the Offer and further on the basis of

necessary information and explanation furnished to them the Acquirer 2 have made

adequate arrangements to meet the financial requirements of the Offer.

7.3.10 The Acquirers and the PAC have vide a certificate dated September 14, 2011 given

an undertaking to the Manager to the Offer to meet their financial obligations under

the Offer. Enam Securities Private Limited, as Manager to the Offer, has been duly

authorized by the Acquirers and the PAC to realize the value of the Escrow Accounts

in terms of the SEBI (SAST) Regulations.

7.3.11 Firm arrangements for financial resources required to implement the Offer i.e. funds

for payment through verifiable means are in place to fulfill the obligations of the

Acquirers and the PAC under the Offer and the Manager to the Offer is satisfied that

the Acquirers and the PAC have adequate resources to meet the financial

requirements of the Offer in accordance with the SEBI (SAST) Regulations.

8. TERMS AND CONDITIONS OF OFFER

8.1 Statutory Approvals required for the Offer

8.1.1 The Offer along with any obligation to make payment for, or purchase the Equity

Shares tendered and accepted, is subject to receipt of approval from the Reserve

Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”)

and the rules and regulations made thereunder for the acquisition of Equity Shares

by the Acquirer 2 under the Offer. The Acquirers and PAC have made an application

for obtaining the necessary approval from the RBI on April 13, 2011 and presently

await such approval.

8.1.2 In terms of the provisions of the final Combination Regulations notified by the

Competition Commission of India (CCI) on May 11, 2011, approval of CCI is not

required for the Offer.

8.1.3 The Foreign Promotion Board of India (FIPB) vide its letter dated July 26, 2011

49

addressed to the Acquirer 2 has conveyed Government of India’s approval for

foreign direct investment by the Acquirer 1 of up to Rs. 852.60 crore in one or more

tranches for subscribing to the equity shares of the Acquirer 2, subject to conditions

mentioned therein. In case of (i) infusion of funds in excess of Rs. 852.60 crore; or (ii)

increase in the foreign direct investment by the Acquirer 1 in Acquirer 2, the FIPB

would have to be notified within 30 days of receipt of funds and/or allotment of

shares, as the case may be.

8.1.4 The Acquirer 1 has obtained necessary clearance from the German Federal Cartel

Office and the Austrian Federal Competition Authority for conversion of the GDRs

into Equity Shares and the Offer.

8.1.5 Except as stated above, no statutory or regulatory approval(s) is/are required by the

the Acquirers and/or the PAC for the purpose of the Offer.

8.1.6 In case of delay, due to non-receipt of statutory approvals, as per regulation 22(12)

of the SEBI (SAST) Regulations, Securities and Exchange Board of India (“SEBI”) may,

if satisfied that the non-receipt of the approvals was not due to willful default or

negligence, grant an extension for the purpose of completion of the Offer provided

the Acquirers and/ or the PAC agree to pay interest to the shareholders of the Target

Company beyond 15 (fifteen) days. Further, if the delay occurs on account of willful

default of the Acquirers and/ or the PAC in obtaining the requisite approvals, SEBI

(SAST) Regulation 22(13) of SEBI (SAST) Regulations will also be applicable.

8.1.7 The Acquirers may not be able to purchase any Equity Shares tendered in the Offer if

any statutory approval required to purchase such Equity Shares is not received and

in such circumstances, the Acquirers will be deemed to have no obligation to acquire

such Equity Shares, even if validly tendered. In the event of such non-receipt of

statutory approvals, a public announcement will be made in the same newspapers in

which the Public Announcement was made. In terms of regulation 27 of the SEBI

(SAST) Regulations, the Offer may be withdrawn only in case statutory approval(s)

required have been refused or in the opinion of SEBI, circumstances merit

withdrawal of the Offer.

8.1.8 The Acquirers and/or the PAC do not require any consent or approvals from financial

institutions or banks for the Offer

8.2 Others

8.2.1 The Letter of Offer together with the Form of Acceptance cum Acknowledgement

will be mailed to the Shareholders of BRFL (other than the Acquirers, the PAC, the

Promoters & Promoter Group), whose names appear on the Register of Members of

BRFL and to the beneficial owners of the Equity Shares of BRFL, whose names

appear as beneficiaries on the records of the respective Depositories, at the close of

business on April 29, 2011 (“Specified Date”).

8.2.2 The acceptance of the Offer is entirely at the discretion of the Shareholders of BRFL.

The Acquirers and the PAC will not be responsible in any manner for any loss of

Equity Share certificate(s) and offer acceptance documents during transit and the

Shareholders of BRFL are advised to adequately safeguard their interest in this

regard.

50

8.2.3 Equity Shares that are subject to any charge, lien or encumbrance are liable to be

rejected. Acquirers and/ or PAC will acquire the Equity Shares free from all liens,

charges and encumbrances and together with all rights attached thereto, including

the right to dividends, bonus and rights declared hereafter.

8.2.4 Each Shareholder of the Target Company to whom this Offer is being made is free to

offer his shareholding in Target Company in whole or in part while accepting this

Offer. The acceptance must be unconditional and should be absolute and

unqualified.

9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

9.1 Shareholders holding Equity Shares in physical form who wish to tender their Equity Shares

will be required to send the Form of Acceptance cum Acknowledgement, original share

certificate(s) and valid transfer deed(s) duly signed to the Registrar to the Offer- Link Intime

India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai

– 400 078, India [Contact Person: Mr. Pravin Kasare; Tel: +91 22 2596 0320; Fax: +91 22 2596

0329; Email: [email protected]] (“ Registrar to the Offer”) either by hand delivery

on weekdays or by registered post on or before the Closing Date of the Offer, i.e not later

than November 23, 2011, in accordance with the instructions to be specified in the Letter of

Offer and in the Form of Acceptance cum Acknowledgment. They can also tender their

Equity Shares by hand delivery at any of the collection centers mentioned in paragraph

number 9.9.

9.2 For Shareholders holding Equity Shares in dematerialised form, Registrar to the Offer has

opened a Special Depository Account with National Securities Depository Limited (“NSDL”)

called “LIIPL BRFL OFFER ESCROW DEMAT ACCOUNT (“Special Depository Account”).

Beneficial owners are requested to fill in the following details in the delivery instructions for

the purpose of crediting their Equity Shares in the special depository account:

DP Name Ventura Securities Limited

DP ID IN303116

Client ID 10742437

Account Name LIIPL BRFL OPEN OFFER ESCROW DEMAT

ACCOUNT

Depository NSDL

9.3 Shareholders having their beneficiary account in Central Depository Service (India) Limited

(CDSL) have to use the inter-depository delivery instruction slip for the purpose of crediting

their Shares in favour of the Special Depository Account.

9.4 Equity shareholders holding shares in physical form should enclose:

9.4.1 Form of Acceptance cum Acknowledgement duly completed and signed in

accordance with the instructions contained therein, by all equity shareholders

whose name appears on the share certificates.

9.4.2 Original share certificate(s).

51

9.4.3 Valid share transfer form(s) duly signed as transferors by all registered equity

shareholders (in case of joint holdings), in the same order and as per the specimen

signatures registered with and duly witnessed at the appropriate place.

9.4.4 In case of registered shareholders in whose respect, the aforesaid documents have

not been received, but the original share certificate(s) and duly signed transfer

form(s) have been received, the Offer shall be deemed to have been accepted.

