FOR PRIVATE CIRCULATION TO THE FOR PRIVATE CIRCULATION TO THE FOR PRIVATE CIRCULATION TO THE FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE LETTER OF OFFER August 21, 2013

For the Non Promoter Equity Shareholders of the Company

PEIRCE LESLIE INDIA LIMITED Company Registration No. CIN- L93090TN1968PLC034316 (Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th May 1968 at Karnataka and the name of the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change of name dated 29th September 1969 issued by Registrar of Companies, Mysore, Bangalore The registered office of the Company was shifted to the State of Tamil Nadu at the AGM held on 29th May 1995.)

Reg. Office: 37, Dr. P.V. Cherian Crescent, Egmore,Chennai – 600 008. Tel No: TELEPHONE NO. +91-44- 43456502 Fax No: +91-44-43456508

Contact Person: RAMESH, COMPLIANCE OFFICER . EMAIL ID – ramesh@peirceleslie.com ; WEBSITE: www.peirceleslie.com

PROMOTERS and PROMOTER GROUP : Newbridge Capital Private Limited , Mr. M Ramakrishnan, Mr. V Sreekumar, Mr. V Mohan Chandran, Mr. V Sudhakar, Mr. V Venugopal and Ms.Annalakshmi

FOR PRIVATE CIRCULATION TO THE NON PROMOTER EQUITY SHAREHOLDERS OF THE COMPANY ONLY ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“RIGHTS ISSUE EQUITY SHARES”) FOR CASH AT A PRICE OF Rs. 55/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF Rs. 45/- PER EQUITY SHARE AGGREGATING UPTO Rs. 264.48 LAKHS TO OUR EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE ) FULLY PAID-UP EQUITY SHARES HELD BY THE E XISTING NON PROMOTER EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. AUGUST 30, 2013 (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS 5.5 TIMES THE FACE VALUE OF THE EQU ITY SHARE. FOR FURTHER DETAILS, PLEASE SEE THE CHAPTER “TERMS OF THE ISSUE” ON PAGE NO 140

GENERAL RISKS Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this offering. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including the risks involved. The securities being offered in the issue have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘Risk Factors’ on page 11 of this Letter of Offer before making an investment in this Issue.

ISSUERS ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained in the Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING The existing Equity Shares of our company are listed on the Madras Stock Exchange, and the Equity Shares offered through this Letter of Offer are proposed to be listed on the Madras Stock Exchange Limited (“MSE”). Our company has received an in-principle approval for listing of the equity shares from MSE vide its letter No MSE/LD/PSK/738/079/12 dated April 1, 2013

LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

MUNOTH FINANCIAL SERVICES LIMITED MUNOTH CENTRE , SUITE NO 46 & 47 343, TRIPLICANE HIGH ROAD, TRIPLICANE, CHENNAI – 600 005. Tel No: 044- 28591185 Fax No: 044-28591189 Email: cs@munothfinancial.com Contact Person: A G NANDINI SEBI Regn No: INM000003739 Website: www.munothfinancial.com

CAMEO CORPORATE SERVICES LIMITED Subramaniam Building No.1 Club House Road, Chennai 600 002 Tel. No.: +91-44-28460390 Fax No.: +91-44-28460394 Email: cameo@cameoindia.com Contact Person: R D Ramasamy SEBI Regn No: INR000003753 Website: www.cameoindia.com

ISSUE PROGRAMME ISSUE OPENS ON

19/09/2013 LAST DATE FOR RECEIVING REQUEST OF SPLIT

APPLICATION FORMS 03/10/2013

ISSUE CLOSES ON 17/10/2013

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TABLE OF CONTENTS

PARTICULARS PAGE NO. SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS 3 NOTICE TO OVERSEAS SHAREHOLDERS 7 PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA 9 CURRENCY OF PRESENTATION 9 FORWARD LOOKING STATEMENTS 10 SECTION II – RISK FACTORS INTERNAL RISK FACTORS 11 EXTERNAL RISK FACTORS 16 PROMINENT NOTES 18 SECTION III – INTRODUCTION ISSUE DETAILS IN BRIEF 19 BRIEF DETAILS OF BUSINESS ACTIVITIES 19 SUMMARY OF FINANCIAL INFORMATION 21 GENERAL INFORMATION 24 CAPITAL STRUCTURE 28 SECTION IV – PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE 33 STATEMENT OF TAX BENEFITS 35 KEY INDUSTRY REGULATIONS 41 SECTION V – ABOUT THE ISSUER COMPANY OUR BUSINESS 42 HISTORY AND CORPORATE STRUCTURE OF THE COMPANY 45 OUR MANAGEMENT 48 SECTION VI - FINANCIAL STATEMENTS AUDITORS REPORT AND AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2011-12

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AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/03/2013 72 FINANCIAL STATEMENT OF SUBSIDIARIES FOR THE YEAR ENDED 31/03/2012 95 AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/03/2012

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ACCOUNTING RATIOS AND CAPITALIZATION STATEMENT 126 CERTAIN OTHER FINANCIAL INFORMATION 130 EXTRACT OF VALUATION AND MARKET PRICE INFORMATION 131 SECTION VII - LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 132 GOVERNMENT AND OTHER STATUTORY APPROVALS 134 SECTION VIII - OTHER REGULATORY AND STATUTORY DISCL OSURES 135 SECTION IX – OFFERING INFORMATION TERMS OF THE ISSUE 140 SECTION X – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 158 DECLARATION 159

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SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS

In this Letter of Offer, the terms “we”, “us”, “our”, “the Company”, “our Company” or “PL”, ‘PLI”, unless the context otherwise implies, refers to PEIRCE LESLIE INDIA LIMITED. All references to “Re”, “Rs.”, “INR” or “̀” refer to Rupees, the lawful currency of India, references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable, and the words “Lakh” or “Lac” means “100 thousands” and the word “million” or “mn” means “10 lakhs” and the word “crore” means “10 million” or “100 lakhs” and the word “billion” means “1000 million” or “100 crores”. Any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. DEFINITIONS Unless the context otherwise requires, the following terms have the following meanings in this Letter of Offer. Term Description

“The Issuer” or “The Company” or “ Peirce Leslie India Limited” or “ PLI ”, “PL” “We” or “us” or “our” “our company”

Unless otherwise specified, these references mean PEIRCE LESLIE INDIA LIMITED, a public limited company incorporated under the Companies Act, 1956

Promoter & Promoter Group

Peirce Leslie India Limited commenced operations as Peirce Leslie and Company, a partnership firm formed between Robert Peirce and Patrick Leslie, both expatriates. The Company took over the Indian assets and Liabilities of P.L and Company , United Kingdom in 1968. Newbridge Capital Private Limited is the promoter of the Company. Currently Newbridge Capital Private Limited holds 21,51,074 shares representing 78.62% of the paid up Capital. The Promoter group consisiting of M Ramakrishnan, V Sreekumar, V MohanChandran, V Sudhakar, V Venugopal and Annalakshmi holds 1,84,196 shares representing 6.73% of total paid up capital.

Non Promoter group Equity share holders of company other than Promoter and Promoter group shareholders CONVENTIONAL / GENERAL TERMS Term Definition AGM Annual General Meeting BIFR Board for Industrial and Financial Reconstruction CAGR Compound Annual Growth Rate Capex Capital Expenditure Cenvat The Central Value Added Tax CESTAT The Customs, Excise, Service Tax, Appellate Tribunal CLRA The Contract Labour (Regulation and Abolition Act), 1970 and amendments thereto EGM Extra Ordinary General Meeting EPS Earnings Per Share Financial/Fiscal Year/F.Y.

The period of 12 months beginning from April 1 and ending on March 31 of that particular year, unless otherwise stated

GIR General Index Register HUF Hindu Undivided Family IAS International Accounting Standards IFRS International Financial Reporting Standards IT Act The Income Tax Act, 1961 and amendments thereto IPO Initial Public Offer MODVAT The Modified Value Added Tax NAV Net Asset Value NRE Account Non-Resident External Account NRO Account Non-Resident Ordinary Account PAN Permanent Account Number PAT Profit After Tax PBDT Profit Before Depreciation and Tax P/E Ratio Price to Earnings Ratio PLR Prime Lending Rate ROI Return on Investment

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RONW Return on Net Worth SICA The Sick Industrial Companies (Special Provisions) Act, 1985 and amendments thereto Securities Act The United States Securities Act of 1933, as amended Takeover Code The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments

thereto U. S. GAAP Generally Accepted Accounting Principles in the United States of America Wealth-Tax Act The Wealth-Tax Act, 1957 and amendments thereto ISSUE RELATED TERMS Term Definition Act / Companies Act The Companies Act, 1956 and amendments thereto from time to time Abridged Letter of Offer The abridged letter of offer to be sent to our Equity Shareholders as on the Record Date with respect to

this Issue in accordance with SEBI (ICDR) Regulations 2009 Allotment Unless the context otherwise requires, the allotment of Rights Equity Shares pursuant to the Issue to

the Allottees Allottee The successful applicant(s) eligible for Allotment of Rights Equity Shares pursuant to the Issue Applicant Any prospective investor who makes an application for Equity Shares in terms of this Letter of Offer AS Accounting Standards issued by the Institute of Chartered Accountants of India Articles / AOA Articles of Association of our Company, as amended from time to time Auditor / Statutory Auditor Refers to our statutory auditor, Varma & Varma , Chartered Accountants, unless otherwise specified Bankers to the Issue HDFC BANK LIMITED Bankers to the Company STATE BANK OF INDIA Board of Directors Board of Directors of Peirce Leslie India Limited or a Committee(s) thereof Collection Centre As defined in SEBI (ICDR) Regulations, 2009 and amended thereafter, and mentioned in the CAF CAF Composite Application Form Consolidated Certificate In case of physical certificate, our Company would issue one certificate for the Equity Shares allotted

in one folio Depositories Act The Depositories Act, 1996 and amendments thereto Depository A Depository Registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996,

as amended from time to time Depository Participant /DP A Depository Participant as defined under the Depositories Act, 1996 Draft Letter of Offer /DLOO Draft Letter of Offer of our Company ECS / NECS Electronics Clearing Services / National Electronic Clearing Services Equity Share(s) or Share(s)

Equity shares of our Company which are listed on MSE and having a face value of ` 10/- each unless otherwise specified in the context thereof

Equity Equity Shareholders of the Company whose names appear as Beneficial owners as per Shareholders/Investors the list furnished by depositories in respect of equity shares held in electronic form and On the Register of Members in respect of the equity shares held in physical form

ICAI The Institute of Chartered Accountants of India Indian GAAP Generally Accepted Accounting Principles In India ISIN International Security Identification Number Issue Issue of 4,80,876 Equity Shares with a Face Value of Rs.10/- each at a premium of Rs. 45/-

aggregating ̀ Rs. 264.48 Lacs on a Rights Basis to the existing Non- Promoter equity shareholders of Peirce and Leslie India Limited (“Company”) in the ratio of 6 (Six) Equity Share for every 5 (Five) fully paid up equity share held by the existing non –promoter equity shareholders on the record date, August 30, 2013

Issue Account Account opened with the Banker(s) to the Issue to receive monies from the Escrow Account for the issue on the designated date

Issue Closing Date 17/10/2013 Issue Opening Date 19/09/2013 Issue Price Rs. 55/-per Equity Share Investor(s) Non Promoter Equity shareholders as on Record date and/or renouncees applying in the Issue Lead Manager / Manager to the Offer / LM/ MFSL

MUNOTH FINANCIAL SERVICES LIMITED

Letter of Offer / LOF Letter of Offer dated August 21, 2013 as filed with the Stock Exchange after incorporating SEBI comments on the Letter of Offer

MOA/Memorandum Memorandum of Association of our company

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MSE Madras Stock Exchange Limited Record Date August 30, 2013 Refund through electronic transfer of funds

Refunds through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable

Registrar to the Issue or Registrar / Transfer Agent

Cameo Corporate Services Limited

Registrar of Companies /RoC The Registrar of Companies, Tamil Nadu Renouncee(s) The persons who have acquired Rights Entitlements from Equity Shareholders Relevant Stock Exchange “Relevant Stock Exchange” shall mean the recognised Stock Exchange on which the Equity Shares of

our Company are listed, Rights Entitlement The number of securities that a shareholder is entitled to in proportion to his/her existing shareholding

in our Company Rights Issue The issue of Equity Shares on rights basis based on terms of this Letter of Offer. SAF Split Application Form SEBI Act Securities and Exchange Board of India Act, 1992 and amendments thereto SEBI (ICDR) Regulations The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and any amendments

thereto SEBI (DIP) Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 issued by SEBI on January 19, 2000 and

amendments thereto. The SEBI DIP Guidelines have been repealed and have been replaced by the SEBI (ICDR) Regulations, 2009

SEBI (SAST) Regulations / SAST / SEBI Takeover Code / Takeover Code

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) egulations, 1997 issued by SEBI on February 20, 1997 and subsequent amendments thereto. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 have been repealed and have been replaced by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 on September 23, 2011 and are effective from October 22, 2011 and subsequent amendments thereto.

Share Certificate The certificate in respect of the Equity Shares allotted to a folio

Stock Exchange(s) MSE where the Equity Shares are presently listed and where the Rights Equity Shares are proposed to be listed

ISSUER AND INDUSTRY RELATED TERMS Term Definition ARR Average Room Rate for a given day, calculated by dividing the room revenue for a given day by the

number of rooms sold on that day; and, Average Room Rate for a period, calculated by dividing the room revenue for a given period by the total number of rooms sold during that period

Agreement Agreement entered between the Company and Neemrana Hotels Private Limited F&B/ Food & Beverage Food and beverage

Hotel Neemrana Hotel Private Limited at Tower House, Fort Kochi PL Peirce Leslie India Limited WIP Work in progress ABBREVIATIONS Term Definition AS Accounting Standards, as issued by the Institute of Chartered Accountants of India CAF Composite Application Form CDSL Central Depository Services (India) Limited CEPS Cash Earnings Per Share. CFO Chief Financial Officer CIN Corporate Identification Number ESI Employee State Insurance. FCCB Foreign Currency Convertible Bonds FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999

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FII(s) Foreign Institutional Investors registered with SEBI under applicable laws FIPB Foreign Investment Promotion Board, Ministry of Finance, Government of India GDP Gross Domestic Product GOI Government of India IPR Intellectual Property Right ITAT Income Tax Appellate Tribunal MD Managing Director MoU Memorandum of Understanding NOC No Objection Certificate NR Non Resident NRI(s) Non Resident Indian(s) NSDL National Securities Depository Limited OCB Overseas Corporate Bodies RBI The Reserve Bank of India RoC Registrar of Companies Re./Rs./Rupees/INR/` Indian Rupees SAF Split Application Form SCB Scheduled Commercial Banks SEBI Securities and Exchange Board of India VAT Value Added Tax YoY Year on Year Notwithstanding the foregoing, (i) In the section titled ‘Financial Information’ beginning on page 51 of this Letter of Offer, defined terms shall have the meaning given to such terms in that section; (ii) In the paragraphs titled ‘Disclaimer Clause of Securities and Exchange Board of India (SEBI)’; ‘Disclaimer Clause of Stock Exchange Limited’ beginning on page Numbers 135; 137 respectively of this Letter of Offer, defined terms shall have the meaning given to such terms in those paragraphs.

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NOTICE TO OVERSEAS SHAREHOLDERS The distribution of this Letter of Offer and the Issue to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. The Company will dispatch the Letter of Offer/Abridged Letter of Offer and CAFs to such shareholders who have an Indian address. This Letter of Offer does not constitute and may not be used for in connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been or will be taken by our Company or the Lead Manager to permit an offering of Equity Shares or distribution of this Letter of Offer in any jurisdiction, other than India, where action for that purpose is required. Accordingly, the Equity Shares may not be offered or sold, directly or indirectly, and neither this Letter of Offer nor any offering material in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. Persons receiving a copy of this Letter of Offer should not distribute or send the same in any jurisdiction where to do so would or may contravene local laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares or the rights entitlements referred to in this Letter of Offer. The contents of this Letter of Offer should not be construed as legal, tax or investment advice. Prosp ective investors may be subject to adverse foreign, state or local tax or legal consequences as a result of t he offer of Equity Shares. As a result, each investor should co nsult its own counsel, business advisor and tax adv isor as to the legal, business, tax and related matters concer ning the offer of Equity Shares. In addition, neith er our Company nor the Lead Manager is making any represen tation to any offeree or purchaser of the Equity Sh ares regarding the legality of an investment in the Equi ty Shares by such offeree or purchaser under any ap plicable laws or regulations. European Economic Area Restrictions In relation to each member state of the European Economic Area which has implemented the Prospectus Directive Z003/71/EC (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer may be made to the public of any rights or Equity Shares which are the subject of the offering contemplated by this Letter of Offer in that Relevant Member State except that, with effect from and including the Relevant Implementation Date, an offer to the public of such rights or Equity Shares may be made in that Relevant Member State: (a) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Lead Manager for any such offer; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of rights or Equity Shares shall require us or the Lead Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this section, the expression an “offer to the public” in relation to any equity Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Equity Shares to be offered so as to enable an investor to decide to purchase any Equity Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. Each purchaser of the rights or Equity Shares described in this Letter of Offer located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1) (e) of the Prospectus Directive. In the case of any rights or Equity Shares in this Issue being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the Lead Manager will use their reasonable endeavours, by the inclusion of appropriate language in this Letter of Offer, to procure that such financial intermediary will be deemed to have represented, acknowledged and agreed that the rights or Equity Shares acquired by it in the Issue have not been acquired

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on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Equity Shares in this Issue to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined who are not financial intermediaries or in circumstances in which the prior consent of the Lead Manager has been obtained to each such proposed offer or resale. This European Economic Area selling restriction is in addition to any other selling restriction set out below. United Kingdom The Lead Manager: (a) has not offered or sold, and prior to the expiry of a period of six months from the issue date of any rights or Equity Shares, will not offer or sell any of our securities to persons in the United Kingdom except to “qualified investors” as defined in section 86(7) of the Financial Services and Markets Act 2000 (“FSMA”) or otherwise in circumstances which have not resulted in an offer to the public in the United Kingdom; (b) has complied and will comply with an applicable provisions of FSMA with respect to anything done by it in relation to the rights or Equity Shares in, from or otherwise involving the United Kingdom; and (c) in the United Kingdom, will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) to persons that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); and/or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This Letter of Offer and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The Rights Entitlement and the Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or any other securities laws of the United States of America (“United States” or “US”) and may not be offered, sold, resold, or otherwise transferred within the United States of America or the territories or possessions thereof, except in a transaction exempt from the registration requirement of the United States Securities Act of 1933, as amended. The Rights Entitlement referred to in this Letter of Offer is being offered in India but not in the United States of America. The offering to which this Letter of Offer relates is not, and under no circumstances is to be construed as, an offering of any shares or rights for sale in the United States, or as a solicitation therein of an offer to buy any of the said shares or rights. Accordingly, this Letter of Offer should not be forwarded to or transmitted in or into the United States by any person other than our Company at any time. None of our Company, the Lead Manager or any person acting on their behalf will accept subscriptions from any person, or his agent, who appears to be, or who our Company has reason to believe is, a resident of the United States and to whom an offer, if made, would result in requiring registration of this Letter of Offer with the United States Securities and Exchange Commission. We are informed that there is no objection to a shareholder, resident of the United States, selling its Rights Entitlement in India.

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PRESENTATION OF FINANCIAL INFORMATION AND USE OF MA RKET DATA Unless stated otherwise, the financial data in this Letter of Offer is derived from our financial statements for the financial years ended March 31, 2012 and March 31, 2011; prepared in accordance with Indian GAAP, the Companies Act, 1956 and in accordance with SEBI (ICDR) Regulations 2009, as stated in the report of the Statutory Auditors, Varma & Varma Chartered Accountants, beginning on page 51 of this Letter of Offer. In this Letter of Offer, any discrepancies in any table between the total and the sums of the Amounts listed are due to rounding-off, and unless otherwise specified, all financial numbers in parenthesis represent negative figures. The fiscal year of our Company commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the 12 (twelve) month period ended March 31 of that year, unless otherwise stated herein. Throughout this Letter of Offer, all figures have been expressed in Rupees. Unless otherwise stated, all references to India contained in this Letter of Offer are to the Republic of India. MARKET DATA Unless stated otherwise, industry data used throughout this Letter of Offer has been obtained from industry publications, internal company reports, newspaper and magazine articles etc. Such publications generally state that content therein has been obtained from sources believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although, we believe that the industry data used in this Letter of Offer is reliable, it has not been verified by any independent source. For additional definitions, please refer to "Definitions and Abbreviations" on Page 3 of this Letter of Offer CURRENCY OF PRESENTATION In the Letter of Offer, all reference to the word “Lac/Lacs” means “one hundred thousand” and “million/mn./millions” means “ten lacs”, “Crore” means “ten millions” and “billion/bn./billions” means “one hundred crores”. Further, any discrepancies in any table / this letter of offer between the total and the sum of the amounts are due to rounding-off. Throughout the Letter of Offer, currency figures have been expressed in “ Rupees ” except those, which have been reproduced/ extracted from sources as specified at the respective places. All references to “India” contained in this Letter of Offer are to the Republic of India. All references to “Rupees” or “`” “INR” or “Rs.” are to Indian Rupees, the official currency of the Republic of India.

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FORWARD LOOKING STATEMENTS All the statements contained in this Letter of Offer which contain words or phrases such as “will”, “may”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”,“seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include but are not limited: • General economic and business conditions in the markets in which our company operate and in the local, regional, national and international economies; • Changes in laws and regulations relating to the sectors/areas in which our company operates; • Increased competition in the sectors/areas in which our company operates; • Our ability to successfully implement our growth strategy and expansion plans, technological changes and to launch and implement various projects and business plans for which funds are being raised through this Issue; • Our ability to meet our capital expenditure requirements; • Fluctuations in operating costs; • Our ability to attract and retain qualified personnel; • Changes in political and social conditions in India or in countries that our company may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; • The performance of the financial markets in India and globally; and • Any adverse outcome in the legal proceedings in which our company is involved. For a further discussion of factors that could cause our actual results to differ, see the chapters titled “Risk Factors” beginning on page No 11 of this Letter of Offer. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Neither the company, our Directors, the Lead Manager, nor any of its affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, the Lead Manager will ensure that investors in India are informed of material developments until the grant of listing and trading permission by the Stock Exchange for the Equity Shares being offered on a rights basis.

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SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all of the information in this Letter of Offer, including the risks and uncertainties described below, before making an investment in our Company’s Equity Shares. Any of the following risks as well as other risks and uncertainties discussed in this Letter of Offer could have a material adverse impact on our business, financial condition and results of our operation and could result in the loss of all or part of your investment.The Letter of Offer also contains forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Letter of Offer. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this section. Materiality: The Risk factors have been determined based on their materiality. The following factors have been considered for determining their materiality: 1. Some events may not be material individually but may be found material collectively. 2. Some events may have an impact, which is qualitative instead of quantitative. 3. Some events may not be material at present but may have material impacts in the future. INTERNAL RISK FACTORS 1. There are certain outstanding litigations against our Company, and that if determined against us, could have a material adverse effect on our financial condition and results of operations Sr. No

Particulars Brief Details about the litigations Total number of pending cases/disputes

Amount ( In Rs)

A Litigations filed against Our Company 1 Green Bird Developers Private Limited having its

registered office at Smag House, First Floor Sarojini Road Extension, Vileparle (W) Mumbai has filed a civil suit on 12th of January 2009 against the Company in the High court of Madras

Peirce Leslie India Limited and M/s.Green Bird Pvt. Ltd. had entered into an MOU dated 23.04.2008 for the sale of Peirce Leslie’s landed properties situated in S.No.143/1, 143/2 and 143/7 measuring approximately 6.56 Acres in Mamally, Feroke in Kozhikode District for Rs. 98550000 ( Rs. Nine Crores Eighty Five Lakhs Fifty thousand only). M/s.Green Bird Developers Pvt. Ltd. had paid an advance of Rs.1,00,00,000/- (Rupees One Crore only) as stipulated in the MOU.

As per the MOU Peirce Leslie have the right to forfeit all the payment made upto the date of notice if any of the installments as mentioned below is delayed beyond 30 days from the due date.

Sale consideration payment schedules as per MOU

1. Advance – upon signing the MOU – 10000000( Rs. One crore only)

2. Second Installment – within 30 days from the date of MOU – 30000000( Rs. Three Crores only)

3. Final Installment – within 60 days from the date of MOU the balance full consideration

Green Bird defaulted in compliance with the MOU and

Civil suit no. 54 of 2009

for the sum of Rs. 1,00,00,000/- with interest at 18% pa from the date of plaint till realization

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did not pay the second installment of Rs. 30000000 ( Rs. Three Crores only) within the period envisaged, citing the reason that the Land, the subject matter of MOU was in “RED ZONE” meaning exclusively Industrial Zone on which no residential building would be permitted to be built by the local municipal authorities, thus entitling Peirce Leslie India Limited to terminate the MOU and appropriate the advance of Rs.1.00 crore paid by Green Bird.

Aggrieved by the action of Peirce Leslie, Green Bird has filed a Civil Suit No.54 of 2009 in the High Court, Madras, against Peirce Leslie for recovery of the advance amount of Rs.1.00 crore with interest.

The case is pending in the High Court.

2 Notice Ref- b 1313/08 dated 20th June 2009 given by the special Tahsildar, land acquisition, koyilandy under section 6 of the Kerala Survey and Boundaries Act, 1961 and further notice dated 02/09/2010 under Section 9(3) of the land acquisition Act, 1894 mentioning the intention by the Government to take possession of the land mentioned below for public purpose under the Land acquision act on Survey No 143/1 0.1902 hectares Survey No. 143/2 0.2780 hectares Survey No. 143/6 2.1653 hectares

3 TC(A) No. 1031/2005 – Filed by the Income Tax department before the High Court against the order of tribunal in ITA NOs 2620/97 – AY: 1992-93 The department had questioned whether the Tribunal was right in law in holding that the Company can claim adjustments of business loss against capital gains of Rs. 16,71,970/- in a year in which there was no business income. The case came for final hearing on 05.06.2012 and after hearing the arguments, the high Court has remanded the matter back to the file of the Income tax Appellate Tribunal for fresh consideration after applying the correct provision of law

The demand of tax would be tax on capital gain @ 20% plus interest for 85 months amounting to Rs. 6,18,629/-

B Litigation filed by/against promoters

NIL

C Litigations filed by/against our Group Companies

NIL

D Litigation filed by/against our Directors

NIL

E Litigation filed by our Company

NIL

13

For further details of outstanding litigations against the Company, its Directors, Promoter, please see the section entitled "Outstanding Litigations and Material Developments" beginning on page 132 of this Letter of Offer. 2. The right issue is only for Non Promoter shareholders and Promoter/ Promoter group are not participating. The right issue is being made primarily to comply with SEBI requirement of having minimum 25% public shareholding and as such the issue is being made only to Non Promoter equity shareholders. 3. Valuation of the Company as a holding Company only: The Company operates mainly through wholly owned/ substantially owned subsidiaries. The PE valuation for holding companies is generally discounted at lower levels. 4. The company shares are listed only in Madras Stock Exchange and the scrip is illiquid The shares of the Company are listed only on Madras Stock Exchange. There has not been any trading in these shares during the last 11 years or the shares of the Company has seen trading only to the extent of nil shares/day during the last six months. There can be no assurance that an active trading market for the Company’s shares will revive or be sustained and as such the exit options available to the shareholders may be limited. The shares of the company are illiquid 5.The company does not satisfy the eligibility criteria to get listed in other stock exchange

The shares of the company cannot be listed in other stock exchanges as the company does not satisfy the eligibility criteria for listing.

6. The Company’ s direct activities are diverse and small in size The Company’s main sources of income emanates by providing management and corporate services to the subsidiary and other companies in the group, collecting rents and by providing clearing and forwarding services. These subsidiary companies are in the business of hospitality, Agro and Logistics. Further the Company gets minimum guaranteed amount from Neemrana group, which manages the Hotel in the property of the Company located at Kochi. The Company has entered into an agreement dated January 9, 2007 with Neemrana Hotels Private Limited which is valid for a period of seven years commencing from 01/04/2008. The Agreement provides that the licence fees payable to the Company by Neemrana, which manages the Hotel on an Income sharing basis. The income generated from these activities are not of significant amount as the Company had earlier decided to segregate major divisions of the Company into subsidiaries thus enabling the individual companies to focus their efforts on a particular activity and the size of the operations carried by the Company are small. The company’s earnings in the past 3 years is given below:

(Rs. in Lakhs)

Particulars 2011-12 2010-11 2009-10

Total Income 93.57 109.88 75.43

Operating costs 69.63 60.70 52.65

Operating profit 23.94 49.18 22.78

7. The company is involved in diverse activities The Company is involved in diverse activities such as corporate secretarial services, clearing and forwarding services and hotel industry. The Company has non operational income stream in the form of rental income, commissions etc The break up of revenue from the various activities carried by the Company is provided below

Particulars 2011-12In Rs.

