Rights Issue -Letter of Offer - MTS India

LETTER OF OFFER

FOR PRIVATE CIRCULATION TO THE EXISTING EQUITY SHAREHOLDERS OF

SISTEMA SHYAM TELESERVICES LIMITED

(Formerly known as Shyam Telelink Limited)
Incorporated as a Public Limited Company under the Companies Act, 1956

Date of Incorporation: 20th April 1995
5HJLVWHUHG2I¿FH: MTS Tower, 3, Amrapali Circle, Vaishali Nagar, Jaipur-302021 (Rajasthan), India

Tel. No. +91 0141 5100510 Fax : +91 0141 5100310;
&RUSRUDWH2I¿FH 334, MTS India Tower, Udyog Vihar, Phase-IV, Gurgaon-122001 (Haryana), India

Tel. No. +91 124 4812835 Fax : +91 124 4812825
Website : www.mtsindia.in

&RQWDFW3HUVRQ0U5DVKLG-0DOLN&RPSDQ\6HFUHWDU\DQG&RPSOLDQFH2I¿FHUE-mail: [email protected]

ISSUE OF 193700000 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACHAT RS. 10/- PER EQUITY SHARE FORANAMOUNTAGGREGATING RS. 1,93,70,00,000/-
ON A RIGHT BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF SISTEMA SHYAM TELESERVICES LIMITED IN THE RATIO OF 3 EQUITY SHARES
FOR EVERY 10 FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE.

THE ISSUE

Type of Type of No. of Entitlement Ratio )DFH9DOXH5V ,VVXH3ULFH5V Consideration
Issue Instrument Equity Shares

Rights Issue Equity Shares 193700000 3 equity shares for every 10 fully paid-up equity 10/- 10/- Cash
shares held

IMPORTANT DATES Date
Event
February 11, 2011
Record date for ascertaining the Rights Shares Entitlement of Equity Shareholders February 21, 2011
Date from which Applicant can start submitting Application Form March 1, 2011
Date upto which request for Split Form can be submitted March 8, 2011
Last Date for submission of Application Forms

REGISTRAR COLLECTION BANK
Indus Portfolio Pvt. Ltd. ICICI Bank Limited
G-65, Bali Nagar, New Delhi-110015 Raja Bahadur Mansion,
Ph: 011-47671217, Fax: 011-25449863 30, Mumbai Samachar Marg,
Email:[email protected] Fort, Mumbai-400001.

COMPANY SECRETARY AND COMPLIANCE OFFICER

Mr. Rashid J. Malik
334, MTS India Tower, Udyog Vihar, Phase-IV, Gurgaon-122001, Haryana, India. 3K 0124-4812835, )D[ 0124-4812825 E-mail: [email protected]

Dear Equity Shareholders,

We are pleased to inform you that the Board of Directors (hereinafter referred to as “the Board”) of the Sistema Shyam TeleServices Limited (hereinafter referred to
as “the Company” or “SSTL”) at the Board Meeting held on December 20, 2010 has approved to offer for subscription 193700000 Equity Shares of Rs. 10/- each

on right basis (hereinafter referred to as “Rights Issue”) on the following terms and conditions:

1. The shares in Rights Issue shall be offered only to Equity Shareholders of the Company (excluding Sistema JSFC, the Holding Company) whose name appear
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Depositories Act, 1996 on the record date i.e February 11, 2011.

2. The entitlement of Equity Shareholders to equity shares being offered in Rights Issue shall hereinafter be referred to as ‘Rights Shares’.

3. The Rights Shares in the Rights Issue shall be offered in the ratio of 3 (Three) equity shares for every 10 (Ten) fully paid up equity shares held by the existing
equity shareholders of the Company on the record date.

4. For the purpose of ascertaining the entitlement of Equity Shareholders to Rights Shares, the fractional entitlement of any Equity Shareholder for Rights Shares

shall be ignored.

5. Notwithstanding anything stipulated herein above, if the total entitlement of any Equity Shareholder for Rights Shares, calculated on the basis of ratio as mentioned
aforesaid results in less than one rights share, such Equity Shareholder shall be entitled to apply for 1 (one) equity share.

6. The equity shares issued pursuant to this letter of offer shall rank pari passu with the existing equity shares of the Company in all respects.

7. The Equity Shareholders are entitled to renounce all or any part of their Rights Shares in favour of any existing Equity Shareholder(s) or any other person(s)
(hereinafter referred to as “Renouncee”). The Equity Shareholders are advised to carefully read the procedure for renouncement as described in detail in

Annexure-A.

