THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This letter of offer (the Letter of Offer ) is being sent by EXEDY Corporation (the Acquirer or EXEDY Corp ) to you as a Public Shareholder of EXEDY India Limited (the Company or EIL ) in respect of the proposed acquisition of and delisting of the fully paid up equity shares of face value of ` 10 each of the Company from Bombay Stock Exchange Limited ( BSE ). In case you have recently sold your shares in the Company, please hand over this Letter of Offer and the accompanying documents to the member of the stock exchange through whom the sale was affected. LETTER OF OFFER for Delisting of Shares of EXEDY India Limited (Formerly known as Ceekay Daikin Limited) Registered Office: Plot No. L-4, MIDC Industrial Area, Chikalthana, Aurangabad 431210, Maharashtra, India From EXEDY Corporation Registered Office: 1-1-1, Kidamotomiya, Neyagawa-shi, Osaka 572-8570, Japan Inviting you to tender your Shares in connection with the proposed acquisition of the Shares of the Company, through the reverse book building process in accordance with the Securities and Exchange Board of India (Delisting of Securities) Regulations, 2009 (the Delisting Regulations ) If you wish to tender your Shares to the Acquirer, you should: Read this Letter of Offer and the instructions herein; Complete and sign the accompanying Bid Form in accordance with the instructions therein and in this Letter of Offer; Ensure that (a) you have credited to the specified Special Depository Account (details of which are set out in this Letter of Offer) and obtained a copy of your Depository Participant Instruction in relation thereto, or (b) in case of shares held in physical form, executed the transfer deed. Alternately you may mark a pledge on the Shares to the Manager to the Offer in favour of the said Special Depository Account and enclose along with their Bid, a photocopy of the pledge instructions to your depository participant with the due acknowledgement of such depository participant. Submit (a) your Bid Form and (b) a copy of your Depository Participant Instruction by physical delivery or (c) physical share certificate along with the executed transfer deed (applicable only in the case of Shares held in physical form) to one of the Bid Centres set out in this Letter of Offer. If you are resident in areas where no Bid Centre is located, you may send the above by registered post / courier (at your risk and cost) to any of the bidding centers as per the details set out in this Letter of Offer, such that it is received before 3.00 p.m. on the Bid Closing Date. You may also submit your Bids by Registered Post (at your own cost and risk) with the envelope marked EXEDY India Limited - Delisting Offer to the Trading Member - SMC Global Securities Limited having its office at 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400 064 India, during the following hours: 10.00 a.m. to 3.00 p.m. during the Bid Period i.e., on Tuesday, January 24, 2012, to Tuesday, January 31, 2012. MANAGER TO THE OFFER REGISTRAR TO THE OFFER AMBIT CORPORATE FINANCE PRIVATE LIMITED Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013 India Contact Person: Mr. Sundeep Parate / Mr. Praveen Kumar Sangal Tel: +91-22-39821819; Fax: +91-22-39823020 E-mail: eildelisting@ambitpte.com LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai - 400 078 India Contact Person: Mr. Pravin Kasare Tel: +91-22-25960320; Fax: +91-22-25960329 Toll Free: 1-800-22-0320 Email: eil.delisting@linkintime.co.in Activity Day and Date Issue of Public Announcement Tuesday, December 06, 2011 Specified Date Friday, December 16, 2011 Dispatch of Letters of Offer / Bid Forms to Public Shareholders Tuesday, December 20, 2011 Bid Opening Date (10:00 a.m.) Tuesday, January 24, 2012 Last date for upward revision or withdrawal of bids Monday, January 30, 2012 Bid Closing Date (3:00 p.m.) Tuesday, January 31, 2012 Public Announcement of Discovered Price / Exit Price and Acquirer s Friday, February 10, 2012 acceptance/non-acceptance of Discovered Price / Exit Price Last date for payment of consideration# Tuesday, February 14, 2012 Last date for return of Offer Shares tendered under the Offer to Tuesday, February 14, 2012 shareholders in case of failure of Offer # Subject to the acceptance of the Discovered Price or offer of an Exit Price by the Acquirer

TABLE OF CONTENTS SR. PARTICULARS PAGE NO. 1 BACKGROUND OF THE DELISTING OFFER 3 2 BACKGROUND OF THE ACQUIRER 4 3 BACKGROUND OF EXEDY INDIA LIMITED 5 4 MANAGER TO THE OFFER 6 5 REGISTRAR TO THE OFFER 6 6 TRADING MEMBER 6 7 INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY 6 8 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 6 9 LIKELY POST DELISTING CAPITAL STRUCTURE 7 10 OBJECTIVE FOR DELISTING OFFER 8 11 STOCK EXCHANGES FROM WHICH THE SHARES ARE TO BE DELISTED 8 12 DETERMINATION OF THE FLOOR PRICE 8 13 DETERMINATION OF THE EXIT PRICE AND DISCOVERED PRICE 9 14 CONDITIONS TO THE DELISTING OFFER 9 15 DATES OF OPENING AND CLOSING OF THE BID PERIOD 10 16 ELIGIBLE SHAREHOLDERS 10 17 DETAILS OF BID CENTRES OF THE TRADING MEMBER THROUGH WHICH BIDS COULD BE PLACED 10 18 PROCEDURE FOR BIDDING 11 19 DETAILS OF THE ESCROW ACCOUNT 13 20 PROCEDURE FOR SETTLEMENT 13 21 PROPOSED TIMETABLE FOR THE OFFER 14 22 TAX DEDUCTED AT SOURCE 14 23 STATUTORY AND REGULATORY APPROVALS 15 24 GENERAL 15 25 CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY 16 26 COMPLIANCE OFFICER 16 27 DISCLAIMER CLAUSE OF BSE 16 Page 2 of 16