Sale of services

14

Corporate Secretarial charges 12,99,600

CHA fee 1,12,500

Container storage income 25,189

Steamer Agency Fee 2,93,235

Total 17,30,524

Details of commission received

From PL Worldways Limited 14,00,004

From Neemrana Hotel 24,00,000

From Fawn Trade & Travel Pvt Ltd 68,575 38,68,579

Total Revenue from operations 55,99,103

Details of Other Income

Interest Income 2,05,593

Rent 32,07,844

Profit on sale of Fixed Assets 1,01,240

Provision no longer required return back 26,889

Miscellaneous Income 2,16,376

Total Other Income 37,57,942

. 8. The Company has invested in subsidiary Companies and the company is not getting return on the investments made The company has invested in subsidiaries which are long term in nature and these investments are not liquid. The Company has invested in wholly owned subsidiaries Peirce Leslie Surveyors & Assessors Limited, Peirce Leslie Agencies Limited, Travel Co in Limited, PL Shipping & Logistics India Limited and holds 51.20% in PL Agro Technologies Limited. The two subsidiaries travel.co.in Limited and PL Shipping & Logistics India Limited are yet to commence operations. The performance of other subsidiary companies in the last 3 years has been showing only downward trends. The company has written off 100% of the value of investments in PL Agro Technologies Limited due to losses sustained in previous years.. For the past three financial years, the return in the form of dividend 10% and 15% has been only from PL Agencies Limited for the two years ending 31/03/2011 and 31/03/2010. The Company has received bonus in the ratio of 2 for every 5 shares held from PL Agencies Limited during the year ended 31/03/2011 and 3 bonus for every 2 held from PL Surveyors during the financial year ended 31/03/2010 . 9. The Company continues to get only the minimum guaranteed amount from the Hotel at Tower House, Kochi The Company had entered into an agreement with M/s. Neemrana Hotels Pvt. Limited to convert Tower House, the Company owned bungalow at Fort Kochi, into a Boutique Hotel catering to International Tourists in the year 2007. Due to some delay in the implementation schedule, the project got completed and became operational from April 1, 2010. The occupancy at the Hotel was not as expected due to global economic slowdown and recessionary trends.. The Company as provided under the agreement with Neemrana group, which manages the Hotel, continues to get only the minimum guaranteed amount from the date of operation. The agreement with Neemrana Hotel is for 7 years commencing form 01/04/2008 and Neemrana Hotel vide letter dated 10/09/2012 brought to the attention of the Company that the hotel is not doing well and the minimum clause should be reduced from 2 Lacs to 1.5 Lacs per month. Further the hotel has still not got the heritage classification from Ministry of Tourism.. Neemrana Hotels Pvt. Limited

15

who are the manager to operate the Tower House Hotel have applied to Ministry of Tourism, New Delhi for getting the heritage classification for the Tower House property. The application with the Ministry of Tourism is in the final stage of approval and officials from the Ministry of Tourism are expected to inspect the property and company is hopeful of getting the approval at the earliest 10. The company mainly operates through its wholly owned subsidiary/ substantially owned subsidiary. The company is mainly operating through its wholly owned subsidiaries and substantially owned subsidiaries which are in the business of logistics, Agro and hospitality. 11. The Company has Contingent liabilities not provided for, which may adversely affect the Company’s financial operations: The following amount is payable to New Bridge capital private Limited in the form of dividend for the investment made in preferential shares

2006-07=1548560/-

2007-08=1548560/-

2008-09=1548560/-

2009-10=1548560/-

2010-11=1548560/-

2011-12=1548560/-

2012 = 773280/- (6Months)

Total =8554264/-

The Company due to tight cash flow has not provided the contingent liability in the accounts but has disclosed the cumulative dividend amount in the notes to the accounts. Non payment of dividend for more than 2 years entitles voting rights to New Bridge Capital Pvt. Limited resulting in total voting rights of 89.31% to New Bridge Capital Pvt. Limited. Contingent liability amounting to Rs. 1,15,000/- is towards Bank Guarantee issued by SBI, Overseas Bank, Kochi to Commissioner of Customs, Cochin , The Port Officer, Mangalore and Commissioner of Customs, Cochin for port clearance, Customs Clearance etc against margin money deposit made by the company. In the event these liabilities materialise, financial condition of our company may be affected

12. Funds from the issue to be used for repayment of loan and investment in subsidiary which may not bring adequate return Investment in subsidiaries would be in the equity mode and the company would get return only if dividend is declared. Repayment of loan would reduce the interest liabilities of approximately Rs. 10.55 Lakhs per annum.

13.The objects of the issue for which funds are being raised have not been appraised by any bank . The deployment of funds in the project is entirely at our discretion and as per the details mentioned in the section titled “Objects of the Issue”. Any revision in the estimates may require us to reschedule the expenditure and may have a bearing on the expected revenues and earnings. The purpose of the rights issue is to comply with SEBI requirement of minimum 25% public holding and our funding requirements and the deployment of the proceeds of the issue are based on management estimates and have not been appraised by any bank. We may have to revise our management estimates from time to time and consequently our funding requirements may change. Further the deployment of the funds towards the objects of the Issue is entirely at the discretion of our Board of Directors and is not subject to monitoring by external independent agency. However the deployment of funds is subject to monitoring by our audit committee. 14 The company has cash losses The company has incurred cash losses due to payment of Rs.200 lakhs by the company as a one time settlement dues to the Punjab National Bank for PL Agro Technologies Limited in the financial year 2004-05 as this payment was necessitated as the loans to the subsidiary were covered by a corporate guarantee from your company to the Bank. 15.The Company has created a charge in favour of their bankers against the assets of the Company

The Company has taken Working capital cash credit limit of Rs. 40 lakhs availed from SBI Overseas Branch, Cochin. Our Company shall be subject to usual and customery restrictive convenants of the working capital facilities availed by the Company. The terms & condition are provided below

16

Repayable on demand and renewable every year Rate of Interest – 4% above base rate Margin - Stocks 25%, Receivables – 40% (cover period 60 days) Submission of quarterly stock and receivable statement Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

The facility is for working capital requirements and sanctioned till 24th September 2013. For details on the secured loan, please refer to the section titled “ Details of Principal Terms of Loans and Assets charged” as security on page 27 of this Letter of Offer. 16. The Company has in the past entered into related party transactions and may continue to do so in the future. The Company, in the course of the business, entered into transactions with related parties including entities forming part of our Promoter Group, subsidiary companies and key managerial personnel. Such related party transactions includes loans and advances and may give rise to potential conflicts of interest with respect to dealings between the Company and the related parties. Furthermore, it is likely that the company will continue to enter into related party transactions in the future and such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. For details of related party transactions as per AS 18 entered into by us please refer to the section “Financial Information” beginning on page 51 17. Insurance cover of our company Our Company has various insurance policies covering fixed assets, etc for total insured amount of Rs. 1,95,14,300/-, details of which are disclosed on page 44 of this letter of offer, While our company believes that the company has insured themselves against the majority of the risks associated with the business and are adequate to cover all normal risks associated with the operation of business, there can be no assurance that any claim under the insurance policies maintained by the company will be honoured fully, in part or on time, or that our company has obtained sufficient insurance ( either in amount or in terms of risks covered ) to cover all material losses. To the extent that our company suffers loss or damage for events for which our company is not insured or for which insurance is inadequate, the loss would have to be borne by the Company, and, as a result, operations and financial conditions could be adversely affected. EXTERNAL RISK FACTOR AND BEYOND THE CONTROL OF THE ISSUER COMPANY 18. Notice given to the Company property at Mamally, Feroke, Kozhikode under land acquisition act 1984, if implemented could adversely affect the Company. Our Company has been issued a notice dated 20th June 2009 by the special Tahsildar, land acquisition, koyilandy under section 6 of the Kerala Survey and Boundaries Act, 1961 and notice dated 02/09/2010 under Section 9(3) of the land acquisition Act, 1894 mentioning the intention by the Government to take possession of the property at Feroke in Kozhikode for public purpose. The Government has not proceeded further after the subsequent notification issued on 02.09.2010. Even though the land has now come under the Corporation/municipality limit, the Company cannot sell the land till the government withdraws the acquisition notice. 19.Political instability or changes in the Government could adversely affect economic conditions in India and consequently our business. Our Company is incorporated in India, derives its revenues in India and all of its assets are located in India. Consequently, the Company‘s performance and the liquidity of the Equity Shares may be affected by changes in exchange rates and controls, interest rates, Government policies, taxation, social and ethnic instability and other political and economic developments affecting India. The Government has traditionally exercised and continues to exercise a significant influence over many aspects of the economy. 20. Financial instability in Indian financial markets could adversely affect the Company's results of operations and financial condition. The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions. Any financial turmoil, especially in the United States of America, Europe or China, may have a negative impact on the Indian economy. Although economic conditions differ in each country, investors' reactions to any significant developments in one country can have adverse effects on the financial and market conditions in other countries. A loss in investor confidence in the financial systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets. The current global financial

17

turmoil, an outcome of the sub-prime mortgage crisis, which originated in the United States of America, has led to a loss of investor confidence in worldwide financial markets. Indian financial markets have also experienced the contagion effect of the global financial turmoil, evident from the sharp decline in SENSEX, BSE's benchmark index. Any prolonged financial crisis may have an adverse impact on the Indian economy, thereby resulting in a material and adverse effect on the Company's business, operations, financial condition, profitability and price of its Shares. Stock exchanges in India have in the past experienced substantial fluctuations in the prices of listed securities. 21. Terrorist attacks, civil disturbances, regional conflicts and other acts of violence in India and abroad may disrupt or therwise adversely affect the Company's business and its profitability. Certain events that are beyond the control of the Company, such as terrorist attacks and other acts of violence or war, including those involving India, China, the UK, the US or other countries, may adversely affect worldwide financial markets and could potentially lead to a severe economic recession, which could adversely affect the Company's business, results of operations, financial condition and cash flows, and more generally, any of these events could lower confidence in India's economy. Southern Asia has, from time to time, experienced instances of civil unrest and political tensions and hostilities among neighboring countries, including India, Pakistan and China. India recently witnessed a major terrorist attack in Mumbai on November 26, 2008, which led to an escalation of political tensions between India and Pakistan. Political tensions could create a perception that there is a risk of disruption of business provided by India-based companies, which could have an adverse effect on the Company's business, future financial performance and price of the Shares. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that are protracted or involve the threat or use of nuclear weapons, the Company's operations might be significantly affected. India has from time to time experienced social and civil unrest and hostilities, including riots, regional conflicts and other acts of violence. Events of this nature in the future could have a material adverse effect on the Company's ability to develop its business. As a result, the Company's business, results of operations and financial condition may be adversely affected. 22. Natural calamities could have a Negative effect on the Indian economy and adversely affect the Company's business. India has experienced natural calamities such as earthquakes, a tsunami, floods and drought in the past few years. The extent and severity of these natural disasters determines their effect on the Indian economy. For example, as a result of drought conditions in the country during Fiscal 2003, the agricultural sector recorded negative growth for that period. The erratic progress of the monsoon in 2004 affected sowing operations for certain crops. Further prolonged spells of below normal rainfall or other natural calamities could have a negative effect on the Indian economy, adversely affecting the Company's subsidiary’s business and the price of its Equity Shares. 23. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be material to investors' assessment of the Company's financial condition. As stated in the reports of the Company's independent auditor included in this Letter of Offer, its financial statements are prepared and presented in conformity with Indian GAAP, consistently applied during the periods stated, except as provided in such reports, and no attempt has been made to reconcile any of the information given in this Letter of Offer to any other principles or to base it on any other standards. Indian GAAP differs from accounting principles and auditing standards with which prospective investors may be familiar in other countries. 24. The success of hotel business is dependent on the ability to anticipate and respond to client Requirements. In the event that the Company is unable to identify and understand customer tastes or to deliver quality service as compared to our competitors, it could adversely affect our business.

The hotel managed by Neemrana Hotels Private Limited at Kochi is engaged in the hospitality industry and are driven by the quality of service provided and meeting the expectations of international clients. The Company strive to keep up with the evolving client requirements to enhance the existing business and level of customer service. Owing to increase in competition, and in the event that the Company is unable to identify and understand contemporary and evolving customer tastes or to deliver quality service as compared to our competitors, it could adversely affect the hotel business.

25. The hospitality industry is affected by consumer preferences and perceptions. Changes in these preferences and perceptions may affect the demand for our properties and adversely affect our operations.

Hospitality industry is affected by changes in consumer preferences, national, regional and local economic conditions and demographic trends. Market perception of our properties and services may change which could impact our continued business success and future profitability. If the Company is unable to adapt our services successfully, meet changes in consumer demands and trends, our business and financial condition may be adversely affected.

18

PROMINENT NOTES: • Investors may contact the Lead Manager, i.e. Munoth Financial Services Limited, for any complaints, information or clarifications pertaining to the Issue. • Our Net worth was Rs. 183.57 Lakhs as per the audited financial statements of our Company as on September 30, 2012 as disclosed in the section titled “Financial Information” beginning on page 51 of this Letter of Offer. • Issue of 4,80,876 Equity Shares with a face value of Rs.10/- each at a premium of Rs.45/- for an amount aggregating to Rs.264.48 Lacs on a rights basis to the existing Non Promoter equity shareholders of our Company in the ratio of Six(6) equity shares for every Five (5) fully paid-up equity shares held by the existing Non Promoter Equity Shareholders on the record date, that is on August 30, 2013. The issue price is Rs 55/- • For details of transactions between our Company and our Group Entities in the last one year preceding the date of this Letter of Offer please refer to “Related Party Transactions” as described in “Note no. 30 ” of the Auditor‘s Report on Page 70 of this Letter of Offer. Material related party transactions updated as on 31/03/2013 is disclosed in page no. 93 of this Letter of Offer. • There are no financing arrangements whereby our Promoter Group, the Directors of companies forming a part of our Promoters, our Directors and their relatives, have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the Financier during the period of six months immediately preceding the date of filing this Letter of Offer with SEBI. • Any clarification or information relating to the Issue shall be made available by the Lead Manager and the Company to the investors at large and no selective or additional information would be available for a section of investors in any manner whatsoever. • The Company satisfies the following conditions under Regulation 57(2) (b) of Part E of Schedule VIII of the ICDR Regulations.

a. The Company has been filing periodic reports, statements and information in compliance with the listing agreement for the last three years immediately preceding the date of filing this Letter of Offer with the Stock exchange.

b. The reports, statements and information referred to in sub-clause (a) above cannot be made available on website of Madras Stock Exchange Limited as the website is still not operational fully and on the website www.corpfiling.co.in as they carry information of companies listed only on BSE and NSE.

c. The Company has investor grievance – handling mechanism which includes meeting of the Shareholder’s or Investor’s Grievance Committee at frequent intervals, appropriate delegation of power by the board of directors of the Company as regards share transfer and have clearly laid down systems and procedures for timely and satisfactory redressal of investor grievances.

• The Lead Manager and the Company shall update this Letter of Offer and keep the shareholders / public informed of any material changes till the listing and trading commencement and the Company shall continue to make all material disclosures as per the terms of the listing agreement.

19

SECTION III - INTRODUCTION

SUMMARY OF OUR BUSINESS In this section, unless the context requires otherwise, any reference to “we”, “our” and “us” refers to our Company. ISSUE DETAILS IN BRIEF

The following is a summary of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by, more detailed information in section titled “Terms of the Issue” on page 140 of this Letter of Offer.

Rights Entitlement Six(6) Equity Shares for every Five(5) Equity Share held by Non Promoter shareholders on Record Date. The promoters are not participating in the rights issue since the rights issue is proposed mainly for meeting Minimum Public shareholding norms.

Record Date August 30, 2013 Issue Price per Equity Share Each Equity Shares is being offered at a price of Rs. 55 /- per share Equity Shares outstanding prior to the Rights Issue

27,36,000 Equity Shares

Equity Shares proposed to be issued by our Company

4,80,876 Equity Shares

Equity Shares outstanding after the Rights Issue of Equity Shares

32,16,876 Equity Shareholders subscribe to all the Equity Shares Offered

Terms of the Issue For more information, refer to Section titled “Terms of the Issue” beginning on page 140 of this Letter of Offer.

Terms of Payment Full payment at the time of application @ Rs.55/- per equity share. Use of Issue proceeds For further information, please refer to the section titled “Objects of the Issue” on page 33

of this Letter of Offer. Risk Factors See “Risk Factors” on page 11 for a discussion of factors you should consider before

deciding whether to buy our Equity Shares Security Codes: ISIN: MSE Scrip Code:

INE292E01017 PIERCLESLI

OVERVIEW

Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th May 1968 at Karnataka and the name of the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change of name dated 29th September 1969 issued by Registrar of Companies, Mysore, Bangalore The registered office of the Company was shifted to the State of Tamil Nadu at the AGM held on 29th May 1995. BRIEF DETAILS OF BUSINESS ACTIVITIES The principal activities of the Company are as under

i) Hotel Income ii) Clearing and Forwarding Services iii) Corporate secretarial services iv) Rental Income

The company has made investments in the following wholly owned subsidiaries

a. Peirce Leslie Surveyors & Assessors Limited Your Company has invested 100% in Peirce Leslie Surveyors & Assessors Limited, which was established in 2002 at Chennai and has branches at Kochi, Tuticorin and Mangalore. It is having IRDA license to operate as surveyors for Marine, Motor, Miscellaneous, Fire & Engineering departments & Loss Assessors for PSU & Private Insurance Companies In India. It is approved /panel member of MMTC, FACT, Lloyd’s Agent etc. The services includes pre-shipment surveys for all kind of export cargoes, inspection/technical audit of sea food processing plants for HACCP certification, quality certification of Sea Food Frozen ,cooked products (Organoleptic, Microbiological Parameters), Marine container Inspection/ certification including Reefer Containers, Insurance risk cover inspection and solutions, claim settlement and recovery services

20

Peirce Leslie India Limited

b. Peirce Leslie Agencies Limited

Your Company has invested 100% in Peirce Leslie Agencies Limited. The Company specializes in all forms of cargo movement providing logistic support to improve the efficiency of the client’s supply chain. It offers Agency services for owners and charterers of luxury barges, tramp vessels, container carriers, lighters, oil rigs and represents Transamerica International corporation at Cochin, Tuticorin and Coimbatore for container storage yard and repair facilities. The Company has expertise in handling passenger vessels on all India basis and include poet and custom clearance, immigration formalities, supplies, crew sign on/sign off formalities, Disembarkation/ embarkation of passengers and Inland Tours. The Company is also an authorized custom House Agent at all major ports and inland container Depots. The services include cargo superintendence in case of bulk cargo, storage in secured/covered warehouses with suitable handling equipment avoiding pilferage and theft, dispatch, segregation of damaged cargo and repacking on behalf of the importers/exporters.

c. Travel.co.in Limited Your company has invested 100% in travel.co.in Limited and it has not yet commenced business. It is exploring avenues for generating income in the travel related business/hospitality sector

d. PL Shipping & Logistics India Limited Your Company has invested 99.99% of equity in PL Shipping & Logistics India Limited to focus on shipping and Logistics related business, The Company is yet to commence business.

The Company also has a subsidiary PL Agro Technologies Limited wherein it holds 51.20% of shares.

e. PL Agro Technologies Limited:: Your Company has invested 51.20% in PL Agro Technologies Limited. It is an agricultural input , an eco friendly organic and speciality-fertilizer Company and has an entire range of products suitable for agriculture and horticulture. It exports its organic and bio fertilizers to Middle East and Sri Lanka. The company’s Agrochemical division has strategic partnership with MNCs for Toll formulation and packaging their international brands. The company is the sole importer, repacker and marketer of Compo GmbH & Co. KG, Germany for their brand of foliar fertilizers in South India.

Flow chart explaining the various associated companies of the issuer and the relationship amongst them.

(Holding Company)

(Associate Company)

SUBSIDIARY COMPANIES

Leslie Agrochem Private

Limited

travel.co.in Limited

(100%)

Peirce Leslie Agencies

Limited (100%)

PL Agro Technologies

Ltd (51.20%)

Peirce Leslie Surveyors

& Accessories Ltd

(100%)

PL Shipping &

Logistics India Ltd

(99.99%)

New Bridge Capital Private Limited

21

SUMMARY OF FINANCIAL INFORMATION The following table set forth below indicates a summary of the financial information derived from our financial statements as of and for the years ended March 31, 2012 and 2011 prepared in accordance with Indian GAAP and the SEBI (ICDR) Regulations, 2009 and are presented in the chapter titled “Financial Statements” beginning on page 51 of the Letter of Offer. The summary financial information presented below should be read in conjunction with the financial statements and the notes thereto.

Consolidated Balance Sheet as at 31st March 2012 Particulars Note No 31 Mar 2012 Rs. 31 Mar 2011 Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 44,550,993 44,559,713

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 4,960,983 5,155,874

(b) Other Long term liabilities - -

(c) Long term provisions 8,626,102 4,273,465

(4) Current Liabilities 5

(a) Short-term borrowings 10,145,883 3,663,682

(b) Trade payables 29,629,200 19,874,666

(c) Other current liabilities 29,428,274 27,623,955

(d) Short-term provisions 997,549 3,307,003

5) Minority Interest 38,195,525 36,361,266

Total 213,251,509 191,536,624 II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 77,046,246 73,216,451

(ii) Intangible assets 178,901 207,807

(iii) Capital work-in-progress - -

(b) Non-current investments 7 2,737,122 1,641,540

(c) Long term loans and advances 8 24,692 24,692

(d) Deferred tax assets 3,215,593 4,181,328

(2) Current assets

(a) Current investments - -

(b) Inventories 9 48,648,835 31,427,152

(c) Trade receivables 10 46,061,176 52,146,846

(d) Cash and cash equivalents 11 25,208,535 16,678,240

(e) Short-term loans and advances 12 9,948,497 11,891,690

(f) Other current assets 181,912 120,878

Total 213,251,509 191,536,624

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. For and on behalf of the board of directors of Peirce Leslie India Limited V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR V.SANKARAN COMPANY SECRETARY Chennai 30th May 2012

As per our report of even date For VARMA & VARMA

CHARTERED ACCOUNTANTS FRN 04532S

K M SUKUMARAN PARTNER

Membership No. 15707

22

Consolidated Profit and Loss Statement for the year ended 31st March 2012

Rs. Particulars Note No Year ended 31

Mar 2012 Year ended 31

Mar 2011 I. Revenue from operations

Sale of services 302,911,467 310,602,733

Other operating revenues 3,868,579 3,517,385

Total 306,780,046 314,120,118

Total Revenue from Operations 306,780,046 314,120,118

II. Other Income 12 9,364,567 7,293,616

III. Total Revenue (I +II) 316,144,613 321,413,734

IV. Expenses:-

Cost of materials consumed 156,476,414 161,867,810

Employee benefit expense 15 54,354,860 44,943,051

Financial costs 16 2,326,105 1,920,516

Depreciation 6,253,846 5,342,157

Other expenses 17 90,383,538 86,186,883

IV -Total Expenses 309,794,763 300,260,417

V. Profit before extraordinary items and tax (III - IV)

6,349,850 21,153,317

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company

1,060,643 -

VII. Profit before tax (V - VI) 5,289,207 21,153,317

VIII. Tax expense:

(1) Current tax 2,020,203 4,974,813

(2) Previous year 375,378 804,787

(3) Deferred tax 965,735 660,750

IX. Profit (Loss) for the period from continuing operations (VII - VIII)

1,927,891 14,712,967

Less: Minority interest 1,834,627 6,701,526

X. Profit for the year before appropriations 93,264 8,011,441

APPROPRIATIONS Income Tax on Dividend - 166,088 Profit for the year 93,264 7,845,353 XI. Earning per equity share:

Basic/Diluted (0.63) 2.27

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. For and on behalf of the board of directors of Peirce Leslie India Limited V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR V.SANKARAN COMPANY SECRETARY

As per our report of even date

For VARMA & VARMA CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN Chennai PARTNER

Membership No. 15707 30th May 2012

23

Notes:

(a) “Inventories “ includes raw materials like urea, DAP, Rock phosphate , minerals etc , finished goods like fertilizers and stores and spares of the subsidiary PL Agro Technologies Limited. The increase in inventory for the year 31/03/2012 when compared to 31/03/2011 is due to increase in cost of raw materials.

(b) Cost of material consumed is the total cost of raw material like urea, DAP, MOP, Complex, Dolomite, Bone Meal/Neem cake, Ammonium Sulphate, Rock Phosphate, Minerals etc.and Packed Materials like Standard Mixtures (various grades), Micronutrients, Organic Manure etc for making fertilizers for the subsidiary PL Agro Technologies Limited.

(c) The following have contributed to the increase in short term borrowings (i) cash credit from Bank of India availed by subsidiary PL Agro Technologies Limited amounting to Rs. 30,46,649/- , (ii) Cash Credit from SBI by PLI amounting to Rs.24,35,552/- and (iii) Inter Corporate Deposit received from M/s. Leslie Agrochem Private Limited amounting to Rs.10,00,000/-

(d) The fall in revenue and substantial reduction in profit is due to substantial increase in the prices of major raw materials in the subsidiary PL Agro Technologies Limited.

(e) Comments of directors on the item “Income Tax paid on behalf of erstwhile subsidiary company

Peirce Leslie Cashew & Coffee Ltd was incorporated in the year 1995 as a 100% subsidiary of Peirce Leslie India Limited to do the business of processing of cashew and exporting the processed cashew to foreign countries. Due to high input costs and continued labour unrest the company incurred heavy losses year after year. Consequently, the operations became totally unviable forcing the company to close the same. Thereafter, the company was dissolved and was struck off the registers of the Registrar Of Companies on 13/08/2010. Subsequently, during the financial year 2011-12, a notice to Peirce Leslie Cashew & coffee Limited was received from the Income tax department demanding a sum of Rs. 1060643/- as tax for the Assessment year 1999-2000. Being the parent company of the erstwhile Peirce Leslie Cahew & coffee Ltd, Peirce Leslie India Limited took the responsibility for the same and paid the entire demand of Rs. 1060643/- in the Financial year 2011-12. This payment has been disclosed in the annual accounts of the Company for the Financial year 2011-12 which has been passed in the AGM held on 14/09/2012. Comments of Auditors on the item “Income Tax paid on behalf of erstwhile subsidiary company Peirce Leslie Cashew & Coffee Ltd was incorporated in the year 1995 as a 100% subsidiary of Peirce Leslie India Limited to do the business of processing of cashew and exporting the processed cashew to foreign countries. Due to high input costs and continued labour unrest the company incurred heavy losses year after year. Consequently, the operations became totally unviable forcing the company to close the same. Thereafter, the company was dissolved and was struck off the registers of the Registrar Of Companies on 13/08/2010. Subsequently, during the financial year 2011-12, a notice to Peirce Leslie Cashew & coffee Limited was received from the Income tax department demanding a sum of Rs. 1060643/- as tax for the Assessment year 1999-2000. Being the parent company of the erstwhile Peirce Leslie Cahew & coffee Ltd, Peirce Leslie India Limited took the responsibility for the same and paid the entire demand of Rs. 1060643/- in the Financial year 2011-12. This payment has been disclosed in the annual accounts of the Company for the Financial year 2011-12 which has been passed in the AGM held on 14/09/2012

2.The following amounts are given to related parties and are meant for day to day office running expenses in branch levels and share of expenses. Particulars 30/09/2012 31/03/2012 Dues from Subsidiary Companies Peirce Leslie Agencies Limited 695371 120583 Peirce Leslie Surveyors & Assessors Limited 441116 0 PL Agro Technologies Limited 31109 0 PL Shipping & Logistics India Limited 2030 0 0 0

Total 1169626 120583

Related party transactions updated as on 31/03/2013 is disclosed in Page no. 93 of the Letter of Offer.

