MATRIX LABORATORIES LIMITED

LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThis Letter of Offer (“LOO”) is sent to you as a shareholder of Matrix Laboratories Limited (“MATRIX”). If you require any clarification about the actionto be taken, you may consult your stock broker or investment consultant or the Manager / Registrar to the Offer. In case you have recently sold yourshares in MATRIX, please hand over this LOO and the accompanying Form of Acceptance-cum-Acknowledgement (“FOA”), Form of Withdrawal(“FOW”) and Transfer Deed (“TD”) to the Member of Stock Exchange through whom the said sale was effected.

Mr. N. PRASAD resident of Plot No. 27, Rukmini Devi Colony, Near AOC Gate, Secunderabad – 500 026, Tel. No. : 040-2780 5008 (R) / 2770 0351(O), Fax No. : 040-2770 0356, Email : [email protected], Mr. M. RAVINDER resident of 3-6-100/1, West Maredpally, Secunderabad –500 003, Tel. No. : 040-2780 1444 (R) / 2770 0352 (O), Fax No. : 040-2770 0356, Email : [email protected], ALLTIME FORMULATIONSLIMITED. Registered Office : 3-6-100/1, West Maredpally, Secunderabad – 500 003, Tel. No. : 040-2770 6946, Fax No. : 040-2770 6946,Email : [email protected] and G2 CORPORATE SERVICES LIMITED. Registered Office : Plot Nos. 38, 39, 50 & 51, IDA, Phase IV, Jeedimetla,Hyderabad-500 055, Tel. No. : 040-2309 2025 / 2309 8158, Fax No. : 040-2309 8572, Email : [email protected] (hereinafter collectively referredto as the “Acquirers”)

MAKE A CASH OFFER AT RS. 276/- PER EQUITY SHARE (“OFFER PRICE”)pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent

amendments thereof [“SEBI (SAST) Regulations”]

TO ACQUIRE BY TENDER UPTO 19,43,691 FULLY PAID-UP EQUITY SHARES

representing 20% of the voting capital, i.e. 97,18,451 equity shares of

MATRIX LABORATORIES LIMITEDRegistered Office : 1-1-151/1, IV Floor, Sairam Towers, Alexander Road, Secunderabad – 500 003.

Tel. No. : 040-2770 0363 / 2632 7722, Fax No. : 040-2770 0343Email : [email protected] Internet : www.matrixlabsindia.com

Please Note : 1. The Offer to acquire shares tendered pursuant to the Offer by Non-Resident Indians (NRIs) is subject to the approval of the Reserve Bank of

India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”). The Acquirers will make an application to RBI for acquisition ofshares, if any from NRIs after closure of the Offer.

2. Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement (“PA”) / LOO, canwithdraw the same upto 13th May, 2003 (Tuesday), being three working days prior to the date of the close of the Offer.

3. The Acquirers reserve the right to revise the Offer Price in terms of Regulation 26 of the SEBI (SAST) Regulations any time during the tenureof the Offer upto 7 working days prior to the date of the close of the Offer (i.e. 7th May, 2003 (Wednesday)), or to withdraw the Offer in terms ofRegulation 27 of the SEBI (SAST) Regulations. If there is any upward revision in, or withdrawal of, the Offer by the Acquirers, the same shallbe notified by way of a PA in the same newspapers where the original PA has appeared. If the Offer Price is revised upward, such revised pricewill be payable to all shareholders who have tendered their shares at any time during the tenure of the Offer to the extent to which their tendershave been accepted by the Acquirers.

4. If there is a competitive bid :1. The Public Offer under all the subsisting bids shall close on the same date.2. As the Offer Price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in

the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender theiracceptance accordingly.

5. A copy of PA and this LOO (including FOA and FOW) would also be available on SEBI’s web site at http://www.sebi.gov.in. The FOA can bedownloaded and used as an application.

All future correspondence, if any, should be addressed to either the Manager to the Offer or the Registrar to the Offer at their following addresses :

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

SMIFS Capital Markets Limited Venture Capital and Corporate Investments Ltd.15B, Chandermukhi Registered Office : 6-2-913/914, 3 rd FloorNariman Point Progressive Towers, KhairtabadMumbai – 400 021. Hyderabad – 500 004.Tel. No. : (022) 2284 6264 / 65 / 66 Tel. No. : (040) 2332 2262 / 64Fax No. : (022) 2284 6269 Fax No. : (040) 2332 4803Email : [email protected] / [email protected] Email : [email protected] Person : Mr. Sandip Maniar / Mr. Ravindra Nath Contact Person : Mr. E. S. K. Prasad, Chief Executive

OFFER OPENS ON : 21st April, 2003 (Monday) OFFER CLOSES ON : 20th May, 2003 (Tuesday)

SCHEDULE OF MAJOR ACTIVITIES OF THE OFFERActivity Date (Day)

Public Announcement Date 10th February, 2003 (Monday)

Specified Date (To determine the list of Shareholders to 10th February, 2003 (Monday)whom the documents would be sent)

Last date for making competitive bid 3rd March, 2003 (Monday)

Corrigendum to the Public Announcement 10th April, 2003 (Thursday)

Date by which Letter of Offer will be dispatched to the Shareholders 12th April, 2003 (Saturday)

Offer Opening Date 21st April, 2003 (Monday)

Last date for revision of Offer Price / Number of Shares 7th May, 2003 (Wednesday)

Last date for withdrawal by shareholders 13th May, 2003 (Tuesday)

Offer Closing Date 20th May, 2003 (Tuesday)

Date by which acceptance / rejection would be intimated and the corresponding payment 19th June, 2003 (Thursday)for the acquired shares and / or the share certificates (in case of physical mode) for therejected share will be dispatched / instructions for credit to the beneficial owners’ depositoryaccount will be issued for shares in demat mode which have been rejected in full or part.

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INDEX

Sr. No. Subject Page No.

1. Disclaimer Clause ........................................................................................................................ 32. Details of the Offer ........................................................................................................................ 33. Background of the Acquirers ...................................................................................................... 44. Option in terms of Regulation 21(3), If Applicable ................................................................. 75. Background of the Target Company – Matrix Laboratories Limited ................................... 76. Offer Price and Financial Arrangements ................................................................................. 127. Terms & Conditions of the Offer ................................................................................................ 158. Procedure for Acceptance and Settlement of the Offer........................................................ 159. Documents for Inspection........................................................................................................... 1710. Declaration by the Acquirers ..................................................................................................... 18

DEFINITIONS / ABBREVIATIONSAcquirers Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and

G2 Corporate Services LimitedAFL Alltime Formulations LimitedBoard Resolution The resolution passed at the Meeting of Board of Directors of Matrix Laboratories

Limited held on 9th October, 2002 to consider the issue of the 25,30,951 equity shareson preferential basis to Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations and G2Corporate Services Limited

BSE The Stock Exchange, MumbaiCorrigendum to PA Corrigendum dated 10th April, 2003 to the Public AnnouncementEGM / Extraordinary General Meeting Extraordinary General Meeting of the shareholders of Matrix Laboratories Limited

held on 6th November, 2002 which authorised the Board of Directors to issue 25,30,951equity shares on preferential basis to Mr. N. Prasad, Mr. M. Ravinder, AlltimeFormulations and G2 Corporate Services Limited

FEMA Foreign Exchange Management Act, 1999FOA / Form of Acceptance Form of Acceptance-cum-AcknowledgementFOW Form of WithdrawalGCSL G2 Corporate Services LimitedHSE Hyderabad Stock Exchange LimitedLOO / Offer Document Letter of OfferManager / Manager to the Offer / SMIFS Capital Markets LimitedSMIFS / Merchant BankerMATRIX / Company / Matrix Laboratories LimitedTarget CompanyNRIs Non-Resident IndiansOffer Offer being made by the Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations

Limited and G2 Corporate Services Limited to the shareholders of MatrixLaboratories Limited to acquire from them 19,43,691 fully paid up equity shares ofRs 10/- each at an Offer Price of Rs 276/- for each fully paid-up equity share ofMatrix Laboratories Limited

Offer Price Rs 276/- per fully paid-up equity share of Matrix Laboratories LimitedPA Public Announcement dated 10th February, 2003Preferential Allotment Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and G2 Corporate Services

Limited have acquired, through Preferential Allotment, 25,30,951 equity shares of MatrixLaboratories Limited (constituting 26.04% of voting capital) at a price ofRs 107/- per equity share for cash on 28th January, 2003 and 5th February, 2003

RBI Reserve Bank of IndiaRegistrar / Registrar to the Offer / VCCIL Venture Capital and Corporate Investments Ltd.SEBI (SAST) Regulations / Securities and Exchange Board of India (Substantial Acquisition of Shares andRegulations / Takeover Regulations Takeovers) Regulations, 1997 and subsequent amendments thereofSEBI Securities and Exchange Board of IndiaSEBI Act Securities and Exchange Board of India Act, 1992Shares 19,43,691 fully paid-up equity shares of Matrix Laboratories Limited proposed to be

acquired by Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and G2Corporate Services Limited.

