LETTER OF OFFEREicher Goodearth Limited acting in concert with Eicher International Limited Regd. Office : Eicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, …

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LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a shareholder of Eicher Limited. If you require any clarifications about the action to be taken, you shouldconsult your stockbroker or investment consultant or the Manager to the Offer. In case you have sold your shares in the company, please hand overthis Letter of Offer and the accompanying Form of Acceptance cum Acknowledgment and Transfer Deed to the Member of Stock Exchange throughwhom the said sale was effected.

Eicher Goodearth Limited acting in concert with Eicher International LimitedRegd. Office : Eicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048 Tel.: 011-2644 5521; Fax: 011- 2643 1929

MAKE A CASH OFFER AT RS. 30 (RUPEES THIRTY ONLY) PER EQUITY SHARE PURSUANT to Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers Regulations), 1997 and subsequent amendments thereto

TO ACQUIRE 40,47,375 FULLY PAID-UP EQUITY SHARES

representing 20.00% of subscribed and fully paid up equity share capital (and 21.8% of voting capital, refer para 3.2.5.1 for details)of

Eicher LimitedRegd. Office: Eicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048

(Tel.: 011-2644 5521; Fax: 011- 2643 1929)

The following are the Persons Acting in Concert with Eicher Goodearth Limited and Eicher International Limited for the purposes of this Offer:

Name Address of the Registered OfficeEicher Finance LimitedEicher Goodearth Holdings Pvt. Limited 12, Commercial Complex, Greater Kailash-IIEicher Investments Private Limited New Delhi- 110 048;Eicher Holdings Private Limited (Tel.: 011- 2644 5521; Fax: 011- 2643 1929)Malbros Investments Limited

Vikram Lal & Family 2, Panchsheel Marg, New Delhi-110 021; Tel.: 011-2464 3110; Fax: 011-2461 7587)

Please Note :1) This Offer is being made pursuant to Regulation 11(1) of the SEBI Takeover Code.2) The Offer is subject to the approval(s), if any, of the Reserve Bank of India under the Foreign Exchange Management Act, 1999 for acquiring the shares tendered

by non-resident shareholders including NRIs/FIIs and OCBs.3) If the aggregate of the valid response exceeds 40,47,375 equity shares, then the Acquirers shall accept the Offers received from the Shareholders of Eicher Limited

on a proportionate basis, in consultation with the Manager to the Offer, in accordance with Regulation 21(6) of the SEBI Takeover Code.4) If there is any upward revision in the Offer Price by the Acquirer till the last date of revision i.e. March 17, 2003, or withdrawal of the Offer in terms of the SEBI

Takeover Code, the same would be informed by way of a public announcement in the same newspapers where the original Public Announcement dated December30, 2002 had appeared. Such revised offer price would be payable for all the Shares tendered anytime during the Offer and accepted under the Offer.

5) The procedure for acceptance is set out in Section 8 of this Letter of Offer. A Form of Acceptance cum Acknowledgment is enclosed with this Letter of Offer.6) The Public Announcement, Corrigendum to the Public Announcement, Letter of Offer, Form of Acceptance cum Acknowledgement and Form of Withdrawal would

also be available on SEBI's website http://www.sebi.gov.in.7) Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter o f Offer, can withdraw the

same upto three working days prior to the date of the closure of the offer.8) If there is a competitive bid:

• The public offer under all the subsisting bids shall close on the same date.• As the offer price cannot be revised during the period after March 17, 2003, it would therefore be in the interest of sharehol ders to wait till the

commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

All future correspondence, if any, should be addressed to the Registrar to the Offer at address mentioned below.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Ambit Corporate Finance Pvt. Limited MCS Limited516-517 World Trade Center, Sri Venkatesh Bhavan, 212-A Shahpurjat,Barakhamba Lane, New Delhi 110 001 New Delhi - 110 049Tel: 011 2341 1819, Fax: 011 2341 3610 Tel: 011 2649 4830, Fax: 011 2649 4152Email: [email protected] Email: [email protected] persons : Nitin Tandon Contact person: Mr. D C Verma Gautam Dhawan

OFFER OPENS : FEBRUARY 26, 2003 (WEDNESDAY) OFFER CLOSES : MARCH 27, 2003 (THURSDAY)SCHEDULE OF MAJOR ACTIVITIES OF THE OFFER

Activity Original Date Revised DateDate of original Public Announcement December 30, 2002 (Monday) December 30, 2002 (Monday)

Specified Date (for the purpose of determining the namesof shareholders to whom the Letter of Offer would be sent) January 24, 2003 (Friday) January 24, 2003 (Friday)

Last date for completion of dispatch of the LOO to theshareholders of the Target Company February 8, 2003 (Saturday) February 21, 2003 (Friday)Date of revised Public Announcement (Corrigendum) - February 25, 2003 (Tuesday)

Date of Opening of the Offer February 19, 2003 (Wednesday) February 26, 2003 (Wednesday)

Date of Closing of the Offer March 20, 2003 (Thursday) March 27, 2003 (Thursday)Last date for a competitive bid January 20, 2003 (Monday) January 20, 2003 (Monday)

Last date for revising the Offer Price March 10, 2003 (Monday) March 17, 2003 (Monday)

Last date for withdrawal by Shareholders who have accepted the offer March 14, 2003 (Friday) March 24, 2003 (Monday)Last date for communicating rejection/acceptance and payment of consideration for applications accepted April 19, 2003 (Saturday) April 26, 2003 (Saturday)

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TABLE OF CONTENTS

Sr. No. Subject Page No.

1. Disclaimer .......................................................................................................................................................3

2. Details of the Offer ..........................................................................................................................................3

3. Background of the Acquirers / Persons Acting in Concert .............................................................................4

4. Disclosure in terms of Regulation 21(3) ...................................................................................................... 14

5. Background of the Target Company ............................................................................................................ 15

6. Offer Price and Financial Arrangements ..................................................................................................... 17

7. Terms and Conditions of the Offer ............................................................................................................... 20

8. Procedure for Acceptance and Settlement .................................................................................................. 21

9. Documents for Inspection ............................................................................................................................ 24

10. Declaration by the Acquirer and Persons Acting in Concert ....................................................................... 24

Attached - Form of Acceptance cum Acknowledgement and Form of Withdrawal

DEFINITIONS/ABBREVIATIONS:

Acquirers / EGL & EIL Eicher Goodearth Limited ("EGL")acting in concert with Eicher InternationalLimited ("EIL")

BSE The Stock Exchange, Mumbai

Consideration The total fund requirement for the Offer i.e. Rs 1214.2 lakhs assuming fullacceptance of the Offer.

Corrigendum Revised Public Announcement to be made by the Acquirer on February 25, 2003

DSE The Delhi Stock Exchange, Delhi

LOO Letter of Offer

FOA Form of Acceptance and Acknowledgement

FEMA Foreign Exchange Management Act, 1999

Manager/ Manager to the Offer/ Ambit Ambit Corporate Finance Private Limited

NRI Non Resident Indian

NSE The National Stock Exchange

Offer Cash offer being made by the Acquirer to acquire 40,47,375 fully paid- up equityshares of Eicher Limited representing 20.00% of equity share capital (and 21.80% of the voting capital, refer para 3.2.5.1 of LOO) of EL at the Offer Price.

Offer Period Offer opens on February 26, 2003 and closes on March 27, 2003

Offer Price Rs 30 per fully paid-up equity share of Eicher Limited payable in cash

PAC Persons Acting in Concert for the purposes of this Offer. The PAC are EicherFinance Limited, Eicher Goodearth Holdings Private Limited, Eicher InvestmentsPvt. Ltd, Eicher Holdings Pvt. Ltd, Vikram Lal & Family and Malbros InvestmentsLtd

Persons eligible to participate in the Offer Registered and unregistered shareholders of Eicher Limited other than theAcquirers and PAC

Promoters Delhi based Lal Family which promoted and controls EGL

Public Announcement /PA Original Public Announcement of this Offer made by the Acquirers on December30, 2002

Registrar/Registrar to the Offer MCS Limited

SEBI Securities and Exchange Board of India

Specified Date Date for the purpose of determining the names of Shareholders, as appearing inthe Register of Members of Eicher Limited or the records of the Depositories, towhom the Letter of Offer should be sent, i.e. January 24, 2003

SEBI Takeover Code or the Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 1997 [SEBI (SAST) Regulations 1997] and subsequentamendments thereto.

Target Company/ EL Eicher Limited

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1. Disclaimer

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULDNOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BYSEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEINGWHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITHTHE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF EL TO TAKE AN INFORMEDDECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIALSOUNDNESS OF ACQUIRERS, PAC OR OF THE COMPANY WHOSE SHARES ARE PROPOSED TO BE ACQUIRED ORFOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. ITSHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THECORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THEMERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULYDISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER,AMBIT CORPORATE FINANCE PVT LTD, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED JANUARY 13, 2003TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER,ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BEREQUIRED FOR THE PURPOSE OF THE OFFER."

THE ACQUIRERS/PAC ACCEPT NO RESPONSIBILITY FOR STATEMENTS MADE OTHERWISE THAN IN THE OFFERDOCUMENT OR IN THE ADVERTISEMENT OR ANY OTHER MATERIAL ISSUED BY OR AT THE INSTANCE OF THEACQUIRES/PAC AND THE MANAGER TO THE OFFER, AND ANY ONE PLACING RELIANCE ON ANY OTHER SOURCEOF INFORMATION WOULD BE DOING SO AT HIS/HER/THEIR OWN RISK.

2. Details of the Offer

2.1 Background of the Offer

2.1.1 EGL acting in concert with EIL collectively referred to as the Acquirers, are making a voluntary open offer to all theshareholders of EL, other than to the Acquirers and PAC . The names of the PAC are mentioned in the followingparagraphs. The offer is being made pursuant to and in compliance of Regulation 11(1) of the Takeover Code. The Offeris subject to the approval of the Reserve Bank of India under the FEMA for acquiring the shares tendered by non-resident shareholders including NRIs/FIIs.