8. The Equity Shareholders at the 15th Annual General Meeting held on September 30, 2010, have approved the preferential allotment of equity shares to the
‘Federal Agency For State Property Management’ of the Russian Federation (hereinafter referred to as “ROSIMUSHCHESTVO”). In order to comply with the
sectoral cap of 74% for foreign investment and to accommodate the investment of Russian Federation, the Equity Shareholders present at the Annual General

Meeting accorded their approval for issue of shares on right basis to the existing Equity Shareholders excluding Sistema JSFC, the Holding Company.

As such, the Rights Issue of equity shares pursuant to this Letter of Offer is contingent upon the Preferential Allotment of the equity shares to ROSIMUSHCHESTVO
in terms of the approval accorded by the Equity Shareholders present in the Annual General Meeting held on September 30, 2010. The Board of SSTL, therefore,

reserves its right to withdraw the Rights Issue made through this Letter of Offer at any time during the period the offer is open for subscription and/or after the last
date for acceptance of application forms but before the allotment of shares, if for any reason whatsoever, the preferential allotment to ROSIMUSHCHESTVO does
not take place.

9. By an undertaking dated August 30, 2010, Sistema JSFC, the Holding Company has given an upfront waiver of all its rights to receive offer of Rights Issue
and has also absolved SSTL from all its obligations to offer shares to Sistema JSFC under the Rights Issue. Therefore, this Letter of Offer inviting application
to subscribe for shares from the existing Equity Shareholders is not addressed to Sistema JSFC and no offer by this Letter of Offer shall be made to Sistema
JSFC. Any reference of “The Existing Equity Shareholders” or “The Equity Shareholders” in this Letter of Offer and accompanying application form shall be
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10. Acceptance of the offer of Rights Shares under the Rights Issue should be made to the Company by the Equity Shareholders or renouncee (hereinafter referred

to as ‘Applicant”) in writing and in the “Composite Application Form” (hereinafter referred to as “CAF”) as attached with this Letter of Offer and completed
in all respects along with the payment of full amount of issue price as application money towards the Rights Shares applied. The duly completed CAF in all

respect shall be deposited at the branches of Collection Bank authorized to act as Collection Centers. Applicants residing in places where the Collection Centers
are not available should send their completed CAF by registered post or speed post to the Registrar. However, such applicants, if they so desire, may send
completed CAF to any of the collection centers by registered post or speed post.

11. The applicants can start submitting their CAF w.e.f February 21, 2011 and the last date for submission of CAF is March 8, 2011 (hereinafter referred to as
“Last Date”). Applications received after the Last Date shall not be entertained.

12. The unsubscribed part of Rights Issue including the applications rejected for any reasons, as ascertained after the Last Date will be disposed off by the Board
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September 30, 2010.

13. The Equity Shareholders who neither accept their Rights Shares nor renounce the same in favour of others shall be presumed that they are not interested in offer
and have declined the Rights Issue.

14. The procedure and guidelines for making application, renouncement payment and refund etc. have been stipulated in detail in Annexure -A.

15. The Equity Shareholders who fall under the category of non-resident Equity Shareholders are requested to read the special provisions applicable to them as
stipulated in detail in Annexure-B.

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17. The Equity Shareholders are requested to read the Letter of Offer carefully before taking any actions. The instructions as contained in the annexures as mentioned above

are an integral part of the Letter of Offer and must be carefully followed; otherwise the application shall be rejected.

18. All enquiries in connection with the Letter of Offer or accompanying CAF and requests for split CAF or duplicate CAF, as the case may be, must be addressed
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superscribed as ‘SSTL-Rights Issue- Enquiry’ on the envelope) to the Registrar at the following address:

7R5HJLVWUDUContact Person: Mr. Bharat Bhushan, Indus Portfolio Private Limited, G-65, Bali Nagar, New Delhi-110015, Ph: 011-47671217, Fax: 011-25449863

Email:[email protected] 1

19. Declaration :
All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Reserve Bank of India and other Regulatory Authorities as the case may
be, have been complied with and no statement made in this Letter of Offer is contrary to the provisions of the Companies Act or rules made thereunder or guidelines
issued, as the case may be. We further certify that all statements in this Letter of Offer are true and correct.

)RU6LVWHPD6K\DP7HOH6HUYLFHV/LPLWHG

Date : February 03, 2011 Sd/-
Place: Gurgaon
Rashid J Malik
&RPSDQ\6HFUHWDU\

******************************

ANNEXURE-A
Detail Procedure for making application, payment of Application Money, Renouncement, Refund and Allotment

L 3URFHGXUHIRU$SSOLFDWLRQThe CAF will be issued to all the existing Equity Shareholders along with the Letter of Offer. In case the original CAF is not received by
any Equity Shareholder or is misplaced, the Equity Shareholder may request the Registrar for issue of a duplicate CAF as per procedure described in clause (vi).