9.5 Beneficial owners (holders of Shares in dematerialized form) who wish to tender their Shares

will be required to send their Form of Acceptance cum Acknowledgment along with the

photocopy of the delivery instruction in “off-market” mode or counter foil of delivery

instructions in “off-market” mode, duly acknowledged by the Depository Participant (“DP”)

in favour of the Special Depository Account to the Registrar to the Offer- Link Intime India

Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup West, Mumbai –

400 078, India [Contact Person: Mr. Pravin Kasare; Tel: +91 22 2596 0320; Fax: +91 22 2596

0329; Email: [email protected]], either by hand delivery on weekdays or by

registered post on or before the Close of the Offer, i.e not later than November 23, 2011, in

accordance with the instructions to be specified in the Letter of Offer and in the Form of

Acceptance cum Acknowledgment. The credit for the delivered Shares should be received in

the Special Depository Account on or before Close of the Offer, i.e., no later than November

23, 2011.

9.6 Shareholders who have sent Equity Shares of the Target Company for dematerlization need

to ensure that the process of getting Equity Shares dematerialized is completed well in time

so that the credit in the Special Depository Account should be received on or before the

closure of the Offer, else their application would be rejected.

9.7 All owners (registered or unregistered) of Equity Shares of BRFL (except the Acquirers, the

PAC, the Promoters & Promoter Group) are eligible to participate in the Offer anytime

before the Closure of the Offer. Unregistered owners can send their application in writing to

the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares

held, Number of Shares offered, Distinctive Numbers, Folio Number, together with the

original Share certificate(s), valid transfer deeds and the original contract notes issued by the

broker through whom they acquired their Equity Shares. No indemnity is required from the

unregistered owners.

9.8 In case of non-receipt of the Letter of Offer, the eligible persons may download the same

from the website of SEBI at www.sebi.gov.in or alternatively send their consent to the

Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held,

Distinctive Number, Folio Number and Number of Shares offered, along with the documents

as mentioned above, so as to reach the Registrar to the Offer on or before the Closing of the

Offer, i.e. November 23, 2011 or by registered post so as to reach on or before the Closing of

the Offer, i.e. November 23, 2011 or in case of beneficial owners, they may send the

application in writing to the Registrar to the Offer, on a plain paper stating the name,

address, number of Equity Shares held, number of Equity Shares tendered, DP name, DP ID,

Beneficiary Account Number and a photocopy of the delivery instruction in 'Off-Market'

mode or counterfoil of the delivery instruction in 'Off-Market' mode, duly acknowledged by

the DP, in favour of the Special Depository Account, so as to reach the Registrar to the Offer,

on or before the Closing of the Offer, i.e. November 23, 2011 or by registered post so as to

reach on or before the Closing of the Offer, i.e. November 23, 2011.

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

52

any should be sent only to the Registrar to the Offer, at the collection centres mentioned

below. They should not be sent to the Manager to the Offer or the Acquirers or the PAC or

the Target Company. The above-mentioned documents can be sent to the following

collection centres on all days except Saturdays, Sundays and public holidays between

10:00AM to 4:30PM.

City Contact

Person

Address Tel. No. Fax No. E-mail ID Mode of

Delivery

Mumbai Pravin

Kasare

Link Intime

India Pvt. Ltd,

C-13, Pannalal

Silk Mills

Compound, L B

S Marg,

Bhandup (W),

Mumbai -

400078.

022-

25960320

022-

25960329

pravin.kasar

e@linkintim

e.co.in

Hand Delivery

& Registered

Post

Mumbai Vivek

Limaye

Link Intime

India Pvt. Ltd,

203, Davar

House, Next to

Central

Camera, D N

Road, Fort,

Mumbai -

400 001

022-

22694127

022-

25960329

vivek.limaye

@linkintime.

co.in

Hand Delivery

Ahmedaba

d

Hitesh

Patel

Link Intime

India Pvt. Ltd,

211 Sudarshan

Complex, Near

Mithakhali

Underbridge,

Navrangpura,

Ahmedabad -

380 009

079-2646

5179

079-2646

5179

(Telefax)

ahmedabad

@linkintime.

co.in

Hand Delivery

Bangalore Prashant

D.

Shedbal

Link Intime

India Pvt. Ltd.,

543/A, 7TH

Main , 3rd

Cross,

Hanumanthana

gar,

Bangalore -

560 019

080-

26509004

080-

26509004

(Telefax)

bangalore@l

inkintime.co.

in

Hand Delivery

Kolkata S.P. Guha Link Intime

India Pvt. Ltd,

59C,Chowringh

ee Road,3rd

Floor,

Kolkata -

700020

033-

22890539/40

033-

22890539/40

(Telefax)

kolkata@link

intime.co.in

Hand Delivery

53

City Contact

Person

Address Tel. No. Fax No. E-mail ID Mode of

Delivery

New Delhi Swapan

Naskar

Link Intime

India Pvt. Ltd.,

A-40, 2nd

Floor, Naraina

Industrial Area,

Phase II, Near

Batra Banquet,

New Delhi –

110028

011-

41410592/93

/94

011-

41410591

delhi@linkin

time.co.in

Hand Delivery

Chennai Mrs. Solly

Soy

C/o SGS

Corporate

Solutions India

Pvt. Ltd., Indira

Devi Complex,

II Floor, No.20,

Gopalakrishna

Street, Pondy

Bazaar, T.

Nagar,

Chennai- 600

017

044- 2815

2672, 044-

4207 0906

044- 2815

2672

(Telefax)

chennai@sas

partners.co

m

Hand Delivery

9.10 In terms of regulation 22 (5A) of the SEBI (SAST) Regulations, the Shareholders desirous of

withdrawing the acceptance tendered by them in the Offer may do so up to three (3)

working days prior to the date of closure of the Offer. The Withdrawal Option can be

exercised by submitting the documents as per the instructions below, so as to reach the

Registrar to the Offer at any of the collection centers mentioned above as per the mode of

delivery indicated therein on or before Wednesday, November 23, 2011.

9.11 The Withdrawal Option can be exercised by submitting the Form of Withdrawal, enclosed

with the Letter of Offer.

9.12 In case of non-receipt of Form of Withdrawal, the Withdrawal Option can be exercised by

making a plain paper application alongwith the following details:

9.12.1 In case of physical Shares, name, address, distinctive numbers, folio number,

number of Shares tendered/withdrawn; and

9.12.2 In case of dematerialized Shares: name, address, number of Shares

tendered/withdrawn, DP name DP ID, beneficiary account number and a photo-copy

of delivery instruction in “Off-market” mode or counter-foil of the delivery

instruction in “Off-market” mode duly acknowledged by the DP in favour of the

Special Depository Account.

9.13 The withdrawal of Shares will be available only for the share certificates/ Shares that have

been received by the Registrar to the Offer/ Special Depository Escrow Account.

9.14 The intimation of returned Shares to the Shareholders will be at the address as per the

records of the BRFL/ Depository as the case may be.

9.15 The Form of Withdrawal should be sent only to the Registrar to the Offer.

54

9.16 In case of partial withdrawal of Shares tendered in physical form, if the original share

certificates are required to be split, the same will be returned on receipt of share certificates

from BRFL.

9.17 Partial withdrawal of tendered Shares can be done only by the Registered Shareholders /

Beneficial owners. In case of partial withdrawal, the earlier Form of Acceptance will stand

revised to that effect.