2.1.2 As on date of this PA, Acquirers along with PAC hold 12,302,091 equity shares of the face value of Rs. 10/- each of ELrepresenting 60.79% of its paid up equity share capital as detailed below:

Name Number of shares % age Address

Acquirers

Eicher Goodearth Limited 10,404,776 51.41 12, Commercial Complex, Greater Kailash-II,New Delhi-110 048

Eicher International Limited 14,896 0.07 12, Commercial Complex, Greater Kailash-II,New Delhi-110 048

Sub Total for Acquirers 10,419,672 51.48

PAC*

Eicher Finance Limited ("EFL") 121,648 0.60 12, Commercial Complex, Greater Kailash-II,New Delhi-110 048

Eicher Goodearth Holdings Pvt. Limited 11,071 0.05 12, Commercial Complex, Greater Kailash-II,("EGHPL") New Delhi-110 048

Eicher Investments Private Limited 4,500 0.02 12, Commercial Complex, Greater Kailash-II,("EIPL") New Delhi-110 048

Eicher Holdings Private Limited 4,300 0.02 12, Commercial Complex, Greater Kailash-II,("EHPL") New Delhi-110 048

Vikram Lal & Family ("VL") 73,400 0.36 2 Panchsheel Marg, New Delhi - 110 021

Malbros Investments Limited ("MIL") ** 1,667,500 8.24 12, Commercial Complex, Greater Kailash-II,New Delhi-110 048

Sub Total for PAC 1,882,419 9.30

Total 12,302,091 60.79

* The PAC are not participating in this Offer.** Presently 1,667,500 shares are held by Malbros Investments Ltd. ("MIL") and in relation to these shares, MIL is not

entitled to any voting rights. Consequently Acquirers and PAC hold 10,634,591 shares entitled to voting rights thatconstitute 52.27% of the shares entitled to voting rights (see paragraph 3.2.5.1 for details).

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2.1.3 EGL & EIL during the 12 months preceding the date of the PA have acquired 3,828 & 14,896 shares respectivelyaggregating 18,724 equity shares constituting 0.09% of the subscribed and paid-up share capital of EL through openmarket purchases on the floor of the Stock Exchange, Mumbai and National Stock Exchange of India Limited andthrough negotiated deals, at an average price of Rs. 22.87 per equity share. The highest price paid by the Acquirersduring the 12 months preceding the date of PA is Rs 23.40 per equity share.

2.1.4 Pursuant to this offer, the public shareholding will not be reduced to 10% or less of the voting equity capital of EL andtherefore Regulation 21(3) of the SEBI Takeover Code is not applicable.

2.1.5 The Acquirers, PAC and EL have not been prohibited by SEBI from dealing in securities, in terms of direction issuedu/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

2.1.6 As of date, the Acquirers have no plans to change the constitution of the Board of Directors of EL.

2.2 Details of the proposed Offer

2.2.1 The original PA dated December 30, 2002 in respect of this Offer was made in the following newspapers, in accordancewith provisions of the SEBI Takeover Code.

NEWSPAPERS LANGUAGE EDITIONS

The Economic Times English All Editions

Navbharat Times Hindi All Editions

Maharashtra Times Marathi Mumbai

The PA also appeared in the following newspaper on December 31, 2002.

NEWSPAPER LANGUAGE EDITIONS

The Financial Times English New Delhi

(Times of India supplement)

The Corrigendum dated February 25, 2003 will also be published in the above newspapers. The original PA and theCorrigendum are also available on SEBI's website http://www.sebi.gov.in

2.2.2 The Offer is to acquire 40,47,375 fully paid up equity shares of Rs.10/- each of EL, representing 20% of its outstandingequity capital and 21.8% of voting capital (refer para 3.2.5.1 for details) at a price of Rs 30 (Rupees thirty only) perShare, payable in cash.

2.2.3 The Shares to be acquired under the Offer will be acquired free from all liens, charges, and encumbrances and togetherwith all rights attaching thereto, including the rights to all dividends to be declared after all the formalities relating to thisOffer are completed.

2.2.4 There are no partly paid up equity shares of EL.

2.2.5 The Offer is NOT subject to any minimum level of acceptance and Acquirers will acquire all the fully paid-up equityshares of EL that are validly tendered in terms of this Offer up to a maximum of 40,47,375 equity shares at the OfferPrice of Rs 30 per equity share. If the aggregate of the valid response exceeds 40,47,375 equity shares, then theAcquirers shall accept the Offers received from the Shareholders of Eicher Limited on a proportionate basis, in consultationwith the Manager to the Offer, in accordance with Regulation 21(6) of the SEBI Takeover Code.

2.2.6 Since the date of the PA to the date of this Letter of Offer, EGL has acquired 81,758 shares of EL through open marketpurchases at the floor of NSE at an average price of Rs. 28. The highest price paid for such acquisition is Rs. 28.15.

2.2.7 Further terms and conditions of the Offer are set out in Section 7 of this Letter of Offer. The procedure for acceptanceand settlement is set out in Section 8 of this Letter of Offer.

2.3. Objects of the Offer

2.3.1 The Acquirers are making the Offer to the shareholders for consolidation of their shareholding in EL. It is a voluntaryopen offer and is not triggered by any causative event under the provisions of the Regulations. The Offer is in accordancewith Regulation 11(1) of the SEBI Takeover Code. Acquisition will not result in change of control as EGL, supported byPAC and EIL, is already in control and management of EL. As of the date of this announcement, the Acquirers have noplans to change the Board of Directors of EL.

3. Background of the Acquirers and Persons Acting In Concert

3.1 Background of the Acquirers

3.1.1 EGL is a closely held limited company registered under the Companies Act, 1956, with its registered office at EicherHouse, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048. EGL was incorporated in 1960.EGL is the main promoter of EL. EGL undertakes inter-alia activities such as cartography and publishing. EGL ispromoted and controlled by Delhi based Lal Family. EGL is not listed on any stock exchange.

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3.1.2 The Board of Directors of EGL as on the date of this LOO is as follows:

Name of the Director Designation Correspondence Address

Mr. Lalit Narula Director Nirulas Corner House Limited,L-Block Connaught Circus, New Delhi - 110 001

Dr. Sudhir Kakkar Director C-22, Geetanjali Enclave, New Delhi - 110 017

Mr. Amrit Nisar Director Dadar Emporium,N C Kelkar Road, Lakshmi Bhawan, Dadar, Mumbai - 400 028

Mr. Tejbir Singh Director "SEMINAR",F-46, Malhotra Building, Janpath, Connaught Place,New Delhi - 110 001

3.1.3 None of the above mentioned are on the board of the Target Company.

3.1.4 EGL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.1.5 EGL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.1.6 The summarized financial statements of EGL are given hereunder:

PROFIT & LOSS STATEMENT Rs. In lakhs

Period ended April - Sept, 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Duration (months) 6 12 12 12Income from Operations 106 125 45 55Other Income 929 1,458 1,722 1,736Total Income 1,035 1,583 1,767 1,791Total Expenditure 849 1,145 1,368 1,214Profit /(Loss) before Depreciation, 186 438 399 577Interest and TaxDepreciation 32 56 86 99Interest 24 26 41 72Profit /(Loss) before Tax 130 356 272 406Provision for Tax 120 32 9Profit /(Loss) after Tax 130 236 240 397

BALANCE SHEET STATEMENT Rs. In lakhs

As on Sept 30, 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 77 77 77 77Paid up preference capitalTotal paid up share capital 77 77 77 77Reserves and Surplus 1,114 984 825 584(excluding revaluation reserves)Total 1,191 1,061 902 661Secured Loans 338 339 392 450Unsecured Loans 1,251 1,371 1,227 1,100

Total Sources 2,780 2,771 2,521 2,211Use of FundsNet Fixed Assets 469 470 510 585(including capital work in progress)Investments 1,832 1,674 1,485 1,484Net Current Assets 479 627 526 142Miscellaneous expenditurenot written offTotal Uses 2,780 2,771 2,521 2,211

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OTHER FINANCIAL DATA

For year ended April - Sept 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Equity Dividend (%) 100 200

Earning per share (Rs.)* 33.9 30.7 31.4 51.7

Return on Net Worth (%)* 21.8 22.2 26.7 60.0

Book Value per share (Rs.) 155.3 138.3 117.6 86.2

* Based on annualized figures

Note:

EPS = Profit after Tax /No. of equity sharesNet Worth = Equity Share Cap + Reserves and Surplus -

Misc. Expenditure not written offReturn on Net Worth = Profit after Tax /Net WorthBook Value per Share = Net Worth/ No. of equity shares

3.1.7 EIL, another closely held limited company registered under the Companies Act, 1956, with its registered office at EicherHouse, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048, is promoted by EGL and has itsprimary focus on exports. It was incorporated in 1994. Since 1994, it has been engaged in exporting of a range ofautomotive products. Besides automotive products, it also engages in merchant exports. EIL has a strong marketing setup and a good sales & distribution network spread across the world. EIL is not listed on any stock exchange.

3.1.8 The Board of Directors of EIL as on the date of this LOO is as follows:


Mr. S Sandilya Chairman A-27/3, DLF City, Phase-1, Gurgaon - 122 001

Mr. R C Jain Director Plot No. 5305, Phase -IV, DLF Qutab Enclave, Gurgaon

Mr. P K Kapse Director H-3/20, DLF Phase - 1, Gurgaon

3.1.9 Out of the above mentioned Mr. S Sandilya is on the board of the Target Company. The provisions of Regulation 22(9)of the Takeover Code have been complied with and will continue to be complied with until all the formalities relating tothe Offer are completed.

3.1.10 EIL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.1.11 EIL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.1.12 The summarized financial statements of EIL are given hereunder:


Period ended April - Sept, 2002 March 31, 2002 March 31, 2001 March 31, 2000

Provisional Audited Audited Audited

Duration (months) 6 12 12 12

Income from Operations 5,446 9,811 6,840 6,156

Other Income 338 804 537 498

Total Income 5,784 10,615 7,377 6,654

Total Expenditure 5,501 9,917 7,027 6,553

Profit /(Loss) before Depreciation, 283 698 350 101Interest and Tax

Depreciation 11 17 18 18

Interest 43 77 60 83

Profit /(Loss) before Tax 229 604 272 0

Provision for Tax 25 14

Profit /(Loss) after Tax 204 590 272 0

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As on Sept 30, 2002 March 31, 2002 March 31, 2001 March 31, 2000

Provisional Audited Audited Audited Duration (months) 6 12 12 12 Sources of Funds Paid up Equity Share Capital 120 120 60 60 Paid up preference capital Total paid up share capital 120 120 60 60 Reserves and Surplus 1,160 956 635 430 (excluding revaluation reserves) Total 1,280 1,076 695 490 Secured Loans 526 485 383 334 Unsecured Loans 31 232 83 267 Total Sources 1,837 1,793 1,161 1,091 Use of Funds Net Fixed Assets 100 107 105 141 (including capital work in progress) Investments 391 391 191 50 Net Current Assets 1,346 1,295 865 900 Miscellaneous expenditure not written off Total Uses 1,837 1,793 1,161 1,091


For year ended April - Sept, 2002 March 31, 2002 March 31, 2001 March 31, 2000

Provisional Audited Audited Audited

Equity Dividend (%) 200 100 Earning per share (Rs.)* 34.0 49.2 45.3 (0.1) Return on Net Worth (%)* 31.9 54.8 39.1 (0.1) Book Value per share (Rs.) 106.6 89.6 115.9 81.6


Note:



3.2 Background of Persons Acting in Concert

3.2.1 Eicher Finance Limited ("EFL")

3.2.1.1 EFL, is a subsidiary of EGL and is engaged in investment in promoted / associated companies' securities. It wasincorporated in 1978 under the Companies Act, 1956 and has its registered office at Eicher House, 12, CommercialComplex, Greater Kailash-II, Masjid Moth, New Delhi-110 048.