LL $FFHSWDQFHRIWKH5LJKWV6KDUHVThe Equity Shareholders may accept the Rights Shares offered in the Rights Issue and apply for the shares, either in full
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Bank as mentioned on the reverse of the CAF before the close of the business hours on or before the Last Date.

Applicants residing in places where the collection centers are not available should send their completed CAF by registered post or speed post to the Registrar.
However, such applicants, if they so desire, may send completed CAF to any of the collection centers by registered post or speed post.

The applicant should ensure that their CAF must reach to the collection center or the Registrar, as the case may be, before the close of the business hours on
or before the Last Date.

The Collection Bank or the Registrar will not be liable for any postal delays and applications received through mail, after the Last Date shall be rejected.
Further, for postal applications, the envelope should be properly superscribed as ‘SSTL-Rights Issue’.

LLL 2SWLRQWR6XEVFULEHApplicants shall have the option to seek allotment in physical or demat mode. An applicant who seeks allotment in demat mode must
KDYHDWOHDVWRQH%HQH¿FLDU\$FFRXQWZLWKDQ\RIWKH'HSRVLWRU\3DUWLFLSDQWV'3RI16'/RU&'6/UHJLVWHUHGZLWK6(%,SULRUWRWKHDSSOLFDWLRQ6XFK
DSSOLFDQWPXVWQHFHVVDULO\¿OOLQWKHGHWDLOVLQFOXGLQJWKH%HQH¿FLDU\$FFRXQW1XPEHUDQG'HSRVLWRU\3DUWLFLSDQW¶V,'1XPEHUDSSHDULQJXQGHUWKHKHDG
“Request for Shares in Electronic Form” in the CAF.

LY +RZWR$SSO\$SSOLFDWLRQVVKRXOGEHPDGHE\¿OOLQJLQWKHHQFORVHG&$)in original. The photocopy or scanned copy of the CAF will not be accepted. The
enclosed CAF should be completed in all respects. Applications will not be accepted by the Registrar except for postal applications as per instructions given
in clause (ii).
The CAF consists of four parts:

3DUW$ Form for accepting the Rights Shares.
3DUW% Form for Renunciation of Rights Shares.
3DUW& Form of application by Renouncee.
3DUW' Form of request for Split Application forms

Y 2SWLRQDYDLODEOHWR(TXLW\6KDUHKROGHUVThe CAF clearly indicates the number of Rights Shares that an Equity Shareholder is entitled to apply for in the
Rights Issue. With regard to the Rights Shares, the Equity Shareholder shall have the following options to:

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‡5HQRXQFHWKHHQWLWOHPHQWRI5LJKWV6KDUHVLQIXOO

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The Equity Shareholders shall have the right to renounce their Rights Shares in full or in part in favour of one or more person(s) being Indian National(s)/ Legal
Entity(ies) incorporated under and governed by the Companies Act, 1956 or other Statutes. The Equity Shareholder’s attention is drawn to the fact that the
Company shall not allot and/or register any equity shares in favour of:

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‡ 5HVLGHQWVLQFDVHVZKHUHUHQXQFLDWLRQKDVEHHQPDGHE\D1RQ5HVLGHQWVXQOHVVWKHFRS\RIWKH5%,SHUPLVVLRQ),3%DSSURYDOLVHQFORVHGDORQJZLWK

the application);

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‡ 3DUWQHUVKLS)LUPVRUWKHLUQRPLQHHV
‡ 0LQRUVXQOHVVLWLVWKURXJKWKHLUOHJDOJXDUGLDQ
‡ +LQGX8QGLYLGHG)DPLO\XQOHVVLWLVWKURXJK.DUWD
‡ $Q\7UXVWRU6RFLHW\XQOHVVWKHVDPHLVUHJLVWHUHGXQGHUWKH6RFLHWLHV5HJLVWUDWLRQ$FWRUDQ\RWKHUDSSOLFDEOH7UXVWODZVDQGLVDXWKRULVHGXQGHU

its Constitutions to hold Equity Shares of a Company); or

‡ $Q\SHUVRQVLWXDWHGRUKDYLQJMXULVGLFWLRQZKHUHWKHRIIHULQJLQWHUPVRIWKLV/HWWHURI2IIHUFRXOGEHLOOHJDORUUHTXLUHFRPSOLDQFHZLWKVHFXULWLHVODZV

The right of renunciation is subject to the express condition that the Board of Directors of SSTL may in it’s absolute discretion reject the request for allotment
to renouncee(s) without assigning any reason thereof.