Specified Date Date for the purpose of determining the names of Shareholders, as appearing in theRegister of Members of Matrix Laboratories Limited or the beneficial records of theDepositories, to whom the Letter of Offer is to be sent, i.e. 10th February, 2003.

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1. DISCLAIMER CLAUSE“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT INANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEEINGWHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITYWITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF MATRIXLABORATORIES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOTTAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS OR THE COMPANYWHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTSMADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOODTHAT WHILE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY ANDDISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER ISEXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE THEIRRESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKERSMIFS CAPITAL MARKETS LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 24TH FEBRUARY,2003 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER)REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFERDOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORYCLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER..”

2. DETAILS OF THE OFFER2.1 Background of the Offer

2.1.1 The Acquirers, Mr. N. Prasad, Mr. M. Ravinder, AFL and GCSL are making this Open Offer to comply with Regulation11(1) of the SEBI (SAST) Regulations, 1997 and with the objective of consolidating their holdings in MATRIX.

2.1.2 The Acquirers have acquired, through Preferential Allotment, an aggregate of 25,30,951 equity shares of MATRIX(constituting 26.04% of voting capital as on the date of the PA) at a price of Rs 107/- per equity share for cash on 28th

January, 2003 and 5th February, 2003 (hereinafter referred to as the “Preferential Allotment / the Acquisition”). Mr. N.Prasad and Mr. M. Ravinder are promoters of MATRIX. AFL and GCSL are the companies promoted by Mr. N. Prasad andMr. M. Ravinder.

The Preferential Allotment was made by the Board of Directors of Matrix at their meetings held on 28th January, 2003 and5th February, 2003 pursuant to and as authorized by the Special Resolution passed by the shareholders of MATRIX atthe Extra-Ordinary General Meeting of the Company held on 6th November, 2002. The pre and post-issue holdings of theAcquirers is as under :

Name Pre-Issue Post-Issue Date of Allotment

No. of Shares % No. of Shares %

Mr. N. Prasad 18,17,350 25.28 19,82,826 20.40 28th January, 2003

Mr. M. Ravinder 7,23,986 10.07 8,89,461 9.15 5th February, 2003

AFL NIL NIL 8,00,000 8.23 28th January, 2003

GCSL NIL NIL 14,00,000 14.41 5th February, 2003

Total 25,41,336 35.35 50,72,287 52.19

2.1.3 This Offer is being made to comply with Regulation 11(1) of the SEBI (SAST) Regulations since, through the PreferentialAllotment, the Acquirers have acquired additional shares entitling them to exercise more than 5% of the voting rights ofMATRIX in the financial year ending 31st March, 2003.

2.1.4 Neither the Acquirers nor MATRIX have been prohibited by SEBI from dealing in securities in terms of direction issuedunder section 11B of the SEBI Act or under any of the regulations made under the SEBI Act.

2.1.5 The Acquirers do not propose any change in the Board of Directors as the Open Offer is made with the intention ofconsolidating their holdings. Mr. N. Prasad and Mr. M. Ravinder, who are promoters of MATRIX, are Chairman & ManagingDirector and Executive Director (Finance & Corporate Services) of MATRIX, respectively.

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2.2 Details of the Offer

2.2.1 The Public Announcement dated 10th February, 2003 (Monday) was published in the following newspapers on11th February, 2003, wherein the Acquirers offered to acquire upto 14,37,500 equity shares of MATRIX at a price ofRs 276/- per equity share, in accordance with Regulation 15 of the SEBI (SAST) Regulations and Corrigendum dated10th April, 2003 (Thursday) to PA was published in the same newspapers on 10th April, 2003 :

Newspapers Language Editions Date Corrigendum to PA

Business Standard English All Editions 11th February, 2003 (Tuesday) 10th April, 2003(Thursday)

Pratahkal Hindi

Andhra Bhoomi Telugu Hyderabad Edition

Lokmat Marathi Mumbai Edition

The PA is also available on SEBI website www.sebi.gov.in.As directed by SEBI, the size of the Offer was increase to 19,43,691 equity shares of MATRIX.

2.2.2 Pursuant to the above Preferential Allotment, the Acquirers are making this Open Offer under the SEBI (SAST) Regulationsto the shareholders of MATRIX to acquire from them upto 19,43,691 fully paid up equity shares of Rs.10/- each (representing20% of the voting capital of MATRIX as on the date of the PA) at a price of Rs 276/- (Rupees Two Hundred Seventy-sixonly) for each fully paid-up equity share of MATRIX (hereinafter referred to as the “Offer Price”) payable in cash (hereinafterreferred to as the “Offer”).

2.2.3 The Equity Share Capital of MATRIX does not consist of partly paid-up shares.

2.2.4 The Offer is not subject to any minimum level of acceptance and is not a conditional offer.

2.2.5 The Acquirers have not acquired any equity shares of MATRIX after the date of PA and upto the date of this LOO.

2.3 Objects of the Acquisition / Offer

2.3.1 The Preferential Allotment was made with the purpose of infusing funds into the Company for developing Research andDevelopment facilities, long term working capital requirements, capital expenditure, and general corporate requirements.

2.3.2 The Offer by the Acquirers is being made to comply with Regulation 11(1) of the SEBI (SAST) Regulations and with theobjective of consolidating their holdings in MATRIX.

3. BACKGROUND OF THE ACQUIRERS3.1 Mr. N. Prasad and Mr. M. Ravinder are promoters of MATRIX. They are also promoters of AFL and GCSL. The Acquirers

do not belong to any particular group.

3.2 Alltime Formulations Limited (AFL)

3.2.1 AFL has its registered office at 3-6-100/1, West Maredpally, Secunderabad – 500 003.

3.2.2 AFL was originally incorporated on 11th February, 1991 as All Time Beverages Limited and changed to its present nameon 30th August, 2002. AFL has been incorporated for conducting the business of manufacture of pharmaceuticals andalso making investments in pharma sector.

3.2.3 AFL is not listed on any Stock Exchange.

3.2.4 AFL has complied with the relevant provisions of Chapter II of the SEBI (SAST) Regulations.

3.2.5 Names and residential address of Board of Directors of AFL

Name Designation Residential Addresses

Mr. N. Prasad Director Plot No. 27, Rukmini Devi Colony, Near AOC Gate, Secunderabad – 500 026.

Mr. M. Ravinder Director 3-6-100/1, West Maredpally, Secunderabad – 500 003.

Mr. M. Kishore Reddy Director P. No. 1502, Asmanghad, Gaddiannaram, Hyderabad.

P. Arjun Rao Director 2-2-3/10, Prasanth Nagar, Vidyanagar, Hyderabad.

B. Laxminarayana Director 1-4-27/72/1, Padmashali Colony, Near Praga Tools, Musheerabad, Hyderabad.

Mr. N. Prasad is Chairman and Managing Director and Mr. M. Ravinder is Executive Director (Finance & CorporateServices) of MATRIX. As required under Regulation 22(9), they have recused themselves and will not participate in anymatter concerning or relating to the Offer including any preparatory steps leading to the Offer.

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3.2.6 Financials of AFL

AFL has not commenced any business activities till date.

Balance Sheet Statement (Audited)

(Rs in Lacs)

Particulars Six Months Ended Year Ended 31st March30th September, 2002 2002 2001 2000

Sources of Funds

Paid-up Share Capital 2.80 2.80 2.80 2.80

Reserves & Surplus –– –– –– ––(Excluding Revaluation Reserves)

Networth 2.80 2.80 2.80 2.80

Secured Loans –– –– –– ––

Unsecured Loans –– –– –– ––

Total 2.80 2.80 2.80 2.80

Uses of Funds

Net Fixed Assets –– –– –– ––

Investments –– –– –– ––

Net Current Assets 0.67 0.67 0.69 0.71

Un-allocated Capital Expenditure 1.82 1.82 1.80 1.78

Total Miscellaneous Expenditure not written off 0.31 0.31 0.31 0.31

Total 2.80 2.80 2.80 2.80

3.3 G2 Corporate Services Limited (GCSL)

3.3.1 GCSL has its registered office at Plot Nos. 38, 39, 50 & 51, IDA, Phase IV, Jeedimetla, Hyderabad.

3.3.2 GCSL was originally incorporated on 23rd August, 1983 as Kiran Biscuits and Foods Limited and then its name waschanged to Dymes Chemicals & Pharmaceuticals Limited on 10th July, 1998 and to its present name on 9th October,2001. GCSL has been incorporated for conducting the business of manufacture of pharmaceuticals, to establishlaboratories for the purpose of R & D, enter into contracts and agreements with companies for technical assistance andknow how and also to make investments in the pharma sector.

3.3.3 GCSL is not listed on any Stock Exchange.

3.3.4 GCSL has complied with the relevant provisions of Chapter II of the SEBI (SAST) Regulations.

3.3.5 Names and residential address of Board of Directors of GCSL

Name Designation Residential Addresses

Mr. N. Prasad Director Plot No. 27, Rukmini Devi Colony, Near AOC Gate,Secunderabad – 500 026.