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

standing instruction for receipt of the credit in their DP account.

9.19 In case of delay in receipt of statutory approvals beyond December 8, 2011, interest will be

payable for the delayed period in terms of regulation 22(12) of SEBI (SAST) Regulations.

Further, if the delay occurs on account of willful default by Acquirers and/or PAC in obtaining

the requisite approvals, regulation 22(13) of SEBI (SAST) Regulations will also become

applicable.

9.20 Payment of consideration will be made by crossed account payee cheque / demand draft

and sent by registered post, to those Shareholders/unregistered owners and at their own

risk, whose Shares/ Share certificates and other documents are found in order and accepted

by Acquirers and/or PAC. In case of joint registered holders, cheques /demand drafts will be

drawn in the name of the sole/first named holder/unregistered owner and will be sent to

him. It is desirable that Shareholders provide bank details in the Form of Acceptance cum

Acknowledgment, so that same can be incorporated in the cheque / demand draft.

9.21 Unaccepted or withdrawn share certificate(s), transfer form(s) and other documents, if any,

will be returned by registered post at the Shareholders’/unregistered owners’ sole risk to the

sole/first named shareholder/unregistered owner. Unaccepted or withdrawn Shares held in

demat form will be credited back to the beneficial owners’ depositary account with the

respective depositary participant as per the details furnished by the beneficial owner in the

Form of Acceptance cum Acknowledgement.

9.22 The Registrar to the Offer will hold in trust the Shares/Share certificates, Shares lying in the

credit of the Special Depository Account, Form of Acceptance cum Acknowledgment, if any,

and the transfer form(s) on behalf of the Shareholders of BRFL who have accepted the Offer,

till the cheques/ drafts for the consideration and/ or the unaccepted Shares/Share

certificates are dispatched/ returned.

9.23 If the aggregate of the valid responses to the Offer exceeds the Offer Size of 2,84,20,000

(Two Crores eighty four lacs and twenty thousand) fully paid-up Equity Shares of BRFL, then

valid applications received shall be accepted on a proportionate basis in accordance with

regulation 21(6) of the SEBI (SAST) Regulations. The Shares of BRFL are compulsorily traded

in dematerlization form, hence minimum acceptance/market lot will be one share.

9.24 While tendering the Shares under the Offer, NRIs/OCBs/foreign Shareholders will be

required to submit the previous RBI approvals (specific or general) that they would have

obtained for acquiring the Shares of BRFL. In case the previous RBI approvals are not

submitted, the Acquirers/PAC reserve the right to reject such Shares tendered. While

tendering Shares under the Offer NRI/ OCBs/foreign Shareholders will be required to submit

a tax clearance certificate from the Income Tax authorities, indicating the amount of tax to

be deducted by the Acquirers/PAC under the Income Tax Act, 1961, before remitting the

consideration. In case the aforesaid tax clearance certificate is not submitted, the

55

Acquirers/PAC will arrange to deduct tax at the rate as may be applicable to the category of

the Shareholders under the Income Tax Act, 1961, on the entire consideration amount

payable to such shareholder.

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

payment of Offer Price through electronic form by indicating in the space provided in the

Form of Acceptance cum Acknowledgement. The payment consideration for Shares

accepted under the Offer, in such cases, may be made through National Electronic Clearing

Services (NECS), Direct Credit, Real Time Gross Settlement (RTGS) or National Electronic

Funds Transfer (NEFT), as applicable, at specified centers where clearing houses are

managed by the Reserve Bank of India, wherever possible. In other cases, payment of

consideration would be made through cheque / demand draft / pay order sent by registered

post / speed post. Shareholders who opt for receiving consideration through electronic form

are requested to give the authorization for electronic mode of transfer of funds in the Form

of Acceptance cum Acknowledgement, provide the Magnetic Ink Character Recognition /

Indian Financial System Code of their bank branch and enclose a cancelled cheque or a

photocopy of a cheque associated with the particular bank account, along with the Form of

Acceptance cum Acknowledgement. In case of joint holders/unregistered owners, payments

will be made in the name of the first holder/ unregistered owner. For the purposes of

electronic transfer, in case of Shareholders opting for electronic payment of consideration

and for purposes of printing on the cheque / demand draft / pay-order for the other cases,

the bank account details will be directly taken from the depositories’ database, wherever

possible. A Shareholder tendering Shares in the Offer, is deemed to have given consent to

obtain the bank account details from the Depositories, for this purpose. Only if the required

details cannot be obtained from the depositories’ database then the particulars provided by

the Shareholders would be used.

9.26 For Shareholders, who do not opt for electronic mode of transfer and for those shareholders,

whose payment consideration is rejected / not credited through NECS / Direct Credit / RTGS

/ NEFT, due to any technical errors or incomplete/incorrect bank account details, payment

consideration will be dispatched through speed post / registered post. Such payment

consideration will be made by cheques, pay orders or demand drafts payable at par at places

where the address of the Shareholder is registered. It is advised that Shareholders provide

bank details in the Form of Acceptance cum Acknowledgement, so that the same can be

incorporated in the cheque/demand draft/pay order. It will be the responsibility of the

tendering Shareholders to ensure that correct bank account details are mentioned with the

Depositories and in the Form of Acceptance cum Acknowledgement.

9.27 Payment of consideration

9.27.1 Payment to those Shareholders whose Share certificates and/or other documents

are found valid and in order will be by way of a crossed account payee cheque /

demand draft / pay order or through DC, NEFT, RTGS, NECS, at specified centers

where clearing houses are managed by the RBI within 15 days from the date of

closure of Offer. Shareholders who opt for receiving consideration through

DC/NEFT/RTGS/NECS are requested to give the authorization for the same in the

Form of Acceptance cum Acknowledgment and enclose a photocopy of cheque

along with the Form of Acceptance cum Acknowledgment. The decision regarding

the acquisition (in part or full), or rejection of, the Shares tendered pursuant to this

Offer and (i) any corresponding payment for the acquired Shares and/or (ii) share

certificates for any rejected Shares or Shares withdrawn, will be dispatched to the

Shareholders by registered post at the Shareholder’s sole risk. Shares held in

56

dematerialized form to the extent not acquired or Shares withdrawn will be credited

back to the respective beneficiary account with their respective DPs as per the

details furnished by the beneficial owners in the Form of Acceptance cum

Acknowledgment.

10. TAX RELATED PROVISIONS

10.1 General

10.1.1 As per the provisions of section 195(1) of the I-T Act, any person responsible for

paying to a non-resident any sum chargeable to tax is required to deduct tax at

source (including surcharge and education cess as applicable). Since the

consideration payable under the Offer would be chargeable to capital gains under

section 45 of the I-T Act or as business profits or interest income (if any) as the case

may be, Acquirers/PAC are required to deduct taxes at source (including surcharge

and education cess).

10.1.2 Resident and non-resident Shareholders (including FII) are required to submit their

Permanent Account Number (“PAN”) for income-tax purposes. In case PAN is not

submitted or is invalid or does not belong to the Shareholder, Acquirers/PAC will

arrange to deduct tax at the rate of 20% (twenty percent) or at the rate in force or at

the rate specified in the relevant provisions of the I-T Act, or at the maximum rate as

discussed in paragraphs 10.2 to 10.4, whichever is higher.