3URFHGXUHIRUUHQXQFLDWLRQ

A. To renounce the whole offer in favour of one renouncee

To renounce the Rights Shares in whole, please complete Part B of the CAF. In case of joint holding, all joint holders must sign Part B of the CAF. The
person in whose favour renunciation has been made should complete and sign Part C of the CAF. In case of joint renouncees, all joint renouncees must
sign Part C of the CAF. Renouncee(s) shall not be entitled to further renounce the entitlement in favour of any other person.

B. To renounce in part/or renounce the whole to more than one person(s)

To accept the Rights Shares in part and to renounce the balance or to renounce the entire offer in favour of two or more renouncees, the CAF must be
¿UVWVSOLWLQWRUHTXLVLWHQXPEHURIIRUPV,QVXFKDFDVHSOHDVHLQGLFDWHUHTXLUHPHQWRIVSOLWIRUPVLQWKHVSDFHSURYLGHGIRUWKLVSXUSRVHLQ3DUW'RIWKH
CAF and return the entire CAF to the Registrar so as to reach latest by the close of business hours on the last date of receiving requests for split forms i.e
March 1, 2011. On receipt of the required number of split forms the procedure as mentioned in paragraph A above shall have to be followed.

In case the signature of the Equity Shareholder(s), who has renounced the Rights Shares, does not match with the specimen signatures registered with
Company, such application shall be rejected.

C. Renouncee(s)

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money in full, on or before the Last Date to the Collection Center or the Registrar as explained in para (ii) above.

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To apply for Rights Shares jointly with any other person(s), not more than three, who is/are not already a joint holder, it shall amount to renunciation
and the procedure as stated above for renunciation shall have to be followed. Even a change in the sequence of the name of joint holders shall amount to
renunciation and the procedure, as stated above shall have to be followed.

The summary of options available to the Equity Shareholders is presented below. Equity Shareholders may exercise any of the following options with
regard to the Rights Shares offered in Rights Issue, using the enclosed CAF:

Sr. No $FWLRQ5HTXLUHG

Accept whole or part of Rights Shares Fill in and sign Part A (All joint holders must sign)

without renouncing the balance.

Renounce Rights Shares in full to one Fill in and sign Part B (all joint holders must sign) indicating the number of Rights Shares renounced and hand it over to the
person (Joint renouncees are consid- UHQRXQFHH7KHUHQRXQFHVPXVW¿OOLQDQGVLJQ3DUW&(All joint renouncees must sign)

ered as one).

Accept a part of Rights Shares and Fill in and sign Part D (all joint holders must sign) requesting for the Split Application Forms. Send the CAF to the

renounce the balance to one or more Registrar so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted

renouncee(s) only once. On receipt of the Split Form, in respect of the Rights Shares, the Equity Shareholders wish to accept, if any,
¿OOLQDQGVLJQ3DUW$)RUUHQRXQFHGSDUW¿OOLQDQGVLJQ3DUW%(all joint holders must sign) indicating the number
RI(TXLW\6KDUHVUHQRXQFHGDQGKDQGLWRYHUWRWKHUHQRXQFHH7KHUHQRXQFHVPXVW¿OOLQDQGVLJQ3DUW&(All joint
renouncees must sign)

2

Sr. No $FWLRQ5HTXLUHG

Renounce Rights Shares to more than Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar

one renounce so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once.

2QUHFHLSWRIWKH6SOLW)RUPLQUHVSHFWRIWKH5LJKWV6KDUHV(TXLW\6KDUHKROGHUZLVKWRUHQRXQFH¿OOLQDQGVLJQ3DUW%
LQGLFDWLQJWKHQXPEHURI5LJKWV6KDUHVUHQRXQFHGDQGKDQGLWRYHUWRWKHUHQRXQFHHV(DFKRIWKHUHQRXQFHHVVKRXOG¿OO

in and sign Part C for the Rights Shares accepted by them.

Introduce a joint holder or change the 7KLVZLOOEHWUHDWHGDVDUHQXQFLDWLRQ)LOOLQDQGVLJQ3DUW%DQGWKHUHQRXQFHHVPXVW¿OOLQDQGVLJQ3DUW&

sequence of joint holders

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1. Part A of the CAF must not be used by any person(s) other than those in whose favour this Offer has been made. If used, this will render the application
invalid.

2. Request for split form should be made for a minimum of 10 (ten)Rights Share and one Split Application Form for the balance Rights Shares, if any.

3. Request by the Equity Shareholder(s) for the Split Application Form should reach Registrar on or before March 1, 2011.