Mr. M. Ravinder Director 3-6-100/1, West Maredpally, Secunderabad – 500 003.

Mr. M. Kishore Kumar Director 10-1-18/42, Shyam Nagar, AC Guards, Hyderabad – 500 004.

Mr. M. Mukesh Director 4-1-693, Jambagh, Hyderabad.

Ms. C. Nagarani Director Plot No. 40, Park View Enclave, Mano Vikas Nagar,Hasmathpet Road, Secunderabad – 500 009.

Ms. M. V. Radhika Director 3-6-100/1, West Maredpally, Secunderabad – 500 003.

Ms. Asha B. Director Plot No. 376, Defence Colony, Sainikpuri, Secunderabad.

Mr. N. Prasad is Chairman and Managing Director and Mr. M. Ravinder is Executive Director (Finance & CorporateServices) of MATRIX. As required under Regulation 22(9), they have recused themselves and will not participate in anymatter concerning or relating to the Offer including any preparatory steps leading to the Offer.

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3.3.6 Financials of GCSL (Audited)

Profit & Loss Statement

(Rs in Lacs)


Income from Operations 30.00 69.00 60.00 6.30

Other Income –– 7.17 0.17 0.15

Total Income 30.00 76.17 60.17 6.45

Total Expenditure 3.56 10.16 5.65 1.11

Profit Before Depreciation, Interest and Tax 26.44 66.01 54.52 5.34

Depreciation 4.42 11.18 21.44 6.52

Interest –– –– 1.49 ––

Profit Before Tax / (Loss) 22.02 54.83 31.59 (1.18)

Provision for Tax 6.00 12.00 2.35 ––

Profit After Tax / (Loss) 16.02 42.83 29.24 (1.18)

Balance Sheet Statement

(Rs in Lacs)


Sources of Funds


Reserves & Surplus 1.87 1.87 –– ––(Excluding Revaluation Reserves)

Shareholder Funds 126.77 126.77 124.90 124.90

Secured Loans –– –– –– 326.04

Unsecured Loans 57.56 82.05 218.08 ––

Total 184.33 208.82 342.98 450.94

Uses of Funds

Net Fixed Assets 119.40 123.82 386.89 254.54

Investments 5.03 4.04 1.83 1.83

Net Current Assets 9.00 14.03 (126.10) 84.97

Accumulated Loss 50.90 66.93 80.36 109.60

Total 184.33 208.82 342.98 450.94

Other Financial Data


Dividend (%) –– 20.00 –– ––

Earnings Per Share (Rs.) 1.28 3.43 2.34 ––

Networth (Shareholder Funds – 75.87 59.84 44.54 15.30Accumulated Loss) (Rs in Lacs)

Return on Networth (%) 21.12 71.57 65.65 ––

Book Value per share (Rs.) 6.07 4.79 3.57 1.22

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3.4 Mr. N. Prasad

3.4.1 Mr. N. Prasad is a resident of Plot No. 27, Rukmini Devi Colony, Near AOC Gate, Secunderabad – 500 026.

3.4.2 Mr. N. Prasad is a Post Graduate in Physics and M.B.A. He has around 16 years of experience predominantly in thePharma Industry.

3.4.3 The Networth of Mr. N. Prasad as on 31.01.2003 is Rs 35.13 Crores duly certified by Chartered Accountant, C. MarutiNagendram (Membership No. 203897) residing at 1-1-298/2/B/3, 1st Floor, Showbhagya Avenue, Street No. 1, AshokNagar, Hyderabad – 500 020.

3.4.4 Mr. N. Prasad has complied with the relevant provisions of Chapter II of the SEBI (SAST) Regulations.

3.4.5 He is presently Chairman and Managing Director of MATRIX, CEO and Sr. Managing Director of Vorin LaboratoriesLimited (VLL) and the Director of Medicorp Technologies India Limited (MTIL). All three companies are listed.

3.4.6 Mr. N. Prasad is a full-time Director of MATRIX and VLL.

3.5 Mr. M. Ravinder

3.5.1 Mr. M. Ravinder is a resident of 3-6-100/1, West Maredpally, Secunderabad – 500 003.

3.5.2 Mr. M. Ravinder is a Post Graduate in Commerce and a Law Graduate. He has 10 years of experience in Export of finechemicals and bulk drugs and a total of 20 years of experience in business.

3.5.3 The Networth of Mr. M. Ravinder as on 05.02.2003 is Rs 25.39 Crores duly certified by the Chartered Accountants, C.Anand Rao & Co. (Membership No. 18016) of 6-3-252/2/7, Erramanzil, Hyderabad – 500 482.

3.5.4 Mr. M. Ravinder has complied with the relevant provisions of Chapter II of the SEBI (SAST) Regulations.

3.5.5 He is presently Executive Director (Finance & Corporate Services) of MATRIX and a Director in MTIL, VLL and FineDrugs & Chemicals Limited (FDCL). All four companies are listed.

3.5.6 Mr. M. Ravinder is a full-time Director of MATRIX.

3.6 Disclosure in terms of Regulation 16(ix) of the SEBI (SAST) Regulations

3.6.1 The Offer by the Acquirers is being made to comply with Regulation 11(1) of the SEBI (SAST) Regulations and also withthe objective of consolidating their holdings in MATRIX.

3.6.2 As on the date of the PA, the Acquirers do not have any plans to dispose of or otherwise encumber any assets of MATRIXin the next two years from the date of closure of the Offer, except in the ordinary course of business of MATRIX.

3.6.3 The Acquirers’ future plans include developing Research and Development facilities, long term working capitalrequirements, capital expenditure, and general corporate requirements. The Preferential Allotment was made with thesame objectives.

3.6.4 The Acquirers undertake that they will not sell, dispose of or otherwise encumber any substantial asset of MATRIXexcept with the prior approval of the shareholders.

4. OPTION IN TERMS OF REGULATION 21(3), IF APPLICABLE4.1 As public shareholding is not likely to fall below 10%, the provisions of Regulation 21(3) of the SEBI (SAST) Regulations

containing the provisions relating to delisting option are not applicable.

5. BACKGROUND OF THE TARGET COMPANY – MATRIX LABORATORIES LIMITED5.1 MATRIX is a Public Limited company, which was incorporated on November 29, 1984 having its registered office at 1-1-

151/1, IV Floor, Sairam Towers, Alexander Road, Secunderabad – 500003. MATRIX has been engaged in the businessof manufacture of Bulk Drugs for last 18 years. The manufacturing facilities are located at Medak District, Andhra Pradeshand Jeedimetla, Hyderabad.

5.2 Share Capital Structure of MATRIX

Paid-up Equity Shares of MATRIX Pre-Preferential Allotment Post-Preferential AllotmentNo. of Shares / % of Shares / No. of Shares / % of Shares /

Voting Rights Voting Rights Voting Rights Voting Rights

Fully paid-up equity shares 71,87,500 100 97,18,451 100

Partly paid-up equity shares NIL NIL NIL NIL

Total paid-up equity shares 71,87,500 100 97,18,451 100

Total voting rights in MATRIX 71,87,500 100 97,18,451 100

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5.3 There are no outstanding convertible instruments (warrants / FCDs / PCDs).

5.4 Applicable provisions of Chapter II of the SEBI (SAST) Regulations by MATRIX, its promoters and major shareholdershave been complied with within the time specified in the SEBI (SAST) Regulations except by MATRIX in the followingcases :

Sr. Regulations Due Date for Actual date of Delay, if any RemarksNo. / Sub-regulations compliance compliance (No. of Days)

as mentionedin the regulation

1. 6(2) 20.05.1997 23.11.2001 16472. 6(4) 20.05.1997 23.11.2001 16473. 8(3) 30.04.1998 23.01.2002 13644. 8(3) 30.04.1999 23.01.2002 9995. 8(3) 30.04.2000 23.01.2002 6336. 7(3) 11.05.2000 05.01.2002 6037. 8(3) 30.04.2001 25.07.2001 85

SEBI had initiated adjudication proceedings against MATRIX vide its show cause notice dated May 9, 2002, for delay incompliance and non-compliance with the provisions of Regulations 6, 7 and 8 of the SEBI (SAST) Regulations in respectof disclosures to BSE and HSE and penalty had been imposed on the Company which has been paid by the Company.

5.5 MATRIX has complied with the listing requirements and no penal action has been taken by the Stock Exchanges whereits shares are listed.

5.6 The Board of Directors of MATRIX as on the date of PA (i.e. 10th February, 2003) is as follows :

Name Designation Date of Appointment

Mr. N. Prasad * Chairman & Managing Director 06.04.2000

Mr. M. Ravinder * Executive Director (Financial & Corporate Services) 05.10.2000

Dr. C. Satyanarayana Executive Director (Technical & Business Development) 06.04.2000

Mr. G. Prabhu Kishore Executive Director (Management Services) 06.07.2002

Mr. R. Sundara Rajan Executive Director (Operations) 19.09.2002

Mr. C. Ramakrishna Director 03.02.2001

Mr. N. V. Saradhi Director 25.07.2002

Mr. J. L. Narasimha Director 06.07.2002

Dr. Mohana R. Velagapudi Director 21.04.2001

Mr. V. Narendra Babu Alternate Director to Dr. Mohana R. Velagapudi 06.07.2002

* Mr. N. Prasad and Mr. M. Ravinder are representatives of the Acquirers on the Board of MATRIX.