10.1.3 In case of ambiguity, incomplete or conflicting information or the information not

being provided to the Acquirers/PAC, it would be assumed that the Shareholder is a

non-resident Shareholder and taxes shall be deducted at the maximum rate as may

be applicable to the relevant category to which the Shareholder belongs under the I-

T Act, on the entire consideration and interest if any, payable to such Shareholder.

10.1.4 Securities transaction tax will not be applicable to the Shares accepted in this Offer.

10.1.5 The provisions contained under clause (b) and (c) above shall apply notwithstanding

anything contrary contained in paragraphs 10.2 to 10.4 below.

10.2 Tax to be deducted in Case of Non-resident Shareholders

10.2.1 While tendering Shares under the Offer, NRIs/OCBs/foreign Shareholders shall be

required to submit certificate from the Income-tax Authorities under Section 195(3)

or Section 197 of the I-T Act along with the Form of Acceptance-cum-

Acknowledgement, indicating the manner in which the quantum of tax deduction at

source is to be computed by the Acquirers/ PAC before remitting the consideration.

The Acquirers/ PAC will arrange to deduct taxes at source in accordance with such

certificate.

10.2.2 In case the aforesaid certificate is not submitted, the Acquirers/ PAC will arrange to

deduct tax at the applicable rate as may be applicable to the relevant category to

which the Shareholder belongs under the I-T Act, on the entire gross consideration

and interest if any, payable to such Shareholder. The Acquirers will not take into

consideration any other details and documents submitted by the shareholder for

deducting lower amount of tax at source.

10.2.3 In case of an individual non–resident Shareholder (who is either a citizen of India or

57

a person of Indian origin) who has himself/ herself acquired Equity Shares of the

Target Company with convertible foreign exchange and has also held such shares for

at least twelve months prior to the date on which shares, if any, are accepted under

the present Offer, the applicable rate of tax deduction at source would be 10.30%.

However, to be eligible for this lower rate of tax deduction at source the shareholder

will have to furnish copy of his / her demat account clearly reflecting the fact that

Equity Share held in that accountare in repatriable mode. Further, copy of the demat

a/c. should also reflect that the Equity Shares were held for more than twelve

months prior to the date on which Equity Shares, if any, are accepted under the

present Offer. In case of Equity Shares held in physical mode the Shareholder will

have to furnish certificate from his/ her bank to the effect that the purchase

consideration of these Equity Shares was paid out of non resident external a/c of the

Shareholder concerned.

10.3 Withholding tax implications for FII

10.3.1 As per provisions of section 196D(2) of the I-T Act, no deduction of tax at source will

be made from any income by way of capital gains arising from transfer of securities

referred to in section 115AD of the I-T Act to a FII as defined in section 115AD of the

I-T Act.

10.3.2 A FII should furnish SEBI Registration certificate including sub-account certificate

where applicable ("FII Certificate") the nature of its income arising from the sale of

shares in the Target Company as per the I-T Act (whether capital gains or otherwise)

by tick marking on the appropriate option provided in the acceptance form for this

purpose. In the absence of FII Certificate to the effect that their income from sale of

shares is in the nature of capital gains, the Acquirers/ PAC will deduct tax at the

maximum rate applicable to the category to which such FII belongs on the entire

consideration payable to such FII. Should FII submit a certificate u/s. 195 (3) or 197

from the Income-tax authorities while tendering the Shares, indicating the amount

of tax to be deducted by the Acquirers/ PAC under the I-T Act, the Acquirers/PAC will

deduct tax in accordance with the same.

10.3.3 In respect of interest income, FII should submit a certificate u/s. 195 (3) or 197from

the income-tax authorities indicating the amount of tax to be deducted by the

Acquirers/PAC under the I-T Act. The Acquirers/PAC will deduct tax in accordance

with the certificate u/s. 195 (3) or 197 so submitted. In absence of such certificate

u/s. 195 (3) or 197, the Acquirers/PACwill arrange to deduct tax at the maximum

rate applicable to the category to which such FII belongs.

10.4 Tax to be deducted in case of resident Shareholders

10.4.1 In absence of any specific provision under the I-T Act, Acquirers/PAC will not deduct

tax on the consideration payable to resident Shareholders for acquisition of Shares.

10.4.2 Acquirers/PAC will deduct the tax at the stipulated rates (including applicable

surcharge, education cess and secondary higher education cess) on interest, if any,

payable to resident Shareholders, if amount of interest payable is in excess of Rs.

5,000 (Rupees Five thousand only).

10.4.3 The resident Shareholder claiming no tax is to be deducted or tax to be deducted at

a lower rate on interest amount, should submit along with the Form of Acceptance-

58

cum-Acknowledgement a certificate u/s. 197 from the income-tax authorities

indicating the amount of tax to be deducted by the Acquirers/ PAC or, in the case of

resident Shareholder not being a company or firm, a self declaration in Form 15G or

Form 15H as may be applicable. The self declaration in Form 15G or Form 15H would

not be valid unless the Shareholder furnishes PAN in such declaration. In case the

aforesaid certificate u/s. 197 or Form 15G or 15H, if applicable, is not submitted, the

Acquirers/PAC will arrange to deduct tax at the rate as may be applicable to the

category of the Shareholder under the I-T Act. Also, no tax is to be deducted on

interest amount in the case of resident Shareholder being a Mutual Fund as per

Section 10(23D) of the I-T Act or a Bank/an entity specified under Section 194A(3)(iii)

of the I-T Act if it submits a copy of relevant registration or notification along with

the Form of Acceptance-cum-Acknowledgement.

10.5 Issue of withholding tax certificate

The Acquirers/ PAC will issue a certificate in the prescribed form to the Shareholders

(resident and non- resident) who have been paid the consideration and interest, if any, after

deduction of tax on the same certifying the amount of tax deducted and other prescribed

particulars.

10.6 Withholding taxes in respect of overseas jurisdictions

10.6.1 Apart from the above, the Acquirers/ PAC will be entitled to withhold tax in

accordance with the tax laws applicable in the overseas jurisdiction where the non-

resident Shareholder is a resident for tax purposes (“Overseas tax”).

10.6.2 For this purpose, the non-resident Shareholder shall duly represent in the Form of

Acceptance-cum-Acknowledgement the quantum of the Overseas tax to be withheld

as per the relevant tax laws of the country in which the non-resident Shareholder is

a tax resident, and the Acquirers/PAC will be entitled to rely on this representation

at their/its sole discretion.

10.6.3 The indicative rates of tax on capital gains for the assessment year 2012-2013 are as

follows:

TYPE OF RECEIPIENT LONG TERM CAPITAL GAIN SHORT TERM CAPITAL GAIN / BUSINESS

INCOME

Basic

Tax

Rate

Surcharge Education

Cess

Sec.

Higher

Edu.

Cess

Total Basic

Tax

Rate

Surcharge Education

Cess

Sec.

Higher

Edu.

Cess

Total

1) OTHER THAN F.I.I.

1.1) NON - RESIDENT INDIANS (INDIVIDUALS)

(a) Shares acquired by the

individual himself with convertible

foreign exchange

10.00% NIL 0.20% 0.11% 10.30% 30.00% NIL 0.60% 0.30% 30.90%

(b) Shares acquired in any other

manner

20.00% NIL 0.40% 0.20% 20.60% 30.00% NIL 0.60% 0.30% 30.90%

59

TYPE OF RECEIPIENT LONG TERM CAPITAL GAIN SHORT TERM CAPITAL GAIN / BUSINESS

INCOME

Basic

Tax

Rate

Surcharge Education

Cess

Sec.