3.2.1.2 EFL is not a listed company.

3.2.1.3 The Board of Directors of EFL as on date comprises:


Mr. Vinod Agarwal Director S-559, Greater Kailash -II, New Delhi - 110 048 Mr. Ravi Prakash Director M-13/15, DLF, Qutab Enclave - II, Gurgaon (Haryana) Mr. Ravi Sikka Director R-827, New Rajinder Nagar, New Delhi - 110 060

3.2.1.4 None of the above mentioned are on the board of the Target Company.

3.2.1.5 EFL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.2.1.6 EFL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

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3.2.1.7 The summarized financial statements of EFL are given hereunder:PROFIT & LOSS STATEMENT Rs. In lakhs


Duration (months) 6 12 12 12 Income from Operations - 9 26 7 Other Income - Total Income - 9 26 7 Total Expenditure 1 7 4 35 Profit /(Loss) before Depreciation, (1) 2 22 (28) Interest and Tax Depreciation Interest Profit /(Loss) before Tax (1) 2 22 (28) Provision for Tax Profit /(Loss) after Tax (1) 2 22 (28)



Duration (months) 6 12 12 12 Sources of Funds Paid up Equity Share Capital 101 101 101 101 Paid up preference capital Total paid up share capital 101 101 101 101 Reserves and Surplus 16 16 16 12 (excluding revaluation reserves) Total 117 117 117 113 Secured Loans Unsecured Loans 24 24 24 24 Total Sources 141 141 141 137 Use of Funds Net Fixed Assets (including capital work in progress) Investments 91 91 97 121 Net Current Assets 34 35 28 (18) Debit Balance in P&L Account 16 15 16 34 Total Uses 141 141 141 137


For year ended Sept - April, 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Equity Dividend (%)

Earning per share (Rs.)* (0.1) 0.2 2.2 (2.8)

Return on Net Worth (%)* (0.9) 1.9 21.9 (36.0)



Note:

EPS = Profit after Tax /No. of equity shares

Net Worth = Equity Share Cap + Reserves and Surplus -Misc. Expenditure not written off

Return on Net Worth = Profit after Tax /Net Worth

Book Value per Share = Net Worth/ No. of equity shares

3.2.2 Eicher Goodearth Holdings Pvt. Ltd ("EGHPL")

3.2.2.1 EGHPL, is a company controlled by Promoters and is engaged in investment in promoted / associated companies'securities. It was incorporated in 1978 under the Companies Act, 1956 and has its registered office at Eicher House,12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048

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3.2.2.2 EGHPL is not a listed company.

3.2.2.3 The Board of Directors of EGHPL as on date comprises:


Mr. Vikram Lal Director 2, Panchsheel Marg, New Delhi - 110 021

Mrs. Anita Lal Director 2, Panchsheel Marg, New Delhi - 110 021

Mrs. Simran Gupta Director 2, Panchsheel Marg, New Delhi - 110 021

Mrs. Kiran Prakash Director M-13/15, DLF, Qutab Enclave - II, Gurgaon (Haryana)

Mr. Siddhartha Lal Director 2, Panchsheel Marg, New Delhi - 110 021


3.2.2.5 EGHPL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.2.2.6 EGHPL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms ofdirections issued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.2.2.7 The summarized financial statements of EGHPL are given hereunder:



Duration (months) 6 12 12 12Income from Operations 4 1 14 14Other Income - - - -Total Income 4 1 14 14Total Expenditure - - - -Profit /(Loss) before Depreciation, 4 1 14 14Interest and TaxDepreciation - - - -Interest - - - -Profit /(Loss) before Tax 4 1 14 14Provision for Tax 1 - - -Profit /(Loss) after Tax 3 1 14 14



Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 1.05 1.05 0.11 0.11Paid up preference capital - - - -Total paid up share capital 1 1 0 0Reserves and Surplus 27 24 23 9(excluding revaluation reserves)Total 28 25 23 9Secured Loans - - -Unsecured Loans 2 2 2 0

Total Sources 31 27 25 9Use of FundsNet Fixed Assets - - - -(including capital work in progress)Investments 8 25 6 6Net Current Assets 23 2 19 3Miscellaneous expenditure - - - -not written offTotal Uses 31 27 25 9

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For year ended April - Sept, 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Equity Dividend (%) - - - 10,640

Earning per share (Rs.)* 64.0 8.2 1331.1 1311.2

Return on Net Worth (%)* 23.7 3.5 60.5 150.9



Note:



3.2.3 Eicher Investments Private Ltd ("EIPL")

3.2.3.1 EIPL, is a company controlled by the Promoters and is engaged in investment in promoted / associated companies'securities. It was incorporated in 1978 under the Companies Act, 1956 and has its registered office at Eicher House,12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048.

3.2.3.2 EIPL is not a listed company.

3.2.3.3 The Board of Directors of EIPL as on date comprises:




Mrs. Simran Gupta Director 2, Panchsheel Marg, New Delhi - 110 021

Mrs. Kiran Prakash Director M-13/15, DLF, Qutab Enclave - II, Gurgaon (Haryana)



3.2.3.5 EIPL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.2.3.6 EIPL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.2.3.7 The summarized financial statements of EIPL are given hereunder:



Duration (months) 6 12 12 12

Income from Operations 0.4 0.3 0.4 0.4

Other Income - - -

Total Income 0.4 0.3 0.4 0.4

Total Expenditure 0.2 0.2 0.1 0.1

Profit /(Loss) before Depreciation, 0.2 0.1 0.3 0.3Interest and Tax

Depreciation - - - -

Interest - - - -

Profit /(Loss) before Tax 0.2 0.1 0.3 0.3

Provision for Tax 0.0 - 0.0 -

Profit /(Loss) after Tax 0.2 0.1 0.3 0.3

: 11 :



Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 1.05 1.05 0.55 0.55Paid up preference capital - - - -Total paid up share capital 1 1 1 1Reserves and Surplus 6 6 5 5(excluding revaluation reserves)Total 7 7 6 6Secured Loans - - -Unsecured Loans - - -Total Sources 7 7 6 6Use of FundsNet Fixed Assets - - - -(including capital work in progress)Investments 6 6 3 3Net Current Assets 1 1 3 3Miscellaneous expenditure - - - - not written offTotal Uses 7 7 6 6



Equity Dividend (%) - - - -Earning per share (Rs.)* 3.4 1.3 4.5 4.7Return on Net Worth (%)* 5.3 2.1 4.2 4.6Book Value per share (Rs.) 63.8 62.1 107.2 102.7


Note:



3.2.4 Eicher Holdings Private Ltd ("EHPL")

3.2.4.1 EHPL, is a company controlled by the Promoters and is engaged in investment in promoted / associated companies'securities. It was incorporated in 1978 under the Companies Act, 1956 and has its registered office at Eicher House,12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048.

3.2.4.2 EHPL is not a listed company.

3.2.4.3 The Board of Directors of EHPL as on date comprises:





Dr. D S Maini Director 743, Sector-II/B, Chandigarh


3.2.4.5 EHPL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

: 12 :

3.2.4.6 EHPL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.2.4.7 The summarized financial statements of EHPL are given hereunder:


Period ended April - Sept 2002 March 31, 2002 March 31, 2001 March 31, 2000Provisional Audited Audited Audited

Duration (months) 6 12 12 12Income from Operations 0.6 0.5 37.6 37.5Other Income - - - -Total Income 0.6 0.5 37.6 37.5Total Expenditure 0.3 0.2 0.2 0.2Profit / (Loss) before Depreciation, 0.4 0.3 37.4 37.4Interest and TaxDepreciation - - - -InterestProfit / (Loss) before Tax 0.4 0.3 37.4 37.4Provision for Tax 0.0 - 0.0 -Profit/ (Loss) after Tax 0.3 0.3 37.4 37.4



Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 1.05 1.05 0.11 0.11Paid up preference capital - - - -Total paid up share capital 1 1 0 0Reserves and Surplus 62 62 62 24(excluding revaluation reserves)Total 63 63 62 24Secured Loans - - -Unsecured Loans - - -Total Sources 63 63 62 24Use of FundsNet Fixed Assets - - - -(including capital work in progress)Investments 42 42 5 5Net Current Assets 22 21 57 19Miscellaneous expenditure - - - -not written offTotal Uses 63 63 62 24



Equity Dividend (%) - - - 28,800Earning per share (Rs.)* 6.3 2.7 3552.3 3551.3Return on Net Worth (%)* 1.0 0.4 60.4 152.6Book Value per share (Rs.) 601.0 597.9 5880.2 2327.9


Note:

EPS = Profit after Tax /No. of equity sharesNet Worth = Equity Share Cap + Reserves and Surplus - Misc. Expenditure not written offReturn on Net Worth = Profit after Tax /Net WorthBook Value per Share = Net Worth/ No. of equity shares

: 13 :

3.2.5 Malbros Investments Ltd ("MIL")

3.2.5.1 MIL is a subsidiary of EL and is engaged in investment in promoted / associated companies' securities. Pursuant toHon'ble Delhi High Court order dated January 29, 1996 (read along with the scheme) it is holding 1,667,500 sharesin EL, its holding company (without voting rights). It was incorporated in 1978 under the Companies Act, 1956 and hasits registered office at Eicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048.

3.2.5.2 MIL is not a listed company.

3.2.5.3 The Board of Directors of MIL as on date comprises:


Mr. Vinod Agarwal Director S-559, Greater Kailash -II, New Delhi - 110 048Mr. Ravi Prakash Director M-13/15, DLF, Qutab Enclave - II, Gurgaon (Haryana)Mr. Ravi Sikka Director R-827, New Rajinder Nagar, New Delhi - 110 060


3.2.5.5 MIL, till date, has complied with the relevant provisions of Chapter II of the Takeover Code vis-à-vis EL.

3.2.5.6 MIL, its directors and its promoters have not been prohibited by SEBI from dealing in securities, in terms of directionsissued u/s 11B of the SEBI Act or under any regulations made under the SEBI Act.