5.7 The shareholders of MATRIX, VLL and MTIL have in their Extra-Ordinary General Meetings held on 9th November, 2002,9th November, 2002 and 25th November, 2002, respectively, approved the proposal of Merger of MTIL and VLL withMATRIX, and also approved the scheme of amalgamation. As per the agreed scheme of amalgamation, MATRIX shallissue :

i. Two equity shares of MATRIX of Rs 10/- each for every 13 equity shares held in MTIL.

ii. Two equity shares of MATRIX of Rs 10/- each for every 13 equity shares held in VLL.

The Appointed date of the agreed scheme of amalgamation is April 01, 2002. Petitions for Merger have been filed withthe Hon’ble High Courts of Andhra Pradesh and Chennai and the scheme of amalgamation is subject to all the requisitejudicial, regulatory and other approvals including the approval of the Industrial Investment Bank of India (IIBI). Subsequentto the acquisition of 54.90% of equity shares of MTIL by MATRIX in September, 2002 and the proposal to merge MTILwith MATRIX, it was decided to restructure the debt portfolio of MTIL by prepaying high cost debt availed from ICICI Bank(ICICI) and IIBI. While ICICI’s dues have been settled, there is an outstanding dispute between MTIL and IIBI regardingthe total amount to be paid for pre-payment of the latter’s dues and IIBI have advised MTIL not to proceed with themerger proposal without their consent which is awaited.

VLL is a manufacturer of bulk drugs and intermediates. As on 31.3.2002, the Company’s paid-up equity share capitalwas Rs 810.00 Lacs and its Networth was Rs 1,608.65 Lacs. For the year ended 31.12.2001, VLL registered totalincome of Rs 16,878.95 Lacs and loss of Rs 92.31 Lacs. For the Quarter ended 31.3.2002, total income was Rs 1,664.34Lacs and loss was Rs 267.30 Lacs. VLL’s Shares are listed on HSE and BSE.

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MTIL is a manufacturer of bulk drugs, pharmaceutical products and intermediates. As on 31.3.2002, the Company’spaid-up equity share capital was Rs 1,924.45 Lacs and its Networth was Rs 659.49 Lacs. For the year ended 31.3.2002,MTIL registered total income of Rs 3,955.58 Lacs and a loss of Rs 483.34 Lacs. MTIL’s shares are listed on NationalStock Exchange, BSE and Madras Stock Exchange.

MATRIX was originally incorporated on November 29, 1984 as Herren Drugs Private Limited and subsequently convertedto a Public Limited Company with effect from October 19, 1992. The Company subsequently changed its name to HerrenDrugs & Pharmaceuticals Ltd and a fresh Certificate of Incorporation was issued on June 27, 1994. The Company haschanged its name from Herren Drugs & Pharmaceuticals Limited to Matrix Laboratories Limited and obtained a freshCertificate of Incorporation from the Registrar of Companies, Andhra Pradesh on March 21, 2001.

5.8 Financials of MATRIX (Audited)

Profit & Loss Statement (Rs in Lacs)

Particulars Six Months Ended Year Ended 31st March

30th September, 2002 2002 2001 2000

Income from Operations 11,100.69 10,388.95 6,788.49 4,519.10

Other Income 7.60 17.89 2.03 0.57

Total Income 11,108.29 10,406.84 6,790.52 4,519.67

Total Expenditure 6,178.43 9,322.67 6,123.89 4,988.32

Profit / (Loss) Before Depreciation, 4,929.86 1,084.17 666.63 (468.65)Interest and Tax

Depreciation 123.15 152.56 86.26 73.62

Interest 200.78 167.32 144.80 221.51

Profit Before Tax / (Loss) 4,605.93 764.29 435.57 (763.78)

Provision for Income Tax 125.00 46.00 16.00 ––

Provision for Deferred Tax 36.37 157.01 –– ––

Profit After Tax / (Loss) 4,444.56 561.28 419.57 (763.78)

Balance Sheet Statement (Rs in Lacs)


30th September, 2002 2002 2001 2000

Sources of Funds


Reserves & Surplus 5,513.44 1,433.12 981.18 981.18(Excluding Revaluation Reserves)

Shareholder Funds 6,232.19 2,151.87 1,380.46 1,364.86

Secured Loans 2,787.63 1,727.40 1,074.78 1,158.32

Unsecured Loans 169.80 169.80 397.41 210.22

Total 9,189.62 4,049.07 2,852.65 2,733.40

Uses of Funds

Net Fixed Assets 3,285.60 2,836.92 1,210.90 1,215.59

Investments 2,586.20 80.92 13.71 13.71

Net Current Assets 3,317.82 1,131.23 1,328.30 787.74

Total Miscellaneous –– –– 149.38 146.43Expenditure not written off

Accumulated Loss –– –– 150.36 569.93

Total 9,189.62 4,049.07 2,852.65 2,733.40

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Other Financial Data


30th September, 2002 2002 2001 2000

Dividend (%) –– 10.00 –– ––

Earnings Per Share (Rs.) 61.84 7.81 10.51 ––

Networth (Shareholder Funds - MiscellaneousExpenditure not written off-Accumulated Loss)(Rs in Lacs) 6,232.19 2,151.87 1,080.72 648.50

Return on Networth (%) 71.32 26.08 38.82 ––

Book Value per share (Rs.) 86.71 29.94 27.07 16.90

Notes:

Earnings Per Share = Profit after Tax / No. of equity shares outstanding as at the end of the financial year

Net Worth = Equity Share Capital + Reserves and Surplus – Miscellaneous

Expenditure – Accumulated Loss

Return on Net Worth = Profit after Tax / Net Worth

Book Value per share = Net Worth / No. of equity shares outstanding as at the end of the financial year

5.9 Pre and Post Offer Shareholding Pattern of MATRIX as on the date of this LOO, is as follows :

No. Shareholders’ Shareholding/ Shareholding/ Shareholding/ Shareholding/ Shareholding/Category Voting Rights Voting Rights Voting Rights Voting Rights Voting Rights

prior to the acquired under after the to be acquired after thePreferential the Preferential Preferential in the Open acquisitionAllotment and Allotment which Allotment which Offer and the Offerthe Offer triggered off triggered off (assuming

Takeover Takeover fullRegulations Regulations acceptance)

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

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

1. Promoter Groupa. Parties to the

Preferential Allotment- Mr. N. Prasad 18,17,350 25.28 1,65,476 1.70 19,82,826 20.40 19,43,691 20.00 70,15,978 72.19- Mr. M. Ravinder 7,23,986 10.07 1,65,475 1.70 8,89,461 9.15- AFL –– –– 8,00,000 8.23 8,00,000 8.23- GCSL –– –– 14,00,000 14.41 14,00,000 14.41

b. Promoters otherthan (a) above- Dr. C. Satyanarayana 2,16,000 3.01 –– –– 2,16,000 2.22 –– –– 2,16,000 2.22

Total (a+b) 27,57,336 38.36 25,30,951 26.04 52,88,287 54.41 19,43,691 20.00 72,31,978 74.41

2. Public (other than 1) (19,43,691) (20.00) 24,86,473 25.59

a. FIs / Banks / MFs 31,450 0.44 31,250 0.33

b. Others 43,98,714 61.20 –– –– 43,98,714 45.26

Total (a+b) 44,30,164 61.64 –– –– 44,30,164 45.59 29,92,664 30.80

Grand Total (1+2) 71,87,500 100.00 25,30,951 26.04 97,18,451 100.00 97,18,451 100.00

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Shareholding Pattern of Financial Institutions (FIs), Banks and Mutual Funds (MFs) is given below :

No. Name No. of Shares %

1. Financial Institutionsa. Karnataka State Industrial Investments 20,000 0.21

2. Banksa. Tamilnadu Mercantile Bank Ltd. 100 0.00b. Rajasthan Bank Financial Services Ltd. 3,700 0.04c. The Vysya Bank Ltd. 3,400 0.04d. Indian Bank 1,300 0.01e. Bank of India 100 0.00f. Punjab National Bank 1,250 0.01

3. Mutual Fundsa. Bank of India – A/c. BOI Mutual Fund 800 0.01b. Southern India Depository Services Pvt. Ltd. 700 0.01c. Canara Bank Trustee Canbank Mutual Fund 100 0.00

Total (1+2+3) 31,450 0.33Note :

1. The actual position may differ depending on the response received in the Open Offer.

2. The Acquirers have not purchased any shares after the PA till the date of LOO.

3. The total number of shareholders in public category are 6,137.

5.10 Shareholding of the Acquirers in MATRIX prior to the Preferential Allotment made on 28th January, 2003 and5th February, 2003 :

5.10.1 Mr. N. Prasad

Date of Mode of Open Offer Details Shares ShareholdingAcquisition Acquisition Offer for Shares Tendered Acquired No. of % to Voting