Higher

Edu.

Cess

Total Basic

Tax

Rate

Surcharge Education

Cess

Sec.

Higher

Edu.

Cess

Total

1.2) OVERSEAS CORPORATE BODIES / NON DOMESTIC COMPANY

(i) Consideration

Exceeding Rs.1,00,00,000

20.00% 0.40% 0.408% 0.204% 21.012% 40.00% 0.80% 0.816% 0.408% 42.024%

(ii) Consideration Not Exceeding Rs.

1,00,00,000

20.00% NIL 0.40% 0.20% 20.60% 40.00% NIL 0.80% 0.40% 41.20%

1.3) NON-RESIDENT NOT COVERED BY 10.1.1 & 10.1.2 and 10.2

20.00% NIL 0.40% 0.20% 20.60% 30.00% NIL 0.60% 0.30% 30.90%

2) F.I.I.

(a) REGISTERED AS COMPANY

(i) Consideration

Exceeding Rs.1,00,00,000

NIL NIL NIL NIL NIL 40.00% 0.80% 0.816% 0.408% 42.024%

(ii) Consideration Not Exceeding Rs.

1,00,00,000

NIL NIL NIL NIL NIL 40.00% NIL 0.80% 0.40% 41.20%

(b) REGISTERED AS OTHER THAN COMPANY I.e. TRUST e.t.c.

NIL NIL NIL NIL NIL 30.00% NIL 0.60% 0.30% 30.90%

Shareholders are advised to consult their tax advisors for the treatment that may be given by their

respective Assessing Officers in their case, and the appropriate course of action that they should take. The

Acquirers and PAC and the Manager to the Offer do not accept any responsibility for the accuracy or

otherwise of such advice.

The tax rate and other provisions may undergo changes.

11. DOCUMENTS FOR INSPECTION

The following material documents are available for inspection by Shareholders of the Target

Company at the office of the Target Company at D-1st Floor, Oberoi Garden Estates,

Chandivali Farms Road, Chandivali, Andheri (East), Mumbai 400 072 from 10.30 a.m. to 1.00

p.m. on any day, except Saturdays, Sundays and public holidays, from the date of opening of

the Offer until the Offer Closing Date:

11.1 Copy of the Deed of Incorporation of the Acquirer 1 and PAC and English translation versions

thereof.

11.2 Copy of the Certificate of Incorporation, Memorandum of Association and Articles of

Association of Acquirer 2.

11.3 Copy of the Certificate of Incorporation, Memorandum of Association and Articles of

Association of the Target Company.

60

11.4 Copy of published Public Announcement.

11.5 The compiled financial statements for the period March 18, 2009 to July 31, 2010 of the

Acquirer 1 and unaudited certified financials for the six months period ended January 31,

2011.

11.6 The audited financial statements for last three years of the PAC and unaudited certified

financials for the six months period ended January 31, 2011.

11.7 Copies of the Annual Reports of the Target Company for the last three years.

11.8 Copy of the certificate from Claus Lykke Jensen of Partner Revision, State Authorised Public

Accountant, CVR nr. 15807776 located at Torvegade 22, 7330 Brande, Denmark, Tel #: (+45)

97 18 03 66, Fax #: (+45) 97 18 14 01 dated September 14, 201.1confirming that the Acquirer

1 alongwith the PAC have sufficient means to fulfill all the obligations under the Open Offer.

11.9 Copy of the certificate dated September 14, 2011 by Mr. Kirit Sheth, proprietor M/s K. J.

Sheth & Associates, Chartered Accountant, Membership no. 37824, (Address: 2nd Floor,

Seksaria Chambers, 139, N.M. Road, Fort, Mumbai–400 023 certifying that Acquirer 2 have

made adequate arrangements to meet the financial requirements of the Offer

11.10 Certificate dated 14 September, 2011 by the Acquirers and the PAC giving an undertaking to

the Manager to the Offer to meet their financial obligations under the Offer.

11.11 Letter dated September 14, 2011 by PAC confirming to unconditionally and irrevocably

extend financial support to the Acquirer 1 and ensure that the obligations of the Acquirer 1

as set out under the SEBI (SAST) Regulations are complied with.

11.12 Letter dated September 14, 2011 by Acquirer 1 confirming to unconditionally and

irrevocably subscribe to the share capital of Acquirer 2 to the extent of obligations of

Acquirer 2 under the Offer.

11.13 Copy of the agreement between the Escrow banker, the Acquirers, the PAC and the

Manager to the Offer, authorising the Manager to the Offer to realize the Escrow Account, in

terms of the SEBI (SAST) Regulations.

11.14 Copy of the amendment agreement between the Escrow Bank, the Acquirers, PAC and the

Manager to the Offer, authorising the Manager to the Offer to realize the Escrow Account, in

terms of the SEBI (SAST) Regulations.

11.15 Copy of Agreement between Registrar to the Offer and the Acquirers and the PAC.

11.16 Copy of the amendment agreement between the Registrar, the Acquirers and PAC dated

September 14 2011

11.17 Copy of letter from Axis Bank Limited confirming the amount kept in the escrow account

11.18 Copy of the board resolutions of the Acquirer 1 and the PAC, authorising Ms. Lise Kaae to do

the needful on their behalf for this Offer.

11.19 Copy of SEBI’s observations in terms of the proviso to regulation 18(2).

61

12. DECLARATION BY THE ACQUIRERS AND THE PAC

12.1 Boards of the Acquirers and the PAC accept full responsibility for the information contained

in this Letter of Offer (except the section pertaining to the Target Company, which has been

compiled from publicly available sources) and also accept responsibility for the obligations of

the Acquirers and the PAC laid down in the SEBI (SAST) Regulations.

12.2 The Acquirers and PAC shall be severally and jointly responsible for ensuring compliance

with and fulfilling obligations under the SEBI (SAST) Regulations.

12.3 We are duly and legally authorized on behalf of the Acquirers and PAC respectively to sign

this Letter of Offer.

For AAA United B.V.

Sd/-

Name: Lise Kaae

Designation: Authorized Signatory

Date: October 25, 2011

Place: Brande, Denmark

For Aktieselskabet af 1/8 2004

Sd/-

Name: Lise Kaae

Designation: Authorized Signatory


Place: Brande, Denmark

For Ashwell Holding Company Private

Limited

Sd/-

Name: Sushil Modi

Designation: Director


Place: Mumbai, India

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK

F 1

From:

Name:

Address:

Tel No : Fax no: Email ID:

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please send this form with enclosures to Link Intime India Private Limited at any of the collection centres as per

the mode of delivery mentioned in the Letter of Offer)

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

OFFER OPENS ON : Friday, November 04, 2011

LAST DATE OF WITHDRAWAL: Friday, November 18, 2011

OFFER CLOSES ON : Wednesday, November 23, 2011

To,

Link Intime India Private Limited,Unit: BRFL - Open OfferC-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup West, Mumbai - 400 078, IndiaTel: +91 22 2596 0320; Fax: +91 22 2596 0329Contact Person: Mr. Pravin Kasare

Dear Sir,

Sub: Open Offer to acquire 2,84,20,000 fully paid-up Equity Shares of face value Rs. 10/- each, representing 20.00% of theEmerging Voting Capital of Bombay Rayon Fashions Limited [Target Company] by AAA United B.V. and AshwellHolding Company Private Limited (jointly referred to as the "Acquirers") along with Aktieselskabet af 1/8 2004,being the person acting in concert (the "PAC"), in terms of Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997 ("SEBI (SAST) Regulations")

I/We refer to the Public Announcement made on April 06, 2011 and Letter of Offer dated October 25, 2011 for acquiring the EquityShares held by me/us in Bombay Rayon Fashions Limited. I/We, the undersigned have read the aforementioned Public Announcementand Letter of Offer and understood their contents including the terms and conditions as mentioned therein.