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GENERAL INFORMATION

Dear Equity Shareholder(s), Pursuant to the resolution passed at the meeting of Board of Directors of our Company held on December 31, 2012 , it has been decided to make the following offer to the Equity Shareholders of our Company with a right to Renounce. ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“RIGHTS ISSUE EQUITY SHARES”) FOR CASH AT A PRICE OF Rs. 55/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF Rs.45/- PER EQUITY SHARE AGGREGATING UPTO RS. 264.48 LAKHS TO OUR EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE ) FULLY PAID-UP EQUITY SHARES HELD BY THE EXIS TING NON PROMOTER EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E AUGUST 30, 2013] (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS 5.5 TIMES THE FACE VALUE OF THE EQUITY SHARE. Name and address of the Registered Office: PEIRCE LESLIE INDIA LIMITED Address: No.37, Dr P V Cherian Crescent Road, Egmore, Chennai 600 008 Tel. No.: +91- 44-43456509 Fax No.: +91-44- 43456508 Contact Person : Mr. R. Ramesh Email: ramesh@peirceleslie.com Website: www.peirceleslie.com Company Registration No: L93090TN1968PLC034316 Registrar of Companies, Chennai

BLOCK NO.6,B WING 2nd FLOOR SHASTRI BHAWAN 26, HADDOWS ROAD, CHENNAI - 600034 PHONE: +91-44-28270071 FAX:+91-44-28234298 Email: roc.chennai@mca.gov.in

Company Secretary V. SANKARAN, 37, Dr. P.V. Cherian Crescent, Egmore, Chennai – 600 008. Tel: +91-44- 43456502 Fax: ++91-44-43456508 E-mail: peirceleslie@eth.net Compliance Officer

R.RAMESH, 37, Dr. P.V. Cherian Crescent, Egmore, Chennai – 600 008. Tel: +91-44- 43456502 Fax: +91-44- 43456508 E-mail: ramesh@peirceleslie.com

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Note: Investors are advised to contact the Registrar to the Issue/Compliance Officer in case of any Pre-issue / Post-issue related problems such as non-receipt of letters of allotment/ share certificates/ credit of allotted Equity Shares in the respective beneficiary accounts, refund orders, etc.. BANKERS TO THE COMPANY STATE BANK OF INDIA 18 Greams Road ALI Centre, Thousandlights Chennai 600 006 Tel. No.: +91-44-28294723 Fax No.: +91-44-28295058 Contact Person: Mr. Ganesan Email: sbi.03207@sbi.co.in AUDITORS OF THE COMPANY M/s Varma & Varma, Chartered Accountants Sreela Terrace, Level 4, Unit D 105, I Main Road, Gandhi Nagar\ Adyar, Chennai 600 020 Tel. No.: +91-44-24452239 Fax No.: +91-44-24423496 Contact Person: Mr. Sukumaran Email : Chennai@varmaandvarma.com LEGAL ADVISORS OF THE COMPANY M/s Menon & Pai 41/3321-A, I S Press Road, Ernakulam - 682018 Tel. No.: +91-484-390780 Fax No.: +91-484-390581 LEAD MANAGER TO THE ISSUE Munoth Financial Services Limited Munoth Centre, Suite No. 46 & 47 343, Triplicane High Road, Triplicane, Chennai – 600 005. Tel No: +91-44-28591185 Fax No: +91-44-28591188 Email: cs@munothfinancial.com Contact Person: A G Nandini SEBI Regn. No. INM 000003739 Website: www.munothfinancial.com REGISTRARS TO THE ISSUE CAMEO CORPORATE SERVICES LIMITED Subramaniam Building No.1 Club House Road, Chennai 600 002 Tel. No.: +91-44-28460390 Fax No.: +91-44-28460394 Email: cameo@cameoindia.com Contact Person: R D Ramasamy SEBI Regn No: INR000003753

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Website: www.cameoindia.com Investors may contact the Registrar to the Issue/Compliance Officer in case of any pre-Issue/post Issue related problems. BANKER TO THE ISSUE HDFC Bank Limited Address: HDFC Bank Limited, FIG – OPS Department, Lodha, I Think Techno Campus, O-3, Level, Next to Kanjurmarg Railway Station, Kanjurmarg, Mumbai -42 Tel. No.: +91-22-30752928 Fax No.: +91-22-25799801 Email : uday.dixit@hdfcbank.com Contact Person: Mr. Uday Dixit Website: www.hdfcbank.com SEBI Reg No: INBI00000063 ISSUE SCHEDULE The subscription will open upon the commencement of the banking hours and will close upon the close of banking hours on the dates mentioned below: Issue Opening Date 19/09/2013 Last Date for Receiving request for CAF’s 03/10/2013 Issue Closing Date 17/10/2013 The Board or a duly authorised committee thereof may however decide to extend the Issue period, as it may determine from time to time, but not exceeding 30 days from the Issue Opening Date. INTER-SE ALLOCATION OF RESPONSIBILITIES Munoth Financial Services Limited is the sole Lead Manager to the Rights Issue and the responsibilities relating to and coordination and other activities in relation to the Rights Issue shall be performed by Munoth Financial Services Limited. CREDIT RATING As the Issue is of Rights Issue of Equity Shares, credit rating is not required. IPO GRADING As the Issue is of Rights Issue of Equity Shares, IPO grading is not applicable. TRUSTEES As the Issue is of Equity Shares, the appointment of trustees is not required. MONITORING AGENCY As per Regulation 16(1) of the SEBI (ICDR) Regulations, 2009 the requirement of Monitoring Agency is not mandatory if the Issue size is below ̀ 50,000 lacs. Since the Issue size is less than ` 50,000 lacs, the Company has not appointed any monitoring agency for this Issue. However, as per the Clause 49 of the Listing Agreement to be entered into with the stock exchanges upon listing of the equity shares and the Corporate Governance Requirements, the Audit Committee of the company, would be monitoring the utilization of the proceeds of the issue. APPRAISING ENTITY The project has not been appraised by any independent body. All costs and other estimates that form a part of this Letter of Offer are based on management estimates. UNDERWRITERS The present issue is not underwritten.

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MINIMUM SUBSCRIPTION

If our Company does not receive the minimum subscription of 90% of the Issue, or the subscription level falls below 90%, after the Issue Closing Date on account of cheques being returned unpaid or withdrawal of applications, our Company shall refund the entire subscription amount received within 15 days from the Issue Closing Date. If there is delay in the refund of the subscription amount by more than eight days our Company becomes liable to pay the subscription amount (i.e. 15 days after the Issue Closing Date), our Company shall pay interest @ 15% for the delayed period, as per the provisions under Section 73 (2) and (2A) of the Companies Act, 1956. DETAILS OF PRINCIPAL TERMS OF LOANS AND ASSETS CHAR GED ARE AS FOLLOWS:-

1. Working capital cash credit limit of Rs. 40 lakhs availed from SBI Overseas Branch, Cochin. The terms & condition are provided below

Repayable on demand and renewable every year Rate of Interest – 4% above base rate Margin - Stocks25%, Receivables – 40% (cover period 60 days) Submission of quarterly stock and receivable statement Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

2. Inter Corporate Deposit of Rs. 40 lakhs received from M/s. Leslie Agrochem Pvt. Ltd. Which is repayable on demand and

bears 11% interest p.a

3. Inter Corporate Deposit of Rs. 5 lakhs received from M/s. Newbridge Capital Private Limited. Which is repayable on demand and bears 11% interest p.a

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CAPITAL STRUCTURE

Our capital structure of our company and related information as on the date of filing of this Letter of Offer is set forth below: Equity share capital Sr. No Particulars Nominal Value Aggregate value

Authorised Capital

A.

70,00,000 (Seventy Lakhs only) equity shares of Rs. 10/- each )

7,00,00,000 7,00,00,000

Issued, Subscribed and Paid up Capital B. 27,36,000 Equity shares of `10/- each 2,73,60,000 2,73,60,000 Rights issue to existing Non Promoter equity shareholders in terms of this Letter of Offer

C.

4,80,876 Equity shares of `10/- each 48,08,760 48,08,760 Paid-Up Capital after the Rights Issue* D. 32,16,876 Equity Shares of `10/- each fully paid-up 3,21,68,760 3,21,68,760 Share Premium Account Existing Share Premium Account - 1,82,40,000

E.

Share Premium Account after the issue assuming allotment of all Equity Shares Offered - 2,16,39,420 3,98,79,420

^ .* Post Issue Shareholding is based on the assumption that all shareholders will subscribe in full to their entire Rights entitlement . % cumulative Redeemable Preference share capital Sr. No Particulars Nominal Value Aggregate value

Authorised Capital

A.

3,00,000 (Three lakhs only) 8% Redeemable cumulative preference shares of Rs. 100/- each

3,00,00,000 3,00,00,000

Issued, Subscribed and Paid up Capital B. 1,93,570 8% shares of `100/- each 1,93,57,000 1,93,57,000

CLASSES OF SHARES The Company has two class of share capital i.e. Equity Shares of Rs. 10/- each amd 8% cumulative redeemable preference shares of Rs. 100/- each

1. Notes to the Capital Structure Details of Authorised Share Capital since incorporation

Date of shareholders approval Particulars of amendment Incorporation The share capital of the company was Rs. 1,00,00,000/- (Rupees one crore) divided in to

15,000 preference shares of Rs. 100/- each, 4,00,000 equity shares of Rs. 10/- each and 4,50,000 shares of Rs. 10/- each (Unclassified)

EGM dated 28/06/1984 The share capital of the company was Rs. 1,00,00,000/- (Rupees one crore) divided in to 15,000 preference shares of Rs. 100/- each, 6,00,000 equity shares of Rs. 10/- each and 2,50,000 shares of Rs. 10/- each (Unclassified)

EGM dated 18/10/1986 The share capital of the company was increased to Rs. 2,00,00,000/- (Rupees Two crores) divided in to 20,00,000 equity shares of Rs. 10/- each).

EGM dated 16/05/1994 The share capital of the company was increased to Rs. 10,00,00,000/- (Rupees Ten crores) divided in to 1,00,00,000 equity shares of Rs. 10/- each).

EGM dated 23/03/2007 The share capital of the company was Rs. 10,00,00,000/- (Rupees Ten crores only) divided in to 70,00,000 equity shares of Rs. 10/- each and 3,00,000 8% redeemable preference shares of Rs. 100/- each,

29

2. Share Capital History of the Company:

Type of security

Date of Issue/ allotment

No of equity shares allotted

Face value

Issue price

Cumulative no of equity shares

Nature of consideration cash/ consideration other than cash

Reason for allotment

Authority to the issue BM/AGM /EGM date of meeting

EQUITY 26/07/1968 1000 10 10000 1000 cash At the time of incorporation

BM

26/07/1968

EQUITY 1/8/1968 203000 10 2030000 204000 consideration other than cash

BM

01/08/1968

EQUITY 6/3/1970 196000 10 1960000 400000 Cash IPO EGM

27/12/1969

EQUITY 2/5/1984 200000 10 2000000 600000 Bonus BM

02/05/1984

EQUITY 20/12/1993 312000 10 3120000 912000 Cash Pref. allotment AGM

20/12/1993

EQUITY 26/10/1994 1824000 10 36480000 2736000 Cash Rights BM

15/04/1994

Type of security

Date of Issue/ allotment

No of equity shares allotted

Face value

Issue price

Cumulative no of equity shares

Nature of consideration

Reason for allotment

Authority to the issue BM/AGM /EGM date of meeting

9.3% redeemable cumulative preference shares

27/12/1969 15000 100 1500000 15000 Cash Pref. shares

EGM

9.3% redeemable cumulative preference shares

2/5/1984 -15000 100 -

1500000 0 Redemption BM

30

Type of security Date of Issue/ allotment

No of equity shares allotted

Face value

Issue price

Cumulative no of equity shares

Nature of consideration

Reason for allotment

Authority to the issue bm/agm /egmdate of meeting

8% redeemable cumulative preference shares

3/23/2007 193570 100 19357000 193570 Cash Pref. shares

EGM

3. We have not issued any securities convertible into equity/preference shares

4. There are no rights, preferences and restrictions attached to class of shares mentioned above

5. 2,03,000 equity shares have been allotted as fully paid up pursuant to a contract without payments being received in cash

6. 2,00,000 equity shares have been allotted as fully paid up by way of bonus shares through capitalization of reserves

7. 8% redeemable cumulative preference shares of R�. 100/- each were issued at par to the Holding company Newbridge capital private limited on 23rd March 2007 and these preference shares are redeemable by the Board of Directors in one or more installment at any time but not less than 10 years from the date of allotment of shares

8. We have not allotted any shares under Section 391 – 394 of the Companies Act, 1956.

9. The Equity Shares of our Company are fully paid up and there are no partly paid up Equity Shares as on the date of this Letter of Offer.

10. We have no intention to make a further issue of capital by way of issue of Bonus Shares, Preferential Allotment, Rights issue or Public Issue which will affect the equity capital of the Company during the period commencing from the filing of the Letter of Offer with the SEBI and the date on which the Equity Shares issued under this Letter of Offer are listed or application moneys are refunded on account of the failure of the Issue. We have not issued any shares during the last one year.

11. The present Issue being rights issue to comply with the minimum public shareholding requirements within the time specified in securities contracts (Regulation) Rules, 1957 the requirement of promoters contribution and lock-in are not applicable.

12. Shareholding of Promoters and Promoters Group as on December 31, 2012

Sr No Name of the shareholder Total shares held Number of

shares As a % of total paid up capital

1 Newbridge Capital Private Limited

21,51,074 78.62

2 Anna Lakshmi 525 0.02 3 M Ramakrishnan 71,280 2.61 4 V Mohan Chandran 27,288 1.00 5 V Sreekumar 23,550 0.86 6 V Sudhakar 36,003 1.32 7 V Venugopal 25,550 0.93 Total 23,35,270 85.35

* Please refer to point no 14 for note below on Acquisition/off market transfer of shares.

13. Details of shares under Lock-in as on December 31, 2012

None of the Equity Shares of the Company are under Lock-in.

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14. Our Promoters & Promoter Group entities and Directors have not sold / purchased any equity shares of our Company during the preceding twelve months from the date of filing of the Letter of Offer with SEBI.

15. Shareholding pattern of the Company as on March 1, 2013 is as under:

Total shareholding as a % of total No. of shares

Shares pledged or otherwise encumbered

Category of shareholder No. of shareholders

Total No. of shares

Total No. of shares held in Dematerialised Form

As a % of (A+B)

As a % of (A+B+C)

Number of shares

As a % of Total No. of shares

(A)Shareholding of Promoter and Promoter Group

(1)Indian Bodies Corporate 1 2151074 2151074 78.6211 78.6211 0 0 Directors and their relatives 6 184196 183671 6.7323 6.7323 0 0 Sub total 7 2335270 2334745 85.3534 85.3534 0 0 (2)Foreign 0 0 0 0 0 0 0 Total shareholding of Promoter and Promoter group (A)

7 2335270 2334745 85.3534 85.3534 0 0

(B) Public shareholding (1) Institutions 2 16265 16265 0.5944 0.5944 NA NA (2) Non-

Institutions

Bodies Corporate 19 22931 19736 0.8381 0.8381 NA NA Individuals Individual shareholders holding nominal share capital up to Rs. 1 lakh

2004 357802 122503 13.0775 13.0775 NA NA

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

0 0 0 0 0 0 0

Any others (specify) Hindu Undivided Families 9 1115 1115 0.0407 0.0407 NA NA Non Resident Indians 11 2297 1277 0.0839 0.0839 NA NA Trusts 1 320 320 0.0116 0.0116 NA NA Sub Total 2044 384465 144951 14.0520 14.0520 NA NA Total Public Shareholding (B) 2046 400730 161216 14.6465 14.6465 NA NA Total (A) + (B) 2053 2736000 2495961 100.0000 100.0000 0 0 (C ) Shares held by Custodians and against which Depository Receipts have been issued

0 0 0 0 0 0 0

Total (A) + (B) + (C) 2053 2736000 2495961 100.0000 100.0000 0 0

• As on 1st March 2013 , there are 2,40,039 equity shares held by shareholders in physical form. As on 1st March, 2013 shares held by the Promoter numbering 23,34,745 are dematerialized.

• As on 1st March 2013, there are 2053 shareholders in our Company • As on 2nd August 2013, there are 2,34,629 shares held in physical form by 1520 shareholders and 25,01,371 shares held in demat

form by 528 shareholders.

16. Details of the Shareholders (other than Promoter and Promoter Group) holding more than one per cent of the share capital of our company as on December 31, 2012

Total shares held Sr. No Name of the Shareholders

Number of shares As a % of total paid up capital

1 NIL NIL NIL

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17. The Promoters and Directors of the Company and Lead Manager of the Issue have not entered into any buy-back, standby or similar arrangements for any of the securities being issued through this Letter of Offer.

18. The Company has duly complied with the following during the last 3 financial years including the year preceding the date of the

Letter of Offer for the purpose of filing offer document with SEBI under the provisions specified in Part E of the Schedule VIII of the SEBI (ICDR) Regulations, 2009 Regulations: a) Provisions of the Listing Agreement with respect to reporting and compliance under Clause 35, 40A, 41 and 49. b) Provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with respect to reporting in terms

of Regulation 7 and 8 pertaining to disclosure of changes in shareholding and Regulation 8A (3) pertaining to disclosure of pledged shares.

c) Provisions of the SEBI (Prohibition of Insider Trading) Regulations, 1992, with respect to reporting in terms of Regulation 13.

19. The Issue will remain open for 29 days. However the Board will have the right to extend the Issue period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date.

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SECTION IV: PARTICULARS OF THE ISSUE OBJECTS OF THE ISSUE The shares are issued on Rights basis at the ratio of six shares for every five held, exclusively to non promoter shareholders

1. To repay the debts/liabilities of the company 2. To invest in existing subsidiaries. 3. To comply with the requirement of minimum 25% public shareholding 4. To meet the right issue expenses

The fund requirements and the intended use of the proceeds as described herein are based on management estimates and the same have not been appraised by any bank or financial institution. . FUND REQUIREMENTS

Sr. No Particulars Rs in lacs 1 Repayment of ICD to Newbridge Capital Private Ltd 45 2 To close the cash credit a/c with state Bank of India 40 3 Rights Issue Expenses 16 4 To invest in existing subsidiaries through equity/ debt route 163.48

TOTAL 264.48 The ICD and cash credit facility were availed by the company for its business MEANS OF FINANCE

Sr. No Particulars Rs. In lacs 1 Right Issue proceeds 264.48

Total 264.48 DETAILS OF THE OBJECTS:

1. To repay the debts/liabilities of the company a) The Company has availed working capital cash credit limit of Rs. 40 lakhs from SBI Overseas Branch, Cochin with the

following terms & condition Repayable on demand and renewable every year Rate of Interest – 4% above base rate Margin - Stocks25%, Receivables – 40% (cover period 60 days) Submission of quarterly stock and receivable statement Collateral security - 42 cents of land and building in Re. Sy No. 50/2 at Fort Kochi Village, Kochi

b) The Company has taken Inter Corporate Deposit of Rs. 45 Lakhs from M/s Newbridge Capital Private Limited which is

repayable on demand and bears 11% interest P.A The company would be clearing the above dues

2. To meet the Rights Issue expenses. The expenses of this issue include, among others, Management fees, printing and distribution expenses, advertisement expenses and listing fees. The estimated issue expenses are as follows:

34

Nature of expenses Amount in Lacs % of total

expenses of the issue

% of total issue size

Lead Management fees 5.00 31.25% 1.89% Registrars, Auditor, Printers, Postage, Dispatch expenses, Advertisement & Publicity expenses, travelling and conveyance

6.00 37.50% 2.27%

SEBI, Listing expenses, contingencies & other Expenses

5.00 31.25% 1.89%

Total 16.00 100.00% 6.05%

3. To invest in existing subsidiaries through debt route

The Company will be investing in the subsidiaries through the debt form. The loan will be payable on demand carrying the interest rate of 11% per annum for a tenure of 3 years. The Company is of the view that the improvement in performance of its subsidiaries will benefit the company in future

SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS

Sr. No Particulars Expected Month of commencement

Expected Month of completion

1 Repayment of ICD to Newbridge Capital Private Ltd

Dec 2013 Dec 2013

2 To close the cash credit a/c with state Bank of India

Dec 2013 Dec 2013

3 Rights Issue Expenses Dec 2013 4 To invest in existing subsidiaries through

debt route Dec 2013 Mar 2014

BRIDGE LOAN We have not entered into any bridge loan facility that will be repaid from the Issue Proceeds. INTERIM USE OF FUNDS Pending utilization for the purposes described above, we intend to temporarily invest the funds in high quality interest/dividend bearing liquid instruments including money market mutual funds, deposits with banks for the necessary duration and other investment grade interest bearing securities as may be approved by the Board.Such transactions would be at the prevailing commercial rates at the time of investment. We may also apply a part of the Issue Proceeds, pending utilization for the purposes described above, towards our working capital requirements. Should we utilize the funds towards our working capital requirements, we undertake that we will ensure consistent and timely availability of the Issue Proceeds so temporarily used to meet the fund requirement for the objects of the Issue contained herein. MONITORING UTILISATION OF FUNDS The Audit Committee appointed by the Board of Directors will monitor the utilization of the proceeds of the Issue. As required under clause 43 of the Listing Agreement, we will disclose the details of the utilization of the Issue proceeds periodically, including interim use, under a separate head in our financial statements specifying the purpose for which such proceeds have been utilized. Except as mentioned above, no part of the proceeds from the Issue will be paid by us as consideration to our Promoters, our Directors, Promoter group companies or key managerial employees, except in the normal course of our business.

35

STATEMENT OF TAX BENEFITS To The Board of Directors Peirce Leslie India Ltd 37, Dr. P. V. Cherian Crescent, Egmore, Chennai- 600008 India Dear Sirs, Sub: Certification of statement of Possible Tax Benefits in connection with Rights Issue by Peirce Leslie India Ltd (“the Company”) under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 (“the Regulations”) We, the statutory auditors of the Company have been requested by the management of the Company having its registered office at the above mentioned address to certify the statement of tax benefits available to the Company and its shareholders under the provisions of the Income-tax Act, 1961 and Wealth Tax Act, 1957 presently in force in India as of date in connection with the proposed Rights Issue of the Company. The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The above Statement of Possible Direct Tax Benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of ordinary shares. The contents stated in the Annexure are based on the information, explanations and representations obtained from the Company. This statement is only intended to provide general information to guide the investors and is neither designed nor intended to be a substitute for professional tax advice. A shareholder is advised to consult his/ her/ their own tax consultant with respect to the tax implications of an investment in the equity shares particularly in view of the fact that certain recently enacted legislations may not have a direct legal precedent or may have a different interpretation on the benefits, which an investor can avail. We do not express any opinion or provide any assurance as to whether: • the Company or its Shareholders will continue to obtain these benefits in future; • the conditions prescribed for availing the benefits have been / would be met with; or the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretations, which are subject to change from time to time. We do not assume responsibility to up-date the views of such changes. This statement is intended solely for your information and for inclusion in the Draft Letter of Offer in connection with the proposed Rights Issue of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Varma & Varma Chartered Accountants FRN004532S K.M . Sukumaran Senior Partner M No: 15707 Place: Chennai Date: February 4, 2013

36

ANNEXURE

Statement of Tax Benefits available to the Company & its Shareholders under the IT Act and other Direct Tax Laws presently in force in India: I. Benefits available to the Company

1. The Company has brought forward accumulated business loss of Rs.2.31 Crores, unabsorbed depreciation of Rs.0.39 Crores and Capital loss of Rs.2.69 Crores as on 1st April,2012 as per the Income Tax Return filed by the Company from the Assessment year 2002-03 to 2007-08 and Assessment year 10-11 to 12-13. The said amount would be available for adjustment against future profits under Section 72 of the Income Tax Act, 1961. However, the Company would be liable to pay Minimum Alternate Tax (MAT) under Section 115 JB of the Income Tax Act, 1961, wherever applicable. As per Section 10(34) of the IT Act, any income by way of dividends referred to in Section 115 –O (i.e. dividends declared, distributed or paid on or after 1st April, 2003 by domestic companies) received on the shares of any company is exempt from tax. However, such income will be subject to the provision of section 14A and section 94 sub-section( 7) and (8) of the IT Act.

As per Section 10(35) of the IT Act, the following income will be exempt in the hands of the Company;

(a) Income received in respect of the units of a Mutual Fund specified under clause (23D) of Section 10; or (b) Income received in respect of units from the Administrator of the specified undertaking; or (c) Income received in respect of units from the specified company.

However, this exemption does not apply to any income arising from transfer of units of the Administrator of the specified undertaking or of the specified Company or of a mutual fund, as the case may be. However such income will be subject to the provision of section 14A of the IT Act.

2. Capital Gains

(i) As per Section 10(38) of the IT Act, long term capital gains arising to the company from the transfer of long term capital

asset being an equity share in a company or a unit of an equity oriented fund where such transaction is chargeable to Securities Transaction Tax (STT) will be exempt in the hands of the Company. However, such income shall be taken into account in computing Minimum Alternative Tax on book profit under section 115JB of the IT Act.

For this purpose “Equity Oriented Fund” means a fund:

a. where the investible funds are invested by way of equity shares in domestic companies to the extent of more

than sixty five percent of the total proceeds of such funds; and b. which has been set up under a scheme of a Mutual Fund specified under Section 10(23D) of the ITA.

(ii) Long term capital loss arising during a year is allowed to be set-off only against long term capital gains in terms of section 70

of the IT Act. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during subsequent 8 assessment years in terms of the provisions of section 74 of the IT Act. Long term capital loss arising on sale of share or units of equity oriented fund subject to STT may not be carried forward for set off.

3. Business Losses

Business losses (other than speculative loss), if any, arising during a year can be set off against the income under any other head of income, other than income under the head salaries in terms of the provisions of section 71 of the ITA. Balance business loss can be carried forward and set off against business profits for 8 subsequent years in terms of the provisions of section 72 of the IT Act.

4. Depreciation

The Company is entitled to claim depreciation on specified tangible and intangible assets owned and used by it for the purpose of its business as per provisions of Section 32 of the IT Act. Unabsorbed depreciation, if any, under section 32(2) of the IT Act can be carried forward and set off against any source of income in subsequent years as per provisions of the IT Act.

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5. Securities Transaction Tax

Under Section 36(1)(xv) of the IT Act, STT paid in respect of the taxable securities transactions entered into in the course of the business is allowed as a deduction if the income arising from such taxable securities transactions is included in the income computed under the head ‘Profit and gains of business or profession’. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains.

6. Section 115-O- Tax on distributed profits of domestic companies.

The tax rate is 15% (plus applicable surcharge and education cess). As per sub-section (1A) to section 115O, the domestic company will be allowed to setoff the dividend received from its subsidiary company during the financial year against the dividend distributed by it, while computing the Dividend Distribution Tax (DDT) if:

• the dividend is received from its subsidiary; • the subsidiary has paid the DDT which is payable on the dividend distributed;

Provided that the same amount of dividend shall not be taken into account for reduction more than once. For the purpose of this sub-section, a company shall be a subsidiary of another company, if such other company holds more than half in nominal value of the equity share capital of the company. Further dividend paid to any person for the New Pension System Trust referred to in clause (44) of section 10 of the IT Act will be reduced from the distributed profits of the domestic company.

II. Tax Benefits available to shareholders of the Company under the IT Act A. Resident shareholders

1. Dividends

Under Section 10(34) of the IT Act, dividends (both interim and final), if any, received by the resident members / shareholders from the Company is exempt from tax. However, such income will be subject to the provision of section 14A and section 94 sub-section (7) and (8) of the IT Act.

2. Minor Children

Under Section 10(32) of the IT Act, any income of minor child who is a shareholder of the Company is clubbed in the total income of the parent under Section 64(1A) of the IT Act. Such income will be exempt from tax to the extent of ` 1,500 per minor child whose income is so included in the income of the parent.

3. Capital Gains

• The long-term capital gains (under section 2(29B) of the IT Act) accruing to the shareholders of the Company on sale of Company’s shares in a transaction carried out through a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction Tax (“STT”), is exempt from tax as per provisions of Section 10(38) of the Act.

• As per Section 111A of the IT Act, short term capital gains arising to the Company from the sale of equity share or a unit of an equity oriented fund transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax, will be taxable at the rate of 15% (plus education cess).

• As per Section 112 of the IT Act, LTCG not exempt under Section 10(38) of the IT Act are subject to tax at the rate of 20% (plus applicable surcharge and education cess) with indexation benefits. However, if such tax payable on transfer of listed securities or units or zero coupon bonds exceed 10% (plus applicable surcharge and education cess) of the LTCG (without indexation benefit), the excess tax shall be ignored for the purpose of computing the tax payable by the assessee. Further, long term capital gains arising on transfer of unlisted securities is liable to tax at the rate of 10% (plus applicable surcharge and education cess) without indexation benefits.

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• As per Section 54EC of the Act, capital gains up to ` 50 Lakhs, per annum arising from the transfer of a long term capital asset are exempt from capital gains tax provided such capital gains are invested within a period of 6 months after the date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein.

• Shareholders that are individuals or Hindu undivided families can avail of an exemption under Section 54F of the IT Act, by utilization of the net consideration arising from the transfer of the Company’s shares held for a period of more than 12 months (which is not exempt under Section 10(38)), for purchase / construction of a residential house within the specified time period and subject to the fulfillment of the conditions specified therein.

• As per Section 70 read with Section 74 of the IT Act, short term capital loss arising during a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during subsequent 8 assessment years. Long term capital loss arising during a year is allowed to be set-off only against long term capital gains. Balance loss, if any, shall be carried forward and set-off against long term capital gains arising during subsequent 8 assessment years. Long term capital loss arising on sale of share or units of equity oriented fund subject to STT may not be carried forward for set off.

• As per provisions of Section 56(2)(vii) of the Act and subject to exception provided in second proviso therein, where an individual or HUF receives shares and securities without consideration or for a consideration which is less than the aggregate fair market value of the shares and securities by an amount exceeding fifty thousand rupees, the excess of fair market value of such shares and securities over the said consideration is chargeable to tax under the head “income from other sources.”

B. Tax Treaty Benefits

As per provisions of Section 90(2) of the Act, non-resident shareholders can opt to be taxed in India as per the provisions of the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of the non-resident shareholder (including Non-Resident Indian) or the Act, whichever is more beneficial.

Any person wanting to claim benefits under any such Tax Treaty will not be able to claim any benefits unless a certificate, containing such particulars as are prescribed of his being a resident in any country outside India or a territory outside India, is obtained by him from the Government of that country or specified territory.

The characterization of the gain / losses, arising from sale / transfer of shares as business income or capital gains would depend on the nature of holding and various other factors.

C. Non-resident shareholders other than Foreign Institutional Investors- Non-resident Indian A non-resident Indian (i.e. an individual being a citizen of India / person of Indian origin who is not a ‘resident’) has an option to be governed by the provisions of Chapter XII-A of the Income Tax Act, 1961 viz. “Special Provisions Relating to Certain Incomes of Non- Residents” which are as follows :

• As per provisions of Section 115E of the IT Act, LTCG arising to a NRI from transfer of specified foreign exchange assets is taxable at the rate of 10% (plus applicable surcharge and education cess). Also, the income (other than dividend which is exempt under Section 10(34)) from investments and LTCG (other than gain exempt under Section 10(38)) from assets (other than specified foreign exchange assets) arising to a NRI is taxable at the rate of 20% (plus applicable surcharge and education cess). No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-A of the IT Act.