Shares Capital

December 4, 2001 Opening Balance - - - 3,48,970 4.85

December 4, 2001 Acquisition Agreementwith Mr. M. Ravinder &Dr. C. Satyanarayana - - 7,32,030 10,81,000 15.04

December 10, 2001 Open Offer 14,37,380 84,700 84,700 11,65,700 16.22

July 1, 2002 * Open Market - - 6,51,650 18,17,350 25.28

* Date of transfer in the name of Mr. N. Prasad

5.10.2 Mr. M. Ravinder

Date of Mode of Open Offer Details Shares ShareholdingAcquisition Acquisition / Sale Offer for Shares Tendered Acquired No. of % to Voting

Shares Capital

May 1, 2000 Opening Balance - - - NIL NILMay 1, 2000 Acquisition Agreement - - 7,18,125 7,18,125 18.78May 5, 2000 Open Offer @ 7,75,000 3,15,600 2,37,631 9,55,756 25.00February, 2001 Open Market - - 35,060 9,90,816 25.91June 14, 2001 Preferential Issue - - 3,59,000 13,49,816 18.75 *August 28, 2001 Open Market - - 1,500 13,51,316 18.77December 4, 2001 Sale Agreement

with Mr. N. Prasad - - (6,29,830) 7,21,486 10.04 #

December 31, 2001 ** Open Market - - 2,500 7,23,986 10.07

@ Open Offer made jointly by Mr. M. Ravinder and Dr. C. Satyanarayana for 7,75,000 equity shares. Out of the 3,15,600shares tendered, Mr. M. Ravinder acquired 2,37,631 shares and remaining 77,969 shares were acquired by Dr. C.Satyanarayana.

* Paid-up Equity Capital increased from 38,23,736 shares to 72,00,000 shares on account of Preferential Issue made inJune, 2001

# Paid-up Equity Capital decreased to 71,87,500 shares from 72,00,000 shares on account of forfeiture of 12,500 EquityShares

** Date of transfer in the name of Mr. M. Ravinder

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5.10.3AFL and GCSL have not acquired any equity shares of MATRIX other than in the Preferential Allotment which triggeredthis Open Offer.

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS6.1 Justification of Offer Price

6.1.1 The equity shares of MATRIX are listed on the Stock Exchange, Mumbai (“BSE”) and the Hyderabad Stock Exchange(“HSE”).

6.1.2 As per the information available, the shares of MATRIX are deemed to be infrequently traded on HSE and frequentlytraded on BSE within the meaning of the Explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations. Theannualized trading turnover during the preceding six months prior to the month in which the Board Resolution dated 9th

October, 2002 was passed, i.e. April 2002 – September, 2002 in each of the Stock Exchanges is as follows:

Stock Exchange Total No. Shares Traded Total No. of Listed Annualized TradingDuring 6 Calendar Months Shares Turnover (as %

prior to the month in which of Total Shares Listed)the Board Resolution

dated 9th October, 2002was passed

Hyderabad Stock Exchange 315 71,87,500 0.01%

The Stock Exchange, Mumbai 10,36,053 71,87,500 28.83%

6.1.3 As the annualized trading turnover (by number of shares) is more than 5% of the total number of listed shares on BSE,the shares of MATRIX are frequently traded in terms of the SEBI (SAST) Regulations. In accordance with Regulation20(4) of the SEBI (SAST) Regulations, the Offer Price of Rs 276/- per share is higher than any of the following :

a. Negotiated Price under the agreement for acquisition of share or voting rights Not Applicableor deciding to acquire shares or voting rights in terms of Regulation 20(4)(a)of the SEBI (SAST) Regulations.

b. Highest Price paid by the Acquirers for acquisitions including by way of allotment in a Rs 107.00Preferential Issue during the 26 weeks prior to 10th February, 2003(i.e. the date of PA) in terms of Regulation 20(4)(b) of the SEBI (SAST) Regulations.

c. The average of the weekly high and low of the closing prices for the equity shares Rs 87.14of MATRIX for the 26 week period prior to 9th October, 2002, i.e. the date of the BoardResolution which considered the Preferential Issue, in terms of Regulations 20(11) and20(4)(c) of the SEBI (SAST) Regulations.

d. The average of the daily high and low prices of the equity shares of MATRIX during Rs 105.75the 2 week period prior to 9th October, 2002, i.e. the date of the Board Resolutionwhich considered the Preferential Issue, in terms of Regulations 20(11) and 20(4)(c)of the SEBI (SAST) Regulations.

6.1.4 Information on the 26 weeks price movements of MATRIX on BSE :

26 weeks weekly high / low of closing prices

Week No. Week Ending High Low Average Volume(Rs.) (Rs.) (Rs.) (No. of Shares)

1 16th April, 2002 60.05 45.00 52.53 21,755

2 23rd April, 2002 51.00 47.10 49.05 7,925

3 30th April, 2002 51.00 46.00 48.50 2,540

4 7th May, 2002 48.60 47.50 48.05 4,650

5 14th May, 2002 48.00 46.15 47.08 8,200

6 21st May, 2002 50.05 45.50 47.78 10,525

7 28th May, 2002 53.50 50.15 51.83 10,203

8 4th June, 2002 53.00 49.50 51.25 2,743

9 11th June, 2002 53.00 50.20 51.60 8,417

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Week No. Week Ending High Low Average Volume(Rs.) (Rs.) (Rs.) (No. of Shares)

10 18th June, 2002 55.00 50.10 52.55 13,171

11 25th June, 2002 72.30 55.00 63.65 31,613

12 2nd July, 2002 96.00 73.50 84.75 50,256

13 9th July, 2002 131.70 90.00 110.85 64,453

14 16th July, 2002 132.45 118.35 125.40 1,59,885

15 23rd July, 2002 134.30 127.50 130.90 86,342

16 30th July, 2002 145.75 131.60 138.68 1,18,539

17 6th August, 2002 126.65 118.35 122.50 63,617

18 13th August, 2002 127.30 111.75 119.53 55,395

19 20th August, 2002 114.40 103.20 108.80 24,720

20 27th August, 2002 115.05 103.75 109.40 57,798

21 3rd September, 2002 115.10 109.85 112.48 73,612

22 10th September, 2002 109.95 104.45 107.20 22,942

23 17th September, 2002 113.45 108.55 111.00 56,530

24 24th September, 2002 109.90 106.05 107.98 35,204

25 1st October, 2002 107.25 105.45 106.35 17,032

26 8th October, 2002 107.10 105.00 106.05 12,201

2 weeks daily high / low

Day No. Dates High Low Average Volume(Rs) (Rs) (Rs) (No. of Shares)

1. 25th September, 2002 106.00 103.10 104.55 3,721

2. 26th September, 2002 107.00 105.50 106.25 470

3. 27th September, 2002 107.50 104.00 105.75 2,215

4. 30th September, 2002 110.75 107.00 108.88 6,915

5. 1st October, 2002 107.00 104.95 105.98 3,711

6. 3rd October, 2002 106.00 105.10 105.55 1,970

7. 4th October, 2002 105.00 103.25 104.13 2,205

8. 7th October, 2002 106.00 103.20 104.60 4,356

9. 8th October, 2002 108.20 104.00 106.10 3,670

Source : www.bseindia.comThe Offer Price of Rs 276/- per share is therefore justified.

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6.1.5 As the shares of MATRIX are deemed to be infrequently traded on HSE, the required disclosures in accordance withRegulation 20(5) of the SEBI (SAST) Regulations are as follows :

1. Negotiated Price under the agreement for acquisition of share or voting rights Not Applicableor deciding to acquire shares or voting rights in terms of Regulation 20(5)(a)of the SEBI (SAST) Regulations.

2. Highest Price paid by the Acquirers for acquisitions by way of allotment in a Rs 107/-Preferential Issue during the 26 weeks prior to 10th February, 2003 (i.e. the date of PA) in terms of Regulation 20(5)(b) of the SEBI (SAST) Regulations.

3. Other Parameters :

Six Months Ended Year Ended 31st

30th September, 2002 March, 2002

Return on Networth (%) 71.32 26.08

Book Value per share (Rs.) 86.71 29.94

Earnings Per Share (Rs.) 61.84 7.81

Price to Earnings Ratio (based on the Offer Price) 4.5 35.3

Industry P/E Ratio as on date : 11.9(Source : Capital Market Vol. XVII/25 Dated Mar. 2, 2003)

6.1.6 There is no non-compete agreement entered into.

6.1.7 In terms of Regulation 20(11), the Offer Price of Rs 276/- per share is justified.

6.1.8 If the Acquirers acquire shares after the date of the PA and upto 7 working days prior to the close of the Offer at a pricehigher than the Offer Price, then the highest price paid for such acquisitions shall be payable for all acceptances receivedunder this Offer as per Regulation 20 of the SEBI (SAST) Regulations.

6.2 Financial Arrangements

6.2.1 The maximum purchase consideration payable by the Acquirers, in the case of full acceptance of the Offer (i.e. for19,43,691 fully paid up equity shares of Rs. 10/- each at the rate of Rs 276/- per equity share), would be Rs 53,64,58,716/-.