3.2.5.7 The summarized financial statements of MIL are given hereunder:



Duration (months) 6 12 12 12Income from Operations 8 6 48 62Other Income 2Total Income 8 8 48 62Total Expenditure 20 14 26Profit /(Loss) before 8 (12) 34 36Depreciation, Interest and TaxDepreciationInterest 12 23 19 28Profit /(Loss) before Tax (4) (35) 15 8Provision for Tax (14)Profit /(Loss) after Tax (4) (21) 15 8



Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 290 290 290 290Paid up preference capitalTotal paid up share capital 290 290 290 290Reserves and Surplus 97 101 91 76(excluding revaluation reserves)Total 387 391 381 366Secured LoansUnsecured Loans 573 566 486 238Total Sources 960 957 867 604Use of FundsNet Fixed Assets(including capital work in progress)Investments 297 297 303 301Net Current Assets 619 616 564 303Miscellaneous expenditure 44 44not written offTotal Uses 960 957 867 604

: 14 :



Equity Dividend (%)Earning per share (Rs.)* (0.3) (0.7) 0.5 0.3Return on Net Worth (%)* (1.9) (5.4) 3.9 2.2Book Value per share (Rs.) 13.4 13.5 13.2 12.6


Note:

EPS = Profit after Tax /No. of equity sharesNet Worth = Equity Share Cap + Reserves and Surplus - Misc. Expenditure not written offReturn on Net Worth = Profit after Tax /Net WorthBook Value per Share = Net Worth/ No. of equity shares

3.2.6 Vikram Lal & Family ("VL")

3.2.6.1 Mr. Vikram Lal & members of his family are the promoters of EGL. Some of the individual members of the family holdequity in EL, the aggregate of such holding being 73, 400 shares constituting 0.36% of the Target Company's sharecapital.

3.2.6.2 Mr. Vikram Lal, R/o-2, Panchsheel Marg, New Delhi-110 021, is an Industrialist having more than 30 years ofexperience with a Net Worth of Rs.575.64 lakhs (Rupees Five crores seventy five lakhs sixty four thousand only) ason 31.03.02 based on the Wealth Tax returns (including exempted assets) filed by him and family members. He isneither on the Board of any listed company nor is a full time director of any company.

3.2.6.3 VL, till date, have complied with the relevant provisions of Chapter II of the Takeover Code vis-a-vis EL.

3.3 Disclosure in terms of Regulation 16 (ix) of the Takeover Code

3.3.1 The Acquirers are making the Offer to the shareholders for consolidation of their shareholding in EL. It is a voluntaryopen offer and is not triggered by any causative event under the provisions of the Regulations. The Offer is in accordancewith Regulation 11(1) of the Regulations. Acquisition will not result in change of control as EGL, supported by PACand EIL, is already in control and management of EL. As of the date of this announcement, the Acquirers have noplans to change the Board of Directors of EL.

3.3.2 The Acquirers intend to continue with the operations of EL, as referred to in paragraph 5.1 of this Letter of Offer, anddo not intend to make any major change to the existing lines of business of the Target Company. The Target Companymay directly or indirectly participate in partnerships for acquisition of disinvested shares if such opportunity arises.The Target Company may, if advised, restructure / reorganize its businesses by engaging in business combination ofJVs in its business activity areas. The Target Company may, if advised, consider divestment of one or more of itsundertakings which do not conform to its core competence. No decisions have been taken by the Target Company orthe Board of directors of the Target Company in this regard. It will be the responsibility of the Board of Directors of theTarget Company to make appropriate decisions in these matters, in accordance with the requirements of the business.Such decisions will be governed by the provisions of the relevant regulations or any other applicable laws or legislationat the relevant time. The Acquirers will evaluate and consider such proposals and may, if appropriate, support the same.

3.3.3 The Acquirers undertake not to sell, dispose of or otherwise encumber any substantial asset of EL except with theprior approval of the shareholders of EL.

3.3.4 Action Initiated by the Target Company post Public Announcement

3.3.4.1 On January 11, 2003, the Boards of EL and Eicher Motors Limited have proposed a joint participation for the proposeddisinvestment, by Punjab State Industrial Development Corporation ("PSIDC"), of its 23.49% equity shareholding inPunjab Tractors Limited. The Target Company has notified the Stock Exchanges of this development on January 12,2003. The Acquirers were informed of such intent to participate by the Target Company and the Acquirers gaveappropriate intimation to SEBI of the action taken by the Target Company on January 12, 2003.

3.3.4.2 Pursuant to EL's board meeting dated January 11, 2003, the Target Company has submitted an Expression of Interest,for participation in the proposed disinvestment by PSIDC of its 23.49% equity shareholding in Punjab Tractors Limited,as a member of a consortium comprising Newbridge Capital LLC having its registered office at Suite 2002-5, OneInternational Finance center, One Harbour View Street, Hong Kong, Eicher Motors Limited, having its registeredoffice at 102 Industrial Area No. 1, Pithampur, District Dhar, Madhya Pradesh and EL. Newbridge Capital is the leadmember of the consortium.

4 Option available to the Acquirer in terms of Regulation 21(3) of the Takeover Code

4.1 Pursuant to this offer, the public shareholding will not be reduced to 10% or less of the voting equity capital of EL andtherefore Regulation 21(3) of the SEBI Takeover Code is not applicable

: 15 :

5. Background of the Target Company - Eicher Limited

5.1 EL is a listed company, incorporated under the Indian Companies Act, VII, 1913 having its registered office at Eicher House,12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048. It was incorporated in 1955. Its name waschanged from Royal Enfield Motors Limited to Eicher Limited in 1996. EL is engaged in manufacturing and marketing oftractors, motorcycles, and gears. EL has approximately 10% market share of the Indian tractor industry (Source:TMA). Itsgears division caters to the Original Equipment market and export markets. Royal Enfield is EL's motorcycle division. It is asignificant player in the 350 cc capacity motorcycle segment.

5.2 The present issued, subscribed and paid-up share capital of EL is Rs 20,23,68,740 comprising of 2,02,36,874 fully paid-upequity shares of Rs 10 each. As on date, EL has no outstanding Preference Shares. There are no partly paid-up equity shares.The capital and voting rights structure of EL as on the date of this Letter of Offer is as follows:

Paid up equity shares of the Company No of equity shares/ voting rights Percentage of equity shares

Fully paid up equity shares 2,02,36,874 100Partly paid up equity shares - -Total paid up equity shares 2,02,36,874 100

Total voting rights in EL* 1,85,69,374 91.76%

* Presently 1,667,500 shares held by MIL are not entitled to voting rights (see paragraph 3.2.5.1 for details).

5.3 As on date, there are no outstanding convertible instruments (Warrants/Fully Convertible Debentures/Partly ConvertibleDebentures).

5.4 The applicable provisions of Chapter II of the Takeover Code have been complied with by EL and its promoters.

5.5 The shares of EL are inter-alia listed and traded on the stock exchanges at BSE and the NSE. DSE is the regional stockexchange for EL's shares, however, EL's shares are not traded on DSE. EL's applications for delisting is pending with theCalcutta, Madras, Bangalore and Ahmedabad Stock Exchanges since June 30, 1997. EL had applied for delisting of itsshares on these exchanges because of nil/no trades. Since the Target Company's shares were traded on NSE, investors fromany region could trade and dispose their shares on NSE through net trading. The complete lack of trading was indicative of thisphenomenon. No service was being rendered to EL or the investors when no trade was carried out. Applications for delistinghave been pending since June 30, 1997. They were referred to SEBI on October 22, 1999 by a representation which is stillpending. There is no trading of EL shares on Madras, Bangalore and Ahmedabad stock exchanges. EL has complied with therelevant provisions of the listing agreements and there are no penal actions taken by any Stock Exchange against EL.

5.6 The Board of Directors of EL as on the date of the PA is as follows:

Name Designation Address Date of appointment

Mr. S Sandilya Chairman A-27/3, DLF City, Phase-1, Gurgaon-122 001 August 11, 1994

Mr. Priya Brat Director E-399, Greater Kailash-II, New Delhi-110 048 July 30, 2001

Mr. P N Vijay Director 908, Kailash Building, K.G. Marg, New Delhi-110 001 July 30, 2001

Mr. M J Subbaiah Director No. 201, Skyline Aptts., Langford Road, Bangalore-560 025 January 23, 2002

Out of the above, as on the date of this Letter of Offer, Mr. S Sandilya is a director of EIL. The provisions of Regulation 22(9)of the Takeover Code have been complied with and will continue to be complied with until all the formalities relating to the Offerare completed.

5.7 EL has had no mergers, demergers or spin offs during the last 3 years.

5.8 The summarized financial statements of EL are as under:



Duration (months) 6 12 12 12Income from Operations 28,891 63,464 57,745 63,869Other Income 409 477 465 470Total Income 29,300 63,941 58,210 64,339Total Expenditure 27,082 59,857 57,943 59,611Profit /(Loss) before Depreciation, 2,218 4,084 267 4,728Interest and TaxDepreciation 1,232 2,363 2,120 1,702Interest 1,241 2,486 2,392 1,265Profit /(Loss) before Tax (255) (765) (4,245) 1,761Extraordinary Items 498 953 902Provision for Tax (242) (617) 189

Profit /(Loss) after Tax (511) (1,101) (5,147) 1,572

: 16 :



Duration (months) 6 12 12 12Sources of FundsPaid up Equity Share Capital 2,024 2,024 2,024 2,024Paid up preference capital 44Total paid up share capital 2,024 2,024 2,024 2,068Reserves and Surplus 8,354 8,865 12,569 17,633(excluding revaluation reserves)Total 10,378 10,889 14,593 19,784Secured Loans 17,495 20,658 21,561 17,981Unsecured Loans 2,167 1,027 907 760Total Sources 19,662 21,685 22,468 18,741Use of Funds 30,040 32,574 37,061 38,525Net Fixed Assets 24,410 25,521 28,167 28,948(including capital work in progress)Investments 1,375 1,382 1,387 1,387Net Current Assets 3,837 5,592 5,999 8,190Miscellaneous expenditure 1,946 1,849 1,508not written offDeferred tax liability (1,528) (1,770)

Total Uses 30,040 32,574 37,061 38,525



Equity Dividend (%) 25Earning per share (Rs.)* (5.1) (5.4) (25.4) 7.8Return on Net Worth (%)* (12.1) (12.2) (39.3) 8.0Book Value per share (Rs.) 41.7 44.7 64.7 97.8


Note:



5.9 Pre and post offer shareholding pattern of EL, is as under:

Shareholder Category Shareholding prior Shareholding Shareholding Shareholdingto agreement/ agreed to be agreed to be after the Offer

acquisition and offer acquired which acquired in opentriggered off Offer (assuming

Takeover Code full acceptance)(A) (B) (C) (A+B+C=D)

1. Promoter Group (excluding the Acquirers)* 18,82,419 (9.30%) — — 18,82,419 (9.30%)2. Acquirers EGL 1,04,04,776 (51.48) — 40,47,375 1,44,67,047 EIL 14,896 (0.07%) — (20.00%) (71.49%)3. Parties to agreement other NA NA NA NA than 1 and 24. Public (other than parties to agreement, acquirers & PACs) [Total 16,461 shareholders]a) FIs/MFs/FIIs/ Banks/SFIs 29,15,465 38,87,408

(14.4%) (19.21%)b) Others 50,19,318

(24.8%)

