LETTER OF OFFER - sebi.gov.in · [which includes Form of Withdrawal] and transfer deed to the purchaser of Shares or the member of the stock exchange through whom the said sale was

YES BANK Limited12th Floor, Discovery of India BuildingNehru Centre, Dr. Annie Besant RoadWorli, Mumbai 400018Tel No: 91 22 6669 9000Fax No: 91 22 2497 4158Email ID: [email protected] Reg No: MB / INM 0000 10874Contact : Dhanraj Uchil / Mayur Sarma

LETTER OF OFFERTHIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as an equity shareholder of G.P.Electronics Limited. If you require any clarifications about the action to betaken, you may consult your stock broker or investment consultant or Manager to the Offer / Registrar to the Offer. In case you have recentlysold your Shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum acknowledgement[which includes Form of Withdrawal] and transfer deed to the purchaser of Shares or the member of the stock exchange through whom thesaid sale was effected.

CASH OFFERBY

Aarti Management Consultancy Private Limited [“Aarti” or “the Acquirer”]Regd Office: 2nd Floor, 16, Alli Chambers, Nagindas Master Road, Fort, Mumbai 400 001

Tel: 91 22 22679245; Fax: 91 22 22679246

Aditi Management Consultancy Private Limited [“Aditi” or “the Acquirer”]Regd Office: 2nd Floor, 16, Alli Chambers, Nagindas Master Road, Fort, Mumbai 400 001

Tel: 91 22 22679245; Fax: 91 22 22679246

Anjoss Trading Company Private Limited [“Anjoss” or “the Acquirer”]Regd Office: 2nd Floor, 16, Alli Chambers, Nagindas Master Road, Fort, Mumbai 400 001

Tel: 91 22 22679245; Fax: 91 22 22679246

to acquireupto 9,72,173 fully paid up equity shares of the face value of Rs. 10/- (Rupees Ten only) each, representing 20.00% of the voting paid upequity share capital, at a price of Rs. 20.00 (Rupees Twenty only) per fully paid up equity share (“Offer Price”) payable in cash of

G.P. ELECTRONICS LIMITED[“the Company” / “GPEL”]

Regd Office: Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013, IndiaTel: 91 22 66154615; Fax: 91 22 66154593

Notes:1. This Offer is being made pursuant to Regulations 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [“SEBI Takeover Regulations”] for the purpose of substantialacquisition of Shares and voting rights of the Company accompanied with change in control and management of the Company consequentto the acquisition of total holding of the existing promoters by the Acquirer.

2. The shares that are tendered in the Offer may be those held by Non-Resident Indians or persons resident outside India who are not Non-Resident Indians, including Overseas Corporate Bodies, if any, holding shares in the Company who may be persons not covered by specificprovisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. TheOffer is therefore subject to the receipt of the approval, if any, of the RBI under the Foreign Exchange Management Act, 1999 and the rulesand Regulations made thereunder for the acquisition of equity shares by the Acquirers from the aforesaid category of shareholders underthe Offer and other related matters. Manager to the Offer, vide their letter dated January 15, 2008 filed an application with RBI for approvalto the Acquirers to acquire equity shares of GPEL through open offer from the eligible non resident shareholders.

3. The Shareholders who have accepted the Offer by tendering the requisite documents in terms of the PA/ Letter of Offer can withdraw thesame up to three working days prior to the date of the closure of the Offer i.e. up to Tuesday, February 12, 2008.

4. The Acquirers are permitted to revise the Offer Price upwards any time up to seven working days prior to the date of closure of the Offer i.e.up to Wednesday February 6, 2008. If there is an upward revision of the Offer Price in terms of Regulation 26 of SEBI Takeover Regulations,the same would be informed by way of a PA in the same newspapers where the original PA has appeared as mentioned in para no. 2.2.7of this Letter of Offer. Such revised Offer Price would be payable by the Acquirers for all the Shares tendered anytime during the Offer.

5. This Offer is not conditional upon any minimum level of acceptances.6. There has been no competitive bid.7. As the Offer Price cannot be revised during seven working days prior to the closing date of the Offer, it would be in the interest of

the Shareholders to wait till the commencement of that period to know the final Offer Price and tender their acceptance accordingly.8. The Form of Acceptance cum Acknowledgement together with the Form of Withdrawal is enclosed with this Letter of Offer.9. A copy of the PA and Letter of Offer (including Form of Acceptance-cum-Acknowledgement which includes Form of Withdrawal) are also

available on SEBI's website at www.sebi.gov.in from the date of opening of the Offer i.e., Monday, January 28, 2008.

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Mondkar Computers Private Limited21, Shakil NiwasOpp: Satya Saibaba TempleMahakali Caves RoadAndheri East, Mumbai 400093Tel: 91 22 2825 7641 / 2836 6620Fax: 91 22 2820 7207Email: [email protected] Registration No: INR 000000 114Contact: Ravi Utekar

Offer Opens : Monday, January 28, 2008 Offer Closes : Saturday, February 16, 2008

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Schedule of the Activities

Activities Schedule as per PA Revised Schedule

Public Announcement Wednesday - November 28, 2007 Wednesday - November 28, 2007

Specified Date * Friday – November 30, 2007 Friday – November 30, 2007

Last date for Competitive Bid Wednesday – December 19, 2007 Wednesday – December 19, 2007

Date by which Letter of Offer to reach the Saturday – January 12, 2008 Friday – January 18, 2008shareholders

Offer Opening Date Tuesday – January 22, 2008 Monday – January 28, 2008

Last date for revising the Offer Price/ Thursday – January 31, 2008 Wednesday – February 6, 2008number of shares

Last date for withdrawal by shareholders Wednesday – February 6, 2008 Tuesday – February 12, 2008

Offer closing Date Monday – February 11, 2008 Saturday – February 16, 2008

Date by which the acceptance / rejection Tuesday – February 26, 2008 Saturday – March 1, 2008would be intimated and the correspondingpayment for the acquired shares and / orthe share certificate for the rejectedshares will be despatched

* Specified Date is only for the purpose of determining the names of Shareholders of the Company as on such date to whomthe Letter of Offer is sent.

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Risk factors (a) relating to the transaction, (b) relating to the Offer and (c) involved in associating with the Acquirersand the likely adverse effect of these risk factors on the Shareholders

1. The shares that are tendered in the Offer may be those held by Non-Resident Indians or persons resident outside Indiawho are not Non-Resident Indians, including Overseas Corporate Bodies, if any, holding shares in the Company whomay be persons not covered by specific provisions of the Foreign Exchange Management (Transfer or Issue of Securityby a Person Resident Outside India) Regulations, 2000. The Offer is therefore subject to the receipt of the approval, ifany, of the RBI under the Foreign Exchange Management Act, 1999 and the rules and Regulations made there underfor the acquisition of equity shares by the Acquirers from the aforesaid category of shareholders under the Offer andother related matters. Manager to the Offer, vide their letter dated January 15, 2008 filed an application with RBI forapproval to the Acquirers to acquire equity shares of GPEL through open offer from the eligible non resident shareholders.

2. In the event that either (a) there is any litigation leading to a stay on the Offer or (b) SEBI instructing the Acquirers notto proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in thisLetter of Offer. Consequently, the payment of consideration to the Shareholders of GPEL whose Shares are acceptedunder this Offer as well as the return of Shares not accepted under this Offer by the Acquirers may get delayed. In caseof delay, due to non-receipt of statutory approval(s), as per Regulation 22(12) of the SEBI Takeover Regulations,SEBI, may, if satisfied, that non-receipt of approvals was not due to any willful default or negligence on the part of theAcquirers, grant an extension for the purpose of completion of the Offer subject to the Acquirers agreeing to payinterest to the eligible Shareholders.

3. Further, the Shareholders should note that after the last date of withdrawal i.e. Tuesday – February 12, 2008, theShareholders who have lodged their acceptances would not be able to withdraw them even if the acceptance ofShares under the Offer and dispatch of consideration gets delayed. The tendered Shares and documents would beheld by the Registrar to the Offer, till such time as the process of acceptance of tenders, the payment of considerationand other Offer obligations are completed.

4. The Shares tendered in the Offer will be held in trust by the Registrar to the Offer till the completion of the Offerformalities and the Shareholders will not be able to trade such Shares. During such period there may be fluctuations inthe market price of the Shares. The Acquirers make no assurance with respect to the market price of the Shares bothduring the Offer period and after completion of the Offer and disclaim any responsibility with respect to any decision bythe Shareholders on whether or not to participate in the Offer.

5. The Acquirers make no assurance with respect to the future financial performance of GPEL.

The indicative risk factors set forth above are in relation to the Offer and not in relation to the present or future business oroperations of GPEL or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis ofthe risks involved in participation or otherwise by a Shareholder in the Offer or in associating with the Acquirers. The Shareholdersof GPEL are advised to consult their stock broker or investment consultant or tax advisor, if any, for further risks with respectto their participation in the Offer.

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Sr. TABLE OF CONTENTS PageNo. No.

1 Disclaimer Clause ----------------------------------------------------------------------------------------------------------------- 6

2 Details of the Offer ----------------------------------------------------------------------------------------------------------------- 6

3. Background of the Acquirers --------------------------------------------------------------------------------------------------- 8

4. Disclosure with regard to continuous listing -------------------------------------------------------------------------------- 14

5. Background of the Target Company ------------------------------------------------------------------------------------------ 14

6. Offer Price and financial arrangements -------------------------------------------------------------------------------------- 21

7. Terms and conditions of the Offer --------------------------------------------------------------------------------------------- 24

8. Procedure for acceptance and settlement of the Offer ------------------------------------------------------------------ 25

9. Documents for inspection-------------------------------------------------------------------------------------------------------- 29

10. Declaration by the Acquirers ---------------------------------------------------------------------------------------------------- 29

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DEFINITIONS

The Acquirers Aarti Management Consultancy Private Limited, Aditi ManagementConsultancy Private Limited, Anjoss Trading Company Private Limited

Aarti Aarti Management Consultancy Private Limited

Aditi Aditi Management Consultancy Private Limited

Anjoss Anjoss Trading Company Private Limited

Board / Board of Directors / Directors Board of Directors of GPEL

BSE The Bombay Stock Exchange Ltd

CDSL Central Depository Services India Limited

DP Depository Participant

Depositories NSDL and CDSL

EPS Earnings Per Share

GOI Government of India

LOF Letter of Offer

Manager to the Offer/ YES Bank YES Bank Limited

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Ltd

Offer Offer to acquire upto 9,72,173 Shares representing 20.00% of the voting paidup equity share capital of GPEL

Offer Price Rs. 20.00 (Rupees Twenty only) per fully paid up equity share

PAT Profit After Tax

Persons eligible to participate in the Offer All owners (registered and unregistered) of Shares of GPEL except the partiesto SPA viz (i) the Acquirers and (ii) the Sellers i.e. the Promoters of GPEL

Promoters Promoters of GPEL

Public Announcement/ PA PA for the Offer released on behalf of the Acquirers on November 28 , 2007

Registrar / Registrar to the Offer Mondkar Computers Private Limited

Regulations/ Takeover Regulations/ Securities and Exchange Board of India (Substantial Acquisition of Shares

SEBI Takeover Regulations and Takeovers) Regulations, 1997 and subsequent amendments thereto

RONW Return on Net Worth

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992

Shares Fully paid up equity shares of Rs. 10/- (Rupees Ten only) each of GPEL

Shareholders / Equity Shareholders All owners (registered or unregistered) of Shares

Stock Exchanges BSE and NSE where the Shares are presently listed

SPA Share Purchase Agreement dated November 26, 2007 entered into by Aarti,Aditi and Anjoss with the promoters of GPEL

Target Company/ The Company/ GPEL G.P.Electronics Limited

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1 DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE FILING OF THE DRAFT LETTER OF OFFER WITH SEBISHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED ORAPPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSEOF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE ANDARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERSOF GPEL TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANYRESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANY WHOSESHARES ARE PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OROPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOODTHAT WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY ANDDISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT LETTER OF OFFER, THE MANAGER TO THEOFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGETHEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MANAGER TOTHE OFFER, YES BANK LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED DECEMBER 12,2007 TO SEBI IN ACCORDANCE WITH THE SEBI TAKEOVER REGULATIONS. THE FILING OF THE DRAFT LETTEROF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAININGSUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.”

2 DETAILS OF THE OFFER

2.1 Background of the Offer

2.1.1 This Offer is being made pursuant to Regulations 10 and 12 of the SEBI Takeover Regulations for the purposeof substantial acquisition of Shares and voting rights of the Company accompanied with the change in controlas the aggregate equity stake of the Acquirers in the paid up equity share capital of GPEL will be more than thestipulated threshold of 15% consequent to the acquisition.

2.1.2 The Acquirers entered into a Share Purchase Agreement dated November 26, 2007 with the promoters ofGPEL viz Highzone Mercantile Company Private Limited (“Highzone”), Supersoft Mercantile Company PrivateLimited (“Supersoft”) and Surewin Trading Company Private Limited (“Surewin”) [hereinafter referred to as the“Sellers”] wherein Aarti, Aditi and Anjoss agreed to acquire 10,03,602 fully paid up equity shares, 10,03,602fully paid up equity shares and 10,03,603 fully paid up equity shares each representing 20.65% each of thepaid-up equity share capital thus aggregating to Sellers’ total existing holding of 30,10,807 fully paid up equityshares (“Sale Shares”) representing 61.95% of the current paid-up equity share capital of GPEL for a totalpurchase consideration of Rs. 3,50,15,685.41 i.e. at a price of Rs. 11.63 per share (the “Negotiated Price”). TheNegotiated Price per Sale Share shall be paid in the form of cash.