Dear Shareholder, Invitation to tender shares held by you in the Company The Acquirer is pleased to invite you to tender, on the terms and subject to the conditions set out below, shares held by you in the Company pursuant to the Delisting Regulations. 1. BACKGROUND OF THE DELISTING OFFER 1.1. The Company is a public company incorporated under the Companies Act, 1956. The equity shares of the Company are currently listed on the Bombay Stock Exchange Limited ( BSE ). The present subscribed and fully paid up capital of the Company comprises of 60,06,696 equity shares of face value of ` 10 each ( Shares ) aggregating ` 600.67 Lakhs ( Equity Capital ). 1.2. Pursuant to a preferential allotment of equity shares by the Company to the Acquirer, the Acquirer had, vide public announcement dated January 25, 2010 made an open offer to acquire 12,01,340 Shares from the public shareholders of the Company in accordance with the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. As per the letter of offer in relation to the open offer, the Acquirer had expressed its intention to make a delisting offer within three years to the public shareholders of the Company (the Public Shareholders ) in the event the promoter shareholding pursuant to the acquisition under the open offer was substantially in breach of the minimum permissible limit (as required under the listing agreement with BSE). As a result of the open offer, the public shareholding of the Company was reduced to 6.06%, which is less than the minimum permissible limit of 25%, applicable to the Company. 1.3. The Acquirer currently holds 41,52,913 Shares of the Company representing 69.14% of the Company s Equity Capital. The Indian promoters of the Company, namely Mahesh B Kothari, Satin Engineering Private Limited, Pradeep B Chinai, Pradeep B Chinai HUF, Nauka M Kothari, Irma Chinai, Alisha Chinai, Twisha Chinai, Sona Kothari and Saurabh Kothari (collectively, CK Group or Indian Promoters ) together currently hold 14,89,925 Shares representing 24.80% of the Company s Equity Capital. The Acquirer and CK Group (collectively referred to as Promoters ) hold 56,42,838 Shares representing 93.94% of the Company s Equity Capital and are disclosed as promoters and promoter group of the Company in the Company s filings with BSE. 1.4. The board of directors of the Acquirer, in its meeting held on May 30, 2011, passed a resolution approving the Delisting Offer. On May 30, 2011, the Acquirer also intimated its intention regarding the Offer to the Company and requested the Company to seek approval of shareholders of the Company for the proposed delisting by a special resolution through postal ballot in terms of regulation 8(1)(b) of the Delisting Regulations. 1.5. The Delisting Offer was considered and approved by the board of directors of the Company at their meeting held on June 9, 2011. Further, a special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on July 25, 2011, approving the proposed delisting of the Shares of the Company from BSE pursuant to the Delisting Regulations. The special resolution was duly approved by the requisite majority of shareholders, in compliance with the requirements prescribed under the Companies Act, 1956. The votes cast by the public shareholders in favour of the proposed delisting were more than two times the number of votes cast by public shareholders against it. BSE has also provided its in-principle approval to the Delisting Offer vide its letter dated October 21, 2011. 1.6. Acquirer had made a public announcement on December 6, 2011 (the Public Announcement or the PA ) to the Public Shareholders to acquire all the outstanding Shares currently not held by the Promoters, being 3,63,858 Shares ( Offer Shares ) representing 6.06% of the Company s Equity Capital, in accordance with the provisions of the Delisting Regulations and on the terms and subject to the conditions set out in the PA and this Letter of Offer. Consequent to the Offer, and subject to the Promoters shareholding increasing to 58,24,767 Shares in the Company representing 96.97% of Company s Equity Capital, the Company will seek to voluntarily delist the Shares from BSE, in accordance with the Delisting Regulations. 1.7. The PA was published in the following newspapers as required under the Delisting Regulations: Newspapers Language Editions Business Standard English All editions Business Standard Hindi All editions Mumbai Lakshadeep Marathi Mumbai Page 3 of 16

1.8. Changes, modifications or amendments to the PA or this Letter of Offer, if any, will be notified by issuing a corrigendum in the aforesaid mentioned newspapers. 2. BACKGROUND OF THE ACQUIRER 2.1 EXEDY Corp was incorporated on July 1, 1950 under the laws of Japan as Daikin Manufacturing Company Limited and subsequently the name was changed to the present name on August 1, 1995. The head / registered office of EXEDY Corp is situated at 1-1-1, Kidamotomiya, Neyagawa-shi, Osaka 572-8570, Japan, Tel: +81-72-8221152; Fax: +81-72-8227552; Website: www.exedy.com. 2.2 EXEDY Corp manufactures drivetrain products for automobiles, industrial vehicles, and construction machinery. EXEDY Corp has 35 affiliate companies, including 34 subsidiaries, operating in 18 countries. EXEDY Corp and its consolidated subsidiaries operate in three business segments: manual automotive drivetrain operations, automatic automotive drivetrain operations and others. The manual automotive drivetrain segment manufactures and sells clutch discs, clutch covers, flywheels and other manual transmissions. The automatic automotive drivetrain segment is engaged in the manufacture and sale of torque converters and wet friction clutch plates. The others segment consists of industrial machine drivetrain operations, i.e. the manufacture and sale of powershift transmissions, and other operations including the sale and manufacture of clutches for motorcycle, plants and other facilities. 