4. Only the person to whom the Letter of Offer has been addressed to, and not the renouncee(s) shall be entitled to renounce and to apply for the Split
Application Forms.

5. Forms once split cannot be split again.

6. Split form(s) will be sent to the applicant(s) by post at the applicant’s risk.

YL$YDLODELOLW\RIGXSOLFDWH&$)In case the original CAF is not received, or is misplaced by the Equity Shareholder, the Registrar will issue a duplicate CAF
on request of the Equity Shareholder who should furnish the registered folio number/ DP and Client ID number and his/ her full name and address to the
Registrar. The request for Duplicate CAF should be made well in time to ensure that completed duplicated CAF is submitted before the close of business
hours on or before the Last Date. Those who are making the application in the duplicate CAF should not use the original CAF for any purpose including
renunciation, even if it is received / found subsequently.

(vii) $SSOLFDWLRQVXQGHU3RZHURI$WWRUQH\HWFIn case of applications made under a Power of Attorney or by Limited Companies or Bodies Corporate or
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DSSOLFDWLRQDVWKHFDVHPD\EHWRJHWKHUZLWKDFHUWL¿HGFRS\RIWKH0HPRUDQGXPDQG$UWLFOHVRI$VVRFLDWLRQDQGRU%\H/DZVPXVWEHDWWDFKHGZLWK&$)
failing which the applications shall be rejected.

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Applicants who are resident in cities where the Collection Centers are available shall draw cheques / drafts on any bank which is situated at and is a member
or a sub-member of the bankers clearing house located at the centre where the CAF is submitted. The Cheque / drafts accompanying the &$)PXVWEHGUDZQ
LQIDYRXURI³667/5LJKWV,VVXH¶¶FURVVHGDFFRXQWSD\HHRQO\

Applicants residing in cities where the Collection Centers are not available are advised to send their CAF together with Demand Draft/ Cheque for the full
application amount crossed account payee only and drawn in favour of ‘‘SSTL -Rights Issue’’ and payable at “New Delhi” directly to the Registrar by registered
post/ Speed post so as to reach before the close of business hours on or before the Last Date. Such applicants, if they may so desire, may also send their CAF to
any of the Collection Center by registered post or speed post. Such applicants must ensure that Demand Draft/ Cheque are payable at the Collection Center where
the CAF is submitted.

The CAF submitted through post must reach to the Collection Center or the Registrar on or before the Last Date. Further, for postal applications, the envelope
should be properly superscribed as ‘SSTL-Rights Issue’. The Collection Bank or the Registrar will not be responsible for postal delays or loss of applications in
transit, if any. No receipt will be issued for the application money received through post. However, the Collection Centers receiving the CAF will acknowledge
receipt of the application by stamping and returning the acknowledgement slip at the bottom of each CAF. A separate cheque/draft must accompany each CAF.
Only one mode of payment should be used. Outstation cheques/money orders/postal orders will not be accepted and CAFs accompanied by such cheques/money
orders/postal orders shall be rejected. No payment in cash shall be accepted.

L[ ,QFRPSOHWHDSSOLFDWLRQCAFs which are not complete or are not accompanied with full application money shall be rejected.

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the name of the Bank with whom such accounts is held, to enable the Company to process the refund, if any. Please note that applications not containing such
details shall be rejected. Applicants are advised to immediately update their bank account details as appearing on the records of the depository participant so
as to ensure that there is no mismatch in the bank details provided in CAF and in Depository Participant’s records.

[L &$)1XPEHURQWKH&KHTXH'HPDQG'UDIW7RDYRLGDQ\PLVXVHRILQVWUXPHQWVWKHDSSOLFDQWVDUHDGYLVHGWRZULWHWKH&$)QXPEHUDQGQDPHRIWKH¿UVW
applicant on the reverse of the cheque / demand draft.

[LL$OORWPHQW5HIXQGThe Company will issue and dispatch allotment advise or demat credit advise or refund advice as the case may be along with refund
order, if any, within a period of 30 days from the Last Date.

In case of applicants who have opted to receive their shares in the Rights Issue in dematerialized form using electronic credit under the depository system, an
advice regarding credit of the allotted Rights Shares shall be given separately.

Applicants to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post intimating them about the mode of credit
of refund.