2.1.3 Acquirers have not paid any other monetary consideration, whether by way of any non-compete fee or otherwise,or pursuant to any non-compete agreement for acquisition of the shares of GPEL.

Details of the Sellers are as follows:

Names:1. Highzone Mercantile Company Private Limited2. Supersoft Mercantile Company Private Limited3. Surewin Trading Company Private LimitedAddress, Tel and Fax:Peninsula SpentaMathuradas Mills CompoundSenapati Bapat MargLower Parel, Mumbai 400013Tel: 91 22 6615 4615Fax: 91 22 6615 4593

2.1.4 The Acquirers shall acquire the title and interest of the Sellers in and unto the said Sale Shares together with allbenefits and rights and obligations attaching thereto only upon the completion of the Offer.

2.1.5 SPA governs the rights and obligations, inter-se, of each of the parties to the SPA and in accordance with theterms of SPA, on the completion date i.e. within 3 business days from the date of release of certificate by theManager to the Offer in terms of Regulation 23(6) of Takeover Regulations to the effect that “the Acquirers havefulfilled all obligations under the Takeover Regulations”, (i) the Acquirers shall deliver the consideration to theSellers and (ii) the Sellers shall issue irrevocable transfer instructions to their respective depository participantsto transfer the Sale Shares from their respective dematerialized accounts to the respective dematerializedaccounts of the Acquirers and / or their nominees (if any) and (iii) Sellers cause GPEL to convene a meeting of

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the Board at which meeting the directors nominated by the Acquirers shall be appointed on the Board of GPELand the directors nominated by the Sellers on the Board of GPEL shall resign.

2.1.6 SPA further provides that (i) the Sellers shall ensure that, from the date of execution of SPA until completion,GPEL will carry on business in all material respects in the ordinary and usual course with due care and diligenceand in the manner and scope carried on as at the date of execution of SPA and (ii) the Sellers shall ensure thatGPEL provides, to the extent permitted under applicable law; necessary information and reasonable access toinformation to the Acquirers and/or either representatives, as may be required for or in connection with theOpen Offer.

2.1.7 Further, the Acquirers have undertaken to adhere to the Takeover Regulations and to complete the Open Offerin accordance with the terms thereof and in the event that the open offer is not completed or the provisions ofthe Takeover Regulations are not complied with, the completion shall not take place and the SPA shall terminate.

2.1.8 The Acquirers have not acquired directly or through any person, any equity shares in GPEL during the twelvemonths preceding the date of this PA except as per the details given above.

2.1.9 The Acquirers have not acquired any Equity Shares during the last 26 weeks period prior to the date of this PAby way of (a) allotment in public issue or (b) allotment in rights issue or (c) preferential allotment except as perthe details given above.

2.1.10 The Acquirers do not hold any equity shares carrying voting rights in GPEL as on the date of this PA. However,Mrs. Zia J. Mody, the promoter of Aarti, Aditi and Anjoss holds 1,125 equity shares in GPEL as on the date ofthis PA.

2.1.11 The Acquirers do not have any representatives on the board of GPEL as on the date of this PA. However, theAcquirers propose to reconstitute the board of directors of GPEL upon completion of open offer formalities.

2.1.12 The Acquirers, the Sellers and the Company have not been prohibited by SEBI from dealing in securities interms of directions issued under section 11B of SEBI Act or under any of the Regulations made under the SEBIAct.

2.2 Details of the proposed Offer

2.2.1 As the aggregate equity stake of the Acquirers in the paid up equity share capital of GPEL, pursuant to theabove mentioned share purchase agreement, will be more than the stipulated threshold of 15%, in compliancewith Regulations 10 and 12 of the SEBI Takeover Regulations, the Acquirers made a public announcement ofthe Offer to acquire upto 9,72,173 equity shares of Rs. 10/- each, representing 20.00% of the issued, subscribedand paid-up equity share capital of GPEL, from the public shareholders of GPEL, at a price of Rs. 20.00 pershare (“Offer Price”) payable in cash subject to the terms and conditions mentioned hereinafter. Equity sharesthat would be tendered in the valid form in terms of this Offer will be transferred in favour of the Acquirersproportionately or in the ratio to be decided by them upon the closure of the open offer.

2.2.2 Due to the operation of Regulation 2(1)(e) of SEBI Takeover Regulations, there may be persons who could bedeemed to be persons acting in concert. However, they are not acting in concert with the Acquirers for thepurpose of this offer.

2.2.3 This is not a competitive bid. This Offer is not pursuant to any global acquisition resulting in an indirect acquisitionof shares of GPEL.

2.2.4 As on March 31, 2007 and as on today, the paid up equity share capital of GPEL is Rs. 4,86,08,630/- comprisingof 48,60,863 equity shares of Rs. 10/- each. Therefore, while determining 20% of the paid up equity sharecapital for the purpose of minimum public offer, paid up equity share capital of Rs. 4,86,08,630/- comprising of48,60,863 equity shares of Rs. 10/- each is considered in terms of Regulation 21(5) of SEBI Takeover Regulationswhich provides that for the purpose of determining minimum 20% of the voting capital of the Company, votingrights as at the expiration of 15 days after the closure of the proposed public offer shall be reckoned. There areno partly paid up equity shares in the books of GPEL.

2.2.5 The Offer is not conditional on any minimum level of acceptance and the Acquirers will be obliged to acquire allthe equity shares tendered in response to the Offer, subject to a maximum of 9, 72,173 equity shares that aretendered in the valid form in terms of this Offer subject to the terms and conditions mentioned in the PA and theLetter of Offer (“LOF”) to be mailed to the equity shareholders of GPEL.

2.2.6 The Acquirers may purchase additional shares of GPEL from the open market or through negotiation or otherwise,after the date of the PA in accordance with Regulation 20(7) of Takeover Regulations and the details of suchacquisition, if any, will be disclosed by the Acquirers within 24 hours of such acquisition to the Stock Exchangeswhere the equity shares of GPEL are listed and to the Manager to the Offer in terms of Regulation 22(17) of theTakeover Regulations.

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2.2.7 The PA was published in the newspapers in terms of Regulation 15(1) of SEBI Takeover Regulations onNovember 28, 2007 and the details of the same are as follows:

Language Name of Newspaper Editions

English Financial Express All editions*

Hindi Jansatta All editions

Marathi Navshakti Mumbai**

*except Ahmedabad, Lucknow and Pune where material could not be reached in time due to logistical problemsand was released next day i.e. on November 29, 2007

** Registered Office of GPEL is situated at Mumbai and shares of GPEL are most frequently traded on BSE.

A copy of the PA is also available on SEBI web site at www.sebi.gov.in

The contents of the PA completely cover each and every detail specified in the Format of the disclosure to bemade in the PA as required in terms of the SEBI Takeover Regulations. The PA has also been sent not only toevery stock exchange where the shares are listed, but also to GPEL as per the requirements of Regulation15(2) of SEBI Takeover Regulations.

2.2.8 In case of any upward revision in the Offer Price by the Acquirers at any time up to seven working days prior tothe date of closure of the Offer i.e. Wednesday – February 6, 2008, the same would be announced in the abovementioned newspapers and the revised Offer Price would be payable by the Acquirers for all Shares tenderedat anytime during the Offer and accepted under the Offer.

2.2.9 The Acquirers do not hold any shares of GPEL as on the date of the PA and have not acquired any Shares ofGPEL from the date of PA till the date of this Letter of Offer.

2.2.10 The Shares acquired by the Acquirers, pursuant to this Offer, will be free from all liens, charges and encumbrancesand together with all rights attached thereto, including the right to all dividends, bonus and rights declaredhereafter.

2.2.11 There has been no competitive bid.

2.2.12 As the Offer Price cannot be revised during seven working days prior to the date of closure of this Offer, itwould, therefore, be in the interest of Shareholders to wait till the commencement of that period to know thefinal Offer Price and tender their acceptance accordingly.

2.2.13 This Offer is being made to all Shareholders of GPEL except the parties to SPA viz (i) the Acquirers and (ii) theSellers i.e. the Promoters of GPEL.

2.3 Reasons for the acquisition, rationale/ object of the Offer and future plans

2.3.1 Substantial acquisition of shares and voting rights accompanied with change in control and management is thereason and rationale for the acquisition of the above mentioned equity stake in the paid up equity share capitalof GPEL by the Acquirers as strategic investment is the object and purpose of this acquisition. Therefore, thisOffer is being made in accordance with Regulation 10 and 12 of the Takeover Regulations.

2.3.2 Pursuant to substantial acquisition, the Acquirers will be in control of the management of the Company. TheAcquirers do not currently have any plans to dispose of or otherwise encumber any assets of GPEL in the twoyears from the date of the closure of this Offer except in the ordinary course of business. Acquirers herebyundertake not to sell, dispose of or otherwise encumber any substantial assets of GPEL except with the priorapproval of the shareholders of GPEL. The Acquirers would take appropriate decisions in the aforesaid matters,as per the requirements of business and in line with opportunities or changes in the economic scenario, fromtime to time.

2.3.3 The Acquirers propose to reconstitute the board of directors of GPEL upon completion of open offer formalitiesand the Acquirers or their authorized representatives, who will be in control of the management of the Company,will take decisions regarding the future course of the Company.

3. BACKGROUND OF THE ACQUIRERS

Aarti Management Consultancy Private Limited, Aditi Management Consultancy Private Limited and Anjoss TradingCompany Private Limited are the Acquirers. No other person / individual / entity is acting in concert with the Acquirersfor the purposes of this Offer.

Due to the operation of Regulation 2(1)(e) of SEBI Takeover Regulations, there may be persons who could be deemedto be persons acting in concert. However, they are not acting in concert with the Acquirers for the purpose of this offer.

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Aarti Management Consultancy Private Limited (“Aarti”) - Acquirer

3.1 Aarti was incorporated on March 8, 2001 as a private limited company with its registered office and corporate office at2nd Floor, 16, Alli Chambers, Nagindas Master Road, Fort, Mumbai 400 001 under the provisions of the CompaniesAct, 1956. Tel No. 91 22 22679245.

3.2 Aarti was formed to carry on the business of consultants, advisors and counselors and to provide consulting, advisoryand counseling services and to carry out investment activities in all areas of industry, commerce and business and soon. Presently, Aarti is engaged inter alia in consultancy business and investment activities.

3.3 Aarti was promoted by Mr. Jaydev M. Mody and Mrs. Zia J. Mody and presently they are in control of the Company. Itbelongs to Jaydev M Mody group. Aarti has not promoted any company.

3.4 The paid up equity share capital consists of 10,000 Equity Shares of Rs. 10/- each aggregating to Rs. 1,00,000/- andthe entire paid up equity share capital is held by the promoters. Mrs. Zia J. Mody, one of the promoters of Aarti, holds1,125 equity shares in GPEL as on the date of the Public Announcement.

3.5 Being a private limited company, its shares are not listed on any Stock Exchange.

3.6 As on the date of the PA, Aarti did not hold any shares in GPEL and therefore, the relevant provisions of Chapter II ofSEBI Takeover Regulations are not applicable.

3.7 Brief audited financial details for the last three financial years as well as for the half year ended September 30, 2007are as follows :

(Rs. in Lakhs)

Profit & Loss Statement Year ended Year ended Year ended Half Year31.03.05 31.03.06 31.03.07 ended 30.09.07

Income from operations 479.86 - * 69.84 228.81

Other Income - - - -

Total Income 479.86 - 69.84 228.81

Total Expenditure(excl. Depreciation and interest) 0.17 2.90 7.81 6.96

Profit Before Depreciation Interest and Tax 479.69 (2.90) 62.03 221.85

Depreciation - - - -

Interest - 0.01 0.01 -

Profit Before Tax 479.69 (2.91) 62.02 221.85

Provision for Tax 103.00 - 12.50 49.75

Profit After Tax 376.69 (2.91) 49.52 172.10

* The Company earned no income as (a) there were no transactions in shares, (b) there was no dividend income and(c) lending was interest free.

(Rs. in Lakhs)

Balance Sheet Statement As on As on As on As on31.03.05 31.03.06 31.03.07 30.09.07

Sources of funds

Paid up share capital 1.00 1.00 1.00 1.00

Reserves and Surplus (excludingrevaluation reserves) 398.54 395.63 448.18 620.45

Total miscellaneous expenditurenot written off (0.08) (1.08) (0.96) (0.90)

Networth 399.46 395.55 448.22 620.55

Secured loans - - - -

Unsecured loans 96.99 875.36 5168.29 5096.20

Total 465.45 1270.91 5616.51 5716.75

Uses of funds

Net fixed assets - - - -

Investments 205.54 293.94 456.63 478.83

Net current assets 290.91 976.97 5159.88 5237.92

Total 496.45 1270.91 5616.51 5716.75

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Other Financial Data Year ended Year ended Year ended Half Year31.03.05 31.03.06 31.03.07 ended 30.09.07

Dividend (%) 25% - - -

Earnings Per Share 3766.90 (29.10) 495.20 1721.00

Return on Networth (%) 94.30% -0.74% 11.05% 27.73%

Book Value Per Share 3994.60 3955.50 4482.20 6205.50

Statutory Auditors of Aarti confirmed that the requirement with respect to adjustments to financial statements, requiredas per Clause 11 (a) to (e) of Standard Letter of Offer format of SEBI with respect to Open Offer as per SEBI TakeoverRegulations are not applicable and therefore are not relevant.