2.3 Presently, the entire issued and subscribed equity share capital of EXEDY Corp consists of 48,593,736 shares aggregating JPY 8,284 Mn (` 54,691 Lakhs). The shares of EXEDY Corp do not have any face value. (JPY is Japanese Yen; JPY 100 = ` 66.02 as on December 2, 2011; Source for conversion of currency: www.rbi.org.in) 2.4 The shares of EXEDY Corp are currently listed on Tokyo Stock Exchange ( TSE ) and Osaka Securities Exchange ( OSE ) in Japan. The closing price of shares of EXEDY on TSE, was JPY 2,316 (` 1,529.02) on December 2, 2011. (JPY 100 = ` 66.02 as on December 2, 2011; Source for conversion of currency: www.rbi.org.in) 2.5 EXEDY Corp is a professionally managed company and shares of EXEDY Corp are widely held by institutional and individual shareholders. Hence, there are no identified promoters or controlling shareholders of EXEDY Corp. The shareholding pattern of EXEDY Corp as on September 30, 2011 was as follows: Number of shares held % of shares held in Shareholder s Category in EXEDY Corp EXEDY Corp Foreign Institutional Investors, Banks & Financial Institutions 2,21,97,554 45.68 Public (including bodies corporate, individuals and treasury stocks) 2,63,96,182 54.32 Total number of shares 4,85,93,736 100.00 As disclosed to TSE, Aisin Seiki Co. Ltd. (directly & through its subsidiaries) holding 1,62,30,400 shares representing 33.4% of the issued and subscribed share capital of EXEDY Corp, is the largest shareholder. 2.6 Key audited financials of EXEDY Corp are as follows (on Consolidated basis): Income Statement Year ended Year ended 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-11 31-Mar-10 31-Mar-09 (JPY in Mn) (` in Lakhs) Net Sales 1,96,452 1,52,671 1,66,750 12,96,976 10,07,934 11,00,884 Other Income 830 842 557 5,480 5,559 3,677 Total Income 1,97,282 1,53,513 1,67,307 13,02,456 10,13,493 11,04,561 Cost of Sales 1,52,344 1,22,375 1,34,732 10,05,775 8,07,920 8,89,501 Selling, General and Administrative Expenses 22,712 19,445 21,801 1,49,945 1,28,376 1,43,930 Other Expenses 892 1,183 1,985 5,889 7,810 13,105 Profit before interest, tax and minority interest 21,334 10,510 8,789 1,40,847 69,387 58,025 Depreciation 11,754 11,994 12,312 77,600 79,184 81,284 Profit before interest, depreciation, tax and minority interest 33,088 22,504 21,101 2,18,447 1,48,571 1,39,309 Depreciation 11,754 11,994 12,312 77,600 79,184 81,284 Interest Expenses 323 334 295 2,132 2,205 1,948 Profit Before Tax 21,011 10,176 8,494 1,38,715 67,182 56,077 Current Tax 6,504 4,498 2,445 42,939 29,696 16,142 Page 4 of 16

Income Statement Year ended Year ended 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-11 31-Mar-10 31-Mar-09 (JPY in Mn) (` in Lakhs) Deferred Tax 225 (35) 37 1,485 (231) 244 Profit after tax before minority interest 14,282 5,713 6,012 94,290 37,717 39,691 Minority Interest 1,258 189 571 8,305 1,248 3,770 Profit after tax after minority interest 13,024 5,524 5,441 85,984 36,469 35,921 Balance Sheet As on As on 31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-11 31-Mar-10 31-Mar-09 (JPY in Mn) (` in Lakhs) SOURCE OF FUNDS Paid up Equity Share capital 8,284 8,284 8,284 54,691 54,691 54,691 Retained Earning 1,02,979 92,140 87,588 6,79,867 6,08,308 5,78,256 Treasury Stock (804) (39) (38) (5,308) (257) (251) Capital Surplus 7,541 7,541 7,541 49,786 49,786 49,786 Networth 1,18,000 1,07,926 1,03,375 7,79,036 7,12,527 6,82,482 Revaluation Reserves if any - - - - - - Net Worth after reducing Revaluation reserves 1,18,000 1,07,926 1,03,375 7,79,036 7,12,527 6,82,482 Foreign currency translation adjustments (8,240) (5,477) (6,368) (54,400) (36,159) (42,042) Net unrealized gain investment securities 357 319 127 2,357 2,106 838 Non-current/Long-term liabilities 11,441 11,419 9,543 75,533 75,388 63,003 Current liabilities 36,156 32,911 24,115 2,38,702 2,17,278 1,59,207 Minority interest 6,703 6,328 6,115 44,253 41,777 40,371 Total 1,64,417 1,53,426 1,36,907 10,85,481 10,12,918 9,03,860 APPLICATION OF FUNDS Property Plant & Equipment 65,395 64,986 70,140 4,31,738 4,29,038 4,63,064 Investments and other assets 7,886 6,962 6,896 52,063 45,963 45,527 Current assets 91,136 81,478 59,871 6,01,680 5,37,918 3,95,268 Total 1,64,417 1,53,426 1,36,907 10,85,481 10,12,918 9,03,860 (Source: Annual Reports of EXEDY Corporation)(JPY 100 = ` 66.02 as on December 2, 2011; Source: www.rbi.org.in) 3. BACKGROUND OF EXEDY INDIA LIMITED 3.1. EXEDY India Limited is a public limited company, incorporated under the Companies Act, 1956 and having its registered office at Plot No. L-4, MIDC Industrial Area, Chikalthana, Aurangabad 431210, Maharashtra, India; Tel: +91-240-2483341, Fax: +91-240-2484403. Further, the Company has its corporate office at N. K. M. International House, 4 th Floor, 178, Babubhai M. Chinai Marg, Mumbai 400020, Maharashtra, India, Tel: +91-22- 22020849, Fax: +91-22-22043939. 3.2. The Company was originally incorporated as Ceekay Automotive Products Limited on November 3, 1973. Subsequently the name was changed to Ceekay Daikin Limited on November 9, 1987, which was further changed to the present name on October 13, 2010. The Company manufactures, in technical collaboration with EXEDY Corp, a range of auto clutch products and components like clutch disc assemblies, clutch cover assemblies and one way clutch. Its products are being used in a range of vehicle applications from cars to heavy commercial vehicles. The Company has two manufacturing facilities, one each, at Aurangabad, Maharashtra and Noida, Uttar Pradesh. 3.3. The Shares of the Company are presently listed on BSE. 3.4. Brief summary of the Audited financials of the Company are provided below: (in ` Lakhs) Period Ending March 31, 2011 March 31, 2010 March 31, 2009 Total Income 20,563.13 16,152.17 10,702.58 Profit / (Loss) Before Tax (647.33) (106.33) (730.84) Profit / (Loss) After tax (647.48) (106.54) (747.83) As on March 31, 2011 March 31, 2010 March 31, 2009 Equity Capital 600.67 600.67 403.15 Page 5 of 16