In case of those applicants who have opted to receive their shares in Rights Issue in physical form, the company will issue an allotment advise within 30 days
IURPWKH/DVW'DWHDQGWKHFRUUHVSRQGLQJVKDUHFHUWL¿FDWHVVKDOOEHLVVXHGZLWKLQWKUHHPRQWKVIURPWKH$OORWPHQW'DWH

Mode of payment of Refund
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Account Number provided by them in the CAF, the Registrar will obtain from the Depositories, the applicant’s bank account details including nine digit MICR
code. Please note that mismatch of account information in CAF and in Depository Participant’s records could result in delays in credit of refunds to applicants
at the applicant’s sole risk and the Company shall not have any responsibility or liability for the same. The payment of refund, if any, would be done through
various modes in the following order of preference:

I. Direct Credit – For applicants having their Bank Account with the Collection Bank, the refund amount would be credited directly to their Bank Account
with the Collecting Bankers.

II. RTGS – Applicants desirous of taking direct credit of refund through RTGS, will have to provide the IFSC code in the Composite Application Form.

III. ECS - Payment of refund would be done through ECS for applicants residing at centers where clearing houses for ECS are managed by Reserve Bank of
India. This would be subject to availability of complete Bank Account details including MICR code from the depositories.

IV. For all the other applicants except for whom payment of refund is possible through I, II and III, the Demand Drafts for refund amount would be dispatched
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demand drafts will be drawn on the Collection Bank(s) and payable at par at the places where applications are accepted. The same would be marked
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borne by the Applicants.

**************************

ANNEXURE -B
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2IIHUWR1RQ5HVLGHQW(TXLW\6KDUHKROGHUV$SSOLFDQWV
$VSHU5HJXODWLRQRI1RWL¿FDWLRQ1R)(0$5%GDWHG0D\WKH5%,KDVJLYHQJHQHUDOSHUPLVVLRQWR,QGLDQFRPSDQLHVWRLVVXHULJKWVVKDUHVWR
non-resident Equity Shareholders.
Applications received from NRIs and non-residents for allotment of Rights Shares shall be inter alia, subject to the conditions imposed from time to time by the
RBI under the Foreign Exchange Management Act, 1999 (FEMA) / FIPB or any other regulatory authority, in the matter of refund of application moneys, allotment
RIWKH(TXLW\6KDUHVLVVXHRIOHWWHURIDOORWPHQWVKDUHFHUWL¿FDWHSD\PHQWRIGLYLGHQGHWF7KHULJKWVVKDUHVSXUFKDVHGE\QRQUHVLGHQWVVKDOOEHVXEMHFWWRWKH
same conditions including restrictions in regard to the repatriability as are applicable to the existing Equity Shares against which the new Equity Shares are issued
pursuant to this Issue.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been derecognized as an eligible class of
investors and the RBI has subsequently issued the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate Bodies (OCBs))
Regulations, 2003. Further, the RBI in its Master Circular dated July 01, 2009, has stated that a rights issue can be made to an erstwhile OCB only with the prior
permission of the RBI.
This Letter of Offer and CAF shall be dispatched to non-resident Equity Shareholders at their Indian addresses, if any.

3

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Any renounciation by or in favour of Non-Residents is subject to the renouncer(s) /renouncee(s) obtaining the approval of the FIPB and/or necessary permission of
the RBI under the FEMA and such permissions should be attached to the CAF. Applications not accompanied by the aforesaid approvals are liable to be rejected.

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As regards the application by non resident applicants, the following further conditions shall apply:

Payment by non residents must be made by demand draft / cheque payable at New Delhi drawn on a bank account maintained at New Delhi or funds remitted from
abroad in any of the following ways:

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5HPLWWDQFH&HUWL¿FDWHRU

‡ %\FKHTXHGUDIWRQD1RQ5HVLGHQW([WHUQDO$FFRXQW15(RU)&15$FFRXQWPDLQWDLQHGLQ1HZ'HOKLRU
‡ %\5XSHHGUDIWSXUFKDVHGE\GHELWWR15()&15$FFRXQWPDLQWDLQHGHOVHZKHUHLQ,QGLDDQGSD\DEOHLQ1HZ'HOKLRU
‡ ),,VUHJLVWHUHGZLWK6(%,PXVWUHPLWIXQGVIURP6SHFLDO1RQ5HVLGHQW5XSHH'HSRVLW$FFRXQW
1RQUHVLGHQW$SSOLFDQWVDSSO\LQJZLWKUHSDWULDWLRQEHQH¿WVVKRXOGGUDZFKHTXHVGUDIWVLQIDYRXURIWKHµ667/5LJKWV,VVXH´SD\DEOHDW1HZ'HOKLand
must be crossed ‘account payee only’ for the full application amount.