Significant accounting policies: Financial statements are prepared under the historical cost convention, in accordancewith the Accounting Standards applicable in India. The Company follows the mercantile system of accounting andrecognizes income and expenditure on accrual basis.

There are no major contingent liabilities in the books of Aarti.

3.8 Details of the board of directors of Aarti are as follows:

Name Designation Residential Date of Qualification ExperienceAddress Appointment

Jaydev Mukund Director Barry Villa, 2, Tejpal Road, 08.03.2001 B.A. Over 20 years ofMody Krishna Sangi Path, experience in Real

Gamdevi,Mumbai 400 007. Estate Developmentand consultancybusiness. Also wellversed withmanagement andstrategicdevelopment ofbusinesses.

Girish Govind Director Flat No. 3, 08.03.2001 B.Sc., LL.B., Experienced in theParalikar Shubhanand Apartments, ACS functions of the

Vadala Pathardi Road, Secretarial department,Indiranagar, finance and generalNasik 422 009. administration.

Usha Mukund Mody Director Barry Villa, 2, Tejpal Road 31.08.2005 Matriculate Experience inKrishna Sangi Path, administration.Gamdevi,Mumbai 400 007.

None of the above directors is on the board of GPEL.

Aditi Management Consultancy Private Limited (“Aditi”) - Acquirer

3.9 Aditi was incorporated on July 6, 1999 as a private limited company in the name of Robert Management ConsultancyPrivate Limited with its registered office and corporate office at 2nd Floor, 16, Alli Chambers, Nagindas Master Road,Fort, Mumbai 400 001 under the provisions of the Companies Act, 1956. The name was changed to Aditi ManagementConsultancy Private Limited on November 2, 2000. Tel No. 91 22 22679245.

3.10 Aditi was formed to carry on the business of consultants, advisors and counselors and to provide consulting, advisoryand counseling services and to carry out investment activities in all areas of industry, commerce and business and soon. Presently, Aditi is engaged inter alia in consultancy business and investment activities.

3.11 Aditi was promoted by Mr. Jaydev M.Mody and Mrs. Zia J. Mody and presently they are in control of the Company. Itbelongs to Jaydev M Mody group. Aditi has not promoted any company.

3.12 The paid up equity share capital consists of 10,000 Equity Shares of Rs. 10/- each aggregating to Rs. 1,00,000/- andthe entire paid up equity share capital is held by the promoters. Mrs. Zia J. Mody, one of the promoters of Aditi, holds1,125 equity shares in GPEL as on the date of the Public Announcement.


3.14 As on the date of the PA, Aditi did not hold any shares in GPEL and therefore, the relevant provisions of Chapter II ofSEBI Takeover Regulations are not applicable.

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3.15 Brief audited financial details for the last three financial years as well as for the half year ended September 30, 2007are as follows : (Rs. in Lakhs)




Total Income 479.87 - 56.26 242.59

Total Expenditure (excl. Depreciationand interest) 1.35 4.16 7.10 5.30



Interest - 0.01 0.01 -



Profit After Tax 375.52 (4.17) 39.65 185.29

* The Company earned no income as (a) there were no transactions in shares, (b) there was no dividend income and(c) lending was interest free. (Rs. in Lakhs)


Sources of funds




Networth 377.72 372.54 415.12 600.47


Unsecured loans 125.61 889.28 2349.75 1646.96

Total 503.33 1261.82 2764.87 2247.43

Uses of funds


Investments 130.11 244.61 700.55 773.73


Total 503.33 1261.82 2764.87 2247.43


Dividend (%) 25% - - -

Earning Per Share 3755.20 (41.70) 396.50 1852.90



Statutory Auditors of Aditi confirmed that the requirement with respect to adjustments to financial statements, requiredas per Clause 11 (a) to (e) of Standard Letter of Offer format of SEBI with respect to Open Offer as per SEBI TakeoverRegulations are not applicable and therefore are not relevant.

Significant accounting policies: Financial statements are prepared under the historical cost convention, in accordancewith the Accounting Standards applicable in India. The Company follows the mercantile system of accounting andrecognises income and expenditure on accrual basis.

There are no major contingent liabilities in the books of Aditi.

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3.16 Details of the board of directors of Aditi are as follows:




Girish Govind Director Flat No. 3, 22.09.2000 B.Sc., LL.B., Experienced in theParalikar Shubhanand Apartments, ACS functions of the

Vadala Pathardi Road, Secretarial department,Indiranagar, finance and generalNasik 422 009. administration.



Anjoss Trading Company Private Limited (“Anjoss”) - Acquirer3.17 Anjoss was incorporated on May 26, 1999 as a private limited company in the name of Jyeshtha Trading Private

Limited with its registered office and corporate office at 2nd Floor, 16, Alli Chambers, Nagindas Master Road, Fort,Mumbai 400 001 under the provisions of the Companies Act, 1956. The name was changed to Anjoss Trading PrivateLimited on November 20, 2000. Tel No. 91 22 2267 9245.

3.18 Anjoss was formed to carry on the business of investment activities and as general merchants, traders and dealers ingoods, commodities and merchandise on ready and forward basis, importers and exporters, brokers and agents,commission agents, distributors, stockists and indenting agents. Presently, the Company is engaged inter alia inconsultancy business and investment activities.

3.19 Anjoss was promoted by Mr. Jaydev M.Mody and Mrs. Zia J. Mody and presently they are in control of the Company.It belongs to Jaydev M Mody group. Anjoss has not promoted any company.

3.20 The paid up equity share capital consists of 10,000 Equity Shares of Rs. 10/- each aggregating to Rs. 1,00,000/- andthe entire paid up equity share capital is held by the promoters. Mrs. Zia J. Mody, one of the promoters of Anjoss, holds1,125 equity shares in GPEL as on the date of the Public Announcement.


3.22 As on the date of the PA, Anjoss did not hold any shares in GPEL and therefore, the relevant provisions of Chapter IIof SEBI Takeover Regulations are not applicable.

3.23 Brief audited financial details for the last three financial years as well as for the half year ended September 30, 2007are as follows : (Rs. in Lakhs)




Total Income 479.82 - 51.54 228.78




Interest - 0.01 0.01 -



Profit After Tax 374.06 (5.36) 27.25 172.59

* The Company earned no income as (a) there were no transactions in shares, (b) there was no dividend income and(c) lending was interest free.

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(Rs. in Lakhs)


Sources of funds




Networth 369.31 362.94 393.14 565.79


Unsecured loans 365.99 1228.09 2223.92 1876.22

Total 735.30 1591.03 2617.06 2442.01

Uses of funds


Investments 360.04 523.83 612.75 615.79


Total 735.30 1591.03 2617.06 2442.01


Dividend (%) 25% - - -

Earnings Per Share 3740.60 (53.60) 272.50 1725.90



Statutory Auditors of Anjoss confirmed that the requirement with respect to adjustments to financial statements, requiredas per Clause 11 (a) to (e) of Standard Letter of Offer format of SEBI with respect to Open Offer as per SEBI TakeoverRegulations are not applicable and therefore are not relevant.

Significant accounting policies: Financial statements are prepared under the historical cost convention, in accordancewith the Accounting Standards applicable in India. The Company follows the mercantile system of accounting andrecognises income and expenditure on accrual basis.

There are no major contingent liabilities in the books of Anjoss.

3.24 Details of the board of directors of Anjoss are as follows:






Relation between the AcquirersAarti, Aditi and Anjoss are group companies belonging to Jaydev M Mody group. The Acquirers have not entered intoany formal agreement with respect to the acquisition of shares of GPEL through this Offer. Equity shares that would betendered in the valid form in terms of this Offer will be transferred in favour of the Acquirers proportionately or in theratio to be decided by them upon the closure of the open offer.

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Disclosure in terms of Regulation 16(ix) of SEBI Takeover Regulations and future plans/strategies of the Acquirerswith regard to GPEL

1. Substantial acquisition of shares and voting rights accompanied with change in control and management is thereason and rationale for the acquisition of the above mentioned equity stake in the paid up equity share capital ofGPEL by the Acquirers as strategic investment is the object and purpose of this acquisition.

2. Pursuant to substantial acquisition, the Acquirers will be in control of the management of the Company. TheAcquirers do not currently have any plans to dispose of or otherwise encumber any assets of GPEL in the twoyears from the date of the closure of this Offer except in the ordinary course of business. Acquirers hereby undertakenot to sell, dispose of or otherwise encumber any substantial asset of GPEL except with the prior approval of theshareholders of GPEL. The Acquirers would take appropriate decisions in the aforesaid matters, as per therequirements of business and in line with opportunities or changes in the economic scenario, from time to time.

3. The Acquirers or their authorized representatives, who will be in control of the management of the Company, willtake decisions regarding the future course of the Company.

4. The Acquirers do not have any specific future plans for GPEL and the authorized representatives of the Acquirers,who will be in control of the management of GPEL, will take appropriate decisions in this regard.

4. DISCLOSURE WITH REGARD TO CONTINUOUS LISTING

The minimum public shareholding required for continuous listing of the equity shares of GPEL is 25% (twenty five) ofthe total issued equity share capital. The Acquirers entered into a SPA with the existing promoters of GPEL to acquiretheir entire shareholding i.e. 61.95% of the current paid-up equity share capital and making this offer to acquire upto20% of the paid up equity share capital.

Post open offer, if the public shareholding falls to a level below the minimum public holding required for continuouslisting, the Acquirers have undertaken to take necessary steps to facilitate compliance of GPEL with the relevantprovisions thereof in terms of the provisions of regulation 21(2) of SEBI Takeover Regulations (i.e., to enable GPEL toraise the level of public shareholding, to the levels specified for continuous listing specified in the listing agreementwith the stock exchanges, within the prescribed period).

Therefore, pursuant to this Offer, there will be no violation of Clause 40A of the listing agreement of GPEL with thestock exchanges on which its equity shares are listed and the equity shares will continue to be listed.

5. BACKGROUND OF THE TARGET COMPANY – GPEL

5.1 GPEL was incorporated on September 23, 1982 as a private limited company in the name of G. P. Electronics PrivateLimited under the Companies Act, 1956. It was converted into a public limited company on July 16, 1984 and the namewas changed to G. P. Electronics Ltd. The registered office of the Company is situated at Peninsula Spenta, MathuradasMills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013; Telephone No: 91 22 66154615; Fax No: 91 226615 4593. The plant is located at Plot No B-87, MIDC Ambad, Nasik 422 010.

5.2 The Main objects of the Company are:

a) To carry on business as manufacturers of and dealers in Electronic instruments, Miscellaneous Electric Equipment,Magnetic Tapes, Ferrite Rods, Capacitors, Connectors, Micro Switches, Electronic Switching Equipment, PowerDiodes, Rectifiers, Integrated Circuits, Resistors, Reed relays and switches, Printed Circuit Boards, and Computers,Mini-computers, Micro-processor Based systems and allied items.

b) To carry on business as manufacturers of and dealers in Electronic instruments, Electronic and Electric equipment,Electronic Components, Magnetic Tapes, Ferrite Rods, Hard and Soft Ferrites, Capacitors, Connectors, MicroSwitches, Electronic Switching Equipment, Power Diodes, Rectifiers, Integrated Circuits, Resistors, Reed relaysand switches, Printed Circuit Boards and Computers, Mini-Computers and Micro-processor Based systems.

5.3 The main promoter of the Company is Mrs. Urvi A. Piramal. She has done her B.Sc from Mumbai University and alsoattended the Advanced Management Program at the Harvard Business School in 1993. She is the Chairperson of theCompany and also plays an important role in formulating and executing the Ashok Piramal Group’s strategies. TheAshok Piramal Group has interests inter alia in Textiles (Morarjee Textiles Limited), Real Estate (Peninsula LandLimited), Retail (Piramyd Retail Limited), Cutting Tools (Miranda Tools) and Auto Electrical Components (PMPComponents Ltd).

5.4 Other promoters are Highzone Mercantile Company Private Limited, Supersoft Mercantile Company Private Limitedand Surewin Trading Company Private Limited who form part of Ashok Piramal Group.

Highzone is a part of the Ashok Piramal Group incorporated on January 20, 2005 under the Companies Act, 1956 andhas its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai400 013. Highzone is engaged in the business in India or abroad as Traders, Brokers, Importers, Exporters, etc. Theissued and paid-up share capital of Highzone consists of 10,000 equity shares of Rs.10/- each owned by Mrs. Urvi A.

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Piramal and Mr. Rajeev A. Piramal. Mrs. Urvi A. Piramal, Mr. Rajeev A. Piramal and Ms. Rupali Piramal are on theBoard of Directors of the company.

Supersoft is a part of the Ashok Piramal Group incorporated on January 18, 2005 under the Companies Act, 1956 andhas its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai400 013. Supersoft is engaged in the business in India or abroad as Traders, Brokers, Importers, Exporters, etc. Theissued and paid-up share capital of Supersoft consists of 10,000 equity shares of Rs.10/- each owned by Mrs. Urvi A.Piramal and Mr. Harshvardhan A. Piramal. Mrs. Urvi A. Piramal, Mr. Harshvardhan A. Piramal and Mrs. ReshmaPiramal are on the Board of Directors of the company.