: 17 :

Shareholder Category Shareholding prior Shareholding Shareholding Shareholdingto agreement/ agreed to be agreed to be after the Offer


Takeover Code full acceptance)(A) (B) (C) (A+B+C=D)

Total (4) (a + b) 79,34,783 NIL 38,87,408(39.21%) (19.21%)

TOTAL (1+2+3+4) 2,02,36,874 2,02,36,874(100%) (100%)

*All PACs to the Offer (Refer Paragraph 2.1.2 for details) Source: Target Company

Presently 1,667,500 shares held by MIL are not entitled to voting rights (see paragraph 3.2.5.1 for details). The pre & postshareholding pattern of EL with respect to voting rights is as follows:

Shareholder Category Voting rights prior Voting rights Voting rights Voting rightsto agreement/ agreed to be agreed to be after the Offer


Takeover Code full acceptance)(A) (B) (C) (A+B+C=D))

1. Promoter Group (excluding the Acquirers)* 214,919(1.16%) — — 214,919(1.16%)2. Acquirers EGL 1,04,04,776 (56.03%) 40,47,375 1,44,67,047 EIL 14,896 (0.08%) — (21.80%) (77.91%)3. Parties to agreement other NA NA NA NA than 1 and 24. Public (other than parties to agreement, acquirers & PACs) [Total 16,461 shareholders]a) FIs/MFs/FIIs/ Banks/SFIs 29,15,465 38,87,408

(15.70%) (20.93%)b) Others 50,19,318

(27.03%)

Total (4) (a + b) 79,34,783 NIL 38,87,408(39.2%) (20.93%)

TOTAL (1+2+3+4) 1,85,69,374 1,85,69,374(100%) (100%)

* All PACs to the Offer (Refer Paragraph 2.1.2 for details) Source: Target Company

6 Offer Price and Financial Arrangements

6.1 Justification of Offer Price

6.1.1 The shares of EL are listed on NSE, BSE and DSE. EL's applications for delisting are pending with the Calcutta,Madras, Bangalore and Ahmedabad Stock Exchanges since 1997. There is no trading of EL shares on DSE, Madras,Bangalore and Ahmedabad stock exchanges. The annualized trading turnover during the preceding six months endedNovember 30, 2002 in each of the stock exchanges is as follows:

Total Shares traded during the Total no. of listed shares Annualized Tradingsix calendar months prior to Turnover (as % of total

the month in which PA was made shares listed)(June 2002 to November 2002)

NSE 1,955,166 20,236,874 19.3%BSE 816,910 20,236,874 8.1%DSE Nil 20,236,874 0%CSE 2,500 20,236,874 0.01%Ahmedabad Nil 20,236,874 0%Chennai Nil 20,236,874 0%Bangalore Nil 20,236,874 0%

Source: BSE & NSE websites - www.bseindia.com and www.nseindia.com respectivelyStock Exchange letters for DSE, Calcutta, Madras, Bangalore and Ahmedabad stock exchanges

: 18 :

6.1.2 As the annualized trading turnover of EL's shares on NSE & BSE is more than 5% of the total numbers of listedshares, the equity shares are deemed to be frequently traded on these exchanges as per explanation to Regulation20(5) of the Regulations with NSE being the stock exchange where the shares are most frequently traded, as shownabove. Based on the table in 6.1.1 the Target Company's shares are infrequently traded as per explanation to Regulation20(5) of the Regulations on all other exchanges. There is no trading of EL shares on DSE, Madras, Bangalore andAhmedabad stock exchanges.

6.1.3 The weekly high and low of closing prices of the shares , during the 2 week period and 26 weeks period preceding thedate of the Public Announcement, as recorded on NSE are given below:

26 Weeks weekly High / Low

Week no Week ended Week's High Week's Low Average (Rs) VolumeClosing price (Rs) Closing price (Rs.)

1 07-Jul-02 29.65 25.30 27.48 325,0142 14-Jul-02 28.50 25.65 27.08 156,5743 21-Jul-02 25.35 23.75 24.55 103,4784 28-Jul-02 23.00 20.20 21.60 65,7955 04-Aug-02 19.30 18.65 18.98 46,5736 11-Aug-02 20.30 19.30 19.80 53,1677 18-Aug-02 20.25 19.75 20.00 8,9188 25-Aug-02 20.40 19.25 19.83 13,2139 01-Sep-02 19.50 18.80 19.15 9,046

10 08-Sep-02 19.10 18.00 18.55 12,34211 15-Sep-02 19.75 17.80 18.78 20,60412 22-Sep-02 19.45 17.80 18.63 5,88213 29-Sep-02 17.50 17.45 17.48 8,49514 06-Oct-02 18.95 18.00 18.48 29,95715 13-Oct-02 21.20 19.25 20.23 45,41916 20-Oct-02 22.05 21.55 21.80 26,90817 27-Oct-02 21.05 19.00 20.03 14,13218 03-Nov-02 21.05 18.95 20.00 31,89519 10-Nov-02 22.80 20.90 21.85 31,62720 17-Nov-02 24.40 23.40 23.90 56,45821 24-Nov-02 23.80 23.00 23.40 27,72022 01-Dec-02 25.95 23.75 24.85 85,17523 08-Dec-02 26.65 25.80 26.23 136,13324 15-Dec-02 26.55 25.50 26.03 113,29225 22-Dec-02 25.95 24.90 25.43 92,58326 29-Dec-02 26.25 25.45 25.85 38,902

Average 26 weeks 21.92

(Source: www.nseindia.com - Official website of the NSE)

2 Weeks daily High / Low

Day no Dates High (Rs) Low (Rs.) Average (Rs) Volume

1 16-Dec-02 26.50 25.55 26.00 8,9262 17-Dec-02 25.70 25.00 25.35 22,7243 18-Dec-02 25.80 24.25 25.00 42,4344 19-Dec-02 25.85 24.50 25.15 3,7905 20-Dec-02 26.50 25.50 26.00 14,7096 23-Dec-02 27.50 25.60 26.55 15,5927 24-Dec-02 26.00 25.20 25.60 5,5108 26-Dec-02 26.05 25.50 25.77 6,7389 27-Dec-02 27.00 24.00 25.50 11,062

Average 2 weeks 25.64

(Source: www.nseindia.com - Official website of the NSE)

: 19 :

6.1.4 The Offer Price of Rs. 30 per equity share is 17% higher than the 2 week average of daily high and low of the closingprices of the shares as quoted on the NSE. The Offer Price is therefore justified in terms of Regulations 20(4) of theTakeover Code as it is higher than the following.

• Negotiated Price Not applicable

• Highest price paid by the Acquirer or the PACs for any acquisitions, including 23.40through a public or rights issue or preferential issue, during the 26 week periodupto the date of the PA

• Higher of: 25.64

(a) Average of the weekly high and low of the closing prices of the shares as

quoted on the NSE during the 26 week period preceding the date of the PA

(b) Average of the daily high and low of the closing prices of the shares asquoted on the NSE during the 2 week period preceding the date of the PA

6.1.5 Target Company's share are infrequently traded as per explanation to Regulation 20(5) of the Regulations on DSE,Madras, Bangalore, Ahmedabad and Calcutta stock exchanges and the Offer Price is justified in terms of Regulations20(5) of the Takeover Code as follows :

6.1.5.1• Other Parameters

Period ended Sept 30, 2002 March 31, 2002(Provisional) (Audited)

- Return on Net Worth - ve 12.1% * - ve 12.2%

- EPS (Rs) - ve 5.1 * - ve 5.4

- Book Value per share (Rs) 41.7 44.7

- Offer Price to Earning ratio (Rs) NA NA

- Industry P/E ratio (x) ** 11.7

* Based on annualized figures** Source: Dalal Street dated January 12, 2003

EL's Return on net worth and EPS are negative (based on the financial year ending March 31, 2002 and ProvisionalApril-September 2002 numbers).

6.1.5.2 The Offer Price to book value ratio based on the March 31, 2002 audited figures is 0.67x. and based on the provisionalresults (April-September 2002) is 0.72x. Though there is no listed company engaged in similar business combinationsas the Target Company, we have considered companies engaged in Tractor business. Almost all the companies in theTractor segment of the Automobile industry were quoting at a discount to their book values as shown below:

Book Value Earnings per Market Price Price to Book P-E Ratio# share # @ Value Ratio

Escorts Ltd. 107.9 1.1 47.95 0.44 43.6

Mahindra & Mahindra Ltd. 128.3 10.3 112.55 0.88 10.93

VST Tillers Tractors Ltd. 52.6 -ve 0.9 13.50 0.26 NA

Punjab Tractors Ltd. @ @ 74.7 16.5 149.15 1.99 9.04

# Source Dalal Street dated January 12, 2003@ As on Dec 30, 2002@@ Highest Price to Book Value Ratio

6.1.5.3 M/s VKGN & Associates, Chartered Accountants, (Mr. Vijay Gupta, Partner - Membership No. 81986) with their Officeat Smreedhi, C-8/8834, Vasant Kunj, New Delhi-110 070 (Tel 011 2613 7527, Fax 011 2613 7522) vide its certificatedated January 31, 2003 has certified the Net Asset Value of the Target Company. The relevant extracts of the certificateare stated as under.

i) The un-audited balance sheet as at September 30, 2002 forms the basis for estimating the NAV of the company.ii) The Net Asset Value of the company is estimated to be Rs. 41.7 per share.

6.1.5.4 EL's Return on net worth and EPS are negative (based on the financial year ending March 31, 2002 andProvisional April-September 2002 numbers).

: 20 :

6.1.5.5 As per principles of valuation considered in the Hon'ble Supreme Court decision in the Hindustan Lever EmployeeUnion Vs Hindustan Lever Limited, 1995 (83 Com Case 30) ("HLL case"), for amalgamation of companies, the HonorableCourt had upheld the valuation methodology adopted by the Valuers using a combination of Book Value (Net AssetValue), Yield (Earning capacity) and Market Price. On application of valuation technique as in HLL case, the valuationof the Target Company's shares is determined as under:

Method Value per share Weightage Weighted Value(In Rs.) Per Share (In Rs.)

Net Asset Value (i) 41.7 1 41.7Earning Capacity (ii) Nil 2 NilMarket Price (iii) 25.64 2 51.28Total 5 92.98 Weighted average value per share 18.60

(i) As detailed in Paragraph 6.1.5.3, the NAV as at September 30, 2002 for the Target Company is estimated to beRs. 41.7 per share.

(ii) As per the erstwhile Comptroller of Capital Issues ("CCI") guidelines, clause 7.6 (3) which states that "If a businesshas sustained loss in all three years or even two years, the profit earning capacity will have to be regarded as 'nil',because it would not be realistic to assume that the business would earn profits in the near future". As EL hasincurred losses in the last 2 years of operations and the average losses for last three financial years in Rs. (1559)lakhs, the Earning capacity of EL will have to be regarded as NIL.