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$VIDUDVQRQUHVLGHQWVKROGLQJVKDUHVRQQRQUHSDWULDWLRQEDVLVLVFRQFHUQHGLQDGGLWLRQWRWKHPRGHVVSHFL¿HGDERYHSD\PHQWPD\DOVREHPDGHE\ZD\RI

cheque drawn on Non-Resident (Ordinary) Account maintained in New Delhi or Rupee Draft purchased out of NRO Account maintained elsewhere in India
but payable at New Delhi. In such cases, the allotment of equity shares will be on non-repatriation basis.

All cheques/drafts submitted by non-residents applying on a non-repatriation basis should be drawn in favour of µ667/5LJKWV,VVXH¶SD\DEOHDW1HZ'HOKL
and must be crossed ‘account payee only’ for the full application amount.

The CAF duly completed together with the amount payable on application must be deposited with the Collection Bank before the close of banking hours on or
before the last date. A separate cheque or bank draft must accompany each CAF.

$SSOLFDQWVPD\QRWHWKDWZKHUHSD\PHQWLVPDGHE\GUDIWVSXUFKDVHGIURP15()&15152$FFRXQWVDVWKHFDVHPD\EHDQ$FFRXQW'HELW&HUWL¿FDWHIURP
WKHEDQNLVVXLQJWKHGUDIWFRQ¿UPLQJWKDWWKHGUDIWKDVEHHQLVVXHGE\GHELWLQJWKH15()&15152$FFRXQWVKRXOGEHHQFORVHGZLWKWKH&$)RWKHUZLVHWKH
application shall be considered incomplete and shall be rejected.

New demat account shall be opened for holders who have had a change in status from resident Indian to NRI.

Refund
For Non-Resident Applicants, refunds, if any, will be made as under:

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DWWKHH[FKDQJHUDWHSUHYDLOLQJDWVXFKWLPH7KH&RPSDQ\ZLOOQRWEHUHVSRQVLEOHIRUDQ\ORVVRQDFFRXQWRIH[FKDQJHÀXFWXDWLRQVIRUFRQYHUWLQJWKH,QGLDQ
Rupees amount into US Dollars i.e the exchange rate risk on such refunds shall be borne by the concerned applicant and the Company shall not bear any
part of the risk.

‡ :KHUHWKHDSSOLFDWLRQVPDGHDUHDFFRPSDQLHGE\15()&15152FKHTXHVUHIXQGVZLOOEHFUHGLWHGWR15()&15152DFFRXQWVUHVSHFWLYHO\RQZKLFK
such cheques are drawn and details of which are provided in the CAF.

**************************

ANNEXURE -C
General Instructions For Applicants

1. Application should be made on the pre printed CAF accompanying the Letter of Offer and should be completed in all respects.

2. The CAF found incomplete with regard to any of the particulars required to be given therein, and /or which are not completed in conformity with the terms
of the Letter of Offer shall be rejected and the money paid , if any, in respect thereof will be refunded without interest and after deduction of bank commission
and other charges, if any.

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4. PAN Number : Each of the applicant should mention his/her PAN allotted under the Income Tax Act. Applications without this information will be considered

incomplete and shall be rejected.

5. Bank Account details: It is mandatory for applicants to provide information as to their Savings/Current Account No. and the name of the Bank with whom
such account is held in the CAF to process the refund, if any, in the names of the payees. Application not containing such details shall be rejected. The
Equity Shareholders may please note that for shares held in Demat mode, the Bank Account details shall also be obtained from the depositories. The Equity
Shareholders should ensure that the Bank Account details are updated with the depositories.

6. The payment against the application should not be effected in cash.
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(QJOLVKRU+LQGLDQGWKXPELPSUHVVLRQPXVWEHDWWHVWHGE\DQRWDU\SXEOLFRUDVSHFLDOH[HFXWLYHPDJLVWUDWHXQGHUKLVKHURI¿FLDOVHDO7KHH[LVWLQJ(TXLW\
Shareholders must sign the CAF as per the specimen signature recorded with Company or Depositories.

8. In case of Joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen signature(s) recorded with
Company. Further, in case of joint applicants who are renouncees, the no. of applicants should not exceed three. In case of joint applicants, reference, if any,
ZLOOEHPDGHLQWKH¿UVWDSSOLFDQW¶VQDPHDQGDOOFRPPXQLFDWLRQZLOOEHDGGUHVVHGWRWKH¿UVWDSSOLFDQW

9. Application(s) received from Non-Resident/ NRIs, or Persons of Indian Origin residing aboard for the allotment of the Rights Shares shall, inter alia, be
subject to the conditions, as may be imposed from time to time by the RBI under FEMA, 1999 in the matter of refund of application money, allotment of the
HTXLW\VKDUHVLQWHUHVWH[SRUWRIVKDUHFHUWL¿FDWHVHWF,QFDVHD1RQ5HVLGHQWRU15,(TXLW\6KDUHKROGHUVKDVVSHFL¿FDSSURYDOIURPWKH5%,LQFRQQHFWLRQ
with his shareholding, he should enclose a copy of such approval with the CAF.