Surewin is a part of the Ashok Piramal Group incorporated on January 20, 2005 under the Companies Act, 1956 andhas its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai400 013. Surewin is engaged in the business in India or abroad as Traders, Brokers, Importers, Exporters, etc. Theissued and paid-up share capital of Surewin consists of 10,000 equity shares of Rs.10/- each owned by Mrs. Urvi A.Piramal and Mr. Nandan A. Piramal. 114, 1% non-cumulative preference shares of Rs.10,000/- each are owned byPiramal Polymers Limited. Mrs. Urvi A. Piramal, Mr. Nandan A. Piramal, Mr. Jaydev Mody, Mr. Mahesh Gupta and Mr.Bharat Sanghavi are on the Board of Directors of the company.

5.5 GPEL is a leading manufacturer of hard ferrite permanent magnets (Anisotropic & Isotropic). It manufactures arcmagnets (segment magnets) and Isotropic rings and is one of the leading manufacturer and suppliers of magnets usedin Magneto of two wheelers, Starter Motor of Two wheeler, Three Wheelers and Four wheeler, Wiper Motor of FourWheeler, Industrial Stirrer, Solar Fans and Bicycle dynamo. GPEL manufactures 98% anisotropic & 2% of isotropicand the products are used in diversified applications in consumer electronics and other industries. One third of theproduction is exported to Europe.

The Company was established with technical know how from TKS Japan and in 1998, the Company entered into atechnical collaboration with TDK Corporation, Japan.

5.6 Ferrite magnets are a low cost solution to an endless list of magnetic applications. Arc / Segments are used in Two/Three Wheelers, DC Motors, Stepper Motors, Generators and Wiper Motors. Isotropic sleeves are used in Dynamos,Toys, Novelties, wiper motors etc. Rings are used in Consumer Electronics, Speakers, PA Systems and Horns,Telephones and Headphones. Presently, the Company has discontinued manufacture of Rings. G.P.Electronics hasbeen supplying its products /services to numerous customers for diversified applications and the customers’ profileranges from large & medium public sectors to private sectors/industries. Indicative sectors / industries are ConsumerElectronics Sector, Engineering, Telecommunication Sector and Power Sector.

GPEL entered the capital market with a public issue of 12,49,500 equity shares of Rs. 10/- for cash at par aggregatingto Rs. 1,24,95,000/- in 1985. The issue opened on July 9, 1985 and closed on July 19, 1985. Out of 12,49,500 equityshares 5,00,000 equity shares were reserved and allotted to the promoters and out of remaining 7,49,500 equityshares 49,500 equity shares were reserved and allotted on a preferential basis to employees and business associatesof the company. Balance 7,00,000 equity shares were offered to public for subscription.

5.7 There were no mergers, de-mergers and/or spin-offs involving GPEL during the last three years.

5.8 The equity capital structure of GPEL as on the date of the PA was as under:

Shares No of equity % of equityshares / voting shares / voting

rights rights

Fully paid-up equity shares of Rs. 10/- (Rupees Ten only) each 48,60,863 100.00

Partly paid-up equity shares - -

Total paid up equity shares of Rs. 10/- (Rupees Ten only) each 48,60,863 100.00

Total voting rights in Target Company 48,60,863 100.00

There were no outstanding convertible instruments as on the date of the PA and as on the date of letter of offer.

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5.9 Details of share capital history of GPEL as on the date of this Letter of Offer are as under:

Date of No. of Cumulative Percentage Mode of Identity of Status ofallotment Shares (Total No. of (No. of New Allotment allottees Compliance

Shares after Shares/ No.New Shares) of Old Shares)

25.09.82 50 50 __ On subscription Ex-Promoters Complied with requisiteof MoA provisions of law

28.12.82 450 500 900% Allotment to Ex-Promoters Complied with requisitepromoters provisions of law

09.09.85 12,49,500 12,50,000 2,49,900% Public Issue Public Complied with requisiteprovisions of law

30.09.91 11,90,575 24,40,575 95.25% Conversion of Holders of Complied with requisitePCDs PCDs provisions of law

10.11.94 8,00,000 32,40,575 24.69% Preferential Artemis Investments Complied with requisiteAllotment Pvt. Ltd., Bacchus provisions of law

Investments Pvt. Ltd.,Melody InvestmentsPvt. Ltd., SwiftInvestments Pvt. Ltd.

09.11.95 16,20,288 48,60,863 33.33% Bonus Issue Existing holders of Complied with requisite PCDs provisions of law

5.10 Details of change in the shareholding of the promoters of GPEL are as follows:

Date Particulars No of Shares Cumulative Shares Cumulative % Compliance

1996-97 Opening Balance 2,465,625 2,465,625 50.72

05.09.1997 Purchase 421,872 2,887,497 59.40 Requisite Provisions ofLaw were Complied with

Purchase 144,460 3,031,957 62.37 ‘’

28.04.1999 26,800

07.05.1999 5,400 ‘’

11.06.1999 1,150

18.06.1999 4,700

06.08.1999 4,800 ‘’

24.09.1999 100

19.11.1999 475 ‘’

08.03.2000 47,035

05.04.2000 54,000 ‘’

12.05.2000 Purchase 700 3,032,657 62.39

Purchase 104,275 3,136,932 64.53

11.05.2001 71,925

01.09.2001 32,050

05.11.2001 Sale (71,925) 3,065,007 63.05

25.11.2001 300

17.03.2006 Purchase 3,021,807 6,086,814 - As per Scheme ofAmalgamation

17.03.2006 Sale (3,021,807) 3,065,007 63.05

10.08.2007 Sale (54,200) 3,010,807 61.94

Scheme 1: A Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 in respect of ArtemisInvestments Private Limited, Bacchus Investments Private Limited, Melody Investments Private Limited, SwiftInvestments Private Limited and Elphin Investments Private Limited (collectively known as “Transferor Companies”)with Supersoft Mercantile Company Private Limited, Highzone Mercantile Company Private Limited and Surewin TradingCompany Private Limited (collectively known as “Transferee Companies”) and their respective shareholders was passedby the High Court of Judicature of Bombay vide its order dated July 22, 2005. Pursuant to the Scheme of Amalgamation,the shares held by the Transferor Companies in GPEL was equally taken over by the Transferee Companies. TheScheme became operative from the Appointed Date i.e. April 1, 2005 and the Effective Date was September 30, 2005.

Scheme 2: A Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 in respect of WeltallInvestments Private Limited (“Transferor Company”) with Piramal Polymers Limited (“Transferee Company”) and theirrespective shareholders was passed by the High Court of Judicature of Bombay vide its order dated July 1, 2005.Pursuant to the Scheme of Amalgamation, the shares held by the Transferor Company in GPEL was taken over by the

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Transferee Company. The Scheme became operative from the Appointed Date i.e. April 1, 2005 and the Effective Datewas August 30, 2005.

5.11 Compliance of SEBI Takeover Regulations: The following major shareholders [also promoters of GPEL] of GPEL wererequired to comply and who have duly complied with the requirements of Chapter II of the SEBI Takeover Regulations.There were no other shareholders holding the required percentage of voting capital so as to warrant disclosure underChapter II:

Sr. Name & Address Telephone No. No of Shares %No. Fax No.

1 Highzone Mercantile Company Private Limited Tel 91 22 6615 4615 10,03,602 20.65Fax 91 22 6615 4593

2 Supersoft Mercantile Company Private Limited Tel 91 22 6615 4615Fax 91 22 6615 4593 10,03,602 20.65

3 Surewin Trading Company Private Limited Tel 91 22 6615 4615Fax 91 22 6615 4593 10,03,603 20.65

5.12 GPEL has complied with the provisions of Chapter II of SEBI Takeover Regulations except for 3 days delay in 1999and 5 days delay in 2000 in complying with the provisions of Regulation 8(3) of SEBI Takeover Regulations. Suitableaction would be initiated by SEBI at a later stage for this non compliance.

The company has also complied with other provisions of Takeover Regulations and other applicable provisions ofSEBI Act and other statutory requirements.

5.13 The Shares of the Company have not been suspended at any time in the ordinary course. There have not been anylisting agreement violations by the Company in the past. No punitive action against the company has been initiated bythe Stock Exchanges.

5.14 The Company’s management is vested with the Board of Directors. The composition of the Board of Directors as on thedate of PA is as under:


Ms. Urvi A. Piramal Non-Executive 61A, Piramal House, 22.01.1997 Science Graduate 25 yearsDirector Pochkhanwala Road, Worli, & Advanced

Mumbai 400 025 ManagementProgram fromHarvard BusinessSchool

Vice Adml.S.Jain Independent 7/17, Sarv Priya Vihar, 29.11.1994 Masters Degree 44 years(Retd.) Director 2nd Floor, in Defence

New Delhi 110 016 Economics,Washington, USA

Mr. M.J. Tibrewala Independent 2A, Saker Apartments, 28.06.1986 Science Graduate 50 yearsDirector Pochkhanwala Road, Worli,

Mumbai 400 025

Mr. Ranjan Sanghi Independent 21, Mistry Court, 4th Floor, 29.11.1994 Law Graduate 45 yearsDirector Dinshaw Vachha Road, B.Com / LLB

Mumbai 400 020

Mr. S.N. Somani Non-Executive 1002, Orchid, Vasant 27.07.2004 Masters in 27 yearsDirector Valley Complex, Business

Film City Road, Malad (E), Management &Mumbai 400 097 Degree in

Mechanical Engg.

Mr. Shreyas K. Doshi Independent 161, Neelamber, 06.07.1995 Graduate & in the 34 yearsDirector 37, Dr.Gopalrao Deshmukh business of Gem

Marg, Peddar Road, & Jewellery forMumbai 400 026 the last 34 years

Mr. Shyam B. Ghia Independent Ghia Mansion, 14.03.1985 Management 37 yearsDirector 18, Carmichael Road, Graduate

Mumbai 400 026

Mr. Sunil M. Kulkarni Non-Executive 6, Sankalpita, 16th Road, 18.05.2007 B.E.Mechanical & more than 34 yearsDirector Bandra (West), Marine and

Mumbai 400 050 M.E. Design

None of the above directors represents the Acquirers.

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5.15 Brief audited financial details of GPEL for the last 3 years and unaudited financials for the subsequent period ascertified by the statutory auditors are as follows:

(Rs. in Lakhs)

Profit & Loss Statement Year ended Year ended Year ended Half Year31.03.05 31.03.06 31.03.07 ended 30.09.07*

Income from operations 1289.35 655.82 708.70 428.74

Other Income 116.90 68.76 56.98 25.11

Total Income 1406.25 724.58 765.68 453.85



Depreciation 228.75 236.86 251.38 76.60

Interest 7.15 2.65 2.27 0.57

Profit Before Tax (57.05) (396.06) (233.19) (75.53)

Provision for Tax - - - -

Profit After Tax (57.05) (396.06) (233.19) (75.53)

* certified by the Statutory Auditors

(Rs. in Lakhs)

Balance Sheet Statement As on As on As on31.03.05 31.03.06 31.03.07

Sources of funds

Paid up share capital 486.09 486.09 486.09

Reserves and Surplus (excludingrevaluation reserves) 1156.07 1156.07 765.32

Total miscellaneous expenditure not written off (53.59) (515.01) (389.82)

Networth 1588.57 1127.15 861.59

Secured loans 15.38 30.94 -

Unsecured loans 40.63 38.93 33.82

Deferred Tax Liability 96.13 96.13 128.50

Revaluation Reserves 35.04 35.04 35.04

Total 1775.75 1328.19 1058.95

Uses of funds

Net fixed assets (incl. CW IP) 903.86 747.26 539.15

Investments 9.07 - -

Net current assets 862.82 580.93 519.80

Total 1775.75 1328.19 1058.95

Other Financial Data Year ended Year ended Year ended31.03.05 31.03.06 31.03.07

Dividend (%) - - -

Earning Per Share (1.17) (9.49) (5.46)

Return on Networth (%) -3.58% -40.93% -30.82%

Book Value Per Share 32.68 23.19 17.73

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5.16 Reasons for rise / shortfall in Total Income and PAT for the last 3 years:

(Rs. in Lakhs)

2007 2006 2005

Total Income 765.68 724.58 1377.66

PAT (233.19) (396.06) (57.05)

The Company manufactures hard ferrite magnets which are used by consumer electronics and automobile industry.Speaker ring magnets are used by consumer electronics industry and segments are used by automobile industry. Dueto lower costs and large production volumes, China has become the only country producing speaker ring magnets inthe world. India had six ferrite magnet producers but four have closed down in the last 10 years. The entire Indianrequirement of speaker ring magnets is met by imports from China. Apart from G.P. Electronics, one more IndianCompany is in the business. Both the Companies are only producing for the auto industry.

In view of the discontinuation of the speaker ring production, due to cheap Chinese imports, the income from operationsis falling leading to shortfall in the Total Income & PAT for the last 3 years.

The operations were also adversely affected due to labour unrest at the plant from 12th April, 2005 to 1st March, 2006.