• As per Section 115F of the IT Act, LTCG arising to a NRI on transfer of a foreign exchange asset is exempt from tax if the net consideration from such transfer is invested in the specified assets or savings certificates within six months from the date of such transfer, subject to the extent and conditions specified in that section.

• As per provisions of Section 115G of the IT Act, where the total income of a NRI consists only of income / LTCG from such foreign exchange asset / specified asset and tax thereon has been deducted at source in accordance with the Act, the NRI is not required to file a return of income.

• As per provisions of Section 115H of the IT Act, where a person who is a NRI in any previous year, becomes assessable as a resident in India in respect of the total income of any subsequent year, he / she may furnish a declaration in writing to the assessing officer, along with his / her return of income under Section 139 of the IT Act for the assessment year in which he / she is first assessable as a resident, to the effect that the provisions of the Chapter XII-A shall continue to apply to him / her

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in relation to investment income derived from the specified assets for that year and subsequent years until such assets are transferred or converted into money.

• As per provisions of Section 115I of the IT Act, a NRI can opt not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing return of income for that assessment year under Section 139 of the IT Act, declaring therein that the provisions of the chapter shall not apply for that assessment year. In such a situation, the other provisions of the IT Act shall be applicable while determining the taxable income and tax liability arising thereon.

• In accordance with proviso to section 48 of the IT Act, capital gains arising out of transfer of capital assets being shares in the company acquired in foreign currency, shall be computed by converting the cost of acquisition, expenditure in connection with such transfer and the full value of the consideration received or accruing as a result of the transfer into the same foreign currency as was initially utilised in the purchase of the shares and the capital gains computed in such foreign currency shall be reconverted into Indian currency, such that the aforesaid manner of computation of capital gains shall be applicable in respect of capital gains accruing/arising from every reinvestment thereafter and sale of shares or debentures of an Indian company including the Company. Other benefits such as exemption U/s 10 (34), 54EC, 54F, Set off of losses U/s 71 read with 74 of the IT act as explained are also equally applicable to Non- resident individuals. D. Non-resident shareholders Foreign Institutional Investors

1. Dividend

As per provisions of Section 10(34) of the Act, dividend (both interim and final), if any, received by a shareholder from a domestic Company is exempt from tax. However such income will be subject to theprovision of section 14A of the IT Act.

2. Capital gains

• As per provisions of Section 115AD of the Act, income (other than income by way of dividends referred to Section 115-O) received in respect of securities (other than units referred to in Section 115AB) is taxable at the rate of 20% (plus applicable surcharge and education cess and secondary & higher education cess). No deduction is allowed from such income in respect of any expenditure or allowance or deductions under Chapter VI-A of the Act.

• The long-term capital gains accruing to the shareholders of the Company on sale of the Company’s shares in a transaction carried out through recognized stock exchange in India, and where such transaction is chargeable to STT, is exempt from tax as per provisions of Section 10(38).

• The short-term capital gains accruing / arising to the members of the Company on sale of the Company’s equity shares in a transaction carried out through recognized stock exchange in India and where such transaction is chargeable to STT, tax will be chargeable at 15% (plus applicable surcharge and education cess) as per provisions of Section 111A. In other case, i.e. where the transaction is not subjected to STT, as per the provisions of Section 115AD of the Act, the short term capital gains would be chargeable to tax at 30% plus applicable surcharge and education cess.

• As per the provisions of Section 115AD of the Act, long term gains accruing to the shareholders of the Company from the transfer of shares of the Company being listed in recognized stock exchanges and purchased in foreign currency, are chargeable to tax at 10% (plus applicable surcharge and education cess). The benefit of indexation and the adjustment with respect to fluctuation in foreign exchange rate would not be allowed to such shareholders. Long term capital gains arising from sale of shares or units of equity oriented fund which has been subjected to security transaction tax are exempt u/s. 10(38) even in the hands of FII.

• As per Section 54EC of the IT Act, capital gains arising up to ` 50 Lakhs per annum from the transfer of a long term capital asset are exempt from capital gains tax. Such capital gains are invested within a period of 6 months after the date of such transfer in specified bonds issued by NHAI and REC and subject to the conditions specified therein.

• As per section 196D(2) of the Act, no deduction of tax at source will be made in respect of income by way of capital gain arising from the transfer of securities referred to in section 115AD.

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3. Tax Treaty

• As per provisions of Section 90(2) of the Act, FIIs can opt to be taxed in India as per the provisions of the Act or the double taxation avoidance agreement entered into by the Government of India with the country of residence of the FII, whichever is more beneficial.

• Any person wanting to claim benefits under any such Tax Treaty will not be able to claim any benefits unless a certificate, containing such particulars as are prescribed of his being a resident in any country outside India or a territory outside India, is obtained by him from the Government of that country or specified territory.

III. Benefits available to Mutual Funds

• Dividend income : Dividend income, if any, received by the shareholders from the investment of mutual funds in shares of a domestic Company will be exempt from tax under section 10(34) read with section 115O of the Act.

As per the provisions of Section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorised by the Reserve Bank of India would be exempt from income tax, subject to the conditions as the Central Government may by notification in the Official Gazette specify in this behalf.

IV. Venture Capital Companies / Funds

In terms of section 10(23FB) of the Income Tax Act, 1961 all Venture capital companies/ funds registered with Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including dividend from and income from sale of shares of the company.

V. Benefits available to the shareholders under the Wealth Tax Act, 1957

Wealth tax is chargeable on prescribed assets. Shares in a company, held by a shareholder are not treated as an asset within the meaning of Section 2(ea) of the Wealth Tax Act, 1957 and hence, wealth tax is not applicable on shares held in a company.

VI. Gift Tax Act, 1958

Gift tax is not leviable in respect of any gifts made on or after October 1, 1998. Note: All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares are held by joint holders.

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KEY INDUSTRY REGULATIONS

There are no industry regulations applicable specific to the activities for which the funds are being raised by our Company in this Issue, other than those currently applicable to the business of our Company.

INTEREST OF PROMOTERS AND DIRECTORS None of our Directors or Promoters have any interest in any Objects of the Issue for which the Issue Proceeds are proposed to be utilised. All our Directors may be interested in the Equity Shares already held by them The Director(s) may have further interest to the extent of any dividend payable to them and other distributions in respect of the Equity Shares. Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the Board and reimbursement of expenses payable to them and to the extent of remuneration package payable to our Managing Director and Executive Director(s) for their services as Managing Director and Executive Director(s) respectively of our Company, if any.

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SECTION V – ABOUT THE ISSUER COMPANY

OUR BUSINESS A Hotel Income The Company had entered into an agreement with M/s Neemrana Hotels pvt Limited and converted Tower House, the Company owned bungalow at Fort Kochi, into a Boutique Hotel catering to International Tourists. The hotel has still not got the heritage classification from Ministry of Tourism. As per the agreement entered with the hotel, the company would be entitled to:

• 20% of the Net Room Revenue ( Gross Room Revenue less any taxes added to customers’ bills and paid to local, state or federal authorities, discounts and commission paid to Travel agents), plus

• 20% of the Net Revenue from Food and Beverage that is not outsourced (Gross Room Revenue) less any taxes added to customer’s bills and paid to local, state or federal authorities, discounts and commission paid to Travel Agents), plus

• 50% of the Net Revenue for outsourced Food and Beverage (Gross Food and beverage revenue less cost of outsoucing food and beverages, any taxes added to customers’ bills and paid to local, state and federal authorizes and discounts), plus

• 50% of the Net Miscellaneous Income (Gross Miscellaneous Revenue less cost of such services any taxes added to customers’ bills and paid to local, state or federal authorities, discounts and commission paid), Or Rs. Twenty Four lakhs per year (the Minimum Amount) whichever is greater.

The company continues to get the minimum guaranteed amount with effect from May 2010 as provided under the Agreement. B Clearing and Forwarding Services The Company also provides clearing and forwarding services at Cochin which includes CHA fee from PL Shipping & Logistics Pvt Limited and container storage fee, ship Management fee and Steamer Agency Fee from various other parties. C. Corporate Secretarial Services : The Company is involved in providing corporate secretarial services like payroll services to PL Worldways Limited and M+R Logistics India Private Limited. D. Rental Income The company operates its office out of the 1st floor of the building at Chennai as Head office. The Company has given part of its property at Head office and leased property at Kochi to various agencies on rent.

Details of Rent Received – 31.03.2012 Amount in Rs.

Head Office:

from PL Worldways Limited on Chennai Office 1375000

Paracor Adv 87500

Peirce & Leslie Travel Pvt Ltd 87500

Rent Received at Kochi:

APL Agencies Pvt Ltd,Kochi 885124

John Philip & CO 78120

Tatasons Ltd 90000

Peirce Leslie Agencies Ltd 72000

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Peirce Leslie Surveyors & Assessors Ltd 72000

KVN Impex Pvt Ltd 369600

Lorenzo Vetrified Tiles Pvt LTd 90000

Admiral Marine Services Pvt Ltd 1000

Total 3207844

Details of Rent Paid – Y.E 31.03.2012

Mangalore :

Paid to New Mangalore Port for Dock Site 7922

Head Office : Office Rent

Rent and Sub-lease levy paid to Cochin Port

Trust for 99.99Cents at W.Island, Kochi 331185

Add : Sub-Lease Levy Paid 46996

Add : Sub-Lease Levy Paid 34112 412293

Total 420215

Land and property of the Company Sr. No

Location Period of Lease/ agreement

Lease Rent given

Area Owned/Leased Lease rent /Advance taken

Purpose

1 M/s The Tower House, Vascoda Gama Square Tower Road, Fort Kochi, Kochi - 682001

7 years with effect from 01/04/2008

42 cents Owned The company has entered in to an agreement with M/s. Neemrana Hotels Private Limited to convert the property in to a boutique hotel.

2 Door No. 37/25, Victoria Cresent Road, Egmore, Chennai – 600 008

3500 sqft of ground floor given on lease rent to PL Worldways Limited for 19 months with effect from 01/09/2011

7257 sqft Owned Re. 1,25,000/- per month

The property is having ground and first floor, The first floor is for own use and the ground floor has been given on rent

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3 Mamally works, (PO) Feroke, Kozhikode – 673631

492.42 cents of land in Re. Sy Mo. 143/1,2,6,7

Owned and an MOU has been signed on 23/04/2008 with Green Bird Developers Private Limited to sell the property

Total value of Rs. 9,85,50,000/- out of which Rs. 1,00,00,000/- was taken as advance

The buildings are now used as office and are in detoriated condition and is due for renovation and maintenance

4 Plot No. 6 of Cochin Port Trust, Bristow Road, Cochin – 682 003.

30 years of lease taken from 9th May 1988 to 8th May 2018. It is a single storey building of 24000 sqft area and is subleased out .

99.77 cents Leased and owner is Cochin Port Trust

DETAILS *

* The break down of its utilisation are as follows :

Sl No Lessee Area (sq.ft) Rental rate (per sq.ft) 1 PLAL/PLSA(Office) 3600 4.44

2 PLAL(Warehouse) 4700 NIL 3 APL(Office) 3600 20.58 4 John Philip (Office) 400 17 5 KVN Impex 1 (Warehouse) 7700 4 6 KVN Impex 2 (Warehouse) 3000 7.67 7 Maintenance use ( Generator etc.) 1000 Nil

Details of Insurance taken by the Company

Details of cover Sum Assured Expiry date Policy Insured with Money Insurance 305000/ 05/04/2013 2012-M0099930-FMY Future Generali India

Insurance company Limited Fidelity Guarantee Insurance 100000/- 05/04/2013 2012-L0017066-FFG Future Generali India

Insurance company Limited Group Personal Accident Insurance

1400000/-- 05/04/2013 2012-A0130390-FGP Future Generali India Insurance company Limited

Fixed Assets – Fire Insurance- cochin branch

5200000/- 04/04/2013 2012-F0051006-FIR Future Generali India Insurance company Limited

Fixed Assets – Burglary (House Keeping) Cochin Branch

1200000/- 04/04/2013 2012-B0012902-FBG Future Generali India Insurance company Limited

Fixed Assets –Fire Insurance (Mamally, Calicut Branch)

3049300/- 04/04/2013 2012-F0051009-FIR Future Generali India Insurance company Limited

Fixed Assets – Burglary (Mamally, Calicut Branch)

165000/- 04/04/2013 2012-B0012904-FBG Future Generali India Insurance company Limited

Fixed Assets – Fire Insurance ( Chennai, Head office)

5325000/- 04/04/2013 2012-F0050994-FIR Future Generali India Insurance company Limited

Fixed Assets – Burglary (House Breaking) (Chennai, Head office)

2770000/- 04/04/2013 2012-B0012898-FBG Future Generali India Insurance company Limited

B. Claims made if any, with details - NIL -

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HISTORY AND CORPORATE STRUCTURE OF THE COMPANY History and Development of the Company: Peirce Leslie Limited has its origin in 1862 in the partnership formed between Patrick Leslie and Robert Peirce, both expatirates. The partnership was run under the name of P.L and Company and was actively involved in the manufacturing and trading in coffee, coir, cashews, coconut and spices. The partnership has undergone several changes since then and culminated with the formation of the Indian Company in 1968 with a paid up capital of Rs. 10,000/- (Rupees Ten thousand only) Peirce Leslie India Limited took over the Indian assets and liabilities of P.L and Company, United Kingdom. This take over was settled with an issue of 2,03,000 equity shares of Rs. 10/- each for consideration other than cash . In 1969, the private limited company became a deemed public limited company as per the provisions of the Indian Companies Act, 1956. In 1970, Peirce Leslie India Limited made a public offering of equity and cumulative convertible preference shares and the same was listed on the stock exchange of Madras. In 1984, the Company allotted 2,00,000 equity shares of Rs. 10/- each as bonus shares in the ratio of one ( 1) equity share for every two(2) shares held to the then existing shareholders. In 1993, the Company allotted 3,12,000 equity shares of Rs. 10/- each on preferential allotment to Peirce Leslie, UK In 1994, the Company made a rights issue of 18.24 lac equity shares of Rs. 10/- each for cash at a premium of Rs. 10/- per share aggregating to Rs. 3,64,80,000 in the ratio of 2 equity shares for every one share held to the then existing shareholders The registered office of the Company was shifted to the state of Tamil Nadu in the AGM held on 29th May 1995. The company decided to segregate major divisions of the company into subsidiaries enabling the individual companies to focus their efforts on a particular activity. To focus the company’s increasing business in agro based activities, a separate 100% subsidiary PL Agro Technologies was formed In 1995, a new subsidiary Company Peirce Leslie Cashews and Coffee Limited was formed to handle cashew and coffee business and in 1996 cashew factory at Karaparamba, Calicut was awarded the ISO 9002 certification and in same year. PL Worldways Limited and PL International Limited became subsidiaries of the Company In 1997, a new subsidiary Peirce Leslie Freight systems limited was formed to take care of clearing, warehousing etc .In the year 2002-03, the company’s name was changed to Premier Airfreights Limited and in the year 2005-06, the company was restructured to take care of the shipping related activities and the name was changed to Peirce Leslie Agencies Limited. In the financial year 2005—06, the Company acquired travel.co.in private Limited anticipating the growth potential in the online travel activity with a plan to tie-up with a travel agency to make an entry into the online ticketing and other travel related business, which was converted in to public limited company in the financial year 2007-08 In the financial year 2006-07, the Company acquired the entire shares of Peirce Leslie Surveyors & Assessors Limited which is one of the pioneers of marine survey activities. In 2007, the Company had entered into an agreement with M/s Neemrana Hotels Private Limited to convert Tower House, the Company owned bungalow at Fort Kochi into a Boutique Hotel catering to International/ Domestic tourists. In August 2010, Peirce Leslie Cashews and Coffee Limited’s application for dissolution on the ground that the Company is not carrying on any operations was approved vide letter dated August 13, 2010 and the name was struck from the Registrar of Companies, Tamil Nadu Main objects of the Company

1. To acquire and take over as a going concern the trading and certain other business now carried on in India by Peirce Leslie & Co., Limited and all or any of the assts and liabilities of that business used in connection therewith or belonging therto, and with a view thereto to enter into, adopt and carry into effect, with or without modification, an agreement already prepared and expressed to be made between Peirce Leslie & Co., Limited of the one part and th Company of the other part and which for the purpose of identification , has been initialed by Mr. A.S. Parmeswaran.

2. To carry on business as producers, buyers, importers, processors, manufacturers, refiners, packers, exporters, sellers of and dealers in raw cashew nuts, cashew kernels, cashew nut shell liquid and any other materials or products derived or manufactured therefrom.

3. To prepare treat, cure, manipulate, manufacture and render marketable on account of the company or any others, tea, coffee, cardamom, cocoa, cashews, pepper, timber and rubber and to buy sell export, dispose of and deal in any such produce, either in its prepared, processed, cured, manufactured or raw state and either by wholesale of retail

To prepare treat, Cure m manipulate, manufacture and render marketable on account of the Company or any others, marine products plantation crops, agricultural and hill produce such as fish, prawn, lobster, froglegs, rubber, tea;. Coffee, cardamom, cocoa,

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cashews, pepper, groundnut, soyabean, sunflower, timber and to buy, sell, export, dispose of and deal in these either in their prepared, processed, cured, manufactured or raw state and either by wholesale or by retail,

4. To carry on business as manufacturers, exporters, importers, buyers and sellers of, and dealers in coir fibre, coir yarn, coir rope, coir mats and matting, coir nets, and other coir products, palmyra fibre, canvas, hessians, sisal, jute, rubber, hosepipes, sails, webs, webbing, cables, repe, cord, twine, mats, wrappings, carpets, tarpaulins, belting, sacking, leather, sacks and bags.

5. To carry on the business of manufacturers, importers, buyers and sellers of and dealers in fertilizers, manures, dips, sprays, disinfectants, vermifuges, fungicides, insecticides, weedicides and pesticides.

6. To carry on the business of manufacturers, importers, buyers and sellers of and dealers in colouring materials, pigments and flakes, paints, varnishes, rubber, chemicals, plastic and resinous materials, glues and adhesive composites, plasticizers and auxiliaries, surface active agents, coating resins, solvents and all types of acids.

7. To carry on the business as importers, buyers and sellers of and dealers in and agents for the sale and sistribution of petrol, diesel oil, kerosene, lubricating oils, diluent oils and other petroleum products.

8. To carry on business as manufacturers, exporters, importers, buyers and sellers of and dealers in synthetic fibres, filaments, plastics, fiberglass and all kinds of organic chemical products including petro-chemicals and hydrocarbons, tanks, containers, pipes, boats, and other articles, equipments and products derived or manufactured therefrom.

9. To carry on business as buyers and sellers, importers of and dealers in bulbs, wires, cables, batteries, tools and agricultural implements, sprayers, pumps, vehicles, vessels and all kinds of machinery, spare parts, accessories and equipments and all other requisites that may be required by tea, coffee and rubber estates.

10. To carry on business as manufacturers, buyers, sellers, exporters and importers of and dealers in boxes, cases, cartons, bins, tubes, crates, packing cases, cans, bale strapping systems, bags, containers, and fittings therefor of every kind, whether made of metal, wood, cardboard, leather, fibre, rope, coir ,plastic, fiberglass or other natural or synthetic material.

11. To carry on business as manufacturing and wholesale and retail stationers, map and plan makers, printers, publishers, lithographers, book-binders, envelope manufacturers, account book manufacturers, machine rulers, block makers, advertising agents and experts, designers, draughtsmen and sign makers.

12. To carry on business as manufacturers, buyers and sellers of and dealers in papers, cardboard, parchments, vellum, pencils, chalks, inks, colours, watercolours, envelopes, fountain pens, nibs, books, bottles, seals, wax, show cards, carbon papers, type writer ribbons, stencils and stencil plates, drawing materials and requisites, labels, calendars, date and time recorders, and office equipment and requisites generally.

13. To carry on business as aircraft owners, boat owners, barge owners, fighter men and carriers of goods, charterers of ships and aircraft, stevedores, wharfingers, Carmen, carting contractors and agents, cargo superintendents, shippers, packers, hauliers, motor car proprietors, garage proprietors and hob masters and to undertake the transport, custody and warehousing of merchandise, goods and materials.

14. To carry on business as agents for airlines, aircraft proprietors, aerial spraying operators, railways, shipping lines and ship owners, coach and omnibus proprietors, and other carriers and transporters.

15. To carry on business as tourist agents and contractors, and to facilitate travelling and to provide for tourists and travelers and to promote the provision of conveniences of all kinds in the way of through tickets, circular tickets, sleeping cars or berths, reserved places, hotel and lodging accommodation, baggage transport, guides, safe deposits, inquiry bureaus and otherwise.

16. To carry on business as insurance brokers and agents in respect of all classes of insurance. 17. To act as underwriters’ agents, surveyors, assessors, valuers, salvage and average adjusters and claim settling agents. 18. To act as estate agents, executors, trustees, attorneys for any other firm, corporation or person and subject to the provisions of the

Companies Act, 1956 as managing agents, secretaries and treasurers, and secretaries, registrars and transfer agents for any other company.

19. To act as agents, brokers, stockists, distributors, commission agents, manufacturers’ representatives, selling and purchasing agents for sellers, buyers, exporters, importers, manufacturers, merchants, planters, farmers, agriculturalists, tradesmen, insurers and others generally to undertake and carry out agency work of any kind whatsoever and transact all manners of agency and commission business.

20. To undertake any managerial, advisory, secretarial, accountancy, clerical or similar work] 21. To underwrite, acquire, sell, deal in, take up and hold shares, stocks, debentures, debenture stock, bonds, obligations and securities

issued or guaranteed by any company constituted or carrying on business in India or in any foreign country and debentures, debenture-stocks, bonds, obligations and securitie0s, issued or guaranteed by any government, Sovereign Ruler, Commissioners, public body, or authority, supreme, municipal, local ,or otherwise whether in India or abroad.

22. To acquire any such shares, stocks, debentures, debenture-stock, bonds, obligations or securities by original subscription, lender, purchase, exchange or otherwise and to subscribe for the same, either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers, conferred by or incidental to the ownership thereof.

23. To organize, set up, construct, develop ,promote, establish, undertake, run, manage, maintain, operate, dealin, build as builders, promoters, developers, contractors, sub-contractors, or assist, partner or undertake joint development, joint ventures, consortiums of any and all kinds of hospitality services, including, without limitations hotels, restaurants, resorts, hostels yatri nivas, malls, amusement parks, clubs, convention centers, health centers, fitness centers, spas, beauty clinics, convention facilities, residential accommodations, hospitals, office and retail facilities, serviced apartments, bars, pubs, inns, snack bars, coffee shops, night clubs, discos, refreshment and tea rooms, fast food outlets, places of vacation, home stays, farm stays, motels, holiday camps, camp sites, dormitories, leisure centers, caravan sites, guest houses, lodging houses entertainment centers and the business and development of real estate relating to any and all of such hospitality services, subject to and in accordance with applicable laws.

Existing and proposed activities of our company are within the scope of the object clause to our Memorandum of Association

47

MAJOR EVENTS OF THE COMPANY SINCE ITS INCORPORATION Year Major Events

1968 The company was incorporated at Mysore as a Private Limited company and took over the Indian assets and Liabilities of P.L and Company United Kingdom

1969 The company became the deemed public limited company as per provisions of the Companies Act, 1956 1970 The company made public offering of equity shares and the shares were listed in Madras Stock Exchange and

Mangalore Stock Exchange. 1978 Trademark LOGO No. 306868B registered by the company under Class : 1 Fertilizers 1984 The company allotted 2,00,000 equity shares of Rs. 10/- each as bonus shares in the ration of 1 equity share for

every two shares held to the then existing shareholders 1993 The company allotted 3,12,000 equity shares of Rs. 10/- each on preferential allotment to P.L., U K 1994 The Company made a rights issue of 18,24,000 equity shares of Rs. 10/- each for cash at a premium of Rs. 10/- per

share in the ratio of 2 equity shares for every one share held to the then existing shareholders. The company became the subsidiary of Peirce Leslie & Co., Ltd., U K .

1995 The registered office of the Company was shifted to the state of Tamil Nadu 1996 The cashew factory at Karaparamaba, Calicut of the subsidiary Peirce Leslie Cashews and coffee Limited was a

warded the prestigious ISO 9002 certification 2003 The Company sold the factory premises in Kerala and paid compensation and other retirement benefits to the

workmen of both Cashew and Coffee factories pursuant to agreements entered into with the trade unions consequent to cessation of cashew operations.

2006 Mr. V Sudhakar was appointed as Managing Director of the Company 2007 The company has entered in to agreement with Neemrana Hotels Private Limited to convert the Tower House

Property at port Kochi to Boutique Hotel. The Company allotted 193570 preference shares of Rs. 100/- each to Newbridge Capital Private Limited

2008 The Company has entered into an MOU with Green Bird Developers Private Limited for selling the property at Mamally works, Feroke, Kozhikode. Messers Fraser & Ross, the auditors of the Company resigned due to their preoccupation and M/s. Varma & Varma, was appointed as Auditors of the Company.

2010 One of the subsidiary of the company Peirce Leslie Cashews and Coffee Limited was dissolved and struck off the Register by the ROC, Tamil Nadu

No. of Shareholders As on 31st December 2012, there are 2080 shareholders in our Company List of Subsidiaries

a. PL Agro Technologies Limited b. Peirce Leslie Surveyors & Assessors Limited c. Peirce Leslie Agencies Limited d. Travel co,in Limited e. PL Shipping & Logistics India Limited

Shareholders Agreement We have no Shareholder’s agreement. Strategic Partner / Financial Partner We have no strategic or Financial partner. No MOU/ agreement / technical tie-up/ marketing tie-up has been entered into with any agency outside India for the purpose of export-import by the company PROMOTERS AND THEIR BACKGROUND: Peirce Leslie India Limited commenced operations as Piece Leslie and Company, a partnership firm formed between Robert Peirce and Patrick Leslie, both expatriates. The Company took over the Indian assets and liabilities of P.L and Company , United Kingdom in 1968.

Newbridge Capital Private Limited is the promoter of the Company. The company was incorporated at Chennai on 30th April, 1984 under the name Economic Investments Company Pvt Ltd to carry on business of investments. The name of the company was changed to Newbridge

48

Capital Pvt Lt on 15th march, 2001.The company is now a core investment company for the purpose of investments in group/associate companies and also for lending monies to them. Currently Newbridge capital Private Limited holds 21,51,074 shares representing 78 .62 % of the paid up capital. The promoter group consisting of M Ramakrishnan, V.Sreekumar, V Mohan Chandran V Sudhakar, V Venugopal and Annalakshmi holds 1,84, 196 shares representing 6.73% of total paid up capital. OUR MANAGEMENT BOARD OF DIRECTORS The Company has Five (5) Directors out of which One (1) is an Executive Director , Two (2) are Non Executive and Two (2) are Independent Directors. The following table sets forth the details of the Board of Directors as on the date of this Letter of Offer: Sr No

Name, Father’s Name and address Age Designation, Date of Appointment

Occupation, Qualification & DIN

Other Directorship

1 V. Venugopal, S/o K. Sankunni Menon, Aswathy, 1st Floor, New No. 12, Old No. 71, Central Street, Kilpauk Garden Colony, Kilpauk, Chennai – 600 010

67 Director Chairman, 26/06/2007

Chairman, M.Sc., formerly Member of IRS 01548807

PL Agro Technologies Limited, Leslie Agrochem Pvt Limited, Newbridge Capital Private Limited, travel.co.in Limited, PL Shipping & Logistics India Limited,

2 V Sudhakar, S/o K. Sankunni Menon, L-4, Alsa Crescent, Alsa Garden, 71, Harrington Road, Chetpet, Chennai – 600 031

59 Managing Director 25-10-2005 and his term as Managing Director expiring on 31/03/2013

Managing Director., B.Com. 00015205

PL Agro Technologies Limited, Leslie Agrochem Pvt Limited, Newbridge Capital Private Limited, PL Shipping & Logistics India Limited, Peirce Leslie Agencies Limited, Peirce Leslie Surveyors & Assessors Limited

3 V Mohanchandran, S/o K. Sankunni Menon, Aswathy, 12 Old No. 71, Central Street, Kilpauk Garden Colony, Chennai – 600 010

63 Director 21/05/2012

Director, MBA, 00015180

Travel.co.in, Peirce Leslie Agencies Limited, Australian Foods India Private Limited, Paracor Capital Advisors Pvt. Limited, Peirce & Leslie Travel Pvt. Limited

4 B Robert Raja, S/o. Balakrishnan, 203, Akshaya Apartment, 48, Pachiyappa College, Hostel R?oad, Chetpet, Chennai – 600031

57 Director 21/05/2012

Director , BBA, 00754202

Odyssey Technologies Limited

5 Radha Balakrishnan D/o. S M Shivadas Menon, 8, Wheat Croft Road, Nungambakkam, Chennai – 600 034

67 Director 21/09/2012

Director M.A, formerly Member of IRS 06386345

Nil

Brief profile of our Board of Directors Mr. V Venugopal, aged 67 years, S/o. Mr. K Sankunni Menon is a Non Executive Chairman of the company. He was a Member of IRS for over 36 years and retired as Chief commissioner of Income Tax. He was appointed as the Director of the Company in the year 2007 . He is also the chairman of PL Agro Technologies Limited.