10. All communication in connection with applications for the Rights Shares, including any change in address of the Equity Shareholders should be addressed
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Any intimation for change of address of Equity Shareholders, after the date of allotment, should be sent to the Registrar, in the case of equity shares held in
physical form, and to the respective depository participant, in case of equity shares held in dematerialized form.

11. Applicants must write their CAF No. at the back of the Cheque/ Demand Draft.
*URXQGV)RU7HFKQLFDO5HMHFWLRQV: Applicants are advised to note that applications shall be rejected on technical grounds including but not limited to the

following:-
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‡ ,I3$11XPEHULVQRWTXRWHG
‡ ,QFDVHRIDSSOLFDWLRQXQGHU32$RUE\D/LPLWHG&RPSDQLHV&RUSRUDWH7UXVWVHWFUHOHYDQWDXWKRULW\GRFXPHQWVDUHQRWVXEPLWWHG
‡ ,IWKHVLJQDWXUHRIWKHH[LVWLQJ(TXLW\6KDUHKROGHUGRHVQRWPDWFKZLWKWKHRQHJLYHQRQWKH&$)DQGLQFDVHRIUHQRXQFHHLIWKHVLJQDWXUHGRHVQRW
match with the records available with their depositories.
‡ ,IWKHDSSOLFDQWGHVLUHVWRUHFHLYHWKHHTXLW\VKDUHVLQHOHFWURQLFIRUPDQGWKH&$)GRHVQRWKDYHWKHDSSOLFDQWGHSRVLWRU\DFFRXQWGHWDLO
‡ &$)DUHQRWVXEPLWWHGE\WKHDSSOLFDQWZLWKLQWKHWLPHSUHVFULEHGDVSHUWKH&$)DQGWKH/HWWHURI2IIHU
‡ $SSOLFDWLRQVQRWGXO\VLJQHGE\WKH6ROH-RLQW$SSOLFDQWV
‡ $SSOLFDWLRQVE\WKH2&%VXQOHVVDFFRPSDQLHGE\VSHFL¿FDSSURYDOIURPWKH5%,SHUPLWWLQJWKH2&%VWRSDUWLFLSDWHLQWKHLVVXH
‡ ,QFDVHQRFRUUHVSRQGLQJUHFRUGLVDYDLODEOHZLWKWKHGHSRVLWRULHVWKDWPDWFKHVWKUHHSDUDPHWHUVQDPHO\QDPHVRIWKHDSSOLFDQWVLQFOXGLQJWKHRUGHU
RIQDPHVRI-RLQWKROGHUVWKHGHSRVLWRU\SDUWLFLSDQWVLGHQWLW\'3,'DQGWKHEHQH¿FLDU\LGHQWLW\
‡ 'XSOLFDWHDSSOLFDWLRQVLQFOXGLQJFDVHVZKHUHDQDSSOLFDQWVXEPLWV&$)DORQJZLWKDSODLQSDSHUDSSOLFDWLRQ
‡ $SSOLFDWLRQVZKHUHWKH&RPSDQ\EHOLHYHWKDWWKH&$)LVLQFRPSOHWHRUDFFHSWDQFHRIVXFK&$)PD\LQIULQJHDSSOLFDEOHOHJDORUUHJXODWRU\UHTXLUHPHQWV
‡ $SSOLFDWLRQVE\LQHOLJLEOHQRQUHVLGHQWVLQFOXGLQJRQDFFRXQWRIUHVWULFWLRQRUSURKLELWLRQXQGHUDSSOLFDEOHORFDOODZVDQGZKHUHODVWDYDLODEOHDGGUHVV
in India has not been provided,
‡ 0XOWLSOHDSSOLFDWLRQV

13. IMPERSONATION$VDPDWWHURIDEXQGDQWFDXWLRQDWWHQWLRQRIWKHDSSOLFDQWVLVVSHFL¿FDOO\GUDZQWRWKHSURYLVLRQVRIVXEVHFWLRQRI6HFWLRQ
A of the Companies Act which is reproduced below:

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&RPSDQ\WRDOORWRUUHJLVWHUDQ\WUDQVIHURIVKDUHVWKHUHLQWRKLPRUDQ\RWKHUSHUVRQLQD¿FWLWLRXVQDPHVKDOOEHSXQLVKDEOHZLWKLPSULVRQPHQWIRUD
WHUPZKLFKPD\H[WHQGWR¿YH\HDUV´

4