5.17 Shareholding pattern before and after the Offer (assuming full acceptances) as on the date of PA :

Shareholders’ category Shareholding & Shares /voting Shares/voting Share holding /voting rights prior rights agreed to be rights to be voting rights afterto the agreement/ acquired which acquired in open the acquisition

acquisition triggered off the offer (Assuming and offerand offer Regulations full acceptances)

(A) (B) (C) (A)+(B)+(C)=(D)

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

(1) Promoter Group

a. Parties to agreement, if any 30,10,807 61.95 (30,10,807) (61.95) – – – –

b. Promoters otherthan (a) above* – – – – – – – –

Total 1(a+b) 30,10,807 61.95 (30,10,807) (61.95) - - - -

(2) Acquirers

a. Aarti – – 10,03,602 20.65b. Aditi – – 10,03,602 20.65c. Anjoss – – 10,03,603 20.65

Total 2(a+b+c) – – 30,10,807 61.95 9,72,173 20.00 39,82,980 81.95

(3) Parties to agreement otherthan(1) (a) & (2) – – – – – – – –

(4) Public (other than partiesto agreement, acquirers)

a. FIs/MFs/FIIs/Banks, SFIs*b. Others

(No of shareholdersin Public category – 4,639)

Total (4)(a+b) 18,50,056 38.05 - - (9,72,173) (20.00) 8,77,883 18.05

GRAND TOTAL (1+2+3+4) 48,60,863 100.00 30,10,807 61.95 9,72,173 20.00 48,60,863 100.00

*3 Nationalised Banks i.e Bank of India and State Bank of India [2,275 shares], 2 schemes of UTI [5,950 shares], 4Mutual Funds i.e. LIC Mutual Fund, SBI Capital Markets, Stock Holding Corporation of India Ltd [1,535 shares], 3 NRIson non repatriable basis [390 shares] and 6 NRIs on repatriable basis [2,098 shares].

Note: No other person / individual / entity is acting in concert with the Acquirers for the purposes of this Offer andtherefore the reference to PACs has been deleted.

5.18 As on Friday-November 30, 2007 i.e. Specified Date, there were 4,655 Shareholders. All owners (registered orunregistered) of Shares of GPEL, [except the parties to SPA viz (i) the Acquirers and (ii) the Sellers i.e. the Promotersof GPEL], anytime before closure of the Offer, are eligible to participate.

5.19 As per the disclosure made in the Annual Report, GPEL has complied in all material respects with the requirements ofthe Corporate Governance Code as per Clause 49 of the Listing Agreement with the Stock Exchanges.

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5.20 The Compliance Officer:Mrs. Rupa DesaiPeninsula SpentaMathurada Mills Compound, Senapati Bapat MargLower Parel, Mumbai 400 013.Tel. No. 91 022 6615 4615 Fax No: 91 022 6615 4593

5.21 Pending litigations [these are not material in nature and therefore will not impact the open offer] as on November 28,2007 are as follows:

LABOUR DISPUTES

Sr.No. Suit No. Filed by Filed against Issue

1 ULP NO.36/01 Mr.Sachin Jondale G.P. Electronics Limited Reinstatement in service with backwages & continuity of service.

2 ULP NO.38/01 Mr. Nana V. Patil G.P. Electronics Limited Reinstatement in service with backwages & continuity of service.

3 ULP NO.39/01 Mr.Abhimanyu A. Waghmode G.P. Electronics Limited Reinstatement in service with backwages & continuity of service.

4 ULP NO.11/00 M/s.Laxman J. Mahajan, G.P. Electronics Limited Reinstatement in service with backVijay P. More, Kedar K. wages & continuity of service.Chagan, Suresh A. Mahaja,Vasant K. Lanke

5 ULP NO.194/05 G.P. Electronics Limited Nashik Workers Union Illegal Strike

6 ULP NO.222/05 G.P. Electronics Limited Nashik Workers Union Go slow

7 — — — Charter of demand referred foradjudication, submitted by NWU.

EXCISE DISPUTES

1 OIO NO.24/2002 Central Excise G.P. Electronics Limited Modvat disallowed for FY-1997-98dtd.28.08.2002 and 1998-99, an appeal has been filed

before Appelate Commissioner Excise

SERVICE TAX DISPUTES

1 NSK/IV/S.Tax/ Central Excise G.P. Electronics Limited Service Tax not paid on Plant set upGPL/CE/03 services provided by TDK Japandtd.14.07.2003

2 NSK/IV/S.Tax/ Central Excise G.P. Electronics Limited Service Tax not paid on Plant set upGPL/CE/04 services provided by TDK Japandtd.12.03.2004

INCOME TAX DISPUTES

1 A.Y.1990-91 Income Tax G.P. Electronics Limited Deduction u/s 80 HHC for the purposeof section 115J & Allowability ofdeprectiation

2 A.Y.1994-95 Income Tax G.P. Electronics Limited Deduction u/s 80 HHC - Whether toinclude excise duty and sales tax aspart of turnover

3 A.Y.2001-02 Income Tax G.P. Electronics Limited Penalty appeal - disallowance onaccount of excise duty paid on goodsreturned

4 A.Y.1995-96 Income Tax G.P. Electronics Limited

SALES TAX

1 F.Y.2002-03 Sales Tax G.P. Electronics Limited Disallowance of Form H

ADDITIONAL LITIGATIONS

1 —— Banker G.P. Electronics Limited Counter Guarantee given to OBC Bankof Rs.27.02 Lacs towards MumbaiCustoms

2 SCC No.7108/2005 G.P. Electronics Limited Delhi Electronics Towards dishonour of Chequeamounting to Rs.5.33 Lacs

5.22 All the shares of the company are listed on the stock exchanges.

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6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1 Justification of Offer Price

The Shares of GPEL are presently listed and traded on BSE and NSE. Further, there are no partly paid up equityshares in the books of GPEL.

During the six calendar months prior to the month in which the PA was made i.e. May 2007 to October 2007, the Shareswere traded on BSE and NSE. Details of trading during this period were as follows:

Stock Exchanges Total Shares traded Total No. of listed Annualized tradingShares turnover as a

% of total numberof listed Shares

BSE 2,03,156 48,60,863 8.36

NSE 18,742 48,60,863 0.77

Source: Bloomberg

As the annualized trading turnover, based on the trading during six calendar months i.e. May 2007 to October 2007 ismore than 5% of the total number of listed shares on BSE, the equity shares are deemed to be frequently traded onBSE within the meaning of the Explanation (i) of Regulation 20(5) of the Takeover Regulations.

Consequently, the minimum Offer Price to be computed for this Offer would be governed by Regulation 20(4) of theTakeover Regulations as per the applicable parameters as per the details given below:

(a) Negotiated price Rs. 11.63 per share

(b) Highest price paid by the Acquirers or the PACs for acquisition, if any, Not Applicableincluding by way of allotment in a public or rights or preferential issueduring the twenty six week period prior to the date of the PA

(c) Average of weekly high and low of the closing prices of GPEL for the 26 weeks Rs. 12.96 per shareperiod ended on November 27, 2007 i.e., the date preceding the PA, on thestock exchange, where the shares are most frequently traded i.e. BSE

(d) Average of daily high and low prices of GPEL for the 2 weeks period ended Rs. 13.99 per shareon November 27, 2007 i.e., the date preceding the PA, on the stock exchange,where shares are most frequently traded i.e. BSE

Average of the weekly high and low of the closing prices and volume data on BSE, where the Shares are mostfrequently traded, for the twenty six weeks period ended November 27, 2007 i.e. date preceding the date of the PA:

WkNo WeekEnding WeeklyHigh WeeklyLow WeeklyAverage Volume(Rs.) (Rs.) (Rs.) Traded

1 27.11.2007 16.25 14.11 15.18 37,725

2 20.11.2007 14.37 12.00 13.19 13,248

3 13.11.2007 12.36 11.76 12.06 2,911

4 06.11.2007 13.49 12.82 13.16 1,020

5 30.10.2007 13.49 12.50 13.00 4,659

6 23.10.2007 12.70 12.10 12.40 2,095

7 16.10.2007 13.00 12.60 12.80 5,300

8 09.10.2007 14.19 13.31 13.75 17,961

9 02.10.2007 14.55 13.90 14.23 13,014

10 25.09.2007 15.17 14.01 14.59 8,678

11 18.09.2007 14.88 13.64 14.26 15,648

12 11.09.2007 15.29 13.95 14.62 7,164

13 04.09.2007 15.00 13.75 14.38 6,474

14 28.08.2007 14.90 13.50 14.20 4,386

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WkNo WeekEnding WeeklyHigh WeeklyLow WeeklyAverage Volume(Rs.) (Rs.) (Rs.) Traded

15 21.08.2007 15.65 14.10 14.88 9,917

16 14.08.2007 14.90 13.60 14.25 10,091

17 07.08.2007 13.98 11.00 12.49 10,194

18 31.07.2007 12.37 11.63 12.00 1,775

19 24.07.2007 14.00 11.63 12.82 4,056

20 17.07.2007 13.25 12.03 12.64 11,350

21 10.07.2007 12.20 10.18 11.19 13,099

22 03.07.2007 10.97 10.45 10.71 1,070

23 26.06.2007 11.55 10.50 11.03 12,518

24 19.06.2007 11.61 11.00 11.31 443

25 12.06.2007 11.61 10.50 11.06 1,897

26 05.06.2007 11.00 10.54 10.77 8,999

Twenty six weeks average (Rs.) 12.96

Source: Bloomberg

Average of daily high and low prices for the two weeks period ended November 27, 2007 i.e. date preceding the dateof the PA:

Dates Daily High Daily Low Daily Average Volume(Rs.) (Rs.) (Rs.)

27.11.2007 16.25 15.55 15.90 18,762

26.11.2007 15.55 14.45 15.00 9,894

23.11.2007 14.81 13.46 14.14 5,848

22.11.2007 15.40 14.11 14.76 2,496

21.11.2007 15.00 14.85 14.93 725

20.11.2007 14.54 13.16 13.85 2,345

19.11.2007 13.89 13.50 13.70 2,348

16.11.2007 13.23 13.20 13.22 3,900

15.11.2007 12.60 12.00 12.30 2,741

14.11.2007 12.50 11.70 12.10 1,914

Two weeks Average (Rs.) 13.99

Source: Bloomberg

As the annualized trading turnover, based on the trading during six calendar months i.e. May 2007 to October 2007 isless than 5% of the total number of listed shares on NSE, the equity shares are deemed to be infrequently traded onNSE within the meaning of the Explanation (i) of Regulation 20(5) of the Takeover Regulations.

Consequently, the minimum Offer Price to be computed for this Offer would be governed by Regulation 20(5) of theTakeover Regulations as per the applicable parameters as per the details given below:

(a) Negotiated price Rs. 11.63 per share

(b) Highest price paid by the Acquirers or the PACs for acquisition, if any, Not Applicableincluding by way of allotment in a public or rights or preferential issueduring the twenty six week period prior to the date of the PA –

Other parameters based on the audited financial results for the year ended • Book Value per share Rs. 17.73on March 31, 2007 • Return on Net Worth (30.82)%

• Earning Per Share Rs. (5.46)• Since the EPS is negative,

P/E ratio and Offer P/E ratio arenot determined.

• Fair Value of the share [as perthe details given below]Rs. 8.13

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As the Equity Shares are deemed to be infrequently traded on NSE as per the details given above, so as to ascertainfair value of the equity shares of GPEL, in terms of the provisions of Regulation 20(5) of SEBI Takeover Regulations,the Acquirers have obtained a share valuation certificate dated November 27, 2007 from Mr. Dinesh C Bangar, Partner,(Membership No. 36247), Dinesh Bangar & Co, Chartered Accountants, 201, Rehman House, Nadirshah Sukhia Street,Off: Cawasji Patel Street, Fort, Mumbai 400001, an independent Chartered Accountant, keeping in view the decision ofthe Hon’ble Supreme Court of India in the case of Hindustan Lever Employee Union v. Hindustan Lever Limited, (1995)83 Comp Case 30. The said valuation report, prepared on the basis of Net Asset Value [Rs. 16.25 per share], ProfitEarning Capacity Value [Nil] and Market Value [Rs. 13.99 per share] as per the erstwhile guidelines of the Controller ofCapital Issues, indicated that the fair value of the equity share of GPEL based on the audited financial statements ason March 31, 2007 is Rs. 8.13 per equity share.

The Acquirers have not paid any other monetary consideration, whether by way of any non-compete fee or otherwise,or pursuant to any non-compete agreement for acquisition of the shares of GPEL.

The Offer Price of Rs. 20.00 per share is justified (a) in terms of Regulation 20(4) of the SEBI Takeover Regulations,applicable for companies whose shares are frequently traded in view of this offer price being more than the parametersspecified in Regulation 20(4) and (b) in terms of Regulation 20(5) of the SEBI Takeover Regulations, applicable forcompanies whose shares are infrequently traded in view of this offer price being more than the parameters specified inRegulation 20(5) and the Offer Price is justified as per regulation 20(11) of SEBI Takeover Regulations as statedabove.

The Acquirers are permitted to revise this Offer upward upto seven working days prior to the date of closure of theOffer. In the event of such revision, an announcement will be made in the same newspapers where the PA hasappeared and the revised offer price would be paid for all the shares tendered anytime during the Offer.

Based on the above, (a) the Manager to the Offer and (b) the Acquirers are of the opinion that the Offer Price of Rs.20.00 per equity share is justified.

It will be ensured that the Offer Price is higher than the highest price paid by the Acquirers for any acquisition of Sharesof GPEL, if any, from the date of PA i.e. Wednesday – November 28, 2007 up to seven working days prior to the closureof the Offer i.e. Wednesday – February 6, 2008.