49

Mr. V Sudhakar, aged 59 years , S/o. Mr. k Sankunni Menon is the Managing Director of the Company and he has 21 years of experience in the field of finance as a Director and 6 years of experience in the field of General Administration Mr. V Mohan Chandran, aged 63 years, S/o Mr. K Sankunni Menon is a Non Executive Director of the company . He worked as an industrial engineer at MRF Limited for 15 years prior to joining as Director of Economic Investments Company Private Limited in the year 1985. He served as Vice Chairman and Managing Director of the company from 1987 to 2006 . He has masters degree in business administration from Madras University with a specialization in corporate Finance and Foreign Trade. Mr. B Robert Raja, aged 57 years, S/o Mr. Balakrishnan is an Independent Non Executive Director of the Company. He has served in various Government departments including Department of Telecom, Ministry of Information and Broadcasting and Income tax Department in various capacities. From 1992 onwards, he is the Chairman and Managing Director of Odyssey Technologies Limited. Ms. Radha Balakrishnan, aged 67 years D/o Mr. S M Shivadas Menon is an Independent Non Executive Director of the Company. She was a Member of IRS for over 36 years and retired as Chief Commissioner of Income Tax. She also served as Member, Income Tax Settlement Commission. Relationship between Directors: Mr. V Venugopal, Mr. V Sudhakar and Mr. V Mohan Chandran are brothers Arrangements with major shareholders, customers, suppliers or others: There is no arrangement or understanding with any shareholders, customers, suppliers or others, pursuant to which the directors of our company are selected as a director or member of Senior Management. Contracts entered into by the directors Details of appointment of Mr. V Sudhakar as the Managing Director of the Company: The Board of Directors of the Company, by a resolution passed on 28th January 2006 appointed Mr. V.Sudhakar as the Managing Director of the Company for a period of five years with effect from 28th January 2006 which was approved by the Members at the Annual General Meeting held on 25th September 2006. His terms of remuneration with effect from 1st April 2007 were modified and approved by the members in the Annual General Meeting held on 29th September 2007. This was further modified and revised as mentioned below with effect from 1.4.2010 and approved by the members in the Annual General Meeting held on 24th September 2010. 1) PERIOD OF AGREEMENT :

From 1st April 2010 , for a period of three years up to and until 31st March 2013.

2) PLACE OF EMPLOYMENT : The Managing Director shall be employed at the Company’s office at Chennai or at any of the Company’s offices or establishments in India at the sole discretion of the Board.

3) REMUNERATION : (a) Salary: Rs.65,000/- per month with increase of Rs. 10000/- every year for three years with effect from 1.4.2010 and perquisites as

detailed below: (b) Special Allowance: Rs. 5300/- per month.

4) PERQUISITES:

Category ‘A’ (a) Housing: Unfurnished accommodation or housing allowance, subject to a maximum of Rs.-12500/- per month. (b) Medical Benefits: Reimbursement of expenses actually incurred for self and family, viz., wife and dependent children, subject to a ceiling of one month’s salary per annum . The unutilized portion can be carried forward for 3 years. (c) Leave Travel Concession: For self, wife and dependent children, once in a year to and from any place in India, subject to a maximum of 1 ¼ of one month’s salary. (d) Club Fee: Fee for one club excluding life membership and admission fees. (e) Reimbursement of Lunch Expenses: Lunch expenses for self on working days subject to a maximum of Rs.1,300/- per month.

(f) Mediclaim Insurance: Reimbursement of mediclaim premium not exceeding Rs. 15000 per annum

50

The above perquisites shall be evaluated as per the Income Tax Rules, 1962 as amended from time to time. Category ‘B’ : (a) Provident Fund:

The Company shall contribute towards Provident Fund at the prevailing rate, the present rate being 12% of the salary. (b) Gratuity : Not exceeding half-a-month’s salary for each completed year of service calculated on the basis of last drawn salary. Category ‘C’ : (a) Motor car : Free use of Company’s car for official use and personal use with actual petrol expenses. Reimbursement of Driver’s wages not exceeding Rs. 10000/- ( Rupees Ten Thousand only) per month. (b) Telephone: Free telephone facility at residence and mobile phone facility for official and personal use.

5) LEAVE : The Managing Director shall be entitled to leave on full salary and perquisites but not exceeding one month leave for every 11 months of service. Leave not availed of due to exigencies of Company’s business can be accumulated and encashed at the happening of any one of the contingencies, viz., (a) expiry of the agreement (b) premature termination of service by other party (c) retirement from Company’s service. Leave encashment shall be calculated taking into account only salary subject to a maximum of 3 months’ salary. Besides the above, the Managing Director will be entitled to any sick leave as may become necessary with full salary and perquisites.

6) NATURE OF DUTIES : Subject to superintendence, control and directions of the Board, the Managing Director shall have such powers and discharge such duties as assigned to him by the Board.

7) OTHER CONDITIONS : The Managing Director shall not during the tenure of his office become interested or otherwise concerned directly or through his relatives as defined in the Act, in any activity which is prejudicial to the interests of the Company. He shall not be entitled to sitting fees for attending the meetings of the Board or Committees thereto.

8) TERMINATION OF EMPLOYMENT : Three months’ notice of termination of employment shall be given by either party or payment by the Company of a sum equivalent to three months’ salary in lieu thereof.

M� V Sudhakar was reappointed as Managing Director with revised terms in the meeting of the Board of Directors on May 30, 2013 for a period of three years with effect from April 1, 2013 and this is subject to ratification and approval of the shareholders in the ensuing AG� 2013.

51

SECTION VI - FINANCIAL STATEMENTS

1.Audited Financial Statements for the year ended March 31, 2012

AUDITOR’S REPORT To, The Members of PEIRCE LESLIE INDIA LIMITED We have audited the attached Balance sheet of Peirce Leslie India Limited as at 31st March 2012 and the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation, We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors’ Report) order, 2003 as amended by Companies (Auditors’ Reprt) Amended order issued by the central Government in terms of section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said order, in so far as they are applicable to Company. Further to our comments in Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance sheet and Profit and Loss accounts and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from directors and taken on records by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of clause(g) of sub-section(1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. In the case of the Balance sheet, of the state of affairs of the Company as at 31st March 2012 ii. In the case of the profit and loss account, of the loss for the year ended on that date iii. In the case of cash Flow statement, of the Cash Flows for the year ended on that date.

For Varma & Varma Chartered Accountants

FRN: 04532S Place: Chennai Date: 30/05/2012

S M Sukumaran Partner

M. No. 15707

52

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDIT REPORT OF EVEN DATE

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets (b) During the year fixed assets have been verified by the management in accordance with a programme of verification which, in our opinion reasonable having regard to the size of the Company and the nature of assets. According to the information and explanation given to usm no material discrepancies noticed on such verification. (c) There has not been disposal of any substantial portion of fixed assets of the Company during the year, which would affect the status of the Company as a going concern.

2. Since there were no manufacturing activities during the year, the company neither purchased any inventories nor held any stocks as at the end of the year. Consequently, clause 4(ii) of the Companies (Auditor’s Report) order, 2003 is not applicable.

3. In respect of loans, secured or unsecured, granted/ taken by the Company from/to companies, firm or other parties covered in the register in pursuance of Section 301 of the Companies Act, 1956

a) Rs. 40,00,000/- due to Associate company is outstanding as inter corporate deposits (ICD) 4. In our opinion and according to the information and explanations given to us, adequate internal control systems commensurate with

the size of the company and nature of its business with regard to purchase of fixed plant, equipment and other assets and sale of services. During the course of the audit, we have not observed any continuing failure to correct a major weakness in internal control system

5. In our opinion and according to the information and explanations given to us, transactions with leslie Agrochem ar entered into in the register maintained in pursuance of contracts or arrangements referred to in section 301 of the companies act, 1956

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58AA of the Companies (Acceptance of Deposits) Rules 1975 with regard to deposit accepted from the public. The Company law Board has not passed any order.

7. Even though there is no formal internal audit system, we are of the opinion that the existing internal control systems are adequate for a company of this size.

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 in respect of services carried out by the Company

9. According to the information and explanations given to us in respect to statutory and other dues: (a) The Company has been regular in depositing undisputed statutory dues, including Employees Provident Fund, Investor

Education Protection Fund, Income tax, Employees state Insurance (ESI), Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and any other Statutory dues with the Appropriate Authorities.

(b) There are no undisputed amounts payable in respect of Provident Fund, Investor Education Protection Fund, Income Tax, Employees State Insurance (ESI), Sales Tax, Wealth tax, service Tax, Customs Duty and cess, which are outstanding as on 31st March 2012 for a period of more than six months from the date they became payable

(c) There are no dues in respect of Sales Tax, Income tax, Wealth Tax and Service tax, Customs excise duly and Cess which has not been deposited with the Appropriate Authorities on account of any dispute.

10. The Company has incurred cash losses during the year under audit. 11. In our opinion according to the information and explanation given to us Company has not defauleted in the repayment of dues to

bank, The Company has not issued any debentures. 12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other

securities. 13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of

the Companies (Audit Report) order 2003 are not applicable to the Company 14. In our opinion, the Company is not dealing in or trading in share, securities, debentures or other investments. Therefore the

provisions of clause 4(xiii) of the companies (Audit Report) order 2003 are not applicable to the Company 15. According to the information and explanation given to us, the Company has not given guarantee for laons taken by others from

banks or financial institution during the year other than the charges on the office premises at Chennai as collateral security to the bank for the working capital facility sanctioned by the bank to PL Worldways Limited.

16. According to the information and explanation given to us, in our opinion, the term loans availed by the Company were, prima facie applied by the Company during the year for the purpose for which they were raised.

17. According to the information and Explanations given to us and on overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act

19. The Company has not issued any debentures during the year. 20. The Company has not raised any money by public issues during the year. 21. To the best of our knowledge and belief and according to the information and explanation given to us no fraud on or by the

Company was noticed or reported during the year. For Varma& Varma

Chartered Accountants FRN : 045325

Place: Chennai K M Sukumaran Date: 30/05/2012 Partner

M.No. 15707

53

Peirce Leslie India Limited Balance Sheet as at 31 Mar 2012

Particulars Note No 31 Mar 2012 31 Mar 2011

Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 (7,945,982) (5,287,272)

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 821,943 4,154,435

(b) Other Long term liabilities - -

(c) Long term provisions 9,610,447 7,333,427

(4) Current Liabilities 5

(a) Short-term borrowings 7,099,234 3,663,682

(b) Trade payables 279,809 500,928

(c) Other current liabilities 12,059,787 11,722,369

(d) Short-term provisions 189,605 184,796

Total 68,831,843 68,989,365

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 54,685,058 55,034,743

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(b) Non-current investments 7 9,159,930 8,660,000

(c) Long term loans and advances 8 24,692 24,692

(2) Current assets

(a) Current investments - -

(b) Inventories - -

(c) Trade receivables 9 958,838 1,461,969

(d) Cash and cash equivalents 10 926,797 1,568,841

(e) Short-term loans and advances 11 3,076,528 2,239,120

(f) Other current assets - -

Total 68,831,843 68,989,365

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements

For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR As per our report of even date V.SANKARAN For VARMA & VARMA COMPANY SECRETARY CHARTERED ACCOUNTANTS FRN 04532S

K M SUKUMARAN Chennai PARTNER 30th May 2012 Membership No. 15707

54

Profit and Loss statement for the year ended 31 Mar 2012 Rs.

Particulars Note No Year ended 31 Mar 2012

Year ended 31 Mar 2011

I. Revenue from operations

Sale of services 1,730,524 2,031,656

Other operating revenues 3,868,579 3,517,385

Total 5,599,103 5,549,041

Total Revenue from Operations 5,599,103 5,549,041

II. Other Income 12 3,757,942 5,439,358

III. Total Revenue (I +II) 9,357,045 10,988,399

IV. Expenses:-

Employee benefit expense 13 2,603,363 2,614,712

Financial costs 14 1,092,711 1,053,890

Depreciation 2,797,628 2,638,476

Other expenses 15 4,360,322 3,455,637

IV -Total Expenses 10,854,024 9,762,715

V. Profit before extraordinary items and tax (III - IV) (1,496,979) 1,225,684

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company 1,060,643 - VII. Profit before tax (V - VI) (2,557,622) 1,225,684

VIII. Tax expense:

(1) Current tax - -

(2) Previous year - 523,177

(3) Deferred tax - -

IX. Profit (Loss) for the perid from continuing operations (VII - VIII) (2,557,622) 702,507

X. Profit / (Loss) for the year (2,557,622) 702,507

XI. Earning per equity share:

(1) Basic (0.93) 0.26

(2) Diluted (1.60) (0.41)

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR

As per our report of even date V.SANKARAN For VARMA & VARMA COMPANY SECRETARY CHARTERED ACCOUNTANTS FRN 04532S

Chennai K M SUKUMARAN 30th May 2012 PARTNER

Membership No. 15707

55

PEIRCE LESLIE INDIA LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2012

For the Year ended For the Year ended 31.3.2012 31.3.2011

A. CASH FLOW FROM OPERATING ACTIVITIES Rs. Rs. Net Profit before Tax (1496979.00) 1225684.00

Adjustments for : Depreciation 2797628.00 2638476.00 Bad debts / Advances written off 453803.00 0.00 Provision for doubtful advances 0.00 0.00 Provision for Gratuity 897744.00 147113.00 Provision for Leave Encashment 173207.00 66130.00 Interest Expenses 1092711.00 1053890.00

5415093.00 3905609.00 Interest Income (205593.00) (236994.00) Profit on sale of Assets (101240.00) (29840.00) Dividend Income 0.00 (306833.00) (2065000.00) (2331834.00) Operating Profit before working capital changes 3611281.00 2799459.00 Adjustments for : (Increase)/Decrease in Trade and Other Receivables (788080.00) (992420.00) (Increase)/Decrease in Inventories 0.00 (788080.00) 0.00 (992420.00) Increase/(Decrease) in Trade Payables 2297553.00 (1009953.00) Cash generated from operations 5120754.00 797086.00 Direct Taxes paid (2031019.00) 872156.00 NET CASH FROM OPERATING ACTIVITIES (A) 3089735.00 1669242.00 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (2707791.00) (1401364.00) Sale of Fixed Assets 260000.00 85000.00 Purchase of Investment (499930.00) (60000.00) Sale of Investments 0.00 0.00 Dividend received 0.00 2065000.00 Interest Income 205593.00 236994.00 NET CASH USED IN INVESTING ACTIVITIES (B) (2742128.00) 925630.00 C. CASH FLOW FROM FINANCING ACTIVITIES Repayment of Borrowings (896940.00) (632357.00) Proceeds from Inter Corporate Deposit 1000000.00 0.00 Interest Paid (1092711.00) (1053890.00) NET CASH FROM FINANCING ACTIVITIES (C) (989651.00) (1686247.00) Net (Increase) / Decrease in Cash and Cash equivalent (A+B+C) (642044.00) 908625.00 Cash and Cash equivalents as at 31.3.2011 (Opening Balance) 1568841.00 660216.00 Cash and Cash equivalents as at 31.3.2012 (Closing Balance) 926797.00 1568841.00

This is the Cash Flow Statement referred to in our report of even date.

For VARMA & VARMA FOR and on behalf of the Board of Director of CHARTERED ACCOUNTS Peirce Leslie India Ltd FRN 04532S K.M.Sukumaran V.Sudhakar V.Venugopal Partner Managing Director Director M.No.15707 Chennai V.Sankaran 30th May 2012 Company Secretary

56

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the beginning of the period

2736000 2736000

Number of Equity Shares outstanding as at the end of the period

2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2079562 2079562

2.1.6 Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

New bridge Capital Private Limited 2079562* 76.01* 2079562 76.01 3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference Share Capital

30000000 30000000

193570 8%Cumulative Redeemable Preference Shares (193570 Shares) of Rs.100 each

(B) 19357000 19357000

3.1.2 Number of Preference Shares outstanding as at the beginning of the period

193570 193570

Number of Preference Shares outstanding as at the end of the period

193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding Company

193570 193570

3.1.4 Preference Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 193570 100.00 193570 100.00 TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital 4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge Capital Private Limited on 23rd March 2007. These preference shares are redeemable not later than 10 years.

*Folio Nos 6249 and 6251 was inadvertently not added

57

Peirce Leslie India Limited Notes forming part of Balance Sheet

3 Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additions Deductions Balance as at as at 31 Mar 2011 31 Mar 2012 Capital Redemption Reserve 1500000 0 0 1500000

Capital Subsidy 0 0 0 0

Securities Premium Account 18240000 18240000

Revaluation Reserve 18479261 0 101088 18378173

General Reserve 0 0 0

Total 38,219,261 - 101,088 38,118,173

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and Loss

(44209040) (43506533)

Add:- Profit for the period as per XV of Statement of Profit

and Loss 702507 (2557622)

Transfer to general Reserve 0 0 Closing Surplus i.e., Balance in Statement of Profit and

Loss (43,506,533) - - (46,064,155)

3.3 Total Reserves and Surplus (5,287,272) - 101,088 (7,945,982)

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 3,891,199

Other loans and advances * 821,943 263,236.00

Total Secured Long Term Borrowings 821,943 4,154,435

4.1.2 Total Long Term Borrowings 821,943 4,154,435

4.1.3 Notes on Long Term Borrowings

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of Title Deeds of Land and Building situated at Fort Kochi. There has been no continuing default as on Balance Sheet date in repayment of loans.

4.1.4 * Secured by hypothecation of Cars

4.2 Long Term Provisions

Provision for employee benefits

Provision for Taxation 14,015,665 14,305,941

Less: Advance Tax paid 5,782,486 8,233,179

7,616,681 6,689,260

Provision for Gratuity 794,857 147,113

Provision for Leave Encashment 582,411 1,377,268

497,054 644,167

9,610,447

7,333,427

Total Non Current Liabilities

10,432,390

11,487,862

*Other loans and advances is secured by hypothecation of cars

58

Peirce Leslie India Limited Notes forming part of Balance Sheet Rs. Rs.

As at 31 March 2012 As at 31 March 2011

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks* 3,099,234 663,682

5.1.2 Unsecured

Other Loans and advances** 4,000,000 3,000,000

Total Short term borrowings 7,099,234 3,663,682

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of Title deeds of Land and buildings situated at Fort Kochi, Cochin.

5.2 Trade Payables 279,809 500,928

279,809 500,928.00

5.3 Other Current Liabilities

Current maturities of finance leace obligations - - Interest accrued but not due on borrowings - - Other payables 12,059,787 11,722,369 12,059,787 11,722,369.00 5.4 Short Term Provisions

Provision for employee benefits 25,809 21,000

Other provisions 163,796 163,796

189,605.00 184,796.00 Total Current Liabilities 19,628,435 16,071,775

*Loans repayable on demand from banks amounting to Rs. 3,099,234 /- is taken as cash credit from State Bank of India for working capital purpose. **Other loan and advances amounting to Rs. 4,000,000/- is taken as Inter Corporate deposit from Leslie Agro Chem Pvt. Ltd is for short term loan to meet additional working capital needed by the company

59

Peirce Leslie India Limited

Notes forming part of Balance

Sheet

6. Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions / Disposa

ls /

Acqui

sitions /

As at As at For the Disposa

ls /

Acq

uisition

s /

As at As at As at

31 Mar

2011

Adjustme

nts

Adjust

ments

Impai

rment

s

31 Mar

2012

31 Mar

2011

year Adjust

ments

Im

pair

ments

31 Mar

2012

31 Mar

2012

31 Mar

2011

6.1 Tangible assets

Land * 24946721 0 0 0 24946721 0 0 0 0 0 24946721 24946721

Buildings * 39972611 0 0 0 39972611 18509199 1096609 0 0 19605808 20366803 21463412

Plant and

Equipment

5402484 0 0 0 5402484 1267133 748412 0 0 2015545 3386939 4135351

Furniture and Fixtures

3436895 1125533 0 0 4562428 2487059 230470 0 0 2717529 1844899 949836

Vehicles 1551083 1441796 733473 0 2259406 948326 405389 574713 0 779002 1480404 602757

Electrical Installation

4061800 140462 0 0 4202262 1125134 417836 0 0 1542970 2659292 2936666

6.2 Total Tangible Assets

79371594 2707791 733473 0 81345912 24336851 2898716 574713 0 26660854 54685058 55034743

6.3 Previous year 78145230 1401364 175000 0 79371594 21711807 2744884 119840 0 24336851 55034743 56433423

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 54685058 55034743

(Total of 6.2, 6.5

)

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015

(Rs.1,30,17,015)

Buildings Rs.11,65,963 (Rs.12,27,330) Buildings Rs.7,54,709 (Rs.7,94,430)

6.7 ** Depreciation for the year 2744884

Less: Adjusted against

Revaluation Reserve

101088

2643796

60

Peirce Leslie India Limited

Notes forming part of Balance Sheet No. of Rs. No. of Rs.

Shares As at Shares As at

31 Mar 2012 31 Mar 2011

7 Non-Current Investments

7.1 Other Investments (At Cost) Investment in Equity instruments 23754650 23254720 Investments in Mutual Funds 0 0 Total Other Investments 23754650 23254720 7.2 Less:- Provision for Diminution in the value of investments * 14594720 24594720 Less:- Transfer to Profit and Loss account 0 10000000 14594720 Total of Other Investments 9159930 8660000 7.3 Details of Other Investments Subsidiary Companies Equity Instruments of Rs.10/- each - Fully Paid - Unquoted

PL Agro Technologies Ltd * 51.20% (51.20% Previous Year) 1616292 14594720 1616292 14594720 PL Shipping & Logistics India Ltd. 99.99% ( Nil% Previous Year) 49993 499930 0 0 Peirce Leslie Agencies Limited 100% (100% Previous Year) 1000000 7160000 1000000 7160000 (2,84,000 Bonus Shares received during the year 2010/11) Peirce Leslie Surveyors & Assessors Limited 100% (100% Previous Year) 250000 1000000 250000 1000000 (1,50,000 Bonus Shares received during the year 2009/10) travel.co.in Limited (Formerly known as travel.co.in Pvt Ltd.)

100% (100% Previous Year) 50000 500000 50000 500000

23754650 23254720 * Diminution in value of investments is for PL Agro

Technologies Limited

61

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs.

As at As at

31-Mar-12 31-Mar-12

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Trade Receivables

9.1 Outstanding for a period more than six months from the due date of payment

Secured considered good - -

Unsecured considered good - -

Unsecured considered doubtful - -

Less:- Provision for Doubtful receivables - -

9.2 Other Trade Receivables

Secured considered good - -

Unsecured considered good 958,838 1,461,969

Total Trade Receivables 958,838 1,461,969

62

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012

As at 31 Mar 2011

10 Cash and bank balances

10.1 Cash and Cash equivalents

Cash on hand 58,464 38,836

10.2 Other Bank balances

In current account 506685 1,336,020

In deposit account 361648 868,333 193,985 1,530,005

10.3 Total of Cash and bank balances 926,797 1,568,841

Peiirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012

As at 31 Mar 2011

11 Short Term Loans and Advances

11.1 Loans and Adances to Related Parties (Refer Note 9.4 below)

Unsecured, considered good 120583 70133

11.2 Others

Unsecured, considered good

Deposits 1175147 886842

Balances with Customs & Port Authorities 294888 447826

Others 1485910 2955945 834319 2168987

11.3 Total of Short Term Loans and Advances 3076528 2239120

11.4 Details of Related Parties

Particulars

Due from a Subsidiary company viz. Peirce Leslie Agencies Limited 120583 70133

120583 70133

63

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended 31 Mar 2012

Year ended 31 Mar 2011

12 Other Income

Interest Income 205593 236994

Rent 3207844 3057358

Profit on sale of Fixed Assets 101240 29840

Provision no longer required written back 26889 0

Dividend from Subsidiary 0 2065000

Miscellaneous Income 216376 50166

Total Other Income 3757942 5439358

13 Employee Benefits

Salaries and Wages, 5439120 4454180

Contribution to Provident and other funds, 313920 279649

Staff welfare expenses 196019 122003

Less: Amount recovered from Subsidiary Companies -3345696 -2241120

Total Employee Benefits 2603363 2614712

14 Finance Costs

Interest on Term Loan 377230 554477

Interest on Inter Corporate Deposit 337814 330678

Interest on Overdraft Account 309842 143949

Other borrowing costs 65535 22887

Others 2290 1899

Net gain / loss on foreign currency transactions and translation

0 0

Total Finance Costs 1092711 1053890

64

Peirce Leslie India Limited Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended Year ended

31-Mar-12 31 Mar 2011

15 Other Expenses Power and fuel. 126295 100567

Rent 420215 246506

Repairs & maintenance - Buildings

Materials 55732 104318

Labour 115842 186976

Tower House 166500 0

Repairs & maintenance - Others

Office Equipments 98127 45559

Car 34664 62632

Office 301298 238518

Insurance 151435 118565

Rates and taxes 139274 222907

Travelling and conveyance 925818 893206

Professional charges 324012 171206

Printing & stationery 153827 155111

Postage & telephones 244058 229551

Advertisement 27265 21250

Bad debts written off 453803 0

Directors' sitting fees 145000 147500

Auditors' remuneration (See note no. 15.1 below) 203520 204634

Pension payments 313484 313111

Loss on investment 0 10000000

Less: Transfer from provision 0 10000000

Bank charges 59583 42236

Miscellaneous expenses 348794 339612

Meeting & Conference expenses 103228 65684

Warehouse management expenses 182852 204868

Less: Amount recovered from Subsidiary companies (734304) (658880)

Total Other Expenses 4,360,322 3,455,637

15.1 Audit Fee 168090 168090

Tax Audit Fee 30000 30000

Reimbursement of expenses 5430 6544

203520 204634

65

NOTES TO FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

I) Significant Accounting Policies

(i) (a) Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention based on the accrual method and in

accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The said financial statements comply with

the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting Standards notified by the

Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b) Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of

assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the

accounting period. Difference between the actual results and estimates are recognised in which the results are known

/ materialized.

(ii) Balance Sheet

Fixed Assets :

a) Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were

revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the

period ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their

principal value while hire charges are charged to revenue.

Impairment of Assets :

b) At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there

in any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely

impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole,

and the impairment loss is recognised

Borrowing Costs :

c) Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic

benefits. Other borrowing costs are expensed

Investments :

d) Long Term Investments are stated at cost and provision for diminution in value is made, if the diminution in value is other than

temporary in nature.

Inventories :

e) Inventories are valued at lower of cost and net realisable value. Raw materials, Stores & Spare Parts and

66

General Merchandise are valued at cost arived at on the basis of FIFO method.

iii) Profit and Loss Account:

a) Revenue Recognition :

Income from rendering of services in recognised on completion of the jobs. Income from investments is accounted when

right to receive is established.

b) Employees Benefits :

Defined Contribution Plan :

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected

Unit Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation

of India and the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial

basis is provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company's policy / scheme

are recognised as expense based on expected obligation on undiscounted basis

c) Depreciation :

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the

Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets

Revaluation Reserve.

d) Foreign Currency Transactions :

Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary

Assets & Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit

or loss is recognised in the Profit & Loss account.

e) Accounting for Taxes on Income:

Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax.

Deferred Tax is not recognised as a matter of prudence policy.

f) Provisions, Contingent Liabilities and Contingent Assets :

67

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized

but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

II) Notes on Accounts: 31.03.2012 31.03.2011

Amount in Rupees

16. Contingent Liabilities:

i) Outstanding Guarantees 1,15,000 1,15,000

ii) Cumulative preference dividend for the years

2006-07, 2007-08, 2008-09, 2009-10, 2010-11

& 2011 – 12 77,80,984 62,32,240

.

17) Loans & Advances include due from subsidiaries

of the Company:

i) Peirce Leslie Agencies Limited 1,02,262 70,133

Maximum amount due at any time during the year 10,24,353 (6,40,607)

ii) travel.co.in Limited Nil Nil

Maximum amount due at any time during the year 3,210 4,900

iii) Peirce Leslie Surveyors & Assessors Limited Nil Nil

Maximum amount due at any time during the year 2,71,202 6,60,133

18) There are no dues to Micro and Small Enterprises as per

Micro, Small and Medium Enterprises Development Act,

2006, which are outstanding for more than 45 days at the

Balance Sheet date which is on the basis of such parties

having been identified by the Management and relied

upon by the auditors.

19)

a. The details of actuarial valuation in respect of Gratuity liability as at 31st

March 2012 are given below:

i) Projected benefit obligation as at beginning of the year 15,81,897 11,03,752

Service Cost 1,05,010 39,958

Interest Cost 1,32,552 88,300

Actuarial (Gains)/Losses -1,21,004 3,49,887

Benefits Paid - -

Projected benefit obligation at end of the year 16,98,455 15,81,897

ii) Amount recognized in the Balance Sheet:

Projected benefit obligation at the end of the year -16,98,455 15,81,897

Fair Value of the plan assets at the end of the year 16,84,761 14,34,784

(Liability)/Asset recognized in the Balance Sheet -13,694 -1,47,113

iii) Cost of the defined plan for the year

68

Current service cost 1,05,010 39,958

Interest on obligation 1,32,552 88,300

Expected return on plan assets -1,20,783 1,12,830

Net actuarial (gains)/losses recognized in the year -1,00,198 3,49,887

Net cost recognized in the Profit 16,581 3,65,315

iv) Assumptions:

Discount rate 8.00% 8.00%

Expected rate of return 8.00% 8.00%

Estimates of future salary increase take account of inflation,

Seniority, promotion and other relevant factors, such as

Supply and demand in the employment market.