As on March 31, 2011 March 31, 2010 March 31, 2009 Reserves and Surplus 1,008.91 1,656.39 735.83 Loaned Funds 7,649.23 6,234.90 6,877.45 Net Fixed Assets 5,951.14 5,765.75 6,002.78 Net Current Assets 3,315.24 2,733.78 2,021.22 Net Deferred Tax Assets (Liabilities) (7.57) (7.57) (7.57) (Source: Annual Reports of EXEDY India Limited) 4. MANAGER TO THE OFFER 4.1. The Acquirer has appointed Ambit Corporate Finance Private Limited having its registered office at Ambit House, 449, Senapati Bapat Marg, Lower Parel, Mumbai - 400013 India, as the manager to the Offer (the Manager to the Offer ). 5. REGISTRAR TO THE OFFER 5.1. The Acquirer has appointed Link Intime India Private Limited having its office at C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400078 India, as the registrar to the Offer (the Registrar to the Offer ). 6. TRADING MEMBER 6.1. The Acquirer has appointed SMC Global Securities Limited having its office at 1 st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400064 India, as the trading member for the Offer (the Trading Member ). 7. INFORMATION REGARDING STOCK MARKET DATA OF THE COMPANY 7.1. Based on information obtained from BSE website, the high, low, and average market price of the Shares of the Company during the preceding three calendar years and period between January 1 to November 30, 2011 are as follows: Period High^ Low^ Average* (in ` per Share) January 1 to December 31, 2008 147.95 19.45 112.80 January 1 to December 31, 2009 113.95 18.35 42.03 January 1 to December 31, 2010 247.30 84.70 155.02 January 1 to November 30, 2011 274.45 135.45 211.88 ^Closing high/low during the period; *Annual value of the turnover/total shares traded during the period; (Source: http://www.bseindia.com) 7.2. Based on information obtained from BSE website, the monthly high and low average of closing prices of the Shares of the Company and the trading volume of the Shares for the six calendar months preceding the date of the PA are as follows: Months High^ Low^ Volume* (in ` per Share) (No. of shares) June 2011 274.50 177.10 15,049 July 2011 212.00 201.50 7,435 August 2011 210.00 196.00 1,394 September 2011 222.45 200.00 12,588 October 2011 224.75 205.30 797 November 2011 223.00 200.05 1,841 ^ Closing high / low during the period; *Cumulative trading volume during the period; (Source: http://www.bseindia.com) 8. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 8.1. The authorized share capital of the Company is ` 10,00,00,000 comprising of 90,00,000 equity shares of face value of ` 10 each and 1,00,000 cumulative redeemable preference shares of face value of ` 100 each. The paid up equity capital comprises of 60,06,696 equity shares. Page 6 of 16

8.2. The shareholding pattern in the Company as on September 30, 2011 is as follows: Particulars No. of Shares % of outstanding Equity Capital Promoter Group EXEDY Corporation 41,52,913 69.14 CK Group 14,89,925 24.80 (A) 56,42,838 93.94 Public Shareholders Institutional Shareholders Mutual Funds / UTI 950 0.02 Foreign Institutional Investors 1,800 0.03 Non-Institutional Shareholders Bodies Corporate 1,34,005 2.23 Individuals and Others 2,27,103 3.78 (B) 3,63,858 6.06 Total (A+B) 60,06,696 100.00 (Source: http://www.bseindia.com) 8.3. On the date of the Public Announcement, aggregate shareholding of the Promoters and of the directors of the Promoters and of persons who are in control of EIL is as follows: Particulars No. of Shares % of outstanding Equity Capital Promoter Group EXEDY Corporation 41,52,913 69.14 Mahesh B Kothari 4,78,362 7.96 Satin Engineering Pvt. Ltd 2,58,872 4.31 Pradeep B Chinai 2,62,121 4.36 Pradeep B Chinai HUF 1,11,604 1.86 Nauka M Kothari 93,529 1.56 Irma Chinai 81,649 1.36 Alisha Chinai 80,076 1.33 Twisha Chinai 80,076 1.33 Sona Kothari 22,678 0.38 Saurabh Kothari 20,958 0.35 (A) 56,42,838 93.94 Directors of Corporate Promoters Directors of EXEDY Corporation - - Directors of Satin Engineering Pvt. Ltd. - - - Mahesh B Kothari* - Pradeep B. Chinai* - Nauka M Kothari - Irma Chinai* - Saurabh Kothari* (B) - - Total (A+B) 56,42,838 93.94 * Directors of Satin Engineering Pvt. Limited individually hold equity shares in EIL as promoters. 8.4. Other than the shareholding mentioned above, neither the Acquirer nor any of its directors nor any other constituent of the Promoter Group holds any Shares of the Company, as of the date of the PA. 9. LIKELY POST DELISTING CAPITAL STRUCTURE 9.1. The likely post-delisting capital structure of the Company, assuming all the Shares held by the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows: Shareholder No. of Shares % of outstanding Equity Capital EXEDY Corporation 45,16,771 75.20 CK Group 14,89,925 24.80 Total 60,06,696 100.00 Page 7 of 16

10. OBJECTIVE FOR DELISTING OFFER 10.1. EXEDY Corp vide public announcement dated January 25, 2010 made an open offer to acquire 12,01,340 equity shares of the Company from the public shareholders of the Company under Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (the SEBI Takeover Code ) ( Open Offer ), pursuant to a preferential allotment of equity shares by the Company. 10.2. As per the letter of offer in relation to the open offer, the Acquirer had expressed its intention to make a delisting offer within three years to the Public Shareholders in the event the promoter shareholding pursuant to the acquisition under the open offer was substantially in breach of the minimum permissible limit (as required under the listing agreement with BSE). As a result of the open offer, the public shareholding of the Company was reduced to 6.06%. 10.3. As the Company s largest shareholder and one of the promoters, EXEDY Corp has concluded that a successful delisting offer will bring the Company outside the purview of listing regulations. Further EXEDY Corp believes that such an exercise, if successful, would offer more flexibility and greater efficiency in the operations and management of the Company to support its business and meet the requirements of its customers. EXEDY Corp also believes that a delisting offer will provide an exit opportunity for the public shareholders of the Company, the Shares of which are presently thinly traded on BSE. 10.4. EXEDY Corp thus intends to purchase the outstanding publicly held Shares of the Company and delist the Shares of the Company from the BSE pursuant to and in accordance with the Delisting Regulations. 