(iii) As detailed in Paragraph 6.1.3, the 2 week daily average market price is Rs. 25.64.

The Offer Price of Rs.30/- per equity share of EL is therefore justified in the opinion of the manager and theAcquirers.

6.1.5.6 If the Acquirers or the PACs acquire Shares after the PA and upto seven days prior to closure of offer at a price higherthan the Offer Price, then the highest price paid for such acquisitions shall be payable for all acceptances receivedunder this Offer as per Regulation 20(4) of the Takeover Code.

6.2 Financial Arrangements

6.2.1 The total fund requirement for the Offer is Rs 1214.2 lakhs assuming that the entire Offer is accepted.

6.2.2 Acquirers have made firm arrangements for financing the acquisition of equity shares under the Public Offer, in terms ofthe Regulation 16(xiv), from internal accruals / surplus funds / domestic borrowings.

6.2.3 An Escrow Account has been opened by EGL with Citibank, N.A. located at 5th Floor, DLF Centre, Parliament Street,New Delhi 110 001, in favor of the Manager to the Offer for Rs. 303.56 lakhs (equivalent to 25% of the total considerationpayable under the Public Offer) by way of a cash deposit. A lien in favor of the Manager to the Offer, Ambit CorporateFinance Private Limited has been marked on the aforesaid escrow account.

6.2.4 The Manager to the Offer has been duly authorized by the Acquirer to realize the value of the Escrow Account in termsof the Takeover Code.

6.2.5 M/s VKGN & Associates, Chartered Accountants, (Mr. Vijay Gupta, Partner -Membership No 81986) with their Office atSmreedhi, C-8/8834, Vasant Kunj, New Delhi - 110 070 (Tel 011 2613 7527, Fax 011 2613 7522) have certified videtheir letter dated December 27, 2002 that Acquirers have adequate resources to fulfill all their financial obligationsarising out of the Offer. Based on this, the Manager to the Offer has satisfied itself about the Acquirer's ability toimplement the Offer in accordance with the Takeover Code.

7 Terms and Conditions of the Offer

7.1 Statutory Approvals

7.1.1 The offer is subject to receiving the necessary approval(s), if any, from the Reserve Bank of India under ForeignExchange Management Act, 1999, for acquiring shares validly tendered by non-resident shareholders. Acquirers havetaken approvals under section 372A of the Companies Act, 1956 (as amended) vide Extra Ordinary Meeting datedDecember 31, 2002.

Besides this, as on this date to the knowledge of the Acquirer, no other approvals are required to acquire the sharestendered pursuant to this Offer. However, the Offer would be subject to all statutory approvals that may be applicable ata later date.

7.1.2 The Acquirer shall complete all procedures relating to the Offer, including payment of consideration to the shareholders,by April 26, 2003 (Saturday). In case of delay due to non receipt of statutory approvals, SEBI may, if satisfied that thenon-receipt of approvals was not due to willful default or negligence, grant extension of time for the purpose of completionof Offer, subject to the Acquirer paying interest @ 10% p.a. on the Offer price to the shareholders for delay in paymentof consideration beyond April 26, 2003.

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7.2 Other terms

7.2.1 The Letter of Offer together with FOA will be mailed to the shareholders of EL (except the Acquirers and PAC) whosenames appear on the register of members of EL and the beneficial owners of the shares of EL, whose names appear onthe beneficial records of the respective depositories, at the close of business on January 24, 2003.

7.2.2 All owners of shares, registered or unregistered (except the Acquirers and PAC), are eligible to participate in the Offeras per the procedure set out in Section 7 below. Eligible persons can participate in the Offer by offering their shareholdingin whole or in part. No indemnity is required from the unregistered owners.

7.2.3 Accidental omission to dispatch this Letter of Offer or the non-receipt or delayed receipt of this Letter of Offer will notinvalidate the Offer in any way.

7.2.4 There are no partly paid-up shares in EL.

7.2.5 There are no EL shares that are locked-in as per SEBI guidelines.

7.2.6 Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the PublicAnnouncement/ Letter of Offer, can withdraw the same upto three working days prior to the date of the closureof the offer.

a) The withdrawal option can be exercised by submitting the document as per the instruction below, so as to reachthe Registrar to the Offer at any of the collection centers on or before March 24, 2003 (Monday).

b) The withdrawal option can be exercised by submitting the Form of withdrawal attached to this LOO. Form ofwithdrawal will also be available on SEBI's website: www.sebi.gov.in

c) In case of Non-receipt of the form of withdrawal, the withdrawal option can be exercised by making an applicationon plain paper along with the following details :

i) In case of physical shares : Name, address, distinctive numbers, folio number and number of shares tendered/withdrawn.

ii) In case of dematerialized shares : Name, address, number of shares tendered/withdrawn, DP name, DP ID,Beneficiary Account no., and a photocopy of delivery instructions in "off market" mode or counterfoil of thedelivery instruction in "off market" mode, duly acknowledged by the DP in favor of the Depository EscrowAccount.

7.2.7 Incomplete applications, including non-submissions of necessary enclosures, if any, are liable to be rejected.

7.2.8 The instructions and provisions contained in the FOA constitute an integral part of the terms of this Offer.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

8.1 Shareholders of EL who wish to avail of this Offer should forward the under mentioned documents by hand delivery at theCollection Centers mentioned below, on or before the close of business hours on March 27, 2003 (Thursday).

Name & Address of the Collection Centre Contact Person & Contact Numbers Mode of Delivery

MCS Ltd Mr. Rajendra G Hand DeliveryMumbai (Fort), Office # 5 Agra Building Tel # 022-226791671st Floor, 121 M G Road, Fort, Mumbai 400 001 Fax # 022-22691567

MCS Ltd Mr Ashok Gupta Hand DeliveryMumbai (Andheri), Sri Venkatesh Bhavan Tel # 022-28301503Plot No. 27, Road No. 11 MIDC Andheri (E) Fax # 022-28350456Mumbai 400 093

MCS Ltd Mr D C Verma Registered Post/New Delhi, Sri Venkatesh Bhavan, 212-A Shahpurjat Tel # 011-26495704 Hand DeliveryNew Delhi 110 049 Fax # 011-26494152

MCS Ltd Mr S K Jhanwar Hand DeliveryKolkata, 77/2A Hazra Road Tel # 033-24541892/893/8943rd and 5th Floor Fax # 033-24747674Kolkata 700 029

MCS Ltd Mr Hari Singh Hand DeliveryAhmedabad, 101 Shatdal Complex 1st Floor, Tel # 079-6582878Ashram Road, Navrangpura, Ahmedabad 380 009 Fax # 079-6584027

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Name & Address of the Collection Centre Contact Person & Contact Numbers Mode of Delivery

MCS Ltd Mr J P Mehta Hand DeliveryBaroda, Neelam Apartment, Tel # 0265-233939788 Sampatrao Colony, Behind Fax # 0265-2341639Federation Building AlkapuriBaroda 390 005

MCS Ltd Mr Rajeev Joshi Hand DeliveryPune, 116 Akshay Complex Tel # 020-4017205Off Dhole Patil Road, Near Ganesh Fax # 020-6129597Mandir, Pune 411 001

MCS Ltd Mr N Swaminathan Hand DeliveryChennai, New No. 118, Old No. 59 1st Floor, Tel # 044-25240121Moore Street, Chennai 600 001 Fax # 044-25223306

Timing : Monday to Friday (10 AM to 1PM and 2PM to 4PM)Saturdays (10 AM to 1PM)

Shareholders who cannot hand deliver their documents should send the same by registered post, at their own risk, to theRegistrar to the Offer at their office at MCS Limited, Sri Venkatesh Bhavan, 212-A Shahpurjat, New Delhi - 110 049, to reachbefore the close of business hours on March 27, 2003 (Thursday).

8.2 Shareholders who wish to tender their shares under this Offer should enclose the following documents duly completed:

8.2.1 For equity shares held in physical form:

Registered Shareholders should enclose:

• Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructionscontained 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 EL and duly witnessed at the appropriate place. Ablank share transfer form is enclosed along with this Letter of Offer.

Unregistered 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 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. No indemnityis required from unregistered shareholders.

All other requirements for valid transfer will be precondition for acceptance.

8.2.2 For Equity shares held in demat form:-

Beneficial owners should enclose:

• Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructionscontained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records ofthe respective depository.

• Photocopy of the delivery instruction in "Off-market" mode or counterfoil of the delivery instruction in "Off-market"mode, duly acknowledged by DP in favour of the special depository account (please see below) before the close ofbusiness hours on March 27, 2003 (Thursday).

The Registrar to the Offer, MCS Limited, have opened a special depository account with Citibank, N.A., New Delhistyled "MCS Ltd - Eicher Escrow Account". The details of the special depository account are as under:

DP Name Citibank, N.A.DP ID IN300054Client ID 10008702Depository NSDL

For each delivery instruction, the beneficial owner should submit a separate FOA. In the case of demat shares, theshareholders are advised to ensure that their shares are credited in favor of the special depository account,before the closure of the Offer. The Forms of Acceptance of such demat shares not credited in favor of thespecial depository account, before the closure of the Offer are liable to be rejected.

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8.3 Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the shares inrespect of which the application is being sent failing which the tender would be considered invalid.

8.4 The share certificate(s), share transfer form, FOA and other documents, if any should be sent only to the Registrar to the Offer,at the collection centres mentioned above. They should not be sent to the Manager to the Offer or the Acquirer or the PACs orthe Target Company. The above-mentioned documents can be sent to the collection centers (as mentioned in clause 8.1above) by hand delivery on all days except Sundays and public holidays.

8.5 The minimum marketable lot for the purposes of acceptance, for both physical and demat shares, would be 1.

8.6 In case of non-receipt of the Letter of Offer, the eligible persons may obtain a copy of the same from any of the collectioncentres mentioned above on providing suitable documentary evidence of acquisition of shares of EL. The Letter of Offer, Formof Acceptance cum Acknowledgment and Form of Withdrawal will be available on SEBI's website: www.sebi.gov.in , fromthe Offer Opening Date. The eligible persons can download these documents from the SEBI's website and apply on the same.Alternately, they may send their consent to participate in the Offer, to the Registrar to the Offer, on a plain paper stating theirname, address, number of shares held, folio number, distinctive numbers of the shares held, number of shares offered, alongwith documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer. Unregisteredowners should not sign the transfer deed and the transfer deed should be valid. In case of beneficial owners, they may sendtheir application in writing to the Registrar to the Offer, on a plain paper stating their name, address, number of shares held,number of shares offered, 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 favor of thespecial depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer. The application shouldbe signed by all the shareholders as per the registration details available with EL and should be sent to the Registrar to theOffer in an envelope clearly marked "Eicher Limited - Open Offer".