FOR SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORMI/We, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our Equity Shares inphysical form as detailed below:

Sr. Ledger Folio No.(s) Certificate No.(s) Distinctive No.(s) No. of EquityNo. From To Shares

(In case the space provided is inadequate, please attach a separate sheet with details)

Total No. of Certificates Total No. of Equity Shares

F 2

Enclosures (Please tick as appropriate, if applicable)

Duly attested Power of Attorney, if any person apart from the shareholder, has signed the acceptance form or transfer deed(s)

Corporate authorization in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories

Duly attested Death Certificate/ Succession Certificate (in case of single shareholder) in case the original shareholder hasexpired

Others (please specify):

For NRIs / OCBs / FIIs/ Foreign Shareholders

I / We, confirm that the tax deduction on account of Equity Shares of Bombay Rayon Fashions Limited held by me / us is to bededucted on (select whichever is applicable):

Long-term capital Gains

Short-term capital Gains

Any other income

I / We, have enclosed the following documents:

No objection certificate / Tax clearance certificate from the Income Tax Authorities

RBI approvals for acquiring shares of Bombay Rayon Fashions Limited hereby tendered in the Offer

Self attested copy of Permanent Account Number

RBI permission, if any, obtained for holding Equity Shares of Bombay Rayon Fashions Limited hereby tendered in the Offer

Tax residency certificate to avail the benefit of lower rate of tax deduction under the DTAA, if any, entered into between Indiaand my/our country of residence)

SEBI Registration Certificate for FIIs

For FII Shareholders:

I / We, confirm that the Equity Shares of Bombay Rayon Fashions Limited are held by me / us on (select whichever is applicable):

Investment / Capital Account

Trade Account

In case the shares are held on trade account, kindly enclose a certificate stating that you are a tax resident of your country ofresidence / incorporation and that you do not have a permanent establishment in India in terms of the Double Taxation AvoidanceAgreement (DTAA) entered into between India and your country of residence.

I/We confirm that the Equity Shares of Bombay Rayon Fashions Limited, which are being tendered herewith by me/us under theOffer, are free from lien, charges and encumbrances of any kind whatsoever. I/We are not debarred from dealing in Equity Sharesof Bombay Rayon Fashions Limited.

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by theRegistrar to the Offer until the time the Acquirers and the PAC pay the purchase consideration as mentioned in the Letter of Offer.I/We also note and understand that the Acquirers and the PAC will pay the purchase consideration only after verification of thedocuments and signatures.

I/We authorize the Acquirers and the PAC to accept the Equity Shares so offered which they may decide to accept in consultationwith the Manager to the Offer and in terms of the Letter of Offer and I/we further authorize the Acquirers and the PAC to return tome/us, share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirers and the PAC to accept the Equity Shares so offered or such lesser number of Equity Shares that they

FOR SHAREHOLDERS HOLDING EQUITY SHARES IN DEMATERIALIZED FORMI/We, holding Equity Shares in dematerialised form, accept the Offer and enclose the photocopy of the Delivery Instruction in "Off-market"mode, duly acknowledged by the Depository Participant ("DP") in respect of my / our Equity Shares as detailed below :

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

I/We have executed an off-market transaction

via a delivery instruction from my account with NSDL

via an inter-depository delivery instruction from my account with CDSL

for crediting the Equity Shares to the Special Depository Account as per the details below:

DP Name Ventura Securities Limited DP ID IN303116

Client ID 10742437 Depository National Securities Depository Limited

Account Name LIIPL BRFL OPEN OFFER ESCROW DEMAT ACCOUNT

Shareholders having their beneficiary account with CDSL will have to use inter-depository slip for the purpose of crediting their shares in favourof the Special Depository Account with NSDL.

F 3

ACKNOWLEDGEMENT SLIPLink Intime India Private Limited, Unit: BRFL - Open Offer

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

Received from Mr./Mrs./M/s

Address

Physical shares: Folio No. /Demat Shares: DP ID ;

Client ID:

Form of Acceptance along with:

Physical Shares: No. of shares ; No. of certificates enclosed

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

(Tick whichever is applicable)

Signature of Official: Date of Receipt:

Stamp ofCollection

Centre

Tear along this line

may decide to accept in terms of the Letter of Offer and I/we further authorize the Acquirers and the PAC to split/consolidate theEquity Share Certificates comprising the Equity Shares that are not acquired to be returned to me/us and for the aforesaid purposethe Acquirers and the PAC are hereby authorized to do all such things and execute such documents as may be found necessaryand expedient for the purpose.

I/We authorize the Acquirers and the PAC to send by registered post/speed post, the draft/cheque in settlement of the amount tothe sole/first holder at the address mentioned below at my/our risk. In case, I/we have tendered my/our shares in dematerialized for,I/we authorize the Acquirers, the PAC and the Registrar to the Offer and the Manager to the Offer to use my/our details regardingmy/our address and bank details as obtained from my/our depository participant for the purpose of mailing the aforesaid instrument.

I/We note and understand that the Equity Shares would lie in the Special Depository Account until the time the Acquirers and thePAC make payment of purchase consideration as mentioned in the Letter of Offer.

The Permanent Account No. (PAN) allotted under the Income Tax Act, 1961 is as under:

Sole / First Shareholder Second Shareholder Third Shareholder

PAN

Bank Details

So as to avoid fraudulent encashment in transit, shareholder(s) holding Equity Shares in physical form should provide details ofbank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. For the sharesthat are tendered in electronic form, the bank account details obtained from the beneficiary position download to be provided by thedepositories will be considered and the consideration payment will be issued with the said bank particulars. Please indicate thepreferred mode of receiving the payment consideration. (Please tick)

1) Electronic Mode: ___________________, 2) Physical Mode: ____________________

Sr. No. Particulars Required Details

I. Name of the Bank

II. Complete Address of the Bank

III. Account Type (CA/SB/NRE/NRO/Others - Please Mention)

IV. Account No.

V. 9 Digit MICR Code

VI. IFSC Code (for RTGS/NEFT transfers)

F 4

All future correspondence, if any, should be addressed to the Registrar to the Offer at the following address quotingyour reference Folio No. / DP ID and Client ID

Link Intime India Private Limited,

Unit: BRFL - Open Offer

C-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup West, Mumbai - 400 078, India

Tel: +91 22 2596 0320; Fax: +91 22 2596 0329Email: [email protected]

Contact Person: Mr. Pravin Kasare


Note: In case of joint holdings, all holders must sign. In case of body corporate, the rubber stamp should be affixed and necessaryboard resolution must be attached..