11. STOCK EXCHANGES FROM WHICH THE SHARES ARE TO BE DELISTED 11.1. The Shares of the Company are currently listed only on BSE. The Acquirer seeks to delist the Shares of the Company from BSE. 12. DETERMINATION OF THE FLOOR PRICE 12.1. BSE was notified of the board meeting of the Company for considering the delisting proposal from the Acquirer on May 30, 2011. The annualized trading turnover of the Shares of the Company during the six calendar months preceding May 2011, (November 2010 to April 2011) is as follows: Total no. of Shares traded during November 2010 to April 2011 Total no. of listed Shares during November 2010 to April 2011 Annualised trading turnover (in terms of % of total listed Shares) 9,884 60,06,696 0.33% Since the annualized trading turnover is less than 5% of the total Shares of the Company, the Shares of the Company are deemed to be infrequently traded in terms of the explanation to Regulation 15(2)(b) of the Delisting Regulations. 12.2. In accordance with Regulation 15(3) of the Delisting Regulations, the floor price is determined as under: A The highest price paid by the promoter for acquisitions, if any, of equity Not Applicable shares of the class sought to be delisted, including by way of allotment in a public or rights issue or preferential allotment, during the twenty six weeks period prior to the date on which the recognized stock exchanges were notified of the board meeting in which the delisting proposal was considered and after that date up to the date of the PA; B Other Parameters Based on Audited Financial Data for year ended March 31, 2011 1 Return on Net Worth Not Applicable 2 Book Value per equity Share ` 26.70 3 Earnings per Share Not Applicable 4 Price earning multiple Not Applicable Walker, Chandiok and Co, Chartered Accountants, (Mr. Aashish Arjun Singh, Membership No. 210122) with their office at Wings, First Floor, 16/1, Cambridge Road, Ulsoor, Bengaluru 560008, India vide their certificate dated June 9, 2011 have issued a valuation report for equity share of EIL (the Valuation Report ). Based on various methodologies and assumptions, they have estimated the value to be ` 141.36 per Share. Therefore, in accordance with the applicable provisions of Regulation 15(3) of the Delisting Regulations, the floor price for the Shares, based on the Valuation Report, was determined by the Acquirer in consultation with Manager Page 8 of 16

to the Offer to be ` 141.36/- (Rupees One Hundred Forty One and Paise Thirty Six Only) per Share ( Floor Price ). 13. DETERMINATION OF THE EXIT PRICE AND DISCOVERED PRICE All Public Shareholders can tender their Shares during the Bid Period as set out in paragraph 15 of this Letter of Offer at any price which is at or above the Floor Price. 13.1. The minimum price per Share ( Discovered Price ) payable by the Acquirer for the Offer Shares it acquires pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which the maximum numbers of Offer Shares are tendered pursuant to a reverse book building process ( RBB ) in the manner as specified in Schedule II of the Delisting Regulations. 13.2. The Acquirer is willing to acquire the Offer Shares of the Company from the public shareholders under this Delisting Offer at ` 178.50/- per Share, which is the price at which Shares were acquired in the Open Offer. However, this should not, in any way, be construed as a ceiling or maximum price for the purposes of acquisition under the RBB and the public shareholders are free to tender their Shares at any price higher than the Floor Price in accordance with the Delisting Regulations. 13.3. The Acquirer is under no obligation to accept the Discovered Price. If the Acquirer does not accept the Discovered Price, the Acquirer will have no right or obligation to acquire any Offer Shares tendered in the Delisting Offer and the Delisting Offer will not proceed any further and the Offer Shares tendered by the Public Shareholders (whether deposited in the Special Depository Account and/or share certificates) will be returned to the respective Public Shareholders who have tendered them. 13.4. The Acquirer may, in its sole discretion, accept the Discovered Price for the Shares. Alternatively, the Acquirer may, in its sole discretion, offer to pay a price higher than the Discovered Price for the Offer Shares tendered in the Delisting Offer. The price so accepted and offered by the Acquirer is referred to in the PA as exit price (the Exit Price ). If the Acquirer offers an Exit Price, the Acquirer will acquire all the Shares which have been tendered at prices up to and equal to the Exit Price for a cash consideration equal to the Exit Price for each such Share tendered in the Delisting Offer. The Acquirer does not have any obligation to accept and will not accept Shares offered at a price higher than the Exit Price. 13.5. The Acquirer shall announce the Discovered Price, its decision to either accept the Discovered Price and/or offer an Exit Price (if any) and accept the Shares tendered up to and inclusive of the Exit Price or reject the Discovered Price in the same newspapers in which the PA had appeared, in accordance with the timetable set out in the PA and this Letter of Offer, or such modified time table as may be subsequently notified. 