6.2 Financial Arrangements

The maximum purchase consideration payable by the Acquirers in case of full acceptance of this Offer would be Rs.1,94,43,460/- [Rupees One Crore Ninety Four Lakhs Forty Three Thousand Four Hundred Sixty only] for acquisition of9,72,173 equity shares at the offer price of Rs. 20.00 [Rupees Twenty only] per share.

Mr. Amit Desai, FCA [Membership No: 32926], Amit Desai & Co, Chartered Accountants, 4/51 Tardeo Air ConditionedMarket, 5 Tardeo Road, Mumbai 400 034; Tel No / Fax No : 91 22 2351 2240; e-mail ID : [email protected] certified, based on the latest audited balance sheet and other relevant details incidental thereto, vide his letterdated November 26, 2007 that Acquirers have adequate financial resources to finance the above mentioned acquisitionof 9,72,173 equity shares to the extent of their obligations of the Offer.

The Acquirers have opened a cash escrow account with YES Bank Ltd, in their capacity as the Escrow Banker , havingtheir office at 9th Floor, Discovery of India Building, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400018 underthe name and style of “ AAA - GPE - Open Offer Escrow Account” and bearing No. 000 1802 00000 401 and depositedRs. 49,00,000/- being more than 25% of the total purchase consideration payable under the Offer assuming fullacceptance at the aforesaid offer price in accordance with Regulation 28 of the Takeover Regulations.

Funds lying in the cash escrow account represent more than 25% of the total purchase consideration payable underthe Offer assuming full acceptance at the aforesaid Offer Price in accordance with Regulation 28 of the SEBI TakeoverRegulations.

The Acquirers have confirmed that the funds lying in the above mentioned cash escrow account will be utilized exclusivelyfor the purpose of the Offer. The Acquirers have authorized the Manager to the Offer to operate the cash escrowaccount in compliance with Regulation 28 of the Takeover Regulations. The Acquirers and the Escrow Banker havemarked a lien on the a/c in favour of the Manager to the Offer.

In view of above, the Manager to the Offer is satisfied that firm arrangements for financial resources required toimplement the Offer i.e., funds and money for payment through verifiable means are in place to fulfill the obligations ofthe Acquirers under the Offer and is satisfied that the Acquirers have adequate resources to meet the financialrequirements of the Offer and ability to implement the Offer in accordance with the SEBI Takeover Regulations.

Note on resource availability to fund the acquisition and the open offer: The Acquirers entered into SPA with thepromoters of GPEL to acquire 30,10,807 fully paid up equity shares representing 61.95% of the current paid-up equityshare capital of GPEL for a total purchase consideration of Rs. 3,50,15,685.41 i.e. at a price of Rs. 11.63 per share.Further, the maximum purchase consideration payable by the Acquirers in case of full acceptance of this Offer wouldbe Rs. 1,94,43,460/- for acquisition of 9,72,173 equity shares of GPEL at the offer price of Rs. 20.00 per share. The

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Acquirers have adequate resources to (a) fund the acquisition of 30,10,807 equity shares pursuant to SPA and (b) fundthe open offer to acquire 9,72,173 equity shares. Escrow a/c was funded by loan from a shareholder of Aarti and theresources required to fund the open offer will be met through (i) investment in listed securities, (ii) recall of InterCorporate Deposits given to various companies and (iii) bank balances.

7. TERMS AND CONDITIONS OF THE OFFER

7.1 The Offer is being made by the Acquirers to all Shareholders of GPEL, whose names appeared in the Register ofMembers on Friday – November 30, 2007 i.e. Specified Date (ii) beneficial owners of the Shares of GPEL whosenames appeared as beneficiaries on the records of the respective Depositories, at the close of business hours onFriday – November 30, 2007 i.e. Specified Date and (iii) to those persons who acquire Shares of GPEL any time priorto the date of the closure of the Offer i.e. Saturday – February 16, 2008, but who are not the registered Shareholdersof GPEL, except the parties to SPA viz (i) the Acquirers and (ii) the Sellers i.e. the Promoters of GPEL.

7.2 The Offer is not subject to any minimum level of acceptance and the Acquirers will be obliged to acquire up to amaximum of 9,72,173 Shares of GPEL that are tendered in the valid form in terms of this Offer subject to the terms andconditions mentioned in the PA and this Letter of Offer. The Shares of GPEL that would be tendered in the valid formin terms of this Offer will be transferred in favour of the Acquirers proportionately or in the ratio to be decided by themupon the closure of the open offer.

7.3 The Offer will open on Monday – January 28, 2008, and close on Saturday – February 16, 2008.

7.4 The Shareholders who have accepted the Offer by tendering the requisite documents in terms of the PA / Letter ofOffer can withdraw the same up to three working days prior to the date of the closure of the Offer i.e. on or up toTuesday – February 12, 2008.

7.5 The instructions, authorizations and provisions contained in the Form of Acceptance cum Acknowledgment constitutean integral part of the terms of this Offer.

7.6 Each Shareholder of GPEL to whom this Offer is being made is free to offer his Shareholding in GPEL in whole or inpart while accepting the Offer. However, (i) the Acquirers and (ii) the Sellers i.e. the Promoters of GPEL are not eligibleto tender their Shares under the Offer.

7.7 The Shares will be acquired by the Acquirers free from all liens, charges and encumbrances and together with all rightsattached thereto, including the right to all dividends, bonus and rights declared thereafter.

7.8 The shares that are tendered in the Offer may be those held by Non-Resident Indians or persons resident outside Indiawho are not Non-Resident Indians, including Overseas Corporate Bodies, if any, holding shares in the Company whomay be persons not covered by specific provisions of the Foreign Exchange Management (Transfer or Issue of Securityby a Person Resident Outside India) Regulations, 2000. The Offer is therefore subject to the receipt of the approval, ifany, of the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder forthe acquisition of equity shares by the Acquirers from the aforesaid category of shareholders under the Offer and otherrelated matters. Manager to the Offer, vide their letter dated January 15, 2008 filed an application with RBI for approvalto the Acquirers to acquire equity shares of GPEL through open offer from the eligible non resident shareholders.

7.9 In case of delay in receipt of statutory approvals, as explained above, SEBI has power to grant extension of time to theAcquirers for payment of purchase consideration to eligible shareholders of the Company, subject to the Acquirersagreeing to pay interest as directed by SEBI, for the delayed period in terms of Regulation 22(12) of the TakeoverRegulations. If the delay occurs due to willful default of the Acquirers in obtaining requisite approvals, Regulation22(13) of the Takeover Regulations will become applicable.

7.10 To the best of the Acquirers’ knowledge, (a) no approval from banks / financial institutions of the Company is requiredfor the Acquirers to make this Offer and (b) other than the approvals mentioned aforesaid, no other statutory or regulatoryapproval is required for the Acquirers to proceed with the offer. If any other approvals are required or become applicablesubsequently, the Offer would be subject to such approvals. The Acquirers will have a right not to proceed with theOffer in the event the approvals are refused, in terms of Regulation 27(1)(b) of the Regulations.

7.11 There has been no competitive bid.

7.12 As the Offer Price cannot be revised during seven working days prior to the closing date of the Offer i.e. prior toWednesday – February 6, 2008, it would be in the interest of the Shareholders to wait till the commencement of thatperiod to know the final Offer Price and tender their acceptance accordingly.

7.13 The Manager to the Offer shall within a period of forty five days of the closure of the Offer inform BSE, NSE and SEBIas to level of acceptance received thereof.

7.14 The acceptance of the Offer of the Acquirers is entirely at the discretion of the Equity Shareholders of GPEL .TheAcquirers will not be responsible for any loss of share certificate(s) and Offer acceptance documents during transit andthe Shareholders of GPEL are advised to adequately safeguard their interests in this regard.

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7.15 The Acquirers will proceed with the Offer even if they are unable to obtain acceptance to the extent of 9,72,173 fullypaid-up Shares of face value of Rs. 10/- (Rupees Ten only) each of GPEL.

7.16 In the case of Shares acquired from non resident Shareholders, the Acquirers will not be responsible for any fall in thevalue of the rupee due to any fluctuation in the foreign exchange market on account of delay in the approval.

7.17 Accidental omission to dispatch this Letter of Offer to any person to whom this Offer has been made to or non-receiptof this Offer by any such person shall not invalidate the Offer in any way.

7.18 The acceptance must be unconditional and should be sent with the attached form duly filled in, signed by the applicantShareholder(s) which should be received by the Registrar to the Offer at the address mentioned in para no. 8.13 on orbefore Saturday – February 16, 2008. If any change or modification is made, the acceptance is liable to be rejected.

7.19 All expenses relating to the Offer will be borne by the Acquirers.

7.20 The Acquirers reserve the right of upward revision of price at any time up to seven working days prior to the closure ofthe Offer as per regulation 26 of the SEBI Takeover Regulations. The same price would be paid by the Acquirers for allthe Shares tendered any time during the Offer and accepted under the Offer. The information about such revision(s),if any, would appear in the same newspapers in which PA has appeared.

7.21 There are no shares of GPEL which are currently locked in.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER

8.1 The Shareholders of GPEL who wish to avail this Offer should forward the under mentioned documents by handdelivery or by registered post or by speed post or by courier to Mondkar Computers Pvt. Limited, the Registrar to theOffer [details of collection centres are given in para no. 8.13] so as to reach them on or before Saturday – February 16,2008 on working days during business hours indicated in para no. 8.13. In the case of dematerialized Shares, theRegistrar is not bound to accept those Offers which have not yet been credited to the escrow depository account as onor before 3 p.m. IST on the date of closure of the Offer, i.e. Saturday – February 16, 2008. No documents for tenderingthe Shares should be sent either to the Acquirers or Manager to the Offer or GPEL.

8.2 The registered Shareholders of GPEL holding physical shares should submit:

• The enclosed Acceptance Form duly completed and signed in accordance with the instructions contained thereinby the Equity Shareholders of GPEL in the same order in which they hold Shares in GPEL. The order cannot bechanged or altered nor can any new name be added for the purpose of accepting the Offer.

• Original share certificate(s).

• Valid share transfer deed(s) duly signed as transferors by all Shareholders (in case of joint holdings) in the sameorder and as per specimen signatures lodged with GPEL.

In case of non-receipt of the aforesaid documents, but receipt of the original share certificate(s) and transfer deed(s)duly signed, the Offer shall be deemed to be accepted.

In case the present signature of the Shareholder(s) differ from the specimen signatures lodged with GPEL, transferdeeds should be duly attested at the appropriate place by a notary or bank manager or member of stock exchangeunder their seal of office and membership number. In each case, the name and address of the attesting authority,attesting authority’s seal and registration number (if the authority is a notary public/member of stock exchange) or thename and address of the bank (if the authority is a bank manager) should appear. Further, all attestations should beunconditional, i.e. the authority attesting should not deny the responsibility of identifying the person and the signatureby qualifying the attestation. If the said guidelines are not followed, the Acquirers reserve the right to reject the transferdeed along with the application.

8.3 Notwithstanding that the signature(s) of the transferor(s) has/ have been attested as aforesaid, if the signature(s) of thetransferor(s) differ(s) from the specimen signature(s) recorded with GPEL or are not in the same order, such Sharesare liable to be rejected under this Offer even if the Offer has been accepted by a bonafide owner of such Shares.

8.4 Unregistered owners of shares / registered Shareholders who have not received the Letter of Offer and are holdingphysical shares should enclose the Acceptance Form which is available on the SEBI web site (www.sebi.gov.in), dulycompleted and signed in accordance with the instructions contained therein or an application in writing on a plain paperwith original equity share certificates, original broker contract note, valid share transfer deed(s) as received from themarket stating the name, address, number of Shares held, number of Shares offered, distinctive numbers and folionumber. All other requirements for valid transfer (including matching of signatures) will be a precondition for acceptance.No indemnity is required from the unregistered owners.

8.5 In the case of Shareholders who have sent their physical share certificates for transfer to GPEL can enclose theacknowledgement, if any, received from GPEL. The Shareholders who are attaching the acknowledgement are requestedto direct GPEL in writing to retain the share certificates for onward submission to the Registrar to the Offer.

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8.6 If required, Shareholders may download the Acceptance Form from SEBI’s website (www.sebi.gov.in) or may requestfor the Acceptance Form from the Registrar to the Offer.

PLEASE DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED EXCEPT NAME, SIGNATURE ANDWITNESS.

8.7 Procedure for Shares held in dematerialized form - Registered beneficiary owners:

The beneficiary owners (holders of Shares in dematerialized form) who wish to tender their Shares will be required tosend their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in “off-market” mode or counterfoil of the delivery instruction in “off-market” mode, duly acknowledged by the DP in favor ofthe escrow depository account.

8.8 The beneficiary owners/ registered demat Shareholders who have not received Letter of Offer:

These Shareholders can apply on a plain piece of paper giving details like the name, address, number of shares held,number of Shares offered, depository details i.e. DP name, DP ID and Client ID along with a photocopy of the deliveryinstructions in “off-market” mode or counterfoil of the delivery instruction in “off-market” mode, duly acknowledged bythe DP in favor of the escrow depository account. Alternatively, they may download the Acceptance Form from SEBI’ssite (www.sebi.gov.in) or may request for the Acceptance Form from the Registrar to the Offer. All other requirementsfor valid transfer (including matching of signatures) will be a precondition for acceptance.

8.9 Mondkar Computers Pvt. Ltd, Registrar to the Offer, have opened an escrow depository account. The details are asunder:

Depository NSDL

Depository Participant / DP HDFC Bank Ltd.