6.2.2 In accordance with Regulation 28(2) of the SEBI (SAST) Regulations, the Acquirers are required to deposit in Escrow anamount of Rs 13,41,14,679/- being 25% of the consideration payable under the Public Offer. Accordingly, the Acquirershave deposited with the Manager to the Offer 6,00,000 equity shares of Rs 10/- each fully paid-up of MATRIX whoseaggregate market value as on 19th March, 2003 is Rs 28,05,50,000/- (Market Price of Rs 280.55 per share), in terms ofRegulation 28(4). In accordance with Regulation 28(10), the Acquirers have opened an Escrow Account with AndhraBank, R. P. Road Branch, Secunderabad, A/c No. CA / 01 / 00007135 and have deposited an amount of Rs 54,00,000/-(Rupees Fifty-four Lacs) representing more than 1% of the total consideration payable as and by way of security forfulfillment of the obligations under the Regulations by the Acquirers.

6.2.3 SMIFS has been duly authorised by the Acquirers to realize the value of the Escrows in Bank Account and by deposit ofsecurity in terms of the SEBI (SAST) Regulations. If there is any deficit on realization of value of the securities, theManager to the Offer shall make good any such deficit in accordance with Regulation 28(7) of SEBI (SAST) Regulations.

6.2.4 The Acquirers have adequate financial resources to meet the financial requirements of the Offer and have made firmarrangements from internal accruals / domestic market borrowings to fulfill the obligations under the Open Offer in full,in terms of Regulation 16(xiv) of SEBI (SAST) Regulations.

6.2.5 Mr. C. Maruti Nagendram (Membership No. 203897), M/s. C. Anand Rao & Co. (Membership No. 18016) and Mr. P.Bikshapati (Membership No. 208820), Chartered Accountants, vide certificates dated 08/02/2003, have confirmed thatthe Acquirers have sufficient resources to meet all required financial obligations under the Offer. Based on this, theManager to the Offer confirms that the firm arrangements for funds and money for payment through verifiable means arein place to fulfill the offer obligations.

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Details of above referred Chartered Accountants :

Acquirers Networth Certified by Address Telephone

Mr. N. Prasad Mr. C. Maruti Nagendram 1-1-298/2/B/3, 1st Floor, Showbhagya 040-2767 6269 / 70Avenue, Street No. 1, Ashok Nagar,Hyderabad – 500 020.

Mr. M. Ravinder M/s C. Anand Rao & Co. 6-3-252/2/7, Erramanzil, 040-2332 3561& AFL Hyderabad – 500 482.

GCSL Mr. P. Bikshapati 6-3-1090/1/A, 31, Pancom Chambers, 040-23311587 / 8152Raj Bhavan Road,Hyderabad – 500 082.

7. TERMS & CONDITIONS OF THE OFFER7.1 Locked-in Shares

The Acquirers will accept all locked-in shares of MATRIX, if any, tendered pursuant to the Offer subject to the continuationof the residual lock-in period in the hands of the Acquirers.

7.2 Eligibility for accepting the Offer

The present Offer is being made to all shareholders (except the Acquirers / Dr. C. Satyanarayana) whose names appearin the Register of Members of MATRIX as on the Specified Date (i.e. 10th February, 2003 (Monday)) and also to thosepersons (except the Acquirers / Dr. C. Satyanarayana) who own the shares any time prior to the close of the Offer but arenot registered shareholder(s). Accidental omission to dispatch this LOO, non-receipt, or delayed receipt of this LOO willnot invalidate this Offer in any way.

The LOO will be mailed to equity shareholders of MATRIX whose names appear in the Register of Members of MATRIXat the close of business hours as on 10th February, 2003 (Monday) (being the “Specified Date”).

Shareholders who wish to tender their shares should submit documents in accordance with the procedure specified insection 8 of the LOO and the FOA.

7.3 Statutory Approvals

7.3.1 Acquisition of shares from Non Resident shareholders is subject to the approval of the Reserve Bank of India (RBI). TheAcquirers will make an application to RBI for acquisition of shares, if any, from non-residents after the closure of theOffer.

7.3.2 No other statutory approvals other than the one mentioned above are required for the purpose of implementation of theOffer.

7.3.3 However, the Offer would also be subject to all statutory approvals that may become applicable prior to the completion ofthis Offer.

7.3.4 In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirers forpayment of consideration to shareholders, subject to the Acquirers agreeing to pay interest for the delayed period asdirected by the SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations.

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT8.1 Shareholders of MATRIX who wish to avail of this Offer should forward the under mentioned documents by hand delivery

/ registered post to the Registrar to the Offer, Venture Capital and Corporate Investments Ltd., on or before the close ofspecified time (as stated below) on 20th May, 2003 (Tuesday).

8.2 REGISTERED shareholders should enclose :

l Form of Acceptance-cum-Acknowledgment (FOA) duly completed and signed in accordance with theinstructions contained therein, by all shareholders whose names appear on the share certificates.

l Original Share Certificate(s).

l Valid Share Transfer form(s) duly signed as transferors by all registered shareholders in the same order as perspecimen signatures registered with MATRIX and duly witnessed at the appropriate place. A blank share Transferform is enclosed along with this LOO.

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Beneficial owners (holders of shares in Dematerialised Form) should enclose :

l FOA duly completed and signed in accordance with the instructions contained therein, by all shareholders whosenames appear in the same order in which their names appear in their beneficiary account.

l A photocopy of the Delivery instruction in “Off–market” mode or counterfoil of the delivery instruction in “Off-market” mode duly acknowledged by the Depository Participant (“DP”) in favour of the special depository account.

The Registrar to the Offer has opened the special depository account in NSDL with Stock Holding Corporation of IndiaLimited. The details of the special depository account are as follows :

Name of the Special Depository Account Depository Participant ID Beneficiary ID

VCCIL – Escrow A/c – Matrix Laboratories Limited – Open Offer IN301022 20702490

Shareholders having their beneficiary account in CDSL have to use inter-depository delivery instruction slip for thepurpose of crediting their shares in favour of the special depository account with NSDL.

8.3 UNREGISTERED shareholders should enclose :

l FOA duly completed and signed in accordance with the instructions contained therein by the person acceptingthe Offer.


l Valid Share Transfer form(s) as received from market.

l Original contract note issued by the broker through whom the shares were acquired.

8.4 The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirersas buyers will be filled by the Acquirers upon verification of the FOA and the same being found valid. All other requirementsfor valid transfer will be a precondition for valid acceptance.

8.5 Non-Resident shareholder(s) will submit a copy of the original approval along with the shares tendered.

8.6 Market lot would be 1 for both physical and demat shares.

8.7 The documents mentioned above should be sent only to the Registrar to the Offer and NOT to the Acquirers, or MATRIX,or the Manager to the Offer.

8.8 All owners of the equity shares of MATRIX, registered or unregistered (except the Acquirers / Dr. C. Satyanarayana), areeligible to participate in the Offer. Unregistered owners including shareholders who have sent their shares for transfer /demat can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No.of equity shares held, No. of equity shares offered, Distinctive Nos., Folio No., together with original Share Certificate(s),valid transfer deed(s) and the original contract note issued by the broker through whom they acquired their Shares. Noindemnity is required from the unregistered owners.

8.9 In case of non-receipt of LOO, shareholders may obtain a copy of the same by writing to the Registrar to the Offer at theaddress stated below clearly marking the envelope “MATRIX – Open Offer”. In case of non-receipt of the LOO, shareholderscan make an application on a plain paper stating their name, address, folio number, distinctive number(s), number ofshares held, number of shares offered, original share certificate(s), duly signed transfer deed(s), DP name, DP ID,beneficiary account number and a photocopy of the delivery instructions in “Off market” mode or counterfoil of thedelivery instructions in “Off market” mode duly acknowledged by the DP in favour of the special depository account, asmay be relevant, to the Registrar to the Offer on or before the close of the Offer i.e. 20th May, 2003 (Tuesday).

8.10 A copy of the LOO (including FOA and FOW), the PA and Corrigendum to PA will be available on SEBI’s web site http://www.sebi.gov.in. The FOA can be downloaded and used as an application. The shareholder(s) must send a coveringletter along with the above mentioned details stating acceptance of the Offer on the terms and conditions set out in theLOO.

8.11 Unregistered shareholders should not sign the transfer deed and the transfer deed should be valid for transferas stated above.

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8.12 The FOA along with the share certificate(s), signed transfer form(s) and other documents should be submitted at theCollection Centre given below by hand delivery during the period the Offer is open :

Sr. No. City Address Contact Person Working days & timing

1. Hyderabad Venture Capital and Corporate Mr. E. S. K. Prasad, Monday to SaturdayInvestments Ltd. Chief Executive 9.a.m. to 1 p. m. &Regd. Office : 6-2-913/914, 2 p.m. to 5 p.m.3rd Floor, Progressive Towers,Khairtabad, Hyderabad 500 004Tel. No. : 040 – 23322262 / 64Fax No. : 040 – 23324803Email : [email protected]

Shareholders, who cannot hand deliver their documents at the Collection Centre referred above, may send the same byRegistered Post, at their own risk, to the Registrar to the Offer. Please mark the envelope clearly with the words “MATRIX– Open Offer”. The address where the documents should be sent is given below :

Venture Capital and Corporate Investments Ltd.(Unit : MATRIX – Open Offer)Regd. Office : 6-2-913/9143rd Floor, Progressive TowersKhairtabadHyderabad – 500 004.