13.6. Since the Company in breach of the minimum permissible limit (as required under the listing agreement with BSE) in case, the Acquirer rejects the Discovered Price, the Acquirer shall ensure that the public shareholding shall be brought up to such minimum level within a period of 6 months from the date of closure of the bidding through any of the ways mentioned in the Delisting Regulations. 13.7. It is brought to the notice of all shareholders that the use of any manipulative or deceptive device or indulgence in market manipulation by an individual shareholder or a group of shareholders or any other person(s) relating to the sale of Shares during the RBB resulting in detriment to the security market or to the general interest of the shareholders of the Company or violating any rules and regulations promulgated under the Securities and Exchange Board of India Act, 1992 and any amendments thereto (the SEBI Act ) may attract the provisions of Section 12A of the SEBI Act and/or regulation 4 of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 and/or other applicable provisions. 14. CONDITIONS TO THE DELISTING OFFER 14.1. The acquisition of Shares by the Acquirer and the delisting of the Company are conditional upon: the Acquirer accepting the Discovered Price and / or offering an Exit Price; a minimum number of 1,81,929 Shares, being 50% of the Offer Shares, being tendered at or below the Discovered Price or the Exit Price so as to cause the Promoter shareholding in EIL to be at 58,24,767 Shares; the Acquirer obtaining all requisite statutory and regulatory approvals as listed in paragraph 23 of this Letter of Offer; and Page 9 of 16

there being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions imposed by any regulatory / statutory authority / body or order from a court or competent authority which would in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding with the Delisting Offer. 15. DATES OF OPENING AND CLOSING OF THE BID PERIOD 15.1. The period during which the Public Shareholders may tender their Shares to the Acquirer ( Bids ) pursuant to RBB (the Bid Period ) shall commence at 10:00 a.m on Tuesday, January 24, 2012 (the Bid Opening Date ) and close at 3:00 p.m. on Tuesday, January 31, 2012 (the Bid Closing Date ). This schedule is subject to, among others, the Acquirer obtaining the necessary regulatory approvals prior to the Bid Opening Date. Any changes to the Bid Period will be notified by way of a corrigendum in the newspapers where the PA was published. 15.2. Bids received after 3:00 p.m. on the Bid Closing Date shall not be accepted for the purpose of determining the Discovered Price. 16. ELIGIBLE SHAREHOLDERS 16.1. All Public Shareholders holding Shares are eligible to tender their Shares to the Acquirer during the Bid Period. Letters inviting Public Shareholders to tender their Shares to the Acquirer (the Letter of Offer ) along with the Bid Form will be dispatched to all Public Shareholders/ beneficial holders of Shares whose names appear on the Register of Members / records of the respective depositories of the Company at the close of business hours on Friday, December 16, 2011 (the Specified Date ), so as to reach them before the Bid Opening Date. In the event that some Public Shareholders do not receive or misplace their Letter of Offer or have acquired the Shares of the Company after the Specified Day, they may obtain a copy of the Letter of Offer by making a request to the Registrar to the Offer, Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400078, Contact Person: Mr. Pravin Kasare, Tel: +91-22-25960320, Fax: +91-22- 25960329, clearly marking the envelope EXEDY India Limited - Delisting Offer. Alternatively, the Public Shareholders may obtain copies of the Letter of Offer and the Bid Forms from the Bid Centers as provided under paragraph 17.1. 16.2. The Offer Shares to be acquired under the Delisting Offer are to be acquired free from any liens, charges and encumbrances and together with all rights attached thereto, including but not limited to the rights to all dividends declared and to be declared and any bonus shares to be issued by the Company hereafter as well as the right to subscribe to any rights issue made by the Company hereafter. Shares that are subject to any charge, lien or encumbrances are liable to be rejected. 16.3. It shall be the responsibility of the shareholders tendering Shares in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals, as the case maybe), if any, prior to tendering their Shares in the Delisting Offer and the Acquirer assumes no responsibility for the same. The Public Shareholders should attach copies of such approvals, if any, to the Bid Form. On receipt of the Offer Shares in the Special Depository Account of the Trading Member, the Acquirer shall assume that the shareholders have submitted their Bid only after obtaining applicable approvals, if any. The Acquirer reserves the right to reject those Bids which are submitted without attaching a copy of such required approvals. 17. DETAILS OF BID CENTRES OF THE TRADING MEMBER THROUGH WHICH BIDS COULD BE PLACED 17.1. The Public Shareholders may tender the Offer Shares and submit their Bids after completing the Bid Form, through an on-line electronic system, a facility provided by BSE. The Public Shareholders are required to submit their Bids only through the Trading Member. The details of the centers of the Trading Member where the Bids could be submitted by hand delivery and uploaded (the Bid Centers ) are as follows: Sr. Centre Address Tel Fax Contact Person 1 Mumbai Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai 400064 2 Mumbai 258, Perin Nariman Street, Fort, Mumbai 400001 3 Thane Office No. 2, 1st Floor, Sameer Arcade, Opp. Saraswat Bank, Jambli Naka, Thane 400601 Page 10 of 16 (022) 67341600 / 30 (022) 66518046 / 47 (022) 25340000 (022) 64170263 / 25438095 (022) 28805606 Mr. Prabir Kumar Singh / Ms. Divya Pramod (022) 66541800 Mr. Mahesh Chandra Joshi Mr.Suresh Kataria / Mr.Laxmikant R.