Address of Sole / First shareholder:

Tel No. ; Fax: ; Email:

Place :

Date :

SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE ACCEPTANCE FORMS / SHARES THAT ARE RECEIVED BY THEREGISTRARS AFTER THE CLOSE OF THE OFFER i.e. BY 4.00 P.M. ON WEDNESDAY, NOVEMBER 23, 2011 SHALL NOT BEACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

FULL NAME(S) OF THE SHAREHOLDER(S) SIGNATURE(S)

Sole / First Shareholder

Second Shareholder

Third Shareholder

Yours faithfully,

Signed and Delivered:

F 5

INSTRUCTIONS1. In the case of demateralised shares, the shareholders are advised to ensure that their shares are credited in favour of the Special

Depository Account, before the closure of the Offer i.e. Wednesday, November 23, 2011. The Form of Acceptance-cum-Acknowledgement of such demat shares not credited in favour of the Special Depository Account, before the closure of the Offerwill be rejected.

2. Shareholders should enclose the following:a. For Equity shares held in demat form:

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

as per the records of the Depository Participant (‘DP’).� Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly

acknowledged by the DP as per the instruction in the Letter of Offer.� In case of non-receipt of the aforesaid documents, but receipt of the Shares in the Special Depository Escrow Account, the

Acquirer may deem the Offer to have been accepted by the shareholder.� For each delivery instruction, the beneficial owner should submit separate Form of Acceptance.b. For Equity shares held in physical form:

Registered shareholders should enclose-� Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein,

by all shareholders whose names appear on the share certificates.� Original Share Certificate(s)� Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same

order and as per specimen signatures registered with Bombay Rayon Fashions Limited and duly witnessed at the appropriateplace. A blank Share Transfer form is enclosed along with the Letter of Offer.

� Please do not fill in any other details in the transfer deed except name, signature and witness. Verification andAttestation, where required, (thumb impressions, signature difference, etc.) should be done by a magistrate, notary publicor special executive magistrate or a similar authority holding a Public Office and authorized to use the seal of his office.The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirersand the PAC as buyer will be filled by the Acquirers and the PAC upon verification of the Form of Acceptance and the samebeing found valid. All other requirements for valid transfer will be preconditions for valid acceptance.If the Registrar to the Offer does not receive the documents listed above but receives the original share certificates andvalid transfer deed from a registered Shareholder, then the Offer will be deemed to have been accepted by such ShareholdersUnregistered owners should enclose-

� Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein.� Original Share Certificate(s)� Original broker contract note� Valid Share Transfer form(s) as received from the market leaving details of buyer blank. If the same is filled in then the

Share(s) are liable to be rejected.3. The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to Link Intime India Private

Limited, the Registrar to the Offer and not to Enam Securities Private Limited, the Manager to the Offer, the Acquirers, the PACor Target Company.

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

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

6. Nonresident shareholders are advised to refer to the clause on taxation in the Letter of Offer regarding important disclosuresregarding the taxation of the consideration to be received by them.

7. In case PAN is not submitted or is invalid or does not belong to the Shareholder, Acquirers and the PAC will arrange to deducttax at the rate of 20% (twenty percent) or at the rate in force or at the rate specified in the relevant provisions of the IncomeTax Act, or at the maximum rate as discussed in the Letter of Offer, whichever is higher, plus applicable surcharge and cess.

8. In case of ambiguity, incomplete information or the information not being provided to the Acquirer, it would be assumed that theShareholder is a non-resident Shareholder and taxes shall be deducted at the maximum rate as may be applicable to the relevantcategory to which the Shareholder belongs under the Income Tax Act, on the entire consideration and interest if any, payableto the Shareholder.

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

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

11. Rejection of SharesIf the Shares are rejected for any of the following reasons, the Shares will be returned to the sole / first named holder(s) along

F 6

with all the documents received from them at the time of submission. Please note that the following list is not exhaustive.a. The signature(s) of the holder(s) do not match with the specimen signature(s) as per the records of Bombay Rayon Fashions

Limited;b. The transfer deed is not complete or valid;c. The relevant documents, as applicable, mentioned above at 2 and in addition at 5, 6 and 7 are not submitted with the Form

of Acceptance-cum-Acknowledgement.The Acquirer also reserves the right to reject such tenders from shareholders, where the relevant documents are not submitted.

12. All documents / remittances sent by or to shareholders will be at their own risk. Shareholders of Bombay Rayon Fashions Limitedare advised to adequately safeguard their interests in this regard. Shares held in demat form to the extent not accepted will becredited back to the beneficial owners’ depository account with the respective depository participant as per the details furnishedby the beneficial owner in the Form of Acceptance-cum-Acknowledgement.

13. Neither the Acquirers, the PAC, the Manager to the Offer, the Registrar to the Offer or Bombay Rayon Fashions Limited will beliable for any delay/loss in transit resulting in delayed receipt/ non-receipt by the Registrar to the Offer of your Form of Acceptance-cum-Acknowledgement or for the failure to deposit your Shares to the special depository account or submission of original physicalShare certificates due to inaccurate/incomplete particulars/instructions on your part, or for any other reason.

14. Applicants who cannot hand deliver their documents at the collection centers, may send their documents only by Registered Post,at their own risk, to the Registrar to the Offer at Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg,Bhandup West, Mumbai – 400 078, India so as to reach the Registrar to the Offer on or before 4.00 PM on the Offer ClosingDate i.e. Wednesday, November 23, 2011.

15. The Form of Acceptance-cum-Acknowledgement and other related documents should be submitted by way of hand delivery atany of the collection centers of Link Intime India Private Limited which are as follows:

City Contact Person Address Tel. No. Fax No. E-mail ID Mode ofDelivery

Mumbai Pravin Kasare Link Intime India Pvt. Ltd, 022- 022- pravin.kasare Hand DeliveryC-13, Pannalal Silk Mills 25960320 25960329 @linkintime.co.in & RegisteredCompound, L B S Marg, PostBhandup (W),Mumbai -400078.

Mumbai Vivek Limaye Link Intime India Pvt. Ltd, 022- 022- vivek.limaye Hand Delivery203, Davar House, Next to 22694127 25960329 @linkintime.co.inCentral Camera, D N Road,Fort, Mumbai - 400 001

Ahmedabad Hitesh Patel Link Intime India Pvt. Ltd, 079- 079- ahmedabad Hand Delivery211 Sudarshan Complex, 2646 5179 2646 5179 @linkintime.co.inNear Mithakhali Underbridge, (Telefax)Navrangpura,Ahmedabad - 380 009

Bangalore Prashant D. Link Intime India Pvt. Ltd., 080- 080- bangalore Hand DeliveryShedbal 543/A, 7TH Main , 3rd Cross, 26509004 26509004 @linkintime.co.in

Hanumanthanagar, (Telefax)Bangalore - 560 019

Kolkata S.P. Guha Link Intime India Pvt. Ltd, 033- 033- kolkata Hand Delivery59C,Chowringhee Road, 22890539/40 22890539/40 @linkintime.co.in3rd Floor,Kolkata -700020 (Telefax)

New Delhi Swapan Naskar Link Intime India Pvt. Ltd., 011- 011- delhi@ Hand DeliveryA-40, 2nd Floor, Naraina 41410592 41410591 linkintime.co.inIndustrial Area, Phase II, /93/94Near Batra Banquet,New Delhi – 110028