8.13 The payment of consideration to those shareholders, whose equity share certificates and other documents are found inorder and are accepted by the Acquirers, will be through a crossed account payee cheque / demand draft / pay order.The intimation regarding the acceptance (in part or full) or rejection of the shares and the corresponding payment for theacquired shares and /or share certificates for the rejected shares will be dispatched to the shareholders by registeredpost at the shareholders’ sole risk. Shares held in demat form to the extent not accepted will be credited back to thebeneficial account with the respective DP as per the details furnished by the beneficial owner in the FOA.

8.14 All cheques / demand drafts will be drawn in the name of the first holder, in case of joint registered holders. In case ofunregistered owner of the shares, payment will be made in the name of the person specified by such owner. No indemnityis required from unregistered shareholders. It is desirable that the shareholders provide bank details in the FOA, forincorporation in the cheque / demand draft.

8.15 The Registrar to the Offer will hold in trust the shares / share certificates, shares lying in credit of the special depositoryaccount, FOA, if any, and the transfer form(s) on behalf of the shareholders of MATRIX who have accepted the Offer, tillthe cheques / demand drafts for the consideration and / or the unaccepted shares / share certificates are despatched /returned.

8.16 In case, the number of shares offered for sale are more than the shares agreed to be acquired, the Acquirers shallaccept the offers received on a proportionate basis, in consultation with the Manager to the Offer, ensuring that the basisof acceptance is decided in a fair and equitable manner. Unaccepted Share Certificate(s), transfer forms and otherdocuments, if any, will be returned by registered post at the shareholders’ / unregistered owners’ sole risk to the sole /first shareholder. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners’depository account with the respective depository participant as per the details furnished by the beneficial owner in theFOA.

8.17 The Acquirers shall complete all procedures relating to the Offer latest by 19th June, 2003 (Thursday). In case of delay inreceipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirers for payment of considerationto shareholders, subject to the Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms ofRegulation 22(12) of the SEBI (SAST) Regulations.

9. DOCUMENTS FOR INSPECTION9.1 The following documents are regarded as material documents and are available for inspection at the office of SMIFS

Capital Markets Limited, 15B, Chandermukhi, Nariman Point, Mumbai - 400 021, Monday to Friday between 11.00 a.m.– 5.00 p.m. until the Offer closes.

9.1.1 Certificate of Incorporation, Memorandum and Articles of Association of AFL and GCSL.

9.1.2 Chartered Accounts’ Certificates certifying the net worth of Mr. N. Prasad and Mr. M. Ravinder.

9.1.3 Chartered Accountants’ Certificates certifying the adequacy of financial resources with the Acquirers to fulfil the OpenOffer obligations.

9.1.4 Audited annual reports of AFL and GCSL.

18

9.1.5 Audited annual reports of MATRIX.

9.1.6 Letter from the Andhra Bank, R. P. Road Branch, Secunderabad confirming the amount deposited in the EscrowAccount No. CA / 01 / 00007135 and a lien marked in favour of the Manager to the Offer dated 10/02/2003.

9.1.7 A published copy of PA dated 10th February, 2003.

9.1.8 A published copy of Corrigendum dated 10th April, 2003 to PA.

9.1.9 A copy of the Letter dated April 3, 2003 from SEBI in terms of proviso to Regulation 18(2) of the SEBI (SAST)Regulations.

9.1.10 Agreement dated 7th February, 2003 between the Acquirers and the Manager to the Offer for deposit in Escrow6,00,000 shares of Rs 10/- each of MATRIX, fully paid-up, market price Rs 315.95 (on BSE) as on 7th February, 2003and letter dated 7th February, 2003 from the Acquirers to the Manager to the Offer handing over the said shares fordeposit in Escrow.

9.1.11 A copy of the agreement entered into with Depository Participant for opening a special depository account for thepurpose of the offer.

9.1.12 A copy of notice of the EGM of MATRIX held on 6th November, 2002 in which shareholders have passed the Resolutionfor the issuance of shares on Preferential Allotment.

10. DECLARATION BY THE ACQUIRERS10.1 The Acquirers accept full responsibility for the information contained in this LOO in terms of Regulation 22(6) of SEBI

(SAST) Regulations.

10.2 The Acquirers would be jointly and severally responsible for ensuring compliance with the SEBI (SAST) Regulations.

10.3 Mr. M. Ravinder has been duly and legally authorised by the Acquirers to be the authorised signatory to the LOO.

For and on behalf of the Acquirers, viz., Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and G2 CorporateServices Limited

By their duly constituted Attorney

sd/-

Mr. M. Ravinder

Place : Secunderabad

Date : 12th April, 2003.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please send this Form with enclosures to the Registrars to the Offer at their address given overleaf)

FORM OF WITHDRAWAL

To,Venture Capital and Corporate Investments Ltd.(Unit : MATRIX – Open Offer)6-2-913/914, 3rd floorProgressive Towers, KhairtabadHyderabad – 500 004

Dear Sir,

Sub : Open Offer for purchase of 19,43,691 Equity Shares of Matrix Laboratories Limited representing 20% of its voting capital at an Offer Priceof Rs 276/- per fully paid up equity share by Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and G2 Corporate Services Limited(collective referred as the Acquirers).

I / We refer to the Letter of Offer dated 10th April, 2003 for acquiring the equity shares held by me / us in Matrix Laboratories Limited.

I/ We wish to withdraw from the offer and enclose the original “acknowledgement slip” and details in respect of my / our shares are as below :

Ledger Folio No _____________________________________________________________________________________________ _ No. of Share Certificate(s) ________________________________________________________________________________________

HOLDER(S) FULL NAME(S) OF THE HOLDERS(S) ADDRESS SIGNATURE(S)

Sole/First

Second

Third

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

Place:

Date:

I / We request you to credit my / our shares to the Depository Account mentioned above and send me / us back the Delivery Instruction / inter depositoryslip which I / we have lodged with you at the time of tendering the shares.

Kindly send the above documents at the address mentioned below :

Yours faithfully,

Signed and delivered

DP Name Beneficiary ID No. of Shares Name of the Beneficiary (ies)

(Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)

I / We request you to send me / us back the Share Certificate(s), Transfer Deed and original contract note issued by my / our broker (in case ofunregistered shareholders at the address mentioned below.

I / We hold Shares in dematerialized form with NSDL and the details of the same are as below :

I / We hold Shares in dematerialized form with CDSL and the details of the same are as below :

From:

Sr. No Certificate No. Distinctive Nos. No. of Shares

From To

Total Number of Shares

OFFEROFFER OPENS ON Monday, 21st April, 2003

OFFER CLOSES ON Tuesday, 20th May, 2003

LAST DATE OFWITHDRAWAL Tuesday, 13th May, 2003

---------------------------------------------------------------------------------------------- Tear along this line --------------------------------------------------------------------------------------------------Acknowledgement Slip (To be filled in by the Shareholder)

DP Name DP ID Client ID No. of Shares Name of the Beneficiary (ies)

(For Shares tendered against open offer made by the Acquirers)Received from Mr. / Ms / M/s : ___ _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Folio No. / DP ID / Beneficiary ID : _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Address : _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________Note : All future correspondence, if any, should be addressed to Registrars to the Offer, at the address mentioned below:Venture Capital and Corporate Investments Ltd., 6-2-913/914, 3rd floor, Progressive Towers, Khairtabad, Hyderabad 500 004,Tel No. : 040 – 23322262 / 64, Fax No. : 040 – 23324803, Email : [email protected], Contact Person : E. S. K. Prasad, Chief Executive

Stamp of collection center

COLLECTION CENTRES

Sr. No. City Address Contact Person Working days &timing

1. Hyderabad Venture Capital and Corporate Investments Ltd. Mr. E. S. K. Prasad, Monday to SaturdayRegd. office 6-2-913/914, 3rd floor, Chief Executive 9.a.m. to 1 p. m. &Progressive Towers, Khairtabad, 2 p.m. to 5 p.m.Hyderabad 500 004Tel. No. : 040 – 23322262 / 64Fax No. : 040 – 23324803Email : [email protected]

INSTRUCTIONS

1. Shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer as per the mode ofdelivery indicated therein on or before the last date of withdrawal i.e. 13th May, 2003 (Tuesday).