Details of the key actuarial assumptions used in the determination of Long term

Compensated absences are as under:

i) Projected benefit obligation as at beginning of the year 5,07,535 4,40,540

Service Cost 38,762 33,188

Interest Cost 40,603 35,243

Actuarial Losses / (Gains) 5,888 (1,436)

Benefits Paid - -

Projected benefit obligation as at the end of the year 5,92,788 5,07,535

ii) Amount recognized in the Balance Sheet

Projected benefit obligation at the end of the year 5,92,788 5,07,535

Fair value of the plan assets at the end of the year 10,481 10,481

(Liability)/Assets recognized in the Balance Sheet (5,82,307) (4,97,054)

iii) Cost of the defined plan for the year:

Current service cost 32,762 33,188

Interest on obligation 40,603 35,243

Expected return on plan assets (838) (865)

Net actuarial (gains)/losses recognized in the year 6,726 (1,436)

Net cost recognized in the Profit and Loss account 85,253 66,130

iv) Assumptions:

Discount rate 8.00% 8.00%

Estimates of future salary increase take account of inflation,

Seniority, promotion and other relevant factors, such as

Supply and demand I the employment market

20) Depreciation for the year 34,18,927 27,44,884

Less: adjusted against Revaluation Reserve (*) 1,01,088 1,06,408

------------------ -----------------

33,17,839 26,38,476

------------------ -----------------

(*) Represents depreciation on the value of the Building

Enhanced on revaluation of such asset, which has been

69

Adjusted against Fixed Assets Revaluation Reserve.

21) The company has created charge on its office premises at Chennai as collateral security to the bank for the Working Capital

facility sanctioned by the bank to PL Worldways Limited. The yearly consideration received against this facility is disclosed as

commission income.

22) Interest & Finance Charges

Term Loan 3,77,230 5,54,477

Others 7,15,481 4,99,413

Total 10,92,711 10,53,890

Less: Amount Capitalised - -

10,92,711 10,53,890

23) Repairs to Buildings & Movable Assets include:

Buildings 2,08,632 1,46,922

Other Assets 5,63,531 4,91,061

24) Minimum Remuneration to the Managing Director (included under appropriate heads):

Salary and allowances 11,13,600 10,02,600

Contribution to Gratuity Provident and Superannuation Nil Nil

Contribution to Provident 1,08,000 93,600

Money Value of perquisites 4,72,452 4,56,718

____________ __________

16,94,052 15,52,918

____________ ___________

Minimum remuneration in accordance with the ceiling limit as laid down under Schedule XIII of the Company’s Act

1956 as approved by the share holders in the Annual General Meeting held on 24th

September 2010.

25) Auditor’s Remuneration includes:

Audit Fees 1,00,000 1,00,000

Certification of statements 98,090 98,090

Out of pocket expenses 6,544 5,430

26) Retainer fees paid to a firm in which a Director of the Company is a partner Nil Nil

27) Notes relating to Leases

The Company has acquired vehicles under finance lease with respective assets as security

i) Cost of Assets 18,80,364 5,21,525

ii) Net Carried amount as on 31.03.12 (WDV) 14,23,839 4,33,295

iii) Reconciliation between total minimum lease payments

70

And their present value

Total minimum lease payments as on 31.03.2012 8,21,944 2,63,236

Less: Future Liability on interest account 1,69,740 42,196

Present value of lease payments as on 31.03.2012 6,52,204 2,21,040

iv) Year wise future minimum lease rental payments:

28) EARNINGS PER SHARE:

31.03.2012 31.03.2011 1 Net Profit/(Loss) after tax (31,13,307) 7,02,507 Less: Cumulative Preference dividend including

Corporate tax thereon 18,11,738 18,11,738

(49,25,045) (11,09,231) 2. Weighted Average number of equity shares for the

purpose of calculating earning per share 27,36,000 27,36,000

3. Basic & Diluted earnings per share (1.80) (0.41)

29) The net deferred tax asset arising on account of unabsorbed depreciation/business loss relating to earlier years has

not been recognized in the books as a matter of prudent policy.

30) RELATED PARTY DISCLOSURE FOR THE YEAR ENDED 31.03.2012:-

A. Names of Related Parties & Nature of Related Parties relationship:

Name of the Company 31.03.2012 31.03.2011 Newbridge Capital Private Limited Holding Company Holding Company PL Agro Technologies Ltd Subsidiary Company Subsidiary Company Peirce Leslie Surveyors & Assessors Limited

Subsidiary Company Subsidiary Company

Peirce Leslie Agencies Limited Subsidiary Company Subsidiary Company Travel.co.in Limited Subsidiary Company Subsidiary Company Leslie Agrochem Private Limited Associate Company Associate Company Key Managerial Personnel Mr.V.Sudhakar Mr.V.Sudhakar

Total Minimum Lease payment as on Present value of Lease payment as on 31.03.2012 31.03.2011 31.03.2012 31.03.2011 Not later than one year

2,09,472

1,02,192

1,39,416

84,171 Later than one year and not later than give years

6,12,472

1,61,044

5,12,788

1,36,869

Later than five years - - - - 8,21,944 2,63,236 6,56,204 2,21,040

71

B. Nature of transactions during the year 2011-12:

31.03.2012 30.03.2011 Nature of Transaction

Subsidiary Under the same management

Key Management Personnel

Subsidiary

Under the same management

Key Management Personnel

1. Rent Receipt Peirce Leslie

Agencies Limited

72,000 Nil Nil 72,000 Nil Nil

Peirce Leslie Surveyors & Assessors Limited

72,000 Nil Nil 72,000 Nil Nil

2. Dividend Receipt

Peirce Leslie Agencies Limited

Nil Nil Nil 20,65,000 Nil Nil

3. Reimbursement of expenses

Peirce Leslie Surveyors & Assessors Limited

24,00,000

Nil

Nil

24,00,000

Nil

Nil

Peirce Leslie Agencies Limited

10,80,000

Nil

Nil

Nil

Nil

Nil

PL Agro Technologies Limited

6,00,000

Nil

Nil

5,00,000

Nil

Nil

4. Outstanding Due from Peirce Leslie

Agencies Limited

1,02,262

Nil

Nil

70,133

Nil

Nil

Peirce Leslie Surveyors & Assessors Limited

Nil

Nil

Nil

Nil

Nil

Nil

5. Due to Peirce Leslie

Agencies Limited

Nil

Nil

Nil

Nil

Nil

Nil

Leslie Agrochem Private Limited

Nil

40,00,000

Nil

Nil

30,00,000

Nil

6. Remuneration Nil Nil 16,94,052 Nil Nil 15,52,916 31) Figures relating to the previous year have been regrouped to conform to the classification for this year. As per our report of even dat

For and on behalf of the Board of Directors of

For VARMA & VARMA Peirce Leslie India Ltd CHARTERED ACCOUNTANTS FRN 04532S K.M.Sukumaran V.Sudhakar V.Venugopal Partner M.No.15707 Managing Director Director Chennai 30th May 2012 V.Sankaran Company Secretary

72

2. AUDITED BALANCE SHEET AS ON MARCH 31, 2013

INDEPENDENT AUDITORS’ REPORT To the Members of,Peirce Leslie India Limited Chennai Report on the Financial Statements We have audited the accompanying financial statements of Peirce Leslie India Limited (“the Company), which comprise the Balance Sheet as at March 31st, 2013, the Profit and Loss statement and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( “the Act”).This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; (b) In the case of Profit and Loss Statement, of the Profit for the year ended on that date; and (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“ the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227 (3) of the Act, we report that: a. we have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the

purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those books; c. the Balance Sheet, Profit and Loss Statement, and Cash Flow Statement dealt with by this report are in agreement with the

books of account; d. in our opinion, the Balance Sheet, Profit and Loss Statement, and Cash Flow Statement comply with the Accounting

Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board

of Directors, none of the directors are disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For Varma & Varma

Chartered Accountants FRN: 04532S

K.M.Sukumaran Place: Chennai

Date: 30.05.2013 Partner M.No.15707

73

ANNEXURE REFERRED TO IN OUR AUDIT REPORT OF EVEN DA TE

1. a. The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. During the year fixed assets have been verified by the management, in accordance with a programme of verification which, in our opinion reasonable having regard to the size of the company and the nature of assets. According to the information and explanations given to us, no material discrepancies have been noticed on such verification.

c. There has not been disposal of any substantial portion of fixed assets of the company during the year, which would affect the status of the company as a going concern.

2. Since there were no manufacturing activities during the year, the Company neither purchased any inventories nor held any stock as at

end of the year. Consequently, clause 4 (ii) of the companies (Auditor’s Report) Order, 2003 is not applicable. 3. In respect of loans, secured or unsecured, granted/ taken by the company from/ to companies, firm or other parties covered in the register in

pursuance of section 301 of the Companies Act,1956: a) Rs.40,00,000/- due to Associate Company is outstanding as inter corporate deposit (ICD). b) Rs.5,00,000/- due to Holding Company is outstanding as inter corporate deposit (ICD).

4. In our opinion and according to the information and explanations given to us, adequate internal control system commensurate with the

size of the company and nature of its business with regard to purchase of fixed plant, equipment and other assets and sale of services. During the course of the audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. In our opinion and according to the information and explanations given to us, transactions with Leslie Agrochem and Newbridge Capital

Pvt.Ltd are entered into in the register maintained in pursuance of contracts or arrangements referred to Section 301 of companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the company has complied with the Provisions of section

58 A and 58 AA of the Companies (Acceptance of Deposits) Rules 1975 with regard to deposit accepted from the public. The Company law board has not passed any Order.

7. Even though there is no formal internal audit system, we are of opinion that the existing internal control systems are adequate for a

company of this size. 8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records

under Section 209(1) (d) of the Companies Act, 1956 in respect of services carried out by the Company. 9. According to the information and explanations given to us in respect to statutory and other dues: a) The Company has been regular in depositing undisputed statutory dues, including Employees Provident Fund, Investor Education

Protection Fund, Income Tax, Employees State Insurance (ESI), Sales tax, wealth Tax, Service Tax, Customs Duty, Cess and any other statutory dues with the Appropriate Authorities.

b) There are no undisputed Amounts payable in respect of Provident Fund, Investor Education Protection fund, Income Tax , Employees state Insurance (ESI), Sales tax, Wealth Tax , Service Tax , Customs Duty , Excise Duty and Cess, Which are outstanding as on 31st March 2013 for a period of more than six months from the date they become payable.

c) There are no dues in respect of Sales tax, Income Tax, Wealth Tax, Service Tax, Customs, Excise Duty and Cess which has not been deposited with the Appropriate Authorities on account of any dispute.

10. The Company has not incurred cash losses during the year under audit. 11. In our opinion and according to the information and explanations given to us Company has not defaulted in repayment of dues to bank.

The company has not issued any debentures. 12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other

securities. 13. In our opinion the company is not a chat fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the

companies (Audit Report) Order 2003 are not applicable to the Company. 14. In our Opinion, the company is not dealing in or trading in shares, securities, debentures or other investments and accordingly, the

relative reporting requirements of the order are not applicable to the Company.

74

15. According to the information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions during the year other than the charges on the office premises at Chennai as collateral security to the bank for the working capital facility sanctioned by the bank to PL Worldways Limited.

16. According to the information and explanations given to us, in our opinion, the term loans availed by the company were, prima facie

applied by the company during the year for the purpose for which they were raised. 17. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report

that no funds raised on short-term basis have been used for long term investment. 18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under

section 301 of the Act. 19. The Company has not issued any debentures during the year. 20. The company has not raised any money by public issues during the year. 21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company

was noticed or reported during the year.

For Varma & Varma

Chartered Accountants FRN: 04532S

K.M.Sukumaran Place:Chennai Partner Date: 30.05.2013 M.No. 15707

75

Peirce Leslie India Limited Not 31 Mar 2013

31 Mar 2012

Balance Sheet as at 31 Mar 2013 Rs. Rs.

Particulars

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000

46,717,000

(b) Reserves and Surplus 3 (7,900,245)

(7,945,982)

(2) Share application money pending allotment -

-

(3) Non-Current Liabilities 4

(a) Long-term borrowings 612,471

821,943

(b) Other Long term liabilities -

-

(c) Long term provisions 8,783,020

9,610,447

(4) Current Liabilities 5

(a) Short-term borrowings 4,835,349

7,099,234

(b) Trade payables 766,861

279,809

(c) Other current liabilities 12,226,972

12,059,787

(d) Short-term provisions 191,354

189,605

Total 66,232,782

68,831,843

II.Assets (1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 52,515,594

54,685,058

(ii) Intangible assets -

-

(iii) Capital work-in-progress -

-

(b) Non-current investments 7 9,159,930

9,159,930

(c) Long term loans and advances 8 24,692

24,692

(2) Current assets

(a) Current investments - -

(b) Inventories -

-

(c) Trade receivables 9 709,979

958,838

(d) Cash and cash equivalents 10 1,682,043

926,797

(e) Short-term loans and advances 11 2,140,544

3,076,528

(f) Other current assets -

-

Total 66,232,782

68,831,843

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. -

For and on behalf of the board of directors of Peirce Leslie India Limited V. SUDHAKAR V. VENUGOPAL V MOHAN CHANDRAN RADHA BALAKRISHNAN ROBERT RAJA MANAGING CHAIRMAN DIRECTORS For VARMA & VARMA DIRECTOR CHARTERED CCOUNTANTS V.SANKARAN FRN 04532S COMPANY SECRETARY K M SUKUMARAN Chennai PARTNER 30th May 2013 Membership No. 15707

76

Peirce Leslie India Limited Rs.

Profit and Loss statement for the year ended 31 Mar 2013 Note No Year ended 31 Mar 2013

Year ended 31 Mar 2012

Particulars I. Revenue from operations

Sale of services 8,463,585

1,730,524

Other operating revenues 3,191,670

3,868,579

Total 11,655,255

5,599,103

Total Revenue from Operations 11,655,255

5,599,103

II. Other Income 12 3,843,759

3,757,942

III. Total Revenue (I +II) 15,499,014

9,357,045

IV. Expenses :-

Employee benefit expense 13 5,431,276

2,603,363

Financial costs 14 824,119

1,092,711

Depreciation 2,684,570

2,797,628

Other expenses 15 6,360,279

4,360,322

IV -Total Expenses 15,300,244

10,854,024

V. Profit before extraordinary items and tax (III - IV) 198,770

(1,496,979)

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company -

1,060,643

VII. Profit before tax (V - VI) 198,770

(2,557,622)

VIII. Tax expense:

(1) Current tax 57,000

-

(2) Previous year -

-

(3) Deferred tax -

-

IX. Profit (Loss) for the perid from continuing operations (VII - VIII)

141,770

(2,557,622) X. Profit / (Loss) for the year

141,770

(2,557,622)

XI. Earning per equity share:

(1) Basic (0.61)

(1.60)

(2) Diluted (0.61)

(1.60)

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. For and on behalf of the board of directors of Peirce Leslie India Limited V. SUDHAKAR V. VENUGOPAL V MOHAN CHANDRAN RADHA BALAKRISHNAN ROBERT RAJA MANAGING CHAIRMAN DIRECTORS DIRECTOR As per our report of even date V.SANKARAN For VARMA & VARMA COMPANY SECRETARY CHARTERED ACCOUNTANTS FRN 04532S Chennai K M SUKUMARAN 30th May 2013 PARTNER

Membership No. 15707

77

PEIRCE LESLIE INDIA LIMITED For the Year ended For the Year ended

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2013 31.3.2013 31.3.2012

A. CASH FLOW FROM OPERATING ACTIVITIES Rs. Rs.

Net Profit before Tax 198770.00 (1496979.00)

Adjustments for :

Depreciation

2684570.00 2797628.00

Bad debts / Advances written off 452928.00 453803.00

Assets discarded 1301.00 0.00

Provision for Gratuity 231797.00 897744.00

Provision for Leave Encashment 158224.00 173207.00

Interest Expenses 824119.00 1092711.00

4352939.00 5415093.00

Interest Income (63799.00) (205593.00)

Profit on sale of Assets 0.00 (101240.00)

Dividend Income 0.00 (63799.00) 0.00 (306833.00)

Operating Profit before working capital changes 4487910.00 3611281.00

Adjustments for :

(Increase)/Decrease in Trade and Other Receivables 1066372.00 (788080.00)

(Increase)/Decrease in Inventories 0.00 1066372.00 0.00 (788080.00)

Increase/(Decrease) in Trade Payables 641173.00 2297553.00

Cash generated from operations 6195455.00 5120754.00

Direct Taxes paid (1594092.00) (2031019.00)

NET CASH FROM OPERATING ACTIVITIES (A) 4601363.00 3089735.00

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (612440.00) (2707791.00)

Sale of Fixed Assets 0.00 260000.00

Purchase of Investment 0.00 (499930.00)

Sale of Investments 0.00 0.00

Dividend received 0.00 0.00

Interest Income 63799.00 205593.00

NET CASH USED IN INVESTING ACTIVITIES (B) (548641.00) (2742128.00)

C. CASH FLOW FROM FINANCING ACTIVITIES

Repayment of Borrowings

(2973357.00) (896940.00)

Proceeds from Inter Corporate Deposit 500000.00 1000000.00

Interest Paid

(824119.00) (1092711.00)

NET CASH FROM FINANCING ACTIVITIES (C) (3297476.00) (989651.00)

Net (Increase) / Decrease in Cash and Cash equivalent (A+B+C) 755246.00 (642044.00)

Cash and Cash equivalents as at 31.3.2012

(Opening Balance) 926797.00 1568841.00

Cash and Cash equivalents as at 31.3.2013

(Closing Balance) 1682043.00 926797.00

For and on behalf of the board of directors of Peirce Leslie India Limited 0.00

V. SUDHAKAR V. VENUGOPAL V MOHAN CHANDRAN RADHA BALAKRISHNAN ROBERT RAJA

MANAGING DIRECTOR CHAIRMA DIRECTORS

This is the cash flow statement referred to in our report of even date,

V.SANKARAN For VARMA & VARMA

COMPANY SECRETARY CHARTERED ACCOUNTANTS

FRN 04532S

K M SUKUMARAN

Chennai PARTNER

30th May 2013 Membership No. 15707

78

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2013

As at 31 Mar 2012

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the beginning of the period 2736000 2736000

Number of Equity Shares outstanding as at the end of the period 2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2151074 2151074

2.1.6 Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2013 31st March 2012

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 2151074 78.62 2151074 78.62

3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference Share Capital 30000000 30000000

193570 8%Cumulative Redeemable Preference Shares (193570 Shares) of Rs.100 each

(B) 19357000 19357000

3.1.2 Number of Preference Shares outstanding as at the beginning of the period 193570 193570

Number of Preference Shares outstanding as at the end of the period 193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding Company 193570 193570

3.1.4 Preference Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2013 31st March 2012

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 193570 100.00 193570 100.00

TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital

4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge Capital Private Limited on 23rd March 2007. These preference shares are redeemable not later than 10 years.

79

Peirce Leslie India Limited

Notes forming part of Balance Sheet 3 Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additions Deductions Balance as at as at 31 Mar 2012 31 Mar 2013

Capital Redemption Reserve 1500000 0 0 1500000

Capital Subsidy 0 0 0 0

Securities Premium Account 18240000 18240000

Revaluation Reserve 18378173 0 96033 18282140

General Reserve 0 0 0

Total 38,118,173

- 96,033 38,022,140

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and Loss

(43506533) (46064155)

Add:- Profit for the period as per XV of Statement of Profit

and Loss (2557622) 141770

Transfer to general Reserve 0 0 Closing Surplus i.e., Balance in Statement of Profit and

Loss

(46,064,155) - - (45,922,385)

3.3 Total Reserves and Surplus

(7,945,982) - 96,033 (7,900,245)

80

Notes forming part of Balance Sheet

Rs. As at

31st Mar 2013

Rs. As at

31st Mar 2012

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 -

Other loans and advances * 612471 821,943

Total Secured Long Term Borrowings 612,471

821,943

4.1.2 Total Long Term Borrowings 612,471

821,943

There has been no continuing default as

on Balance Sheet date in repayment of loans.

4.2 Long Term Provisions

Provision for employee benefits

Provision for Taxation 14072665 14,015,665

Less: Advance Tax paid 6557084 7,515,581

5,782,486

8,233,179

Provision for Gratuity 626654 794,857

Provision for Leave Encashment 640785 1,267,439

582,411

1,377,268

8,783,020

9,610,447

Total Non Current Liabilities 9,395,491

10,432,390

* Secured by hypothecation of Cars

81

Peirce Leslie India Limited Notes forming part of Balance Sheet

Rs. As at

31 Mar 2013

Rs. As at

31 Mar 2012

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks * 335349 3,099,234

5.1.2 Unsecured

Other Loans and advances 4500000 4,000,000

Total Short term borrowings

4,835,349

7,099,234

*Cash Credit from State Bank of India is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of Title deeds of Land and buildings situated at Fort Kochi, Cochin

5.2 Trade Payables 766,861

279,809

766,861

279,809

5.3 Other Current Liabilities

Current maturities of finance lease obligations -

-

Interest accrued but not due on borrowings -

-

Other payables 12,226,972

12,059,787

12,226,972

12,059,787

5.4 Short Term Provisions

Provision for employee benefits 24,500

25,809

Other provisions 166,854

163,796

191,354

189,605

Total Current Liabilities

18,020,536

19,628,435

82

Peirce Leslie India Limited

Notes forming part of Balance Sheet

6 Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions /

Disposals /

Acquisitions

/

As at As at For the Disposals /

Acquisitions /

As at As at As at

31 Mar 2012 Adjustments

Adjustments

Impairments

31 Mar 2013

31 Mar 2012

year Adjustments

Impairments

31 Mar 2013

31 Mar 2013

31 Mar 2012

6.1 Tangible assets

Land * 24946721 0 0 0 24946721 0 0 0 0 0 24946721 24946721

Buildings * 39972611 552780 0 0 40525391 19605808 1053796 0 0 20659604 19865787 20366803

Plant and Equipment 5402484 7700 6808 0 5403376 2015545 567468 6806 0 2576207 2827169 3386939

Furniture and Fixtures 4562428 51960 82149 0 4532239 2717529 406168 80851 0 3042846 1489393 1844899

Vehicles 2259406 0 0 0 2259406 779002 383275 0 0 1162277 1097129 1480404

Electrical Installation 4202262 0 1901 0 4200361 1542970 369896 1900 0 1910966 2289395 2659292

6.2 Total Tangible Assets 81345912 612440 90858 0 81867494 26660854 2780603 89557 0 29351900 52515594 54685058

6.3 Previous year 79371594 2707791 733473 0 81345912 24336851 2898716 574713 0 26660854 54685058 55034743

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 52515594 54685058

(Total of 6.2, 6.5 )

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015 (Rs.1,30,17,015)

Buildings Rs.11,07,665 (Rs.11,65,963) Buildings Rs.7,16,974 (Rs.7,54,709)

6.7 ** Depreciation for the year

Less: Adjusted against Revaluation Reserve

2780603

96033 2684570

83

Peirce Leslie India Limited

Notes forming part of Balance Sheet

No. of Shares

No. of Shares

Rs. As at

31 Mar 2013

Rs. As at

31 Mar 2012

7 Non-Current Investments

7.1 Other Investments (At Cost)

Investment in Equity instruments 23754650 23754650

Investments in Mutual Funds 0 0

Total Other Investments 23754650 23754650

7.2

Less:- Provision for Diminution in the value of investments * 14594720 14594720

0 0

0

Total of Other Investments 9159930 9159930

7.3 Details of Other Investments

Subsidiary Companies

Equity Instruments of Rs.10/- each - Fully Paid - Unquoted

PL Agro Technologies Ltd *

51.20% (51.20% Previous Year) 1616292 14594720 1616292 14594720

PL Shipping & Logistics India Ltd.

99.99% ( 99.99% Previous Year) 49993 499930 49993 499930

Peirce Leslie Agencies Limited

100% (100% Previous Year) 1000000 7160000 1000000 7160000

(2,84,000 Bonus Shares received during the year 2010/11)

Peirce Leslie Surveyors & Assessors Limited

100% (100% Previous Year) 250000 1000000 250000 1000000

(1,50,000 Bonus Shares received during the year 2009/10)

travel.co.in Limited

(Formerly known as travel.co.in Pvt Ltd.)

100% (100% Previous Year) 50000 500000 50000 500000

23754650 23754650

84

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2013

As at 31 Mar 2012

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Trade Receivables

9.1 Outstanding for a period more than six months f rom the due date of payment

Secured considered good -

-

Unsecured considered good -

-

Unsecured considered doubtful -

-

Less:- Provison for Doubtful receivables -

-

9.2 Other Trade Receivables

Secured considered good -

-

Unsecured considered good 709,979

958,838

Total Trade Receivables 709,979

958,838

85

Peirce Leslie India Limited

Rs. Rs. Notes forming part of Balance Sheet

As at 31 Mar 2013

As at 31 Mar 2012

10 Cash and bank balances

10.1 Cash and Cash equivalents

Cash on hand 44,838

58,464

10.2 Other Bank balances

In current account 1404267 506,685

In deposit account 232938 1,637,205

361,648

868,333

10.3 Total of Cash and bank balances 1,682,043

926,797

86

Peirce Leslie India Limited

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2013

As at 31 Mar 2012

11 Short Term Loans and Advances

11.1 Loans and Adances to Related Parties (Refer No te 9.4 below)

Unsecured, considered good 0 120583

11.2 Others

Unsecured, considered good

Deposits 1105055 1175147

Balances with Customs & Port Authorities 585572 294888

Others 449917 2140544 1485910 2955945

11.3 Total of Short Term Loans and Advances 2140544 3076528

11.4 Details of Related Parties

Particulars

Due from a Subsidiary company viz. Peirce Leslie Agencies Limited 0 120583

0 120583

87

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement

Rs. Year ended 31 Mar 2013

Rs. Year ended 31 Mar 2012

12 Other Income

Interest Income

63799 205593

Rent 3724106 3207844

Profit on sale of Fixed Assets 0 101240

Provision no longer required written back 0 26889

Dividend from Subsidiary 0 0

Miscellaneous Income 55854 216376

Total Other Income 3843759 3757942

13 Employee Benefits

Salaries and Wages, 5051370 5439120

Contribution to Provident and other funds, 583134 313920

Staff welfare expenses 197457 196019

Less: Amount recovered from Subsidiary Companies (400685) (3345696)

Total Employee Benefits 5431276 2603363

14 Finance

Costs

Interest on Term Loan 0 377230

Interest on Inter Corporate Deposit 453712 337814

Interest on Overdraft Account 300351 309842

Other borrowing costs 70056 65535

Others 0 2290

Net gain / loss on foreign currency transactions and translation

0 0

Total Finance Costs 824119 1092711

88

Peirce Leslie India Limited

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended 31 Mar 2013

Year ended 31 Mar 2012

15 Other Expenses

Power and fuel. 136979 126295

Rent 459860 420215

Repairs & maintenance - Buildings

Materials 317825 55732

Labour 507818 115842

Tower House 0 166500

Repairs & maintenance - Others

Office Equipments 202683 98127

Car 80464 34664

Office 302262 301298

Insurance 114915 151435

Rates and taxes 203750 139274

Travelling and conveyance 1041851 925818

Professional charges 171464 324012

Printing & stationery 134691 153827

Postage & telephones 239576 244058

Advertisement 24795 27265

Bad debts written off 452928 453803

Directors' sitting fees 440000 145000

Auditors' remuneration (See note no. 15.1 below) 241386 203520

Pension payments 299254 313484

Bank charges 38848 59583

Miscellaneous expenses 1379516 348794

Meeting & Conference expenses 74549 103228

Warehouse management expenses 212880 182852

Discarded Assets 1300 0

Less: Amount recovered from Subsidiary companies (719315) (734304)

Total Other Expenses 6,360,279

4,360,322

15.1 Audit Fee 168708 168090

Tax Audit Fee 60000 30000

Reimbursement of expenses 12678 5430

241386 203520

89

NOTES TO FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH 2013

I) Significant Accounting Policies

(i) (a) Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention based on the accrual method and in

accordance with Generally Accepted Accounting Principles in India (Indian GAAP). The said financial statements comply with

the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting Standards notified by the

Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b) Use of Estimates

The preparation of financial statements requires estimates and assumptions to be made that affect the reported amount of

assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the

accounting period. Difference between the actual results and estimates are recognised in which the results are known

/ materialized.

(ii) Balance Sheet

Fixed Assets :

a) Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were

revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the

period ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their

principal value while hire charges are charged to revenue.

Impairment of Assets :

b) At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there

in any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the

asset is estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely

impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole,

and the impairment loss is recognised

Borrowing Costs :

c) Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic

benefits. Other borrowing costs are expensed

Investments :

d) Long Term Investments are stated at cost and provision for diminution in value is made, if the diminution in value is other than

temporary in nature.