Sr. Centre Address Tel Fax Contact Person Kabra 4 Kolkata 18, Rabindra Sarani, Poddar Court, Gate No.-4, (033) 39847000 / (033) 39847000 Mr. Nalla Nageswar 4th Floor, Kolkata 700001 04 Rao / Mr. Sankit 5 New Delhi 11/6B, Shanti Chamber, Pusa Road, New Delhi 110005 (011) 30111000 (011) 25754383 Mr. Devendra Mani Dwivedi 6 New Delhi 602, Skylark Building, 6th Floor, Nehru Place, New Delhi-110019 (011) 32055419, 41046298 NA Mr.Raman Preet Singh Bindra 7 Chennai 2A, 2nd Floor, Mookambika Complex, 4 Lady (044) 39109100 / (044) 39109111 Mr. Murli Desikachari Road, Mylapore, Chennai 600004 122 8 Aurangabad Opp. Akashwani, Jalna Road,34, Saint Eknath Hsg Soc., Aurangabad 431001 9922333323, (0240) 2333095 NA Mr. Madanlal Manakchand Bora 9 Ahmedabad 10-A, Kalapuram, C.G.Road, Ahmedabad 380003 (079) 26424801 / 4804 (079) 30615572 / 34 Mr. Jimeet Shah / Mr. Nishit Shah 10 Pune 1st Floor, Dealing Chambers, opp. Hotel Subdhra, Near Sai Petrol Pump, J. M. Road, Pune 411005 11 Surat 316, Empire State Building, Near HDFC Bank, Ring Road, Udhana Darwaja, Surat 395002 12 Vadodara FF-16, Sundarvan Complex, Refinery Road, Gorwa, Vadodara 390016 13 Bangalore Premises 7-10, Ground Flr, Gold Tower, #50(Old no.98), Residency Road, Banker 25, Bangalore 560025 (NA Not Available) 18. PROCEDURE FOR BIDDING (020) 67272900 / 2999 (0261) 3926534 / 43 / 47 (026) 56444535 / 9925013907 (080) 33401400 / 09 18.5. Alternatively, the Public Shareholders may mark a pledge on the Shares to the Manager to the Offer in favour of the Page 11 of 16 NA NA NA NA Mr. Vedant Kabra Mr. Amit Desai Mr. Bhavin Chauhan Mr. Upendra Sharma 18.1. The Public Shareholders may submit their Bids by completing the Bid Forms accompanying this Letter of Offer and submitting these Bid Forms to the Trading Member at any of the Bid Centers set out above by hand delivery so as to reach on or before the prescribed time on the Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centers between 10:00 a.m. to 3:00 p.m. during the Bid Period. Necessary documents required must be enclosed along with the Bid Form. 18.2. The Public Shareholders (in particular those Public Shareholders who reside in areas where no Bid Centres are located) may also submit their Bids by registered post (at their own risk and cost) so as to ensure that their Bids are delivered on or before prescribed time on the Bid Closing Date to the Trading Member at SMC Global Securities Limited, 1st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400064 Maharashtra. Necessary documents required must be enclosed and the envelope should be marked EXEDY India Limited - Delisting Offer. If the duly filled Bid Forms arrive before the Bid Period starts, the Bid will still be valid, however, the Trading Member will not submit the Bid until the commencement of Bid Period. Under no circumstances should the Shares and Bid Forms be tendered to the Acquirer or the Company or the Manager to the Offer or the Registrar to the Offer. 18.3. The Manager to the Offer has opened a special depository account with SMC Global Securities Limited (the Special Depository Account ) details of which are as follows: Depository Central Depository Services (India) Limited Special Depository Account Name EXEDY INDIA LIMITED-DELISTING ESCROW A/C-AMBIT CORPORATE FINANCE PVT LTD Name of the Depository Participant SMC GLOBAL SECURITIES LIMITED Depository Identification Number 12027000 Client Identification Number 00164483 18.4. In order for the Bids to be valid, the Public Shareholders, who hold Shares in dematerialized form, should transfer their Shares from their respective beneficiary accounts with depository participants ( DP ) to the Special Depository Account, prior to the submission of their Bid, and enclose a photocopy of the delivery instruction to their DP (duly acknowledged by the DP).

Special Depository Account. Further, the Public Shareholder should provide a copy of the pledge confirmation from their DP in favor of the Special Depository Account along with the Bid Form. 18.6. All transfers should be in off-market mode. Multiple Bids from the same depository account are liable to be rejected. 18.7. The Public Shareholders who hold their Shares through National Securities Depository Limited will have to execute an inter-depository delivery instruction for the purpose of crediting their Shares in favour of the Special Depository Account. 18.8. It is the sole responsibility of the Public Shareholders to ensure that their Shares are credited to the Special Depository Account or pledged in favour of the Special Depository Account and their Bid reaches one of the Bid Centers on or before 3:00 p.m. on the Bid Closing Date. 18.9. In order for Bids to be valid, Public Shareholders, who hold the Shares in physical form, must have submitted the Bid Form along with the original share certificate(s), transfer deed(s) duly signed and original contract note issued by a registered share broker of a recognized stock exchange through whom such shares were acquired (as applicable), either by hand delivery or by registered post (at their own risk and cost) such that these are received by the Trading Member at the Bid Centre before 3:00 p.m. on Bid Closing Date. 18.10. In accordance with Clause 5 of Schedule II of the Delisting Regulations, the Public Shareholders, who have tendered their Shares by submitting Bid Forms pursuant to the terms of the PA and this Letter of Offer, may withdraw or revise their Bids upwards not later than 3.00 p.m. as on one day before the Bid Closing Date. Downward revision of Bids shall not be permitted. Any request for revision or withdrawal of the Bids can only be exercised by submitting the Bid Revision / Withdrawal Form so as to reach the Trading Member at Bid Centres on or before 3.00 p.m. as on one day prior to Bid Closing Date. 18.11. Public Shareholders are requested to submit below documents along with Bid Form: Public Shareholders holding shares in Demat Form should enclose: Bid Form duly completed and signed in accordance with the instructions contained therein, by all shareholders as per the records of the respective depository. A photocopy or counterfoil of the delivery instructions in Off-Market mode to the depository participant of your depository account (duly acknowledged by such depository participant) crediting your Shares to (or duly acknowledged pledge instructions for pledge your Shares in favour of) the Special Depository Account (Depository Participant Instruction) If you hold your Shares through National Securities Depository Limited (NSDL), your Depository Participant Instruction will have to take the form of an inter-depository delivery instruction to NSDL for the purpose of crediting your Shares in favour of the Special Depository Account with Central Depository Services (India) Limited. Registered Shareholders holding shares in Physical Form should enclose: Bid Form 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 deed / 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 the Company and duly witnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate/ Notary Public/ Bank Manager under their Official Seal. Copy of Permanent Account Number / PAN Card (Self Attested) Unregistered Shareholders holding shares in Physical Form should enclose: Bid Form duly completed and signed in accordance with the instructions contained therein. Original Share certificate(s). Original broker contract note. Valid share transfer deed(s) as received from market. The details of buyer should be left blank failing which, the same will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from unregistered shareholders. Copy of Permanent Account Number / PAN Card (Self Attested) Page 12 of 16