2. Shareholders should enclose the following :

i. For Equity shares held in demat form :

Beneficial owners should enclose

l Form of Withdrawal duly completed and signed in accordance with the instructions contained therein by all shareholders whosenames appear in the same order in which their names appear in their beneficiary account.

l Acknowledgement slip in original / Copy of the submitted Form of Acceptance-cum-Acknowledgement in case delivered byRegistered A.D.

l Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, dulyacknowledged by the DP.

ii. For Equity shares held in physical form :

Registered Shareholders should enclose :

l Form of Withdrawal duly completed and signed in accordance with the instructions contained therein, by all shareholders whosenames appear on the share certificates.


l In case of partial withdrawal, valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in caseof joint holdings) in the same order and as per specimen signatures registered with Matrix Laboratories Limited and dulywitnessed at the appropriate place

Unregistered owners should enclose :

l Form of Withdrawal duly completed and signed in accordance with the instructions contained therein.


3. The withdrawal of Shares will be available only for the Share Certificates / the Shares that have been received by the Registrar to the Offer/ Special Depository Escrow Account.

4. The intimation of returned Shares to the Shareholders will be at the address as per the records of the Target Company / Depository as thecase may be.

5. The Form of Withdrawal should be sent only to the Registrar to the Offer.

6. In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will bereturned on receipt of share certificates from the Target Company. The facility of partial withdrawal is available only to registered shareholders.

7. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit intheir DP account.

All future correspondence, if any, should be addressed to the Registrar to the OfferVenture Capital and Corporate Investments Ltd.

(Unit : MATRIX – Open Offer)6-2-913/914, 3rd floor, Progressive Towers, Khairtabad, Hyderabad 500 004

Tel No. : 040 – 23322262 / 64 l Fax No. : 040 – 23324803Email : [email protected]

Contact Person : E. S. K. Prasad, Chief Executive

----------------------------------------------------------------------------------------------------- Tear along this line ---------------------------------------------------------------------------------------

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please send this Form with enclosures to the Registrars to the Offer at their address given overleaf)

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENTFROM

To,Venture Capital and Corporate Investments Ltd.(Unit : MATRIX – Open Offer)6-2-913/914, 3rd floor, Progressive Towers, KhairtabadHyderabad – 500 004Dear Sirs,Sub : Open Offer for purchase of 19,43,691 Equity Shares of Matrix Laboratories Limited representing 20% of its voting capital at an Offer Price ofRs 276/- per fully paid up equity share by Mr. N. Prasad, Mr. M. Ravinder, Alltime Formulations Limited and G2 Corporate Services Limited (collectivereferred as the Acquirers).I / We refer to the Letter of Offer dated 10th April, 2003 for acquiring the equity shares held by me / us in Matrix Laboratories Limited.I / We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.I / We accept the offer and enclose the original share certificate(s) and duly signed transfer deeds in respect of my / our shares as detailed below :Ledger Folio No. _____________________________ No. of Share Certificate ______________________________________

(Please attach an additional sheet of paper and authenticate the same, if the above space is insufficient)I / We, hold Shares in dematerialized form with NSDL, accept the offer and enclose photocopy of the delivery instruction favouring Special DepositoryAccount duly acknowledged by the Depository Participant in respect of my / our equity shares as detailed below:

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

I / We have done an off market transaction for crediting the shares to the special depository account with NSDL styled “VCCIL – Escrow A/c – Matrix Laboratories Limited –Open Offer” DP Name is Stock Holding Corporation of India Limited, DP Id is IN 301022 and Client ID is 20702490.I / We, hold Shares in dematerialized form with CDSL, accept the offer and enclose the inter depository slip duly acknowledged by the Depository Participant for purpose ofcrediting my / our shares in favour of the special depository account with NSDL.I / We confirm that the equity shares of Matrix Laboratories Limited 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 the shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer,shall have the option to withdraw acceptance tendered by him up to 13th May, 2003 (Tuesday), being three working days prior to the date of closure of the Offer by submittingthe enclosed Form of Withdrawal or by making an application on plain paper along with relevant details.I / We note and understand that the original share certificate(s), valid share transfer deed(s) and the shares in special depository account will be held in trust for me / us byRegistrar to the Offer until the time the Acquirers give the purchase consideration as mentioned in the Letter of Offer. I / We also note and understand that the Acquirers willpay the purchase consideration only after verification of the documents and signatures.I / We note and understand that the Shares would lie in the special depository account until the time the Acquirers make payment of purchase consideration as mentioned inthe Letter of Offer.I / We authorize the Acquirers to accept the shares so offered which they may decide to accept in consultation with the Merchant Banker and in terms of the Letter of Offerand I / We further authorize the Acquirer to return to me / us, the equity share certificate(s) in respect of which the Offer is not found valid / not accepted, specifying the reasonsthereof and in the case of dematerialised shares, to the extent not accepted will be released to my / our Depository Account at my / our sole risk.I / We authorize the Acquirers to send by registered post the cheque / demand draft / pay order, in settlement of the amount to the sole / first holder at the address mentionedbelow :

Holder(s) Full Name(s) of the Holder(s) Address Signatures

Sole / First

Second

Third

Note : In case of joint holdings all must sign. A Corporation must affix its common seal.Place : __________________________________ Date :________________________So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of Bank Account of the sole / first shareholder and theconsideration cheque / demand draft / pay order will be drawn accordingly.

Name of the Bank Branch Savings / Current A/c No. City

---------------------------------------------------------------------------------------------------(Tear Here) --------------------------------------------------------------------------------------------------Acknowledgment Slip (To be filled in by the Shareholder)

Received from Mr. / Ms / M/s___________________________________________________________________________Folio No. / DP ID / Beneficiary ID : ________________________________________________________Address _____________________________________________________________________________________________No . of Share certificates enclosed ___________________________ Certificate No. _____________________________Total number of Share(s) enclosed _________________________________Note : All future correspondence, if any, should be addressed to Registrars to the Offer, at the address mentioned below :Venture Capital and Corporate Investments Ltd., 6-2-913/914, 3rd floor, Progressive Towers, Khairtabad, Hyderabad 500 004, Tel No. : 040 – 23322262 / 64,Fax No. : 040 – 23324803, Email : [email protected], Contact Person : E. S. K. Prasad, Chief Executive

Stamp of collection centre

Sr. No Certificate No. Distinctive Nos. Number of Shares

From T o

Total Number of Shares

The Permanent Account No. (PAN/GIR No.) alloted under the Income Tax Act 1961 is as under

Sole / First Holder Second Holder Third Holder

PAN/GIR No.

(For Shares tendered against open offermade by the Acquirers)

OFFEROFFER OPENS ON Monday, 21st April, 2003

OFFER CLOSES ON Tuesday, 20th May, 2003

COLLECTION CENTRES

Sr. No. City Address Contact Person Working days &timing

1. Hyderabad Venture Capital and Corporate Investments Ltd. Mr. E. S. K. Prasad, Monday to SaturdayRegd. office 6-2-913/914, 3rd floor, Chief Executive 9.a.m. to 1 p. m. &Progressive Towers, Khairtabad, 2 p.m. to 5 p.m.Hyderabad 500 004Tel. No. : 040 – 23322262 / 64Fax No. : 040 – 23324803Email : [email protected]

INSTRUCTIONS

1. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the specialdepository account, before the close of the Offer. The Form of Acceptance cum Acknowledgement of such demat sharesnot credited in favour of the special depository account, before the close of the Offer will be rejected.

2. Shareholders should enclose the following :

i. For Equity shares held in demat form :Beneficial owners should enclose

l Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions containedtherein by all shareholders whose names appear in the same order in which their names appear in their beneficiaryaccount.

l Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode,duly acknowledged by the DP.

ii. For Equity shares held in physical form :Registered Shareholders should enclose :

l Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions containedtherein, by all shareholders whose names appear on the share certificates.


l Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in thesame order and as per specimen signatures registered with Matrix Laboratories Limited and duly witnessed at theappropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer.

Unregistered owners should enclose :l Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained

therein.


l Original broker contract note.

l Valid Share Transfer form(s) as received from the market.

The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirers as buyerswill be filled by the Acquirers upon verification of the Form of Acceptance and the same being found valid. All other requirementsfor valid transfer will be preconditions for valid acceptance.

3. The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar to the Offer andnot to the Manager to the Offer or the Acquirers or Matrix Laboratories Limited.

4. Non-resident shareholders should enclose a copy of the permission received from RBI for the equity shares held by themin Matrix Laboratories Limited. If the shares are held under General Permission of RBI, the non-resident shareholder shouldstate that the shares are held under General Permission and whether on repatriable basis or non-repatriable basis.

5. Non resident shareholders should enclose No Objection certificate / Tax Clearance certificate from the Income TaxAuthorities under Income-Tax Act, 1961, indicating the tax to be deducted by the Acquirers before remittance ofconsideration otherwise tax will deducted at marginal rate as may be applicable to the category of the shareholder on theconsideration payable by the Acquirers.

All future correspondence, if any, should be addressed to the Registrar to the OfferVenture Capital and Corporate Investments Ltd.

(Unit : MATRIX – Open Offer)6-2-913/914, 3rd floor, Progressive Towers, Khairtabad, Hyderabad 500 004

Tel No. : 040 – 23322262 / 64 Fax No. : 040 – 23324803 Email : [email protected] Person : E. S. K. Prasad, Chief Executive

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