Client ID 23092365

DP ID IN301151

Account Name MCPL Escrow A/c - GPE Open Offer

ISIN INE 393 A0 1011

8.10 Shareholders of GPEL having their depository account with a DP registered with CDSL have to use inter-depositorydelivery instruction slip for the purpose of crediting their equity shares in favour of the escrow depository accountopened by the Registrar with HDFC Bank Ltd which is registered with NSDL. The Shareholders may note that the creditfor the Shares tendered must be received in the escrow depository account, as specified above, on or before 3 p.m.IST on Saturday – February 16 , 2008.

8.11 For each delivery instruction, the beneficial owner should submit a separate Acceptance Form.

8.12 The Equity Shareholders should also provide all relevant documents, which are necessary to ensure transferability ofthe Shares in respect of which the acceptance is being sent. Such documents may include (but are not limited to):

• Duly attested death certificate and succession certificate / No Objection Certificates (“NoC”) / letters from legalheirs (in the case of single Shareholder) where the original Shareholder has expired.

• Duly attested power of attorney, if any person other than the Shareholder has signed the Form of Acceptance cumAcknowledgement or transfer deed(s).

• In case of companies, the necessary corporate authorizations (including board and shareholders’ resolutions) andspecimen signatures of authorized signatories.

• Any other relevant documents, as deemed necessary.

In case of non-receipt of the aforesaid documents, but receipt of Shares in the escrow depository account on or before3 pm IST on Saturday – February 16, 2008, the Offer shall be deemed to be accepted provided subsequent receipt ofall the relevant documents.

8.13 The Shareholders of GPEL who wish to avail of the Offer can deliver all the relevant documents referred to above tothe Registrar to the Offer at the addresses given below (on all days except holidays and Sundays) in accordance withthe instructions specified in the Letter of Offer.

The collection centre mentioned below would remain open on Monday to Friday from 10.00 am to 1.00 pm and from2.00 pm to 4.00 pm and on Saturdays from 10.00 am to 1.00 pm.

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Address of the Collection Contact Person Mode of Phone/Fax / EmailCentre delivery

Mondkar Computers Pvt Limited Devanand Dalvi Hand Delivery/ Tel: 022 2825 7641 / 2836 662021, Shakil Niwas, Regd Post/Opp: Satya Saibaba Temple, Courier Fax: 022 2820 7207Mahakali Caves Road,Andheri East, Email: [email protected] 400093

8.14 The documents sent by registered post/ speed post/ courier or through any other means will be at the applicant’s ownrisk and cost.

8.15 All owners (registered or unregistered) of Shares of GPEL except the parties to SPA viz (i) the Acquirers and (ii) theSellers i.e. the Promoters of GPEL, anytime before closure of the Offer are eligible to participate in the Offer.

In the event that the shares tendered in the Offer by the Shareholders of GPEL are more than the Shares to beacquired under the Offer, the acquisition of Equity Shares from each Shareholder will be as per the provisions ofRegulation 21(6) of the Regulations i.e. on a proportionate basis, to be decided in a fair and equitable manner, inconsultation with the Manager to the Offer, irrespective of whether the Shares are held in physical or dematerializedform.

8.16 As on March 31, 2007 and as on today, the paid up equity share capital of GPEL is Rs. 4,86,08,630/- comprising of48,60,863 equity shares of Rs. 10/- each. Therefore, while determining 20% of the paid up equity share capital for thepurpose of minimum public offer, paid up equity share capital of Rs. 4,86,08,630/- comprising of 48,60,863 equityshares of Rs. 10/- each is considered in terms of Regulation 21(5) of SEBI Takeover Regulations which provides thatfor the purpose of determining minimum 20% of the voting capital of the Company, voting rights as at the expiration of15 days after the closure of the proposed public offer shall be reckoned. There are no partly paid up equity shares inthe books of GPEL.

8.17 The minimum marketable lot for the purpose of acceptance, for both physical and demat Shares, would be one Share.

8.18 The Shares, if any, that are the subject matter of litigation wherein the Shareholder(s) is/ are / may be precluded fromtransferring the Shares during the pendency of the said litigation are liable to be rejected in case directions / ordersfrom competent authority regarding these Shares are not received together with the Shares tendered under the Offer.The Letter of Offer in such cases would be forwarded to the concerned competent authority for further action at theirend. In cases where the Shares of GPEL are in the name of tainted persons or the transfer of Shares were kept inabeyance due to the inclusion of the tainted persons as declared by the Special Custodian under the Special Act,Offers will not be accepted until the Shares are cleared by the Special Court appointed for this purpose.

8.19 The Shareholders who have sent their Shares for dematerialization need to ensure that the process of getting Sharesdematerialized is completed well in time so that the credit in the escrow depository account should be received on orbefore 3 p.m. IST on the date of closure of the Offer, else the application would be rejected.

8.20 The Registrar to the Offer will hold in trust the Share certificates, Shares lying in credit of the escrow depositoryaccount, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the Shareholders ofGPEL who have accepted the Offer, till the Offer obligations are completed in full by the Acquirers.

8.21 In the case of dematerialized Shares, the Shares would reside in the escrow depository account as mentioned above.The Registrar to the Offer will debit the escrow depository account to the extent of payment of consideration made bythe Acquirers. The Shares held in dematerialized form to the extent not accepted as a result of non-payment / partpayment of consideration by the Acquirers will be released to the beneficial owner’s depository account with therespective beneficial owner’s depository participant as per details furnished by the beneficial owner in the AcceptanceForm, at the sole risk of the beneficial owner.

8.22 In accordance with regulation 22(5A) of the Takeover Regulations, the Shareholders who have tendered the requisitedocuments in terms of the PA and this Letter of Offer shall have the option to withdraw acceptances tendered up tothree working days prior to the closing date of the Offer. The withdrawal option can be exercised by submitting thedocuments as per the instructions given below so as to reach the Registrar to the Offer at the collection center mentionedabove as per the mode of delivery indicated therein on or before Tuesday – February 12, 2008.

8.23 The withdrawal option can be exercised by submitting (a) the Form of Withdrawal which will be sent to Shareholdersalong with the Letter of Offer and (b) the copy of the acknowledgement received from the Registrar to the Offer whiletendering the acceptances together with (c) in respect of physical Shares – name, address, distinctive numbers, folionumber, and number of Shares tendered and in respect of dematerialized Shares – name, address, number of Sharestendered, DP Name, DP ID, beneficiary account number and photocopy of the delivery instruction in off market modeduly acknowledged by DP. In case of nonreceipt of Form of Withdrawal, the above application can be made on a plainpaper.

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8.24 In case of partial withdrawal of the Offer or rejection of Shares:

• The Shareholders who have tendered Shares in physical form and wish to partially withdraw their tenders, shouldalso enclose valid share transfer form(s) for the remaining Shares (i.e. Shares not withdrawn) duly signed astransferors by all registered Shareholders (in case of joint holdings) in the same order and as per specimensignatures registered with GPEL and duly witnessed at the appropriate place.

• The withdrawal of Shares will be available only for the share certificates / Shares that have been received by theRegistrar to the Offer / escrow depository account.

• The intimation of returned Shares / rejected Shares to the Shareholders will be made at the address as specifiedin the Acceptance Form.

• The Form of Withdrawal should be sent only to the Registrar to the Offer, at the collection centre mentioned in parano. 8.13.

• In case of partial withdrawal of Shares tendered in physical form and the original share certificates are required tobe split, the withdrawn Shares will be returned on receipt of share certificates from GPEL.

• In case of partial withdrawal of Shares / rejection of Shares tendered in demat form, the Shares withdrawn /rejected will be credited to the beneficial owner’s depository account with the respective DP as furnished in theAcceptance-cum-Acknowledgment form. It is the responsibility of the Shareholder to ensure that the withdrawnShares / unaccepted Shares are accepted by their respective DP when transferred by the Registrar to the Offer.The Shareholders should ensure that their depository account is maintained till the Offer formalities are completed.

• Partial withdrawal of tendered Shares can be done only by the registered Shareholders / beneficial owners.

• In case of partial withdrawal, the earlier Form of Acceptance-cum-Acknowledgement will stand revised to thateffect.

• The Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instructionfor receipt of the credit in their DP account.

8.25 Transfers not lodged: In case any person has lodged Shares of GPEL for transfer and such transfer has not yet beeneffected, the concerned person may apply as per instruction contained in para no. 8.5 above together with theacknowledgement of the lodgement of Shares for transfer. Such persons should also instruct GPEL to send the transferredshare certificate(s) directly to Mondkar Computers Pvt Limited, 21, Shakil Niwas, Opp: Satya Saibaba Temple, MahakaliCaves Road, Andheri East, Mumbai 400093 India. The applicant should ensure that the certificate(s) reach the designatedcollection centre on or before the Offer closing date, else the Offer will be deemed invalid.

8.26 Dematerialization process not complete: In case any person has tendered his physical Shares in GPEL fordematerialization and such dematerialization has not yet been effected, then, the concerned Shareholder may apply inthe Offer as per instructions mentioned above together with a photocopy of the completed dematerialization requestform acknowledged by Shareholder’s DP. Such Shareholders should ensure the credit of the Shares to the escrowdepository account on or before 3 pm of Saturday – February 16, 2008 and forward a copy of the delivery instructionsacknowledged by the DP to the collecting centre.

8.27 The consideration for the Shares accepted by the Acquirers will be paid by crossed account payee cheques / demanddrafts. Such considerations in excess of Rs. 1,500/- or unaccepted share certificates, transfer forms and other documents,if any, will be returned by registered post / speed post at the Shareholders’ / unregistered owners’ sole risk to the sole/ first Shareholder. The consideration up to Rs. 1,500/- may be dispatched Under Certificate of Posting (“UPC”). It ismandatory that Shareholders provide bank account details in the Acceptance Form so that the same can be incorporatedin the cheque / demand draft.

8.28 While tendering Shares under the Offer, non resident Shareholders (NRI/FII etc.) will be required to submit the previousRBI / GOI approvals, if any, which they would have obtained for acquiring the Shares of GPEL and Tax ClearanceCertificate (“TCC”) from the Income Tax authorities under the Income Tax Act, 1961 (“Income-tax Act”) indicating therate at which the tax is required to be deducted by the Acquirers before remitting the consideration. In case previousapprovals as explained above are not submitted, the Acquirers reserve the right to reject the Shares tendered in theOffer. In case the aforesaid TCC is not submitted, the Acquirers will deduct the tax at the current prevailing rates asapplicable to the category of the Shareholder under the Income Tax Act on the entire consideration payable to suchshareholder.

8.29 As per the provisions of Section 196D (2) of the Income Tax Act, no deduction of tax at source shall be made from anyincome by way of capital gains arising from the transfer of securities referred to in section 115AD of the Income Tax Actpayable to a FII as defined in section 115AD of the Income Tax Act. However the Interest payment for delay in paymentof consideration, if any, shall not be governed by this provision. For interest payments, if any, FIIs shall also have toprovide their TCC, indicating the amount of tax to be deducted. In absence of the same, the Acquirers will arrange todeduct tax on the interest component, at the rate as may be applicable to the category of Shareholder under theIncome Tax Act.

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8.30 In the case of resident Shareholders, the Acquirers will deduct the tax on the interest component exceeding Rs. 5,000/-at the current prevailing rates as applicable, if applicable. If the resident Shareholder requires that no tax is to bededucted or tax is to be deducted at a lower rate than the prescribed rate, he will be required to submit NoC from theIncome Tax authorities or a self declaration in Form 15H as may be applicable indicating the rate at which tax is to bededucted by the Acquirers. The Shareholders eligible to receive interest component exceeding Rs. 5,000/- would berequired to give their Permanent Account Number (“PAN”) for income-tax purposes.

8.31 The securities transaction tax will not be applicable to the Shares accepted in this Offer.

9. DOCUMENTS FOR INSPECTION

Copies / certified copies of the following documents will be available for inspection at the office of YES Bank Limited,12th Floor, Discovery of India Building, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018 during normalbusiness hours on any working day i.e. Monday to Friday between 10 am and 3 pm during the Offer period i.e. fromMonday – January 28, 2008 to Saturday – February 16, 2008.

1. Incorporation related documents of the Acquirers.

2. Memorandum and Articles of Association of Acquirers.

3. Audited financial statements of the Acquirers for the years ended March 31, 2005, 2006 and 2007.

4. Audited financial statements of GPEL for the years ended March 31, 2005, 2006 and 2007 and unaudited financialsof GPEL for the 6 months period ended September 30, 2007 certified by the statutory auditors

5. Letter dated November 27, 2007 from the escrow banker confirming deposit of requisite funds in the cash escrowaccount.

6. Copy of the Share Purchase Agreement dated November 26, 2007.

7. Letter dated November 23, 2007 received from the Acquirers that the escrow funds will be exclusively utilized forthe Offer.

8. Newspaper clipping of the PA published on November 28, 2007

9. Letter dated January 4, 2008 received from SEBI in terms of Regulation 18(2).

10. Escrow Depository Agreement entered into with the Registrar to the Offer.

11. Certificate dated November 26, 2007 from Mr. Amit Desai, FCA, Amit Desai & Co., Chartered Accountants certifyingthat Acquirers have adequate financial resources to finance the open offer to the extent of their obligations of theOffer.