8.7 Non-Resident shareholders should also enclose a copy of permission received from RBI for the shares held by them in EL.

8.8 Non-Resident shareholders should also enclose a copy of 'no-objection' certificate / tax clearance certificate from the incometax authorities under Income Tax Act, 1961, indicating the amount of tax to be deducted by the Acquirers before remitting theconsideration. In case the aforesaid 'no-objection' certificate is not submitted, the Acquirers will arrange to deduct tax at themaximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable.

8.9 In case of delay in receipt of statutory approvals beyond April 26, 2003, SEBI has the power to grant extension of time toAcquirers for payment of consideration to shareholders, subject to the Acquirers agreeing to pay interest for the delayedperiod, as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations.

8.10 Payment of consideration will be made by crossed account payee cheque/demand draft / pay order and sent by RegisteredPost, to those shareholders/unregistered owners and at their risk, whose shares/ share certificates and other documents arefound in order and accepted by Acquirers in part or in full. In case of joint holders cheques/demand drafts will be drawn in thename of the first holder. It is advised that shareholders provide bank details in the Form of Acceptance cumAcknowledgment, so that same can be incorporated in the cheque/demand draft/pay order.

8.11 Unaccepted share certificates, transfer forms and other documents, if any, will be returned by registered post at the shareholders'/unregistered owners' sole risk to the sole/first shareholder.

Shares held in demat form to the extent not accepted will be credited back to the beneficial owners' depository account withthe respective depository participant as per the details furnished by the beneficial owner in the FOA.

8.12 The Registrars to the Offer will hold in trust the shares/share certificates, shares lying in credit of the special depositoryaccount, FOA, and the transfer form(s), if any, on behalf of the shareholders of EL who have accepted the Offer, till thecheques/ drafts for the consideration and/or the unaccepted shares/ share certificates are dispatched or credited back to thebeneficial owners' DP accounts.

8.13 In case any person has lodged shares of EL for transfer and such transfer has not yet been effected, the concerned personmay apply as per instruction contained in paragraph 8.5 above together with the acknowledgement of the lodgment of sharesfor transfer. Such persons should also instruct EL and its registrar & transfer agents to send the transferred share certificate(s)directly to the collection centre located at New Delhi. The applicant should ensure that the certificate(s) reach the designatedcollection centre on or before the Offer closing date.

8.14 In case any person has tendered his physical shares in EL for dematerialisation and such dematerialisation has not yet beeneffected the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy ofthe completed dematerialisation request form acknowledged by shareholder's DP. Such shareholders should ensure thecredit of the shares to the special depository account on or before the Offer closing date. A copy of delivery instructionsacknowledged by the DP in favour of the special depository account should be forwarded to the collection centre where theFOA and other documents were tendered, before the close of the Offer.

8.15 If the aggregate of the valid response exceeds 40,47,375 equity shares, then the Acquirers shall accept the Offers receivedfrom the Shareholders of Eicher Limited on a proportionate basis, in consultation with the Manager to the Offer, in accordancewith Regulation 21(6) of the SEBI Takeover Code

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9. DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the office of EGL located atEicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048, from 10.30 AM to 1.00 PM onany working day, except Saturdays, Sundays and holidays until the Offer closes:

• Incorporation documents of Acquirers and PACs

• Copy of Public Announcement dated December 30, 2002 and Corrigendum to the Public Announcement datedFebruary 25, 2003.

• The annual reports of Acquirers and PAC for the financial years 2002, 2001 and 2000.

• Annual Reports of EL for the years 2002, 2001 and 2000 and 6 months unaudited financial results for period endedSeptember 30, 2002.

• Copy of the letter from VKGN & Associates dated December 27, 2002 confirming the ability of Acquirers to fulfill itsfinancial obligations under the Offer.

• Copy of the letter from Citibank, India dated December 28, 2002 confirming the marking of lien on the 25% cash deposit ofRs 303.56 lakhs in favour of the Manager to the Offer.

• SEBI observation letter no. TO/RC/3418/03 dated February 12, 2003.

• A copy of the agreement entered into with depository participant for opening a special depository account for the purposesof the offer.

• Certificate from M/s VKGN & Associates, Chartered Accountants, (Mr Vijay Gupta, Partner-Membership No. 81986) withtheir Office at Smreedhi, C-8/8834, Vasant Kunj, New Delhi-110 070 (Tel.: 011 2613 7527 Fax : 011 2613 7522) datedJanuary 31, 2003 computing the Net Asset Value of the Target Company as at September 30, 2002.

10. DECLARATION BY THE ACQUIRER AND PACs

The Board of Directors of Eicher Goodearth Limited acting in concert with Eicher International Limited (together, the Acquirers)accept full responsibility, jointly and severally, for the information contained in the Public Announcement, this Letter of Offerand also are responsible for completing the Offer and ensuring compliance with the SEBI Takeover Code. Information relatedto the Target Company has been obtained from the Target Company and from publicly available sources.

The Board of Directors of the PAC viz Eicher Finance Limited, Eicher Goodearth Holdings Private Limited, Eicher InvestmentsPrivate Limited, Eicher Holdings Private Limited, Malbros Investments Limited and Mr. Vikram Lal & Family have accepted fullresponsibility, jointly and severally, for the information contained in the Public Announcement, this Letter of Offer and also areresponsible for ensuring compliance of relevant provisions of SEBI Takeover Code.

For and on behalf of Eicher Goodearth Limited acting in concert with Eicher International Limited

(Ravi Sikka) (Vinod Agarwal)

Authorised persons

Place : New Delhi

Date : 20.02.2003

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FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT OPEN OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please read carefully the instructions appearing in this form. Please send this Form with enclosures to theCollection Centres as set in para 1 of the Instructions)

To : Eicher Goodearth Limited / Eicher International Limited: Regd. Office: Eicher House, 12, Commercial Complex, Greater Kailash - II, Masjid Moth, New Delhi-110 048

Sub: Open offer for purchase of equity shares of EICHER LIMITED ("EL" or the "Target Company" ) at an Offer Price of Rs.30/- pe r equity share.

Dear Sirs,I/We refer to the Letter of Offer dated for acquiring the equity shares held by me/us in EL. I/We the undersigned, have read the said Letterof Offer and understood its contents including the terms and conditions as mentioned therein.SHARES IN PHYSICAL FORM* I/We hold shares in physical form, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed (s) in respect of my / our shares as detailed below:

Sr. No. Folio No. Certificate No. Distinctive Nos. No . of Shares offeredFrom To

Total number of equity shares

(In case of insufficient space, please use an additional sheet and authenticate the same)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 the Registrar to the Offer until the time the Acquirermakes payment of purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the acquirer will pay the purchase consideration only afterverification of the documents and signatures by the Target Company.SHARES IN DEMAT FORM* I/We hold shares in dematerialised form, accept the Offer and enclose photocopy of the Delivery Instruction duly acknowledged by DP in respect of my equity shares asdetailed below

DP Name DP ID Client ID Name of Beneficiary No. of Shares offered

I/We have done an Off market transaction for crediting the shares to the Special Depository Account, whose particulars are :DP Name : Citi Bank, N.A.DP ID : IN 300054Client ID : 10008702Depository : NSDLAccount name : MCS Ltd. - EICHER Escrow Account

Enclosures (Please tick as appropriate)Power of Attorney No. Objection Certificate/Tax Clearance Certificate underDeath Certificate/Succession Certificate Income-tax Act, 1961 for NRI/OCB/FII Shareholders as applicable.Corporate authorization in case of Companies RBI Permission obtained by NRI/OCB/FII Shareholders

Others (please specify) ;_____________________________

I/We note and understand that the shares would lie in the Special Depository Account "MCS Ltd - Eicher Escrow Account" until the Acquirer makes the payment of purchaseconsideration as mentioned in the Letter of Offer.I/We confirm that the equity shares of EL which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrances of any kind whatsoever.I/We authorise the Acquirer to accept the shares so offered which it may decide to accept, in full or in part, in consultation with the Manager to the offer and in terms of theLetter of Offer. I/We further authorise the Acquirer to return to me/us, at my/our risk, equity share certificate(s) in respect of which the Offer is not accepted or not found valid/split certificate, specifying the reasons thereof and in case of dematerialised shares to the extent not accepted to release to my Depository Account, at my sole risk. I/Weauthorise the Acquirer or the Registrar to the Offer to send by registered post, at my/our risk, the cheque/demand draft/ pay order in full and final settlement of the considerationamount, to the sole/first holder at the address mentioned above.Yours faithfully,

Signed and Delivered FULL NAME(S) PAN/GIR No. allotted SIGNATURE (S)under I.T. Act 1961

First / Sole Shareholder

Second Shareholder

Third Shareholder

Note : In case of joint holdings, all shareholders must sign. In the case of body corporate, stamp of the company should be affixed and necessary resolution should beattached.Tel. No. :..................................................................... Fax :........................................ ......................... e-mail :..................................................................So as to avoid fraudulent encashment in transit, the shareholder(s) should provide details of bank account of the first/sole sh areholder and the considerationcheque or demand draft will be drawn accordingly.Place : Date : *Strike out if not applicable.

Name of the Bank ________________________________________________ Branch __________________________________________________________________

Account Number _________________________________________________ Savings/Current/Others (please specify) ________________________________________

Tear along this line

ACKNOWLEDGEMENT SLIPEICHER GOODEARTH LTD. / EICHER INTERNATIONAL LTD.

Regd. Office : Eicher House, 12, Commercial Complex, Greater Kailash - II,Masjid Moth, New Delhi-110 048

Received from Mr. /Ms./M/s....................................................................................................................................................Folio No. /Client I.D. No. .........................................................................................................................................................Address ................................................................................................................................................................................................................................................................................................................................................................................Number of certificates enclosed/DP Instructions enclosed......................... Total No. of shares ..............................................Note : All future correspondence, if any, should be addressed to Registrar to the Open Offer- MCS Limited, Sri Venkatesh Bhavan, 212A, Shahpurjat, New Delhi-110049.