Chennai Mrs. Solly Soy C/o SGS Corporate Solutions 044- 044- chennai@ Hand DeliveryIndia Pvt. Ltd., Indira Devi 2815 2672, 2815 2672 saspartners.comComplex, II Floor, No.20, 4207 0906 (Telefax)Gopalakrishna Street, PondyBazaar, T. Nagar,Chennai- 600 017

16. The Form of Acceptance-cum-Acknowledgement along with enclosure should be sent only to the Registrar to the Offer so asto reach the Registrar of the Offer at any of the collection centres on all days (excluding Saturdays, Sundays and Public holidays)during the business hours i.e. (Mondays to Fridays between 10.00 a.m. to 4.00 p.m. All queries pertaining to this Offer may bedirected to the Registrar to the Offer.The tax deducted under this Offer is not the final liability of the Shareholders or in no way discharges the obligationof the Shareholders to disclose the amount received pursuant to this Offer. The tax rates and other provisions mayundergo changes.Shareholders are advised to consult their tax advisors with regard to the tax consequences of tendering their Equity Shares inthe Offer and the appropriate course of action that they should take. The Acquirer, the Manager to the Offer and the Registrarto the Offer do not accept any responsibility for the accuracy or otherwise of such advice.

F 7

FORM OF WITHDRAWAL

(All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer)

OPENS ON Friday, 5 August 2011

CLOSES ON Wednesday, 24 August 2011

LAST DATE OF WITHDRAWAL Thursday, 18 August 2011

To,

Link Intime India Private Limited,Unit: BRFL - Open OfferC-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup West, Mumbai - 400 078, IndiaTel: +91 22 2596 0320; Fax: +91 22 2596 0329Contact Person: Mr. Pravin Kasare

Dear Sir,

Sub: Open Offer to acquire 2,84,20,000 fully paid-up Equity Shares of face value Rs. 10/- each, representing 20.00% of theEmerging Voting Capital of Bombay Rayon Fashions Limited [Target Company] by AAA United B.V. and AshwellHolding Company Private Limited (jointly referred to as the "Acquirers") along with Aktieselskabet af 1/8 2004,being the person acting in concert (the "PAC"), in terms of Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997 ("SEBI (SAST) Regulations")

I/We refer to the Public Announcement made on April 06, 2011 and Letter of Offer dated October 25, 2011 for acquiring the EquityShares held by me/us in Bombay Rayon Fashions Limited. I/We, the undersigned have read the aforementioned Public Announcementand Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

I/We hereby consent unconditionally and irrevocably to withdraw my/our Equity Shares from the Offer and I/we further authorise theAcquirers and the PAC to return to me/us, the tendered equity share certificate(s)/ equity share(s) at my/our sole risk.

I/We note that upon withdrawal of my/our Equity Shares from the Offer, no claim or liability shall lie against the Acquirers/the PAC/Manager to the Offer/Registrar to the Offer.

I/We note that this Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentioned in theLetter of Offer or mentioned overleaf as per the mode of delivery indicated therein on or before the last date of withdrawal i.e.Friday, November 18, 2011.

I/We note that the Acquirers/the PAC/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss intransit of the shares held in physical form and also for the non-receipt of shares held in the dematerialised form in the DP accountdue to inaccurate/incomplete particulars/instructions.

I/We also note and understand that the Acquirers and the PAC will return the original share certificate(s), share transfer deed(s) andshares only on completion of verification of the documents, signatures and beneficiary position as available from the Depositoriesfrom time to time.

From:

Name:

Address:

Tel No : Fax no: Email ID:

F 8

The particulars of withdrawal of original share certificate(s) and duly signed transfer deed(s) are detailed below:

Sr. Ledger Folio No. Certificate No. Distinctive Nos. No. of Equity SharesNo. From To

TENDERED

1.

2.

3.


WITHDRAWN

1.

2.

3.

(In case the space provided is inadequate, please attach a separate sheet with details)


EQUITY SHARES IN DEMATERIALIZED FORMI/We hold the following Shares in dematerialised form and had done an off-market transaction for crediting the shares to the "LIIPL BRFLOPEN OFFER ESCROW DEMAT ACCOUNT" as per the following particulars:-

DP Name Ventura Securities Limited DP ID IN303116

Client ID 10742437 Depository National Securities Depository Limited

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by DP. The particulars of the accountfrom which my/our Shares have been tendered are as detailed below:-

DP Name DP ID Client ID Name of No. of Equity No. of EquityBeneficiary Shares tendered Shares withdrawn

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

In case of dematerialised shares, I/we confirm that the signatures have been verified by the DP as per their records and thesame have been duly attested.

I/We confirm that the particulars given above are true and correct.

Yours faithfully,

Signed and Delivered:

FULL NAME(S) OF THE SIGNATURE(S)SHAREHOLDER(S)

First/Sole Shareholder

Second Shareholder

Third Shareholder

Fourth Shareholder

Note: In case of joint holdings, all shareholders must sign. In case of body corporate, the rubber stamp should be affixed andnecessary board resolution must be attached.

Address of Sole / First shareholder:

Tel No. ; Fax: ; Email:

Place :

Date :

F 9


INSTRUCTIONS

1. Shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days i.e. byFriday, November 18, 2011 prior to the close of the Offer, i.e. Wednesday, November 23, 2011.

2. The withdrawal option can be exercised by submitting the Form of Withdrawal, duly signed and completed, along with the copyof acknowledgement slip issued at the time of submission of the Form of Acceptance-cum-Acknowledgement, Photocopy of thedelivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged bythe DP.

3. The withdrawal of Equity Shares will be available only for the Equity Share certificates/ Equity Shares that have been receivedby the Registrar to the Offer/credited to Special Depository Account.

4. In case of partial withdrawal of Equity Shares tendered in physical form, if the original share certificates are required to be split,the same will be returned on receipt of share certificates from the Target Company. The facility of partial withdrawal is availableonly to registered shareholders.

5. Shareholders holding Equity Shares in dematerialized form are requested to issue the necessary standing instruction for receiptof the credit in their DP account.

6. The Form of Withdrawal along with enclosure should be sent only to the Registrar to the Offer so as to reach the Registrar ofthe Offer at any of the collection centres on all days (excluding Saturdays, Sundays and Public holidays) during the businesshours i.e. (Mondays to Fridays between 10.00 a.m. to 4.00 p.m. All queries pertaining to this Offer may be directed to theRegistrar to the Offer.

ACKNOWLEDGEMENT SLIP- WITHDRAWAL FORMLink Intime India Private Limited, Unit: BRFL - Open Offer

Received from Mr./Mrs./M/s

Address

a Form of Withdrawal for. # Number of Equity Share Certificates in respect of EquityShares / # Copy of Delivered Instruction to DP for Equity Shares.

# Delete whichever is not applicable

Physical shares: Folio No. /Demat Shares: DP ID ;

Client ID:

Signature of Official: Date of Receipt:

Stamp ofCollection

Centre

F 10

All future correspondence, if any, should be addressed to the Registrar to the Offer at the following address quotingyour reference Folio No. / DP ID and Client ID

Link Intime India Private Limited,Unit: BRFL - Open Offer

C-13, Pannalal Silk Mills Compound,LBS Marg, Bhandup West, Mumbai - 400 078, India

Tel: +91 22 2596 0320; Fax: +91 22 2596 0329Email: [email protected]

Contact Person: Mr. Pravin Kasare


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