18.12. Public Shareholders holding Shares should also provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the Bid Form is being sent failing which the tender would be considered invalid and would be liable to be rejected. Such documents may include (but not be limited to): Duly attested death certificate and succession certificate (in case of single shareholder) in case the original shareholder has expired. Duly attested power of attorney if any person apart from the shareholder has signed bid form or transfer deed(s). No objection certificate from any lender, if the Shares in respect of which the Bid is sent, were under any charge, lien or encumbrance. In case of companies, the necessary certified corporate authorizations along with Board Resolution and specimen signatures of authorised signatories, copy of Memorandum and Articles of Association. 19. DETAILS OF THE ESCROW ACCOUNT 19.1. The estimated amount of consideration payable under the Delisting Offer, calculated as Offer Shares (i.e. 3,63,858 Shares) multiplied by the Floor Price (i.e. ` 141.36) is ` 5,14,34,966.88/- (Rupees Five Crore Fourteen Lakh Thirty Four Thousand Nine Hundred Sixty Six and Paise Eighty Eight Only). 19.2. The Acquirer, Manager to the Offer and Citibank N.A. (the Escrow Bank ) have entered into an escrow agreement dated November 28, 2011 pursuant to which the Acquirer has created an escrow account by making a cash deposit of ` 5,14,35,000/- (Rupees Five Crore Fourteen Lakh Thirty Five Thousand Only) in a bank account (the Escrow Account ) with the Escrow Bank at their branch located at Plot C-61, Bandra-Kurla Complex, G- Block, Bandra (East), Mumbai 400051, in accordance with the Delisting Regulations. The cash deposit in the Escrow Account is in excess of 100% of the estimated amount of consideration payable under the Delisting Offer at the Floor Price. 19.3. The Manager to the Offer has been authorized to realize the value of the Escrow Account, in terms of and as per the provisions of the Delisting Regulations. 20. PROCEDURE FOR SETTLEMENT 20.1. If the Acquirer offers an Exit Price and all other conditions attaching to the Delisting Offer are satisfied, the Acquirer shall acquire all Offer Shares that have been validly tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each Offer Share. Such consideration shall be payable to the Public Shareholders whose Shares have been validly tendered and accepted by the Acquirer within ten working days from Bid Closure Date. 20.2. For the purpose of settlement, the Acquirer will deposit such additional funds into the Escrow Account so as to ensure that the balance in the Escrow Account is equal to the entire amount required for acquiring the Offer Shares at the Exit Price. The Acquirer will open a special account (the Special Account ) and the Manager to the Offer shall transfer the amount due and payable as consideration in respect of the Shares accepted under the Offer at the Exit Price from the Escrow Account to the Special Account. 20.3. All shareholders whose Bids are valid and whose offered Shares have been accepted under the Offer shall be paid the Exit Price in respect of their Shares accepted in the Offer within 10 working days from the Bid Closing Date. 20.4. Public Shareholders, while tendering their Shares in the Offer may indicate an option to receive the payment consideration through electronic form by indicating in the space provided in the Bid Form. 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 centres 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 Speed Post / Registered Post. 20.5. Public Shareholders who opt for receiving consideration through electronic form are requested to give the authorization for electronic mode of transfer of funds in the Bid Form, provide the MICR / IFSC 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 Bid Form. In case of joint holders, payments will be made in the name of the first holder / unregistered owner. Page 13 of 16

20.6. For the purposes of electronic transfer, in case of Public Shareholders opting for electronic payment of consideration and for purposes 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. 20.7. For Public 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 consideration payment will be made by cheques / pay orders / 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 Bid Form, so that the same can be incorporated on 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 Bid Form. 20.8. Share certificates for Bids which have not been accepted, will be dispatched to the respective shareholders by Registered Post, at the shareholder s sole risk within 10 working days from the Bid Closure Date. Further, Shares held in dematerialized form which have not been accepted will be credited back to the respective beneficiary account with their respective DP from where the Shares were credited to the Special Depository Account within 10 working days from the Bid Closure Date. 20.9. Once the Shares have been delisted, all Public Shareholders whose Shares have not been acquired by the Acquirer under the Delisting Offer, may offer their Shares to the Acquirer at the Exit Price for a period of one year following the date of the delisting. 20.10. If the Acquirer does not accept the Discovered Price, all Offer Shares tendered in / pledged in favour of the Special Depository Account shall be returned / released from pledge within 10 working days from Bid Closing Date. 20.11. Public Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit, if any, in their DP account. Further, Public Shareholders should also ensure that their depository account is maintained till the Offer formalities are completed. 21. PROPOSED TIMETABLE FOR THE OFFER 21.1. The proposed timetable for the Delisting Offer is as follows: Activity Day and Date Issue of Public Announcement Tuesday, December 06, 2011 Specified Date Friday, December 16, 2011 Dispatch of Letters of Offer / Bid Forms to Public Shareholders Tuesday, December 20, 2011 Bid Opening Date (10:00 a.m.) Tuesday, January 24, 2012 Last date for upward revision or withdrawal of bids Monday, January 30, 2012 Bid Closing Date (3:00 p.m.) Tuesday, January 31, 2012 Public Announcement of Discovered Price / Exit Price and Acquirer s Friday, February 10, 2012 acceptance/non-acceptance of Discovered Price / Exit Price Last date for payment of consideration# Tuesday, February 14, 2012 Last date for return of Offer Shares tendered under the Offer to shareholders Tuesday, February 14, 2012 in case of failure of Offer # Subject to the acceptance of the Discovered Price or offer of an Exit Price by the Acquirer 21.2. Changes to the proposed timetable, if any, will be notified to shareholders by way of a corrigendum to the Public Announcement in the same newspapers where the PA was issued. 22. TAX DEDUCTED AT SOURCE 22.1. As per the extant provisions of the Income Tax Act, 1961 ( Income Tax Act ), no deduction of tax at source shall be made before remitting the consideration for Shares tendered under the Offer by Foreign Institutional Investors ( FIIs ) as defined in the Income Tax Act for Shares held under "Investment / Capital Account" by FIIs. This exemption is not available for payment of consideration in respect of Shares held by FIIs under their "Trade Accounts. FIIs will be required to submit a certificate confirming their status and the nature of their holding Page 14 of 16