Tel : 91-11-26494830 Fax : 91-11-26494152

Stamp ofcollection centre

Signature of Officialand Date of Receipt

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INSTRUCTIONS1. The shareholders of EICHER LIMITED, who wish to avail of this Offer should forward the required documents by hand delivery/registered post to the Collection Centres

whose addresses are given below on or before the Offer closing date :

CITY NAME & ADDRESS OF THE COLLECTION CENTRE CONTACT PERSON & CONTACT NUMBERS MODE OF DELIVERY

Mumbai MCS Ltd Mr Rajendra G Hand DeliveryMumbai (Fort), Office # 5 Agra Building Tel # 022-226791671st Floor, 121 M G Road, Fort, Mumbai 400 001 Fax # 022-22691567MCS Ltd Mr Ashok Gupta Hand DeliveryMumbai (Andheri), Sri Venkatesh Bhavan Tel # 022-28301503Plot No. 27, Road No. 11 MIDC Andheri (E) Fax # 022-28350456Mumbai 400 093

New Delhi MCS Ltd Mr D C Verma Registered Post/New Delhi, Sri Venkatesh Bhavan, 212-A Shahpurjat Tel # 011-26495704 Hand DeliveryNew Delhi 110 049 Fax # 011-26494152

Kolkata MCS Ltd Mr S K Jhanwar Hand DeliveryKolkata, 77/2A Hazra Road, 3rd and 5th Floor Tel # 033-24541892/893/894Kolkata 700 029 Fax # 033-24747674

Ahmedabad MCS Ltd Mr Hari Singh Hand DeliveryAhmedabad, 101 Shatdal Complex 1st Floor, Tel # 079-6582878Ashram Road, Navrangpura, Ahmedabad 380 009 Fax # 079-6584027

Baroda MCS Ltd Mr J P Mehta Hand DeliveryBaroda, Neelam Apartment, Tel # 0265-233939788 Sampatrao Colony, Behind, Federation Building Alkapuri Fax # 0265-2341639Baroda 390 005

Pune MCS Ltd Mr Rajeev Joshi Hand DeliveryPune, 116 Akshay Complex Tel # 020-4017205Off Dhole Patil Road, Near Ganesh Fax # 020-6129597Mandir, Pune 411 001

Chennai MCS Ltd Mr N Swaminathan Hand DeliveryChennai, New No. 118, Old No. 59 1st Floor, Tel # 044-25240121Moore Street, Chennai 600 001 Fax # 044-25223306

Business Hours : Monday to Friday : 10.00 A.M. to 1.00 P.M.2.00 P.M. to 4.00 P.M.

Saturday : 10.00 A.M. to 1.00 P.M.(Except on Sundays and holidays)

2. REGISTERED Shareholders (holders of shares in physical form) should enclose:Form of Acceptance cum Acknowledgement, duly completed and signed in accordance with the instructions contained herein by all shareholders whose names appearon the share certificates.Original Share Certificate(s)Valid Share Transfer Form(s), duly signed as transferors by all registered shareholders in the same order as per specimen signatures registered with the Company andduly witnessed at the appropriate place. The transfer deed should be left blank, excepting the names of shareholders and signatures (with witness) as mentioned above.

3. Beneficial Owners (holders of shares in Dematerialised From) should enclose:Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained herein, by all beneficial owners whose namesappear in the Beneficiary account.Photocopy of the Delivery Instructions in "Off-market" mode or counterfoil of the delivery instructions in "Off-market" mode duly acknowledged by the Depository Participant(DP) in favour of the special depository account.For each delivery instruction, the beneficial owner should submit separate Form of Acceptance.The beneficial owners are advised to ensure that their shares are credited in favour of the special depository account on or before the closure of Offer. The Form ofAcceptance cum Acknowledgement of such demat shares not credited in favour of the special depository account before the closure of the Offer are liable to be rejected.The details of special depository account are as follows:

DP Name : Citi Bank, N.A.DP ID : IN 300054Client ID : 10008702Depository : NSDLAccount name : MCS Ltd. - EICHER Escrow Account

4. UNREGISTERED Shareholders (holders of shares in physical form) should enclose:Form of Acceptance cum Acknowledgement, duly completed and signed in accordance with the instructions contained herein by the person accepting the Offer.Original Share Certificate(s)Valid Share Transfer Form(s), as received from market. Unregistered shareholders should not sign the transfer deed and the tran sfer deed should be valid fortransfer. The details of buyer should be left blank, failing which the same will be invalid under the Offer.Original Broker contract noteThe details of the buyer should be left blank failing which, the same will be invalid under the Offer. All other requirements for valid transfer will be a precondition for validacceptance. Unregistered shareholders should not sign the transfer deed. No indemnity is required from unregistered shareholders.

5. Non-Resident shareholder should also enclose a copy of permission received from RBI for the shares held by them in EL.6. Non-Resident shareholder should also enclose a copy of 'no-objection' certificate / tax clearance certificate from the income tax authorities under Income Tax Act, 1961,

indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case the aforesaid 'no objection' certificate / tax clearance certificate isnot submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the shareholder, on the entire consideration amount payable.

7. a. In case any person has lodged shares of EL for transfer and such transfer has not yet been effected, the concerned person may apply as per instruction contained inparagraph 8.12 of the Letter of Offer together with the acknowledgement of the lodgment of shares for transfer. Such persons should also instruct EL and its registrar& transfer agents to send the transferred share certificate (s) directly to the collection centre at Delhi. The applicant should ensure that the certificate(s) reach thedesignated collection centre on or before the Offer closing date.

b. In case any person has tendered his physical shares in EL for dematerialisation and such dematerialisation has not yet been effected the concerned shareholder mayapply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialisation request form acknowledged by shareholder's DP.Such shareholders should ensure the credit of the shares to the special depository account on or before the Offer closing date together with a copy of deliveryinstructions acknowledged by the DP in favour of the special depository account.

8. The Form of Acceptance cum Acknowledgement, the share certificate(s) and the share transfer form(s) should be sent only to the Registrar at the Collection Centres asmentioned above and not to the ACQUIRERS or MANAGER or PACs or EICHER LIMITED.

9. In case of bodies corporate, proper authorization should be enclosed.10. Shareholders are advised to furnish their contact details like Telephone No., Fax and e-mail in the space provided on the front page of this Form of Acceptance.11. Shareholders should refer to the Letter of Offer for a complete schedule of activities for this Offer and other details pert aining to the Offer.12. Incomplete applications, including non-submissions of necessary enclosures, if any, are liable to be rejected.13. Shareholders who cannot hand deliver their documents should send the same by Registered Post, at their own risk to the COLLECTION CENTRE located in Delhi viz.

"MCS Limited, Sri Venkatesh Bhavan, 212 A, Shahpurjat, New Delhi-110049" before closure of the Offer.14. Shareholders should note that the collection centres mentioned at 1 above shall function upto 1 P.M. on Saturdays

All future correspondence, if any, should be addressed to Registrar to the Offer at the following address:

MCS Ltd.Sri Venkatesh Bhavan, 212 A, Shahpurjat

New Delhi-110049Tel.: 011-2649 4830 Fax : 011-2649 4152

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FORM OF WITHDRAWAL OFFER

Opens on February 26th 2003

Closes on March 27th 2003

Last date of withdrawal March, 24 th 2003To,Eicher Goodearth Limited / Eicher International LimitedEicher House, 12, Commercial Complex,Greater Kailash-II, Masjid Moth,New Delhi-110 048

Dear Sirs,

Sub: Open Off er to acquire up to 40,47,375 shares, representing 20% of the paid up equity share capital of Eic her Limited (T arget Compan y) by

Eicher Goodear th Limited acting in concer t with Eic her International Limited (Acquirer s) at a price of Rs. 30 per full y paid up shares

I/We refer to the Letter of Offer dated 20 February, 2003 for acquiring the equity shares held by me/us in Eicher Limited.

I/We the undersigned, have read the Letter of Offer and accept unconditionally its contents including the terms and conditions and procedures as mentionedtherein.

I/We have read the procedure for withdrawal of equity shares tendered by me/us in the Offer as mentioned in para 7.2.6 of the Letter of Offer and uncondition-ally agree to the terms and conditions mentioned therein.

I/We hereby consent unconditionally and irrevocably to withdraw my/our equity shares from the Offer and I/We further authorise the Acquirers to return to me/us, tendered equity share certificate(s)/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/ Manager to the Offer/Registrar to theOffer.

I/We note that this Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentioned in the Letter of Offer or below as perthe mode of delivery indicated therein on or before the last date of withdrawal.

I/We note that the Acquirers/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the equity shares held inphysical form and also for the non-receipt of equity shares held in the dematerialised form in the DP account due to inaccurate/incomplete particulars/instructions.

I/We also note and understand that the Acquirers shall return Original Share Certificate(s), Share Transfer Deed(s) and equity shares only on completionof verification of the documents, signatures carried out by Eicher Limited and/ or their R & T Agents and beneficiary position data as available from theDepository from time to time, respectively. The particulars of tendered original share certificate(s) and duly signed transfer deed(s) and wish to withdraware detailed below:

Ledger Folio No. _______________ No. of Share Certificate(s) _______________ No. of Equity Shares _________________

1

Certificate No Distinctive Nos No. of Equity Shares

From ToTendered

Sr. No.

2

3

1

Withdrawn

2

3

Total

(In case of insufficient space, please use an additional sheet and authenticate the same)

Note: All future correspondence, if any, should be addressed to the Registrar to the Offer at the following address:

MCS LimitedSri Venkatesh Bhavan, 212-A Shahpurjat, New Delhi - 110 049Tel. Nos. 011 2649 4830,Fax No. : 011 2649 4152Email: [email protected]

: 28 :

Tear along this line

ACKNOWLEDGEMENT SLIPFolio No. ........................................................... Sr. No .........................................................

Eicher Goodearth Limited / Eicher International LimitedEicher House, 12, Commercial Complex, Greater Kailash-II, Masjid Moth, New Delhi-110 048

Received from Mr./Ms./M/s.....................................................................................................................................

................................................................................................................................................................................

Form of Withdrawal dated......................................................................................................................................

Signature ofofficial and

Date of Receipt

Stamp ofCollection

Centre

I/We hold the following equity shares in dematerialised form and tendered the equity shares in the Offer and had done an off-market transaction forcrediting the Shares to the "MCS Ltd - Eicher Escrow Account" (Special Depository Escrow Account) as per the following particulars:

DP Name - Citibank, N.A Client ID - 10008702 DP ID - IN300054

Please find enclosed a photocopy of the Depository Delivery Instruction(s) duly acknowledged by DP.

The particulars of the account from which my/our equity shares have been tendered are as detailed below:

I/We note that the equity shares will be credited back only to that Depository Account, from which the equity shares have been tendered and necessarystanding instructions have been issued in this regard.

I/We confirm that the particulars given above are true and correct.

In case of dematerialised equity shares, I/We confirm that the signatures of the beneficiary holders have been verified by the DP as per the recordsmaintained at their end and the same have also been duly attested by them under their seal.

Yours faithfully,

Note : In case of joint holders all must sign. In case of body corporate, stamp of the company should be affixed and necessary Board resolution should beattached.

Place:...................................................................... Date:......................................................................

DP ID Client ID No. of Equity SharesDP Name Name of Beneficiary

SIGNED & DELIVERY FULL NAME(S) SIGNATURE(S) VERIFIED AND ATTESTED BY US.PLEASE AFFIX THE STAMP OF DP(IN CASE OF DEMAT SHARES)/BANK (IN CASE OF PHYSICALSHARES)

First / Sole Shareholder

Second Shareholder

Third Shareholder