10. DECLARATION BY THE ACQUIRERS

1. A copy of the draft Letter of Offer was delivered to (a) the Board of Directors of GPEL, (b) Bombay Stock ExchangeLimited and (c) National Stock Exchange of India Limited for their information and perusal on December 12, 2007.

2. The Acquirers and the directors of the Acquirers accept full responsibility for the information contained in thisLetter of Offer and also for the obligations of the Acquirers as laid down in regulation 22(6) of SEBI TakeoverRegulations.

3. The Acquirers are responsible for ensuring compliance with SEBI Takeover Regulations.

4. The Manager to the Offer has ensured that Mr. Jaydev M Mody is duly and legally authorized to sign the Letter ofOffer.

For and on behalf of Aarti Management Consultancy Private Limited, Aditi Management Consultancy Private Limitedand Anjoss Trading Company Private Limited

Sd/-

Jaydev M ModyAuthorized Signatory

Place: Mumbai

Date: January 15, 2008

Encl: 1. Form of Acceptance cum Acknowledgement with Form of Withdrawal

2. Transfer Deed (as applicable)

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To,Mondkar Computers Private Limited[Unit: G.P.Electronics Ltd]21, Shakil Niwas, Opp: Satya Sai Baba Temple, Mahakali Caves Road, Andheri East, Mumbai 400093.

Dear Sir,

Sub: Offer for purchase of upto 9,72,173 fully paid up Shares of the face value of Rs. 10/- (Rupees Ten only) each, representing 20.00%of the voting paid up equity share capital of G.P.Electronics Limited, at an Offer Price of Rs. 20.00 (Rupees Twenty only) per fully paid-up equity share by Aarti Management Consultancy Private Limited, Aditi Management Consultancy Private Limited and Anjoss TradingCompany Private Limited [Acquirers]I/We refer to the Letter of Offer dated January 15, 2008 for acquiring the Shares held by me/us in GPEL.I/We, the undersigned, have read the Letter of Offer and understood the contents including the terms and conditions mentioned therein.

FOR SHARES IN PHYSICAL FORMI/We accept the Offer and enclose the original Share certificate (s) and duly signed transfer deed(s) in respect of my / our Shares as detailed below:

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENTFrom:

Folio No./DP ID No./ Client ID No.:

OFFER

OPENS ON : January 28, 2008

CLOSES ON : February 16, 2008

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONPlease submit this Form with enclosures to the Registrar to the Offer at their address given overleaf.Please read the enclosed Letter of Offer dated January 15, 2008 carefully before filling this AcceptanceForm.All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letterof Offer.Each Shareholder of GPEL to whom this Offer is being made, is free to offer his Shareholding inGPEL in whole or in part while accepting the Offer.

Note: Please attach an additional sheet of paper if the above space is insufficient and authenticate the same.

I/ We note and understand that the original Share certificate (s) and valid Share transfer deed(s) will be held in trust for me / us by Registrar tothe Offer until the time the Acquirers complete the Offer obligations under the SEBI Takeover Regulations as mentioned in the Letter of Offer. I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.

SHARES IN DEMATERIALIZED FORM

I/We holding Shares in the dematerialized form accept the Offer and enclose the photocopy of the delivery instruction in "off-market" mode, dulyacknowledged by the DP in respect of my/our Shares as detailed below:

DP Name DP ID Client ID Beneficiary Name No of fully paid-up Shares

I/ We have executed an off-market transaction for crediting the Shares to the escrow depository account opened by Mondkar Computers Pvt.Limited with HDFC Bank Ltd styled "MCPL Escrow A/c - GPE Open Offer" with the following particulars:

DP Name DP ID Client ID ISIN

HDFC Bank Ltd IN 301151 23092365 INE 393 A0 1011

via a delivery instruction from my account with NSDL via inter-depository delivery instruction from my account with CDSL

I/ We note and understand that the Shares would reside in the Escrow Depository Account until the time the Acquirer completes theOffer obligations under the SEBI Takeover Regulations as mentioned in the Letter of Offer

Sr.No Ledger Folio No Certificate No Distinctive Nos No of fully paid-up SharesFrom To

Total number of Shares

For NRIs/ FIIs/ Foreign Shareholders [except OCBs]:

I/We have enclosed the following documents:

No Objection Certificate / Tax Clearance Certificate from Income Tax Authorities, as applicable.

RBI approval(s) for acquiring Shares of GPEL hereby tendered in the Offer.

Following documents should be enclosed wherever applicable

Power of attorney

Death certificate/ succession certificate/ No objection Certificate/ letters from legal heirs- duly attested

Corporate authorization in case of companies along with board/ general meeting resolutions and specimen signatures of authorizedsignatories

Others (please specify) _________________________

Bank details: So as to avoid fraudulent encashment in transit, the Shareholder(s) holding Shares in physical form should provide details ofbank account of the first/sole Shareholder and the consideration cheque or demand draft will be drawn accordingly. For Shares that aretendered in electronic form, the bank account as obtained from the beneficiary position download to be provided by the Depositories will beconsidered and the payment instruments will be issued with those bank particulars only:

Name of Bank Branch

Account NumberCurrent/ Savings/Others

(Please specify)

I/We confirm that the Shares of GPEL, which are being tendered herewith by me/us under this Offer, are free from liens, charges and encumbrancesof any kind whatsoever.

I/ We note and understand that once I/ We have accepted the Offer by tendering the requisite documents in terms of Public Announcement /Letter of Offer, I/ We have the option to withdraw the same up to three working days prior to the date of the closure of the Offer i.e. up to Tuesday- February 12, 2008.

I/We authorize the Acquirers to accept the Shares so offered which they may decide to accept in consultation with the Manager to the Offer andin terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us, share certificate(s) in respect of which the Offer is notfound valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirers to accept the Shares so offered or such lesser number of Shares that they may decide to accept in terms of theLetter of Offer and I/We authorize the Acquirers to split / consolidate the share certificates comprising the Shares that are not acquired to bereturned to me/us and for the aforesaid purposes the Acquirers are hereby authorized to do all such things and execute such documents as maybe found necessary and expedient for the purpose.

I/We authorize the Acquirers and the Registrar to the Offer and the Manager to the Offer to send by registered post/speed post/under postalcertificate as may be applicable at my/our risk, the draft/cheque/payment instruments, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below.

In case of Shares tendered in dematerialized form,

I/We authorize the Acquirers, Registrar to the Offer and the Manager to the Offer to use my details regarding my address and bank accountdetails as obtained from my depository participant for the purpose of mailing the aforementioned instruments.

Yours faithfully,Signed and Delivered

Full name(s) of Shareholder(s) Specimen Signature(s) PAN/ GIR No.

1st/ Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Note: In case of joint holdings, all holders must sign. A corporation must affix its rubber stamp.

Address of first/ sole holder where the purchase consideration/ share certificates are to be dispatched ___________________________________________________________________________________

________________________________________________________________________________________________________________

________________________________________________________________________________________________________________

Place:

Date:

PROCEDURE FOR ACCEPTANCE

The Equity Shareholders of GPEL who wish to avail the Offer can deliver all the relevant documents referred to above to theRegistrar to the Offer at the collecting centre specified below in accordance with the instructions specified in the Letter of Offerand Acceptance Form so as to reach them not later than Saturday - February 16, 2008

COLLECTING CENTRE DETAILS:

Addresse of the Contact Mode of Phone/Fax / EmailCollection Centre Persons delivery

Mondkar Computers Pvt Limited Devanand Dalvi Hand Delivery/ Tel: 022 2825 7641 / 2836 662021, Shakil Niwas Regd Post/Opp: Satya Saibaba Temple Courier Fax: 022 2820 7207Mahakali Caves RoadAndheri East Email: [email protected] 400093

Monday to Friday from 10.00 am to 1.00 pm and from 2.00 pm to 4.00 pm and on Saturdays from 10.00 am to 1.00 pm.excluding Sundays and public holidays.

PLEASE NOTE THAT NO SHARES / FORMS SHOULD BE SENT DIRECTLY TO THE ACQUIRERS OR TOTHE MANAGER TO THE OFFER

(1) All queries pertaining to this Offer may be directed to the Registrar to the Offer.

(2) Shareholders holding registered Shares should submit the Form duly completed and signed in accordance,by the holders of the Shares, along with the original equity share certificate(s) and valid equity share transferform(s) duly signed as per the specimen signatures lodged with GPEL and duly witnessed at the appropriateplace. Please do not fill in any other details in the transfer deed except name, signature and witness.

(3) Shareholders holding Shares in dematerialized form should submit the Form duly completed and signedin accordance with the instruction contained therein by all the beneficial holders of the Shares, as per therecords of the DP.

(4) In case of Shares held in joint names, names should be filled up in the same order in the Form and in thetransfer deed(s) as the order in which they hold Shares in GPEL, and should be duly witnessed. This ordercannot be changed or altered nor can any new name be added for the purpose of accepting the Offer.

(5) In case where the signature is subscribed by thumb impression, the same shall be verified and attestedby a magistrate, notary public or special executive magistrate or a similar authority holding a public office andauthorized to use the seal of his office.

(6) Persons who own Shares (as on the Specified Date or otherwise) but are not the registered holders ofsuch Shares and who desire to accept the Offer, will have to communicate their acceptance in writing to theRegistrar to the Offer together with the original contract note issued by the broker, the share certificate(s), thetransfer deed(s) with the buyers details not filled in and other relevant documents. In case the share certificate(s)and transfer deed(s) are lodged with GPEL / its transfer agent for transfer, then the Form shall be accompaniedby the acknowledgment of lodgment with, or receipt by, GPEL /its transfer agent, of the share certificate(s)and transfer deed(s). Persons under this paragraph should submit their acceptance and necessary documentsby registered post or speed post or courier or in person to the Registrar at their office as mentioned above.

Signature of Official& Date of Receipt

Stamp of CollectionCentre

Received from Mr./Ms. ____________________________________________________________________

residing at ___________________________________________________________________________________

a form of acceptance cum acknowledgment for Offer of _________ _______________

Shares of GPEL along with: Copy of depository instruction slip

Share certificate(s) under folio number(s) _________ ______________ _________ _________

along with transfer deed(s).

TEAR ALONG THIS LINE

ACKNOWLEDGEMENT SLIP

Folio No____________ __________ DP ID__________ ____________ ________ Client ID______________ __________ Sr. No__________ __________

(7) Non-resident Shareholders should enclose copy (ies) of permission received from Reserve Bank of India toacquire Shares held by them in GPEL.

(8) Non-resident Shareholders are advised to refer to the clause on taxation in the Letter of Offer regardingimportant disclosures regarding the taxation of the consideration to be received by them.

(9) In case of bodies corporate, certified copies of appropriate authorization (including board/shareholders’resolutions, as applicable) authorizing the sale of Shares along with specimen signatures duly attested by abank must be annexed. The common seal should also be affixed.

(10) All the Shareholders should provide all relevant documents which are necessary to ensure transferability ofthe Shares in respect of which the acceptance is being sent. Such documents may include (but not be limitedto):

(a) Duly attested death certificate and succession certificate (in case of single Shareholder) in case theoriginal Shareholder has expired.

(b) Duly attested power of attorney if any person apart from the Shareholder has signed acceptance form ortransfer deed(s).

(c) No objection certificate from any lender, if the Shares in respect of which the acceptance is sent, wereunder any charge, lien or encumbrance.


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

Mondkar Computers Private Limited21, Shakil Niwas, Opp: Satya Saibaba Temple

Mahakali Caves RoadAndheri East, Mumbai 400093

Tel: 022 2825 7641 / 2836 6620Fax: 022 2820 7207

Email: [email protected] Registration No: INR 000000 114

Contact: Ravi Utekar

FORM OF WITHDRAWAL

OFFER OPENS ON January 28, 2008

LAST DATE FOR WITHDRAWAL February 12, 2008

OFFER CLOSES ON February 16, 2008

I/ We would like to withdraw my/our acceptance in terms of regulation 22(5A) of the SEBI Takeover Regulations and my/ourrelevant details are as follows:

In respect of physical shares

Name

Address

Distinctive Numbers

Folio Number

Share Certificate Numbers From

To

Number of Shares tendered

Number of Shares withdrawn

Copy of acknowledgment received from the Registrar to the Offer while tendering the acceptance is being attached herewith.

In respect of demat / electronic shares

Name

Address

Number of Shares tendered

Number of Shares withdrawn

DP Name

DP ID

Beneficiary Account Number

Photocopy of the delivery instruction slip in off market mode duly acknowledged by DP is attached along with a copy of theacknowledgment received from the Registrar to the Offer while tendering the Shares is being enclosed herewith.

Signature of Official& Date of Receipt

Received from Mr./Ms. ____________________________________________________________________

residing at ___________________________________________________________________________________

a form of withdrawal of Offer of_________ _________________________________

Shares of GPEL along with: Copy of depository instruction slip

Share certificate(s) under folio number(s) _________ ______________ _________ _________

along with transfer deed(s).

Stamp of CollectionCentre


ACKNOWLEDGEMENT SLIP

Folio No____________ __________ DP ID__________ ____________ ________ Client ID______________ __________ Sr. No__________ __________


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

Mondkar Computers Private Limited21, Shakil Niwas, Opp: Satya Saibaba Temple

Mahakali Caves RoadAndheri East, Mumbai 400093

Tel: 022 2825 7641 / 2836 6620Fax: 022 2820 7207

Email: [email protected] Registration No: INR 000000 114

Contact: Ravi Utekar

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