Inventories :

e) Inventories are valued at lower of cost and net realisable value. Raw materials, Stores & Spare Parts and

General Merchandise are valued at cost arrived at on the basis of FIFO method.

iii) Profit and Loss Account:

a) Revenue Recognition :

Income from rendering of services in recognised on completion of the jobs. Income from investments is accounted when

right to receive is established.

b) Employees Benefits :

Defined Contribution Plan :

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

90

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected

Unit Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation

of India and the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial

basis is provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company's policy / scheme

are recognised as expense based on expected obligation on undiscounted basis

c) Depreciation :

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the

Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets

Revaluation Reserve.

d) Foreign Currency Transactions :

Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary

Assets & Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit

or loss is recognised in the Profit & Loss account.

e) Accounting for Taxes on Income:

Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax.

Deferred Tax is not recognised as a matter of prudence policy.

f) Provisions, Contingent Liabilities and Contingent Assets :

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized

but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

II) Notes on Accounts :

31.03.13 31.03.12

Amount in Rupees

16) Contingent Liabilities :

i) Outstanding Guarantees 185,000 115,000

ii) Cumulative preference dividend for the years 2006-07, 2007-08, 2008-09, 2009-10, 2010-11, 2011-12 & 2012-13

9,329,544 7,780,984

17) Loans & Advances include due from subsidiaries of the Company :

(i) Peirce Leslie Agencies Limited Nil 102,262

Maximum amount due at any time during the year 613,505

1,024,353

(ii) travel.co.in Limited Nil Nil

Maximum amount due at any time during the year 12,921

3,210

(iii) PL Shipping & Logistics India Limited Nil Nil

Maximum amount due at any time during the year 2,285

Nil

(iv) Peirce Leslie Surveyors & Assessors Limited Nil Nil

Maximum amount due at any time during the year 3,033,720

271,202

Contingent liability amounting to Rs. 1,15,000/- is towards Bank Guarantee issued by SBI, Overseas Bank, Kochi to Commissioner of Customs, Cochin , The Port Officer, Mangalore and Commissioner of Customs, Cochin for port clearance, Customs Clearance etc against margin money deposit made by the

company.

91

18) There are no dues to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006, which are outstanding for more than 45 days

at the Balance sheet date which is on the basis of such parties having been identified by the Management and relied upon by the auditors

19) 31.03.13 31.03.12

a. The details of actuarial valuation in respect of Gratuity liability as at 31st March 2013 are given below : Amount in Rupees

i) Projected benefit obligation as at beginning of the year 2774715 1581897

Service Cost 396126 105010

Interest Cost 221977 132552

Actuarial (Gains) / Losses -548210 -121004

Benefits Paid 0 0

Projected benefit obligation as at end of the year 2844608 1698455

ii) Amount recognised in the Balance Sheet :

Projected benefit obligation at the end of the year 2388707 -1698455

Fair value of the plan assets at the end of the year 2844608 1684761

(Liability) / Asset recognised in the Balance Sheet -455901 -13694

iii) Cost of the defined plan for the year :

Current service cost 396126 105010

Interest on obligation 221977 132552

Expected return on plan assets -170753 -120783

Net actuarial (gains) / losses recognised in the year -548210 -100198

Net cost recognised in the Profit and Loss account* -100860 16581

iv) Assumptions :

Discount rate 8.00% 8.00%

Expected rate of return 8.00% 8.00%

Estimates of future salary increase take account of inflation, seniority, promotion and other relevant factors, such as supply and

demand in the employment market

b. Details of the key actuarial assumptions used in the determination of Long term 31.03.13 31.03.12

compensated absences are as under :

Amount in Rupees

i) Projected benefit obligation as at beginning of the year 595971 507535

Service Cost 10,394

38,762

Interest Cost 47,678

40,603

Actuarial Losses / (Gains) (270,313)

5,888

Benefits Paid -

-

Projected benefit obligation as at the end of the year 383,730

592,788

ii) Amount recognised in the Balance Sheet :

Projected benefit obligation at the end of the year 383,730

592,788

Fair value of the plan assets at the end of the year 11,424

10,481

Actual return on plan assets 1,028

-

(Liability) / Asset recognized in the Balance Sheet (371,278)

(582,307)

iii) Cost of the defined plan for the year :

Current service cost 10,394

38,762

92

Interest on obligation 47,678

40,603

Expected return on plan assets (1,028)

(838)

Net actuarial (gains) / losses recognised in the year (270,313)

6,726

Net cost recognised in the Profit and Loss account (213,269)

85,253

iv) Assumptions :

Discount rate 8.00% 8.00%

Estimates of future salary increase take account of inflation, seniority, promotion and other relevant factors, 8.00% 8.00%

such as supply and demand in the employment market

31.03.13 31.03.12

Amount in Rupees

20) Depreciation for the year 2,780,603

2,898,716

Less: adjusted against Revaluation Reserve (*) 96,033

101,088

2,684,570

2,797,628

(*) Represents depreciation on the value of the Buildings enhanced on revaluation of such asset, which has

been adjusted against Fixed Assets Revaluation Reserve.

21) The Company has created charge on its office premises at Chennai as collateral security to the bank for the Working

Capital facility sanctioned by the bank to PL Worldways Limited. The yearly consideration received against this facility

is disclosed as commission income. The Company has satisfied its charge fully on 07th February 2013.

22) Interest & Finance Charges

Term Loan -

377,230

Others 824,119

715,481

Total 824,119

1,092,711

Less : Amount Capitalized -

-

824,119

1,092,711

23) Repairs to Buildings & Movable Assets include:

Buildings 493932 208,632

Other Assets 907655 563,531

24) Minimum Remuneration to the Managing Director (included under appropriate heads):

Salary and allowances 1,233,600

1,113,600

Contribution to Gratuity Provident and Superannuation Nil Nil

Contribution to Provident 122,400

108,000

Money Value of perquisites 480,540

472,452

1,836,540

1,694,052

Minimum remuneration in accordance with the ceiling limit as laid down under Schedule XIII of the Company's act 1956

as approved by the share holders in the Annual General Meeting held on 24th September 2010

Audit Fees 100,000

100,000

Certification of statements 98,708

98,090

Out of pocket expenses 12,678

6,544

93

211,386

204,634

26) Retainer fees paid to a firm in which a Director of the Company is a partner Nil Nil

27) Notes relating to Leases

31.03.13 31.03.12

The Company has acquired vehicles under finance lease with respective asset as security Amount in Rupees

i) Cost Of Assets

1,880,364 1,880,364

ii) Net Carried amount as on 31.03.13 (WDV)

1,034,600

1,423,839

iii) Reconciliation between total minimum lease payments and their present

value

Total minimum lease payments as on 31.03.2013

612,471 821,944

Less : Future Liability on interest account

99,682

169,740

Present value of lease payments as on 31.03.2013 512,789

652,204

iv) Year wise future minimum lease rental payments :

Total Minimum Lease payment as on Present value of Lease payment as on

31.03.13 31.03.12 31.03.13 31.03.12

Not later than one year 209,472 209,472 156,696 139,416

Later than one year and not later than five years 402,999 612,472 356,093 512,788

Later than five years - -

-

-

612,471 821,944 512,789 652,204

28)

EARNINGS PER SHARE:

31.03.13 31.03.12

1 Net Profit / (Loss) after tax 141,770

(2,557,622)

Less : Cumulative Preference dividend including Corporate tax thereon 1,811,738 1,811,738

(1,669,968) (4,369,360)

2 Weighted Average number of equity shares for the purpose of calculating earnings per share 2,736,000 2,736,000

3 Basic & Diluted earnings per share (0.61)

(1.60)

29) The net deferred tax asset arising on account of unabsorbed depreciation/business loss relating to earlier years has not been recognized in the books as a matter of prudent policy.

30) RELATED PARTY DISCLOSURE FOR THE YEAR ENDED 31-03-2013:-

A Names of Related Parties & Nature of Related Parties relationship:

Name of the Company 31.03.13 31.03.12

Newbridge Capital Private Limited

Holding Company Holding Company

PL Agro Technologies Limited Subsidiary Company Subsidiary Company

Peirce Leslie Surveyors & Assessors Limited

Subsidiary Company Subsidiary Company

Peirce Leslie Agencies Limited Subsidiary Company Subsidiary Company

travel.co.in Limited Subsidiary Company Subsidiary Company

Leslie Agrochem Private Limited Associate Company Associate Company

Key Managerial Personnel Mr. V. Sudhakar Mr. V. Sudhakar

94

B Nature of transactions during the year 2012-13: Amount in Rupees

31.03.13 31.03.12

Nature of Transaction Subsidiary Under the same management

Key Management Personnel

Subsidiary Under the same management

Key Management

Personnel

1 Rent Receipt

Peirce Leslie Agencies Limited 270,000 Niil Nil 72,000 Nil Nil

Peirce Leslie Surveyors & Assessors Limited

180,000

Nil

Nil

72,000

Nil

Nil

PL Agro Technologies Limited 30,000

2 Dividend Receipt

Peirce Leslie Agencies Limited Nil Nil Nil Nil Nil Nil

3 Reimbursement of expenses

Peirce Leslie Surveyors & Assessors Limited

5,400,000

Nil

Nil

2,400,000

Nil

Nil

Peirce Leslie Agencies Limited 990,000 Nil Nil 1,080,000 Nil Nil

PL Agro Technologies Limited 970,000

Nil

Nil

600,000

Nil

Nil

4 Outstanding

Due From

Peirce Leslie Agencies Limited Nil Nil Nil 102,262

Nil

Nil

Peirce Leslie Surveyors & Assessors Limited

Nil Nil Nil Nil Nil Nil

5 Due To

Peirce Leslie Agencies Limited Nil Nil Nil Nil Nil Nil

Leslie Agrochem Private Limited Nil 4,000,000 Nil Nil 4,000,000 Nil

Newbridge Capital Private Limited-Holding Company

Nil 5,00,000 Nil Nil - Nil

6 Remuneration Nil Nil 1,836,540

Nil Nil 1,694,052

31) Figures relating to the previous year have been regrouped to conform to the classification for this year

For and on behalf of the board of directors of Peirce Leslie India Limited

V SUDHAKAR V VENUGOPAL V MOHAN CHANDRAN RADHA BALAKRISHNAN ROBERT RAJA

Managing Director Chairman Directors

As per our report of even date

For VARMA & VARMA

Chartered Accountants

FRN 04532S

V. SANKARAN Company Secretary

K.M. SUKUMARAN

Partner

Membership No.15707

Chennai 600 008

30th May 2013

95

3.BALANCE SHEET AND PROFIT AND LOSS ACCOUNT FOR SUBSIDIARIES OF THE COMPANY AS ON MARCH 31, 2012

PEIRCE LESLIE AGENCIES LIMITED BALANCE SHEET AS AT 31st March 2012

As at As at NOTES 31/03/2012 31/03/2011

EQUITY AND LIABILITIES Rs. Rs. Shareholders' funds Share Capital 1 10000000.00 10000000.00 Reserves & Surplus 2 1701261.00 2815164.00 11701261.00 12815164.00 Non-current liabilities Other long-term borrowings 3 2015061.00 0.00 Long-term provisions 243292.00 2590000.00 2258353.00 2590000.00 Current liabilities Trade payable 4 6550375.00 5524190.00 Other current liabilities 5 1213290.00 1979149.00 7763665.00 7503339.00

TOTAL 21723279.00 22908503.00

ASSETS Non-current assets Fixed assets 6 2213328.00 778209.00 Deferred tax assets 7 749097.00 1388350.00 Advance for income tax 8 1046562.00 4776010.00 Advance for fringe benefit tax 0.00 31925.00 Trade receivable more than 180 days 0.00 416045.00 4008987.00 7390539.00 Current assets Current Investments 9 153165.00 0.00 Trade receivables less than 180 days 10 13276512.00 10170955.00 Cash and bank balances 11 3211445.00 1468561.00 Short-term loans & advances 12 897058.00 1707683.00 Other current assets 12 176112.00 2170765.00 17714292.00 15517964.00

TOTAL 21723279.00 22908503.00 The accompanying notes are an integral part of the financial statements. As per our report of even date For JAGANNATHAN & SARABESWARAN,

For and on behalf of the board of Directors of PEIRCE LESLIE AGENCIES LIMITED

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN CHAIRMAN EXECUTIVE DIRECTOR

Partner M. No. 007415 FRN 001204S DIRECTORS Place: Chennai Dated :24th May 2012

96

PEIRCE LESLIE AGENCIES LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2012 NOTES 31.03.2012 31.03.2011

Rs. Rs. INCOME Income from Operations net of handling expenses 13 13,153,249.00 15,610,481.00 Other Income 14 1,370,856.00 213,485.00

Total revenue 14,524,105.00 15,823,966.00

EXPENSES Employee benefits expense 15 7,200,608.00 6,797,073.00

Other expenses 16 6,646,922.00 5,485,417.00

13,847,530.00 12,282,490.00

Earnings before interest,tax,depreciation and 676,575.00 3,541,476.00 amortization (EBITDA) Depreciation 17 597,996.00 260,299.00

Finance cost 18 233,390.00 90,231.00

PROFIT/(LOSS) BEFORE TAX (154,811.00) 3,190,946.00

Less : Income tax 0.00 1,040,000.00 : Income tax for earlier years 111,058.00 0.00 : Prov. for Gratuity earlier years 208,781.00 0.00 : Defferred Tax (Net) 639,253.00 666,644.00

PROFIT /( LOSS) AFTER TAX (1,113,903.00) 1,484,302.00 APPROPRIATIONS Provision for interim dividend 0.00 1,000,000.00 Provision for tax on Interim dividend 0.00 166,088.00

PROFIT /( LOSS) FOR THE YEAR (1,113,903.00) 318,214.00

Earnings per Share 19

This is the Profit & Loss Account referred to in our report of even date For JAGANNATHAN & SARABESWARAN, for and on behalf of board of directors of CHARTERED ACCOUNTANTS PEIRCE LESLIE AGENCIES LIMITED

S. BALASUBRAMANIAN Partner M. No. 007415 EXE. DIRECTOR CHAIRMAN FRN 001204S Place: Chennai Dated : 24th May 2012 DIRECTORS

97

PEIRCE LESLIE SURVEYORS & ASSESSORS LIMITED

BALANCE SHEET AS AT 31st March 2012 NOTES As at As at 31/03/2012 31/03/2011

EQUITY AND LIABILITIES Rs. Rs.

Shareholders' funds Share Capital 1 2500000.00 2500000.00 Reserves & Surplus 2 6338518.00 4520556.00

8838518.00 7020556.00 Non-current liabilities Other long-term borrowings 3 680000.00 108300.00 Long-term provisions 4 1511584.00 550086.00 2191584.00 658386.00 Current liabilities Trade payable 5 216559.00 136534.00 Other current liabilities 852842.00 615470.00

1069401.00 752004.00

TOTAL 12099503.00 8430946.00

ASSETS Non-current assets Fixed assets 6 1282485.00 448555.00 Deferred tax assets 7 20014.00 19728.00 Advance for income tax 8 1681824.00 1374068.00 Advance for fringe benefit tax 0.00 14842.00 Trade receivable more than 180 days 0.00 287405.00

2984323.00 2144598.00 Current assets Current Investments 9 2514457.00 1572040.00 Trade receivables less than 180 days 10 4161812.00 2180646.00 Cash and bank balances 11 2284673.00 2142405.00 Short-term loans & advances 12 154238.00 391257.00 Other current assets 0.00 0.00 9115180.00 6286348.00

TOTAL 12099503.00 8430946.00

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the board of Directors of PEIRCE LESLIE SURVEYORS &

ASSESSORS LIMITED

For JAGANNATHAN & SARABESWARAN, CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN Chairman Executive Director Directors

Partner M. No. 007415

FRN 001204S

98

PEIRCE LESLIE SURVEYORS & ASSESSORS LIMITED

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR END ED 31ST MARCH 2012

NOTES 31.03.2012 31.03.2011

Rs. Rs,

INCOME Income from operations net of handling expenses 13 13,636,401.00 10,785,161.00 Other Income 14 351,130.00 139,523.00

Total revenue 13,987,531.00 10,924,684.00

EXPENSES Employee benefits expense 15 4,422,418.00 3,701,497.00

Other expenses 16 6,583,210.00 5,768,053.00

11,005,628.00 9,469,550.00

Earnings before interest,tax, and depreciation(EBITD) 2,981,903.00 1,455,134.00 Depreciation 17 188,798.00 141,437.00 Finance cost 18 53,429.00 41,833.00

PROFIT BEFORE TAX 2,739,676.00 1,271,864.00

Less : Income tax 922,000.00 430,000.00 Add : Defferred Tax Asset 286.00 5,894.00

PROFIT FOR THE YEAR 1,817,962.00 847,758.00

Earning per share 19

As per our report of even date For and on behalf of the board of Directors of PEIRCE LESLIE SURVEYORS & ASSESSORS LIMITED For JAGANNATHAN & SARABESWARAN, CHARTERED ACCOUNTANTS S. BALASUBRAMANIAN Chairman Executive Director Directors Partner M. No. 007415 FRN 001204S Place: Chennai Dated : 24th May 2012

99

travel.co.in LIMITED

(Formerly known as travel.co.in Private Ltd)

37 Dr P V Cherian Crescent

Egrmore, Chennai 600 008

BALANCE SHEET AS AT 31st MARCH 2012

Notes As at As at

No. 31.03.2012 31.03.2011

EQUITY AND LIABILITIES : Rs. Rs.

SHAREHOLDER'S FUNDS

Share Capital 3 500,000 500,000

Reserves & Surplus 4 28,268 10,764

CURRENT LIABILITIES

Other Current Liabilities 5 3,371 3,371

Short Term Provisions 6 13,016 4,813

544,655 518,948

ASSETS :

CURRENT ASSETS

Cash and Cash Equivalnts 7 388,930 390,054

NON CURRENT ASSETS

Short Term Loan & Advances 8 16,462 8,016

Other Current Assets 9 139,263 120,878

TOTAL 544,655 518,948

DIRECTORS

(M.ILANGUMARAN)

Chartered Accountant

Chennai

18th May 2012

100

travel.co.in LIMITED

(Formerly known as travel.co.in Private Limited)

37 Dr P V Cherian Crescent

Egrmore, Chennai 600 008

STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE Y EAR ENDED 31-03-2012

Continuing Operations Notes As at As at

No. 31.3.2012 31.3.2011

Rs. Rs.

Other Income 10 25,707 15,577

25,707 15,577

Expenses - -

- -

Profit Before Tax 25,707 15,577

Tax Expenses :

Current Tax 8,203 4,813

Profit for the year 17,504 10,764

Earning per equity Share

Basic 0.35 0.22

DIRECTORS

(M.ILANGUMARAN)

Chartered Accountant

Chennai

18th May 2012

101

PL SHIPPING & LOGISTICS INDIA LTD

STATEMENT OF BALANCE SHEET FOR THE YEAR ENDED 31-03-2012

Schedule As at As at

No. 31.03.2012 31.03.2011

EQUITY AND LIABILITIES : Rs. Rs.

1. SHAREHOLDER'S FUNDS :

Share Capital 1 500,000 Nil

2. Non Current Liabilities :

Unsecured Loans 2 Nil Nil

3. CURRENT LIABILITIES :

Other Current Liabilities 3 2,000 Nil

Profit & Loss A/c 4,469 Nil

506,469 Nil

NON-CURRENT ASSETS :

Fixed Assets : Nil Nil

ASSETS :

CURRENT ASSETS :

Cash and Cash Equivalnts 4 456,431 Nil

Short Term Loan & Advances 5 7,389 Nil

Other Current Assets - Pre Operative Expenses 6 42,649 Nil

TOTAL 506,469 Nil

for JAGANNATHAN & ARABESWARAN

CHARTERED ACCOUNTANTS

S. BALASUBRAMANIAN

PARTNER DIRECTORS

M. No.007415

FRN 001204S

Place: Chennai

Dated: 24 /05/2012

102

PL SHIPPING & LOGISTICS INDIA LTD STATEMENT OF PROFIT & LOSS ACCOUNT FOR THE YEAR END ED 31-03-2012

Schedule As at As at

No. 31.3.2012 31.3.2011

Rs. Rs.

Other Income 7 7,389 Nil

A 7,389 Nil

Expenses 8 920 -

B 920 -

Profit Before Tax (A-B) 6,469 Nil

Tax Expenses :

Current Tax 2,000 0

Profit After Tax 4,469 NIL

Profit brought forward from last year Nil -

Balance transferred 4,469 NIL

Earning per equity Share

Basic 0.09 NIL

for JAGANNATHAN & ARABESWARAN

CHARTERED ACOUNTANTS

S. BALASUBRAMANIAN

PARTNER

M. No.007415

FRN 001204S DIRECTORS

Place : Chennai

Dated : 24th May, 2012

103

PL Agro Technologies Limited Balance Sheet as at 31st March 2012

Particulars Note No. As at 31 March, 2012 As at 31 March, 2011 A EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share capital 3 31,568,200 31,568,200 (b) Reserves and surplus 4 46,701,175 42,942,590 (c) Money received against share warrants 78,269,375 74,510,790 2 Share application money pending allotment - - 3 Non-current liabilities

(a) Long-term borrowings 5 1,443,979 893,139

(b) Deferred tax liabilities (net)

(c) Other long-term liabilities -

(d) Long-term provisions 1,443,979 893,139 4 Current liabilities (a) Short-term borrowings 6 3,046,649

s (b) Trade payables 7 28,279,990 18,621,734 (c) Other current liabilities 8 9,730,573 8,475,986 (d) Short-term provisions 9 807,944 3,122,207

41,865,156 30,219,927 TOTAL 121,578,510 105,623,856

B ASSETS 1 Non-current assets

(a) Fixed assets (i) Tangible assets 10.A 18,865,375 16,954,943 (ii) Intangible assets 10.B 178,901 207,805 (iii) Capital work-in-progress (iv) Intangible assets under development (v) Fixed assets held for sale 19,044,276 17,162,748 (b) Non-current investments 11 69,500 69,500 (c) Deferred tax assets (net) 2,446,482 2,773,250 (d) Long-term loans and advances -

(e) Other non-current assets - 2 Current assets

(a) Current investments -

(b) Inventories 12 48,648,835 31,427,152 (c) Trade receivables 13 27,664,014 37,629,829 (d) Cash and cash equivalents 14 17,940,259 11,108,379 (e) Short-term loans and advances 15 5,554,057 5,446,907

(f) Other current assets 16 211,087 6,091 100,018,252 85,618,358 TOTAL 121,578,510 105,623,856 See accompanying notes forming part of the financial statements - - In terms of our report attached.

For Jagannathan and Sarabeswaran For and on behalf of the Board of Directors

Chartered Accountants Chairman Managing Director Director

P.S.Narasimhan

Partner

Place: Chennai Date: 25/05/2012

104

PL Agro Technologies Limited Statement of Profit and Loss for the year ended 31st March 2012

Particulars Note No.

For the year ended

31 March, 2012

For the year ended

31 March, 2011 A Continuing Operations

1 Revenue from operations (gross) 274,824,890 282,175,435 Less: Excise duty 433,597 - Revenue from operations (net) 17 274,391,293 282,175,435

2 Other income 18 3,851,543 3,550,673

3 Total revenue (1+2) 278,242,836 285,726,108

4 Expenses (a) Cost of materials consumed 19 156,476,414 161,867,810 (b) Purchases of stock-in-trade (c)Changes in inventories of finished goods, work-in-progress and stock-in-trade

(d) Employee benefits expense 20 36,573,994 29,588,649 (e) Finance costs 21 946,575 734,562 (f) Depreciation and amortisation expense 10.C 2,669,424 2,301,945 (g) Other expenses 22 76,137,860 73,718,896 Total expenses 272,804,267 268,211,862

5 Profit / (Loss) before exceptional and extraordinary items and tax (3 - 4) 5,438,569 17,514,246

6 Exceptional items

7 Profit / (Loss) before extraordinary items and tax (5 + 6) 5,438,569 17,514,246 8 Extraordinary items

9 Profit / (Loss) before tax (7 + 8) 5,438,569 17,514,246

10 Tax expense:

(a) Current tax expense for current year 1,088,000

3,500,000

(b) (Less): MAT credit (where applicable) (c) Current tax expense relating to prior years 264,320 281,610 (d) Net current tax expense (e) Deferred tax 326,768 1,679,088 3,781,610

11 Profit / (Loss) from continuing operations (9 +10) 3,759,481 13,732,636

B Discontinuing Operations 12 Profit/(Loss) from discontinuing operations - - 13 Profit / (Loss) for the year (11+12) 3,759,481 13,732,636

See accompanying notes forming part of the financial statements

In terms of our report attached. For Jagannathan and Sarabeswaran For and on behalf of the Board of Directors Chartered Accountants P.S.Narasimhan Chairman Managing Director Director Partner Place: Chennai

Date : 25/5/2012

105

4.CONSOLIDATED FINANCIAL STATEMENTS AS ON MARCH 31, 2012

Auditors report to the Board of Directors of Peirce Leslie India Limited on the consolidated Financial Statements of Peirce Leslie India Limited and its subsidiaries We have audited the attached consolidated Balance sheet of Peirce Leslie India Limited and its subsidiaries – PL Agro Technologies Limited, Peirce Leslie Agencies Limited, Peirce Leslie Surveyors & Assessors Limited, travel.co.in Limited and PL Shipping & Logistics India Limited as at March 31, 2012, the consolidated Profit and Loss account and the consolidated Cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of Peirce Leslie India Limited’s management and have been prepared by the Management on the basis of separate financial statements and other financial information regarding subsidiaries. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. These standards requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes, examining on a test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation, We believe that our audit provides a reasonable basis for our opinion.

We did not audit the financial statements of the above subsidiary companies whose financial statement reflect total assets of Rs. 21,32,51,509/- as at March 31, 2012, total revenues of Rs. 31,61,44,613/- and net cah inflow amounting to Rs. 85,30,295/- for the yer then ended. These financial statements and other financial information have been audited by the other auditors whose report has been furnished to us, and our opinion is based solely on the report of the other auditors.

We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard 21 (AS-21) – ‘Consolidated Financial Statements’ notified by the Central Government of India under the Companies ( Accounting Standards) Rules, 2006.

Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the subsidiaries, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financisal statements give at a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of consolidated Balance sheet, of the state of affairs of the group as at March 31, 2012; b) In the case of consolidated Statement of Profit and Loss, of the Profit of the group for the year ended on that date; and c) In the case of the consolidated Cash Flow Statement , of the cash flows of the group for the year ended on that date:

For Varma & Varma

Chartered Accountants FRN: 04532S

K M Sukumaran

Partner M.No. 15707

Place: Chennai Date: 30.05.2012

106

Consolidated Balance Sheet as at 31st March 2012

Particulars Note No 31 Mar 2012 31 Mar 2011 Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2 46,717,000 46,717,000

(b) Reserves and Surplus 3 44,550,993 44,559,713

(2) Share application money pending allotment - -

(3) Non-Current Liabilities 4

(a) Long-term borrowings 4,960,983 5,155,874

(b) Other Long term liabilities - -

(c) Long term provisions 8,626,102 4,273,465

(4) Current Liabilities 5

(a) Short-term borrowings 10,145,883 3,663,682

(b) Trade payables 29,629,200 19,874,666

(c) Other current liabilities 29,428,274 27,623,955

(d) Short-term provisions 997,549 3,307,003

5) Minority Interest 38,195,525 36,361,266

Total 213,251,509 191,536,624

II.Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 6 77,046,246 73,216,451

(ii) Intangible assets 178,901 207,807

(iii) Capital work-in-progress - -

(b) Non-current investments 7 2,737,122 1,641,540

(c) Long term loans and advances 8 24,692 24,692

(d) Deferred tax assets 3,215,593 4,181,328

(2) Current assets

(a) Current investments - -

(b) Inventories 9 48,648,835 31,427,152

(c) Trade receivables 10 46,061,176 52,146,846

(d) Cash and cash equivalents 11 25,208,535 16,678,240

(e) Short-term loans and advances 12 9,948,497 11,891,690

(f) Other current assets 181,912 120,878

Total 213,251,509 191,536,624

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. - - For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR As per our report of even date

For VARMA & VARMA CHARTERED ACCOUNTANTS

V.SANKARAN COMPANY SECRETARY

FRN 04532S

K M SUKUMARAN

Chennai PARTNER 30th May 2012 Membership No. 15707

107

Consolidated Profit and Loss Statement for the year ended 31st March 2012

Rs. Particulars Note No Year ended 31

Mar 2012 Year ended 31

Mar 2011

I. Revenue from operations

Sale of services 302,911,467 310,602,733

Other operating revenues 3,868,579 3,517,385

Total 306,780,046 314,120,118

Total Revenue from Operations 306,780,046 314,120,118

II. Other Income 12 9,364,567 7,293,616

III. Total Revenue (I +II) 316,144,613 321,413,734

IV. Expenses:-

Cost of materials consumed 156,476,414 161,867,810

Employee benefit expense 15 54,354,860 44,943,051

Financial costs 16 2,326,105 1,920,516

Depreciation 6,253,846 5,342,157

Other expenses 17 90,383,538 86,186,883

IV -Total Expenses 309,794,763 300,260,417

V. Profit before extraordinary items and tax (III - IV) 6,349,850 21,153,317

VI. Extraordinary Items

Income tax paid on behalf of erstwhile subsidiary company 1,060,643 - VII. Profit before tax (V - VI) 5,289,207 21,153,317

VIII. Tax expense:

(1) Current tax 2,020,203 4,974,813

(2) Previous year 375,378 804,787

(3) Deferred tax 965,735 660,750

IX. Profit (Loss) for the perid from continuing operations (VII - VIII) 1,927,891 14,712,967

Less: Minority interest 1,834,627 6,701,526

X. Profit for the year before appropriations 93,264 8,011,441

APPROPRIATIONS Income Tax on Dividend - 166,088 Profit for the year 93,264 7,845,353 XI. Earning per equity share:

Basic/Diluted (0.63) 2.27

Summary of significant accounting policies 1 The accompanying notes are an integral part of the financial statements. For and on behalf of the board of directors of Peirce Leslie India Limited

V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR As per our report of even date V.SANKARAN For VARMA & VARMA COMPANY SECRETARY CHARTERED ACCOUNTANTS FRN 04532S Chennai 30th May 2012

K M SUKUMARAN PARTNER

Membership No. 15707

108

PEIRCE LESLIE INDIA LIMITED (Consolidated) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 2012

For the Year ended 31.3.2012

Rs. In Lakhs

For the Year ended 31.3.2011

Rs. In Lakhs A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax 5289207 21153317 Adjustments for :

Depreciation 6253846 5342157 Provisions 1015891 590329 Foreign Exchange Loss 0 0 Bad Debts / Advances written off 2240025 197954 Provision for Doubtful Advances 0 0 Interest Expenses 2326105 1830285 Loss on Sale of Assets 0 11835867 5884 7966609 Interest Income (956925) (279932) Exchange Gain 0 (2115) Power Subsidy (896) (1037) Income from Investments (87073) (135759) Provision no longer required written

back (652527) (1881321)

Profit on sale of Assets (402078) (64327) (2099499) (2364491)

Operating Profit before working capital changes 15025575 26755435

Adjustments for : Trade and Other Receivables 5788838 (27490426) Inventories (17221683) (11432845) (12374724) (39865150) Trade Payables 14355890 14355890 7532120 7532120

Cash generated from operations 17948620 (5577595) Interest paid 0 0 Preliminary Expenses (61034) (10463) Direct Taxes paid (3513181) (3574215) 1443340 1432877

Cash flow before Extraordinary items 14374405 (4144718)

NET CASH FROM OPERATING ACTIVITIES (A) 14374405 (4144718)

B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (10924739) (4547426) Sale of Fixed Assets 1171008 159766 Sale of Investments 0 2532906 Purchase of Investments (1095582) 0 Interest Income 956925 279932 Income from investments 87073 135759 NET CASH FROM INVESTING ACTIVITIES (B) (9805315) (1439063)

C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds/(repayment) from Borrowings 6287310 (755571) Fixed Deposits 0 0 Interest paid (2326105) (1830285) NET CASH FROM FINANCING ACTIVITIES (C) 3961205 (2585856)

109

Net Increase / Decrease in Cash and Cash equivalent (A+B+C) 8530295 (8169637)

Cash and Cash equivalents as at 31.3.2011 (Opening Balance) 16678240 24847877 Cash and Cash equivalents as at 31.3.2012 (Closing Balance) 25208535 16678240

V. SUDHAKAR V. VENUGOPAL MANAGING DIRECTOR DIRECTOR

V. SANKARAN COMPANY SECRETARY For VARMA & VARMA

CHARTERED ACCOUNTANTS FRN 04532S K M SUKUMARAN

Chennai - 600 008 PARTNER 30th May 2012 M.No. 15707

110

Peirce Leslie India Limited – Consolidated

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

2 Shareholder's Funds

Share Capital

2.1 Equity Share Capital

2.1.1 Authorised Equity Share Capital:-

7000000 Shares (7000000 Shares) of Rs.10 each 70000000 70000000

2.1.2 Issued, Subscribed and Fully Paid Up:-

2736000 Shares (2736000 Shares) of Rs.10 each (A) 27360000 27360000

2.1.3 There no Unpaid Calls, Forfieted Shares

2.1.4 Number of Equity Shares outstanding as at the beginning of the period

2736000 2736000

Number of Equity Shares outstanding as at the end of the period 2736000 2736000

Change in the number of Equity Shares Outstanding Nil Nil

2.1.5 Number of Shares held by Holding Company 2079562 2079562

2.1.6 Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 2079562* 76.01* 2079562 76.01 3.1 % Cumulative Redeemable Preference Share Capital

3.1.1 Authorised 8% Cumulative Redeemable Preference Share Capital 30000000 30000000

193570 8%Cumulative Redeemable Preference Shares (193570 Shares) of Rs.100 each

(B) 19357000 19357000

3.1.2 Number of Preference Shares outstanding as at the beginning of the period

193570 193570

Number of Preference Shares outstanding as at the end of the period 193570 193570

Change in the number of Equity Shares Outstanding Nil Nil

3.1.3 Number of Preference Shares held by Holding Company 193570 193570

3.1.4 Preference Shares in the company held by each shareholder holding more than 5 per cent shares

31st March 2012 31st March 2011

Nos. % holding Nos. % holding

Newbridge Capital Private Limited 193570 100.00 193570 100.00 TOTAL SHARE CAPITAL (A + B) 46717000 46717000

4.1 Notes on Share Capital

4.1.1 The Company has not issued any securities convertible into equity/preference shares.

4.1.2 There are no rights, preferences and restrictions attaching to class of shares mentioned above.

4.1.3 2,03,000 Equity Shares allotted as fully paid up pursuant to a contract without payments being received in cash.

4.1.4 2,00,000 Equity Shares allotted as fully paid up by way of Bonus Shares through capitalisation of Reserves.

4.1.5 8% Redeemable Cumulative Preference Shares was issued at par to the Holding Company Newbridge Capital Private Limited on 23rd March 2007. These preference shares are redeemable not later than 10 years. *Folio Nos 6249 and 6251 was inadvertently not added

111

Peirce Leslie India Limited - Consolidated

Notes forming part of Balance Sheet 3 .Reserves and Surplus

3.1 Reserves Rs.

Description Balance Additions

Deductions Balance

as at as at 31 Mar 2011 31 Mar 2012 Capital Redemption Reserve 1500000 0 0 1500000 Power Subsidy 3296 0 896 2400 Restructure Reserve 41083678 0 0 41083678 Securities Premium Account 18240000 0 0 18240000 Revaluation Reserve 18479261 0 101088 18378173 General Reserve 935000 0 0 935000 Total 80,241,235 - 101,984 80,139,251

3.2 Surplus

Opening Surplus i.e., Balance in Statement of Profit and Loss (43526875) (35681522)

Add:-

Profit for the period as per XV of Statement of Profit and Loss

7845353 93264

Transfer to general Reserve 0 0 Closing Surplus i.e., Balance in Statement of Profit and Loss (35,681,522) - - (35,588,258)

3.3 Total Reserves and Surplus 44,559,713 - 101,984 44,550,993

3.4 Power subsidy received by PL Agro Technologies Ltd. Is being recognised as deferred income over the useful life of the asset as per accounting Standard-12.

Consequently, Rs. 896/- ( previous year Rs.1037) has been taken credit for during the year and the balance disclosed under "Power Subsidy"

112

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012

As at 31 Mar 2011

4 Non Current Liabilities

4.1 Long Term Borrowings

4.1.1 Secured

Term Loans from Banks 0 3891199

Other loans and advances * 4960983 1264675

Total Secured Long Term Borrowings 4,960,983 5,155,874

4.1.2 Total Long Term Borrowings 4,960,983

5,155,874 4.1.3 Notes on Long Term Borrowings

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of Title deeds of Land and buildings situated at Fort Kochi, Cochin

There has been no continuing default as on Balance Sheet date in repayment of loans and interest.

4.1.4 * Secured by hypothecation of Cars

4.2 Long Term Provisions

Provision for employee benefits

Provision for Taxation 15380681 17330754

Less: Advance Tax paid 8534723 6,845,958 13821542 3,509,212

Provision for Gratuity 1105574 197917

Provision for Leave Encashment 674570 1,780,144 566336 764,253

8,626,102 4,273,465

Total Non Current Liabilities 13,587,085 9,429,339

113

Peirce Leslie India Limited (Consolidated) Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012

As at 31 Mar 2011

5 Current Liabilities

5.1 Short Term Borrowings

5.1.1 Secured

Loans repayable on demand from banks 6145883 663682

5.1.2 Unsecured

Other Loans and advances 4000000 3000000

Total Short term borrowings 10,145,883 3,663,682

Term loan from Bank is secured by a first charge of book debts and by an Equitable Mortgage by Deposit of Title deeds of Land and buildings situated at Fort Kochi, Cochin

5.2 Trade Payables 29629200 19874666

29,629,200 19,874,666

5.3 Other Current Liabilities

Current maturities of finance leace obligations 0 0 Interest accrued but not due on borrowings 0 0 Other payables 29,428,274 27,623,955 29,428,274 27,623,955 5.4 Short Term Provisions

Provision for employee benefits 772537 627525

Other provisions 225012 2679478

997,549 3,307,003 Total Current Liabilities 70,200,906 54,469,306

114

Peirce Leslie India Limited (Consolidated)

Notes Forming part of Balance Sheet

6 Non - current Assets Rs.

Description Gross Block Depreciation Net Block

As at Additions / Disposals / Acquisitions /

As at As at For the Disposals /

Acquisitions /

As at As at As at

31 Mar 2011

Adjustments Adjustments

Impairments

31 Mar 2012

31 Mar 2011 year Adjustments

Impairments

31 Mar 2012 31 Mar 2012 31 Mar 2011

6.1 Tangible assets

Land * 27088279 0 0 0 27088279 0 0 0 0 0 27088279 27088279

Buildings * 64604680 654538 0 0 65259218 35020369 1948461 0 0 36968830 28290388 29584299

Plant and Equipment 20336981 2553943 3140 0 22887784 11553517 1717126 674 0 13269969 9617815 8783464

Furniture and Fixtures 5686213 1439247 9085 0 7116375 3965757 513477 5940 0 4473294 2643081 1720455

Assets bought under Hire Purchase - Vehicle 6717787 4694753 2779213 0 8633327 4249945 1315276 2174654 0 3390567 5242760 2467841

Vehicles 2587930 1441796 733473 0 3296253 1952483 413852 574713 0 1791622 1504631 635447

Electrical Installation 4061800 140462 0 0 4202262 1125134 417836 0 0 1542970 2659292 2936666

6.2 Total Tangible Assets 131083670 10924739 3524911 0 138483498 57867205 6326028 2755981 0 61437252 77046246 73216451

6.3 Previous year 127151393 4547426 615149 0 131083670 52966059 5414989 513826 0 57867222 73216448 74185346

6.4 Capital Work in Progress ** 0 0

6.5 Total non current assets 77046246 73216451

(Total of 6.2, 6.5 )

Note:-

6.6 * Includes amount added on revaluation in 1988/89 & 1993/94 as under

1988/89 1993/94

Land

Rs.34,40,486 (Rs.34,40,486) Land Rs.1,30,17,015 (Rs.1,30,17,015)

Buildings

Rs.11,65,963 (Rs.12,27,330) Buildings Rs.7,54,709 (Rs.7,94,430)

6.7 ** Depreciation for the year 6354934

Less: Adjusted against Revaluation Reserve 101088

6253846

Description Gross Block Depreciation Net Block

As at Additions / Disposals /

Acquisitions /

As at As at For the Disposals /

Acquisitions / As at As at As at

31 Mar 2011

Adjustments Adjustments

Impairments

31 Mar 2012

31 Mar 2011 year Adjustments

Impairments 31 Mar 2012

31 Mar 2012

31 Mar 2011

6.8 Intangible assets

Licenses and franchise 600000 0 0 0 600000 392193 28906 0 0 421099 178901 207807

6.9 Total Intangible Assets 600000 0 0 0 600000 392193 28906 0 0 421099 178901 207807

6.10 Previous year 600000 0 0 0 600000 358617 33576 0 0 392193 207805 241383

115

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet No. of Rs. No. of Rs.

Shares As at Shares As at

31 Mar 2012 31 Mar 2011

7 Non-Current Investments

7.1 Other Investments (At Cost) Investment in Equity instruments 0 0 Investments in Mutual Funds 202107 2667622 134006 1572040 Starte Bank of Trivancore 70 42000 70 42000 Total Other Investments 2709622 1614040 7.2 In Government Securities 27500 27500 2737122 1641540

Peirce Leslie India Limited (Consolidated) Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012

As at 31 Mar 2011

8 Long Term Loans and advances

Leave Encashment Trust A/c. 8692 8692

Gratuity Trust A/c. 16000 16000

24692 24692

9 Inventories

Raw materials 28,167,742 17,574,991

Finished goods (other than those acquired for trading) 20,221,643 13,612,161

Stores and spares 259,450 240,000

48,648,835 31,427,152

10 Trade Receivables

10.1 Outstanding for a period more than six months from the due date of payment

Secured considered good 0 0

Unsecured considered good 2759368 910849

Unsecured considered doubtful 0 0

Less:- Provison for Doubtful receivables 0 0

10.2 Other Trade Receivables

Secured considered good 0 0

Unsecured considered good 43301808 51235997

Total Trade Receivables 46,061,176 52,146,846

116

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

11 Cash and bank balances

11.1 Cash and Cash equivalents *

Cash on hand* 569161 1364443

11.2 Other Bank balances *

In current account 7040493 11737925

In deposit account 17598881 24639374 3575872 15313797

11.3 Total of Cash and bank balances 25208535 16678240

Peirce Leslie India Limited (Consolidated)

Notes forming part of Balance Sheet Rs. Rs.

As at 31 Mar 2012 As at 31 Mar 2011

12 Short Term Loans and Advances

12.1 Loans and Adances to Related Parties

Unsecured, considered good 0 0

secured, considered good 0 0

12.2 Others

Unsecured, considered good

Deposits 2413215 4424888

Balances with Customs & Port Authorities 294888 447826

Others 7240394 9948497 7018976 11891690

12.3 Total of Short Term Loans and Advances 9948497 11891690

117

PEIRCE LESLIE INDIA LIMITED (Consolidated)

As at As at

Notes forming part of Balance Sheet 31st March 31st March

2012 2011

13. Miscellaneous Expenditure Rs. Rs.

Preliminary Expenditure 50,610 9,985

Pre-operative expenditure

Audit Fee 49,435 36,064

Bank charges & interest 3,400 2,750

Domain name registration / renewal, internet charges, etc. 26,220 26,220

Filing Fees 31,465 30,615

Printing & Stationery 4,154 2,160

Professional Fee 12,659 1,675

Rates & Taxes 1,344

Sundry Expenses 2,625 11,409

181,912 120,878

118

Peirce Leslie India Limited (Consolidated)

Notes forming part of Profit and Loss Statement Rs. Rs.

Year ended 31 Mar 2012

Year ended 31 Mar 2011

14 Other Income

Interest Income 956925 279932

Rent 3207844 3057358

Profit on sale of Fixed Assets 402078 30050

Credit balance no longer required written back 323624 0

IT refund from income tax department 247510 0

Provision no longer required written back 328903 104327

Dividend from others 0 0

Dividend from long term investments 7000 16800

Dividend from Mutual Funds 80073 118959

Miscellaneous Income 3810610 3686190

Total Other Income 9364567 7293616

15 Employee Benefits

Salaries and Wages, 47935787 39575457

Contribution to Provident and other funds, 3486630 2935148

Staff welfare expenses 2932443 2432446

Total Employee Benefits 54354860 44943051

16 Finance Costs

Interest on Term Loan 377230 554477

Interest on Inter Corporate Deposit 337814 330678

Interest on Overdraft Account 1061184 878511

Other borrowing costs 394887 40680

Others

154990 116170

Net gain / loss on foreign currency transactions and translation

0 0

Total Finance Costs 2326105 1920516

119

Peirce Leslie India Limited (Consolidated) Year ended 31 Mar 2012 (Rs.)

Year ended 31 Mar 2011(Rs.)

17 Other Expenses

Power and fuel. 4286568 4882521

Rent 7044318 7850537

Repairs & maintenance - Buildings

Materials 55732 104318

Labour 551307 684406

Tower House 166500 0

Repairs & maintenance - Machinery 1630057 1686420

Repairs & maintenance - Others

Office Equipments 98127 45559

Car 565706 578349

Office 2254813 1671518

Insurance 1025639 795173

Rates and taxes 1024453 1322017

Travelling and conveyance 9345031 7455522

Travelling - Foreign 208484 275267

Professional charges 364785 193960

Freight & forwarding 16829323 15564234

Sales discount 21251995 20959785

Business promition 1872419 328336

Survey expenses & Agency Fee 923493 863359

Legal & professional 514857 455789

Vehicle maintenance 3340974 3379599

Processing charges 4533666 4348189

Service charges 1589210 1643246

Prior period expenses 0 14581

Printing & stationery 1257369 1450999

Postage & telephones 1944810 1928827

Advertisement 53028 67675

Bad debts written off 2240025 197954

Directors' sitting fees 360000 425000

Auditors' remuneration (See note no. 15.1 below) 412640 389327

Pension payments 313484 313111

Bank charges 644311 496357

Miscellaneous expenses 3394334 5544396

Meeting and conference expenses 103228 65684

Warehouse management expenses 182852 204868

Loss on investment 10000000

Less: Transfer from provision 0 10000000 0

Total Other Expenses 90,383,538 86,186,883

17.1 Audit Fee 350665 326238

Tax Audit Fee 56545 56545

Reimbursement of expenses 5430 6544

412640 389327

120

Peirce Leslie India Limited (Consolidated) NOTES ON THE CONSOLIDATED ACCOUNTS FOR THE YEAR END ED 31st MARCH 2012 I) Significant Accounting Policies

(a) Basis of Preparation of Consolidated Statements

The consolidated financial statements of Peirce Leslie India Limited and its subsidiaries have been prepared under the historical cost convention based on the accrual method and in accordance with Generally Accepted Accounting Principles in India (Indian GAAP).

The said financial statements comply with the relevant provisions of the Companies Act,1956 (the Act) and the mandatory Accounting Standards notified by the Central Government of India under Companies (Accounting Standards) Rule, 2006.

(b) Basis of Consolidation

The financial statements are prepared in accordance with the principles and procedures for the preparation and presentation of

consolidated financial statements as laid down under Accounting Standard 21.

Consolidated Financial Statements are prepared using uniform accounting policies.

(c) Use of Estimates

The preparation of consolidated financial statements requires estimates and assumptions to be made that affect the reported

amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the

accounting period. Difference between the actual results and estimates are recognised in which the results are known /

materialized.

(d) Fixed Assets :

Fixed assets other than land and buildings are stated at cost inclusive of appropriate direct expenses. Land and Buildings were

revalued based on the valuation report by an approved valuer during the year ended 31st March 1989 and again during the period

ended 31st December 1994. Assets acquired on hire purchase agreement are capitalized to the extent of their principal value while

hire charges are charged to revenue.

(e) Impairment of Assets :

At each balance sheet date, the carrying value of the tangible & intangible assets are reviewed to determine whether there in any

indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is

estimated in order to determine the extent of the impairment loss (if any). Where there is an indication that there is a likely

impairment loss for a group of assets, the company estimates the recoverable amount of the group of assets as a whole, and the

impairment loss is recognised

(f) Borrowing Costs :

Borrowing costs are capitalized as part of qualifying fixed assets when it is possible that they will result in future economic benefits.

Other borrowing costs are expensed

(g) Investments :

Long Term Investments are stated at cost and provision for diminution in value is made, if the dimunition in value is other than temporary in nature.

(h)Inventories :

Inventories are valued at lower of cost and net realisable value. Raw materials, Stores and Spare parts and General Merchandise

are valued at cost arrived at on the basis of FIFO method.

(i) Revenue Recognition :

121

Sales are stated net of trade discount

Income from rendering of services in recognised on completion of the jobs.

Commission and incentive received from Airlines are accounted as per the agency agreements in force. Shipping Cargo handling

charges, Shipping Management Services, Steamer Agency Services Income are recognised on billing made at rates/amounts

contracted for

Dividend Income from investments is accounted when right to receive is established. Interest income is considered on accrual basis

(j) Employees Benefits :

Defined Contribution Plan :

Fixed contributions to Provident Fund and Family pension fund are charged to Profit & Loss account.

Defined Benefit Plan

The liability for Gratuity to employees as at balance sheet date determined on the basis of actuarial valuation using Projected Unit

Credit method is funded with a Gratuity Fund administered by the trustees and managed by Life Insurance Corporation of India and

the contribution thereof paid / payable is absorbed in the accounts.

Liability for Long term compensation absences to eligible employees as at Balance Sheet date determined on actuarial basis is

provided for in the accounts.

Short Term Employee Benefits

Short term employee benefits including accumulated compensated absences determined as per Company’s policy / scheme are

recognised as expense based on expected obligation on undiscounted basis

(k) Depreciation :

Depreciation is computed on Written Down value method at the rates and in the manner specified in Schedule XIV of the

Companies Act, 1956.

Depreciation on the value of the buildings enhanced on revaluation has been adjusted against Fixed Assets Revaluation Reserve.

Intangibles: Licences obtained has been accounted under Fixed Assets and Depreciation provided for at 13.91%

(l)Foreign Currency Transactions : Foreign Currency transactions are recorded at the exchange rates prevailing on the date of transaction. Monetary Assets and Liabilities outstanding at the year end are translated at the rate of exchange prevailing at the year end and the profit or loss arising on such transaction is recognised in the Profit & Loss account. (m) Accounting for Taxes on Income: Current tax is determined in accordance with Income Tax Act 1961 on the income for the year chargeable to tax. Deferred Tax is recognised on all timing differences subject to the consideration of prudence. (n) Provisions, Contingent Liabilities and Contingent Assets : Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements. (o) Segment Reporting: The accounting policies adopted for segment reporting are in line with the accounting policy of the company with the following additional policy.

122

Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under “ Unallocated Corporate expenses”. There are no inter – segment revenues and therefore their basis of measurement does not arise. 18) Notes on Accounts :

a) Information on consolidated financial statements of Peirce Leslie India Ltd as per Accounting Standard 21.

List of subsidiaries included in the consolidated financial statements :

Name of the Subsidiary Share in Ownership and Voting Power (31.03.2012)

Share in Ownership and Voting Power (31.03.2011)

PL Agro Technologies Limited 51.20% 51.20%

Peirce Leslie Agencies Limited 100% 100%

Pei Peirce Leslie Surveyors & Assessors Limited

100% 100%

Trav travel.co.in Limited (Erstwhile travel.co.in Pvt.Ltd)

100% 100%

PL S PL Shipping & Logistics India Limited

99.99% —

The above companies are incorporated in India. Consolidation is based on the audited financials of the subsidiaries as on 31.03.2012.

31.03.2012 31.03.2011 Amount in Rupees

b) Estimated amount of capital contracts remaining To be executed and not provided for Nil Nil

c) Contingent Liabilities:

i) Outstanding Guarantees 1,15,000 1,15,000 ii) Letters of Credit - 10,00,000 iii) Bills Discounted outstanding - - iv) Cumulative preference dividend for the years

2006-07, 2007-08, 2008-09, 2009-10, 2010-11 2011-12 77,80,984 62,32,240

d) No provision is required to be made for the disputed income tax demand which is under appeal proceeding since the

company has been advised that there are reasonable chances of successful outcome of the appeals

31.03.2012 31.03.2011 Amount in Rupees

e) Depreciation for the year 63,54,934 54,48,565 Less adjusted against Revaluation Reserve(*) 1,01,088 1,06,408 --------------- -------------- 62,53,846 53,42,157 --------------- --------------

(*) Represents depreciation on the value of the Building enhanced on revaluation of such asset, which has been adjusted against Fixed Assets Revaluation Reserve.

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f) Being a Small Scale Industry and not being company manufacturing items listed in first Schedule of Industrial

Development & Regulation Act, 1951, the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the company and hence no reference has been made to BIFR.

g) The Holding Company Peirce Leslie India Limited has created charge on its office premises at Chennai as Collateral

security to the bank for the Working Capital facility sanctioned by the bank to PL Worldways Ltd. The yearly consideration received against this facility is disclosed as commission income

h) Deferred Tax: 31.03.2012 31.03.2011

Deferred Tax Assets – Unabsorbed Depreciation Relating to three subsidiaries 32,15,593 34,57,425 Unabsorbed Loss relating to one subsidiary - 7,23,900 ---------------- --------------- 32,15,593 41,81,325 --------------- --------------- The unabsorbed depreciation/business loss of Peirce Leslie India Limited (Holding Company) relating to earlier years have given raise to net deferred tax asset for the year. However, as a prudent policy of the company the said net deferred tax asset has not been recognized in the accounts.

i) SEGMENTAL REPORTING

Primary Segment Information Particulars Agro Products Clearing & Forwarding Survey Total 2011-12 2010-11 2011-12 2010-11 2011-12 2010-11 1.Revenue External Sales 27,82,42,836 26,12,15,650 2,85,11,636 2,53,53,608 30,67,54,472 28,65,69,258 2.Results Segment Result 63,85,144 1,82,48,808 28,71,684 45,94,874 92,56,828 2,28,43,682 Unallocated Corporate Expenses

(1,10,31,657)

(15,07,040)

Interest Expenses -Unallocated

(23,26,105) (19,20,516)

Interest & Dividend Income 93,90,141 4,15,691 Tax expenses (33,61,316) (51,18,850) Minority Interest (18,34,627) (67,01,526) Profit/(Loss) from ordinary activities 93,264 80,11,441 3.Other Information Segment Assets 11,63,72,660 10,38,34,925 3,03,25,285 2,95,01,371 14,66,97,945 13,33,36,296 Unallocated Corporate Assets

6,33,37,971 5,28,87,578

Total Assets 21,00,35,916 18,60,23,874 Segment Liabilities 4,33,09,135 80,24,346 1,04,34,034 11,07,37,729 5,37,43,169 11,87,62,075 Unallocated Corporate Liabilities

3,00,44,822

(5,60,73,975)

Total Liabilities 8,37,87,991 6,26,88,100 Capital Expenditure 46,06,333 29,41,020 36,10,615 2,05,042 Depreciation 26,69,424 23,01,945 7,86,794 4,01,736 Non Cash Expenses other Than depreciation

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Notes to Segment Reporting

j) Business segments i) The Company has considered business segment as the primary segment for disclosure. The business segments are: Agro

Products and Clearing & Forwarding, Survey The above segments have been identified taking into account the organization structure as well as the differing risks and returns of these segments.

ii) Segment assets includes all operating assets used by respective segment and consists principally of operating cash,

debtors, inventories and fixed assets net of allowances and provisions. Segment Liabilities include all operating liabilities and consist primarily of creditors and accrued liabilities. Segment assets and Liabilities do not include income tax assets liabilities.

k) RELATED PARTY DISCLOSURE FOR THE YEAR ENDED 31.03.2012: A Names of Related Parties & Nature of Related Parties relationship: Name of the Company 31.03.12 31.03.11 Newbridge Capital Private Limited Holding Company Holding Company Key Managerial Personnel Mr.V.Sudhakar Mr.V.Sudhakar Leslie Agrochem Private Limited Associate Company Associate Company Key Managerial Personnel Mr.V.Venugopal Mr.V.Venugopal

B Nature of transactions during the year 2011-12:

31.03.12 31.03.11 Nature of Transaction Under the same

management Key Management Personnel

Under the same management

Key Management Personnel

Remuneration paid to Managing Director Mr.V.Sudhakar

-

16,94,052

-

15,52,918

l) EARNING PER SHARE

Particulars 31.03.12 31.03.11 1. Net Profit after tax 93,264 80,11,441

Less: Cumulative Preference dividend including Corporate tax thereon 18,11,738

18,11,738

Net Profit after adjustments (17,18,474) 61,99,703 2. Basic number of equity shares outstanding during the year 27,36,000 27,36,000 3. Basic & Diluted earnings per share -0.63 2.27

m) Notes relating to Leases

31.03.2012 31.03.2011 Amount in Rupees

The Company has acquired vehicles under finance lease With respective assets as security i) Cost of Assets 71,12,593 46,91,099 ii) Net Carried amount as on 31.03.12 (WDV) 66,66,599 22,54,164

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iii) Reconciliation between total minimum lease Payments and their present value Total minimum lease payments as on 31.03.2012 53,00,523 11,56,499 Less: Future Liability on interest account 10,60,851 3,01,652 Present value of lease payments as on 31.03.2012 42,39,672 8,54,847

iv) Year wise future minimum lease rental payments:

Total Minimum Lease payment as on Present value of Lease payment as on 31.03.12 31.03.11 31.03.12 31.03.11 Not later than one year

17,87,597

6,54,036

11,52,800

4,27,495

Later than one year and not later than five years

35,12,926

5,28,763

30,86,872

4,27,352

Later than five years - - - - 53,00,523 11,82,799 42,39,672 8,54,847

n) Preliminary & Pre-operative expenses represent expenses incurred by the subsidiary companies travel.co.in.Limited and PL Shipping & Logistics India Ltd. Which have not commenced commercial operations till 31st March 2012. The amount to be capitalized or charged to revenue will be determined in the year when commercial operation begins.

o) Figures relating to the previous year have been regrouped to confirm to the classification for this year.

For and on behalf of the Board of Directors of For VARMA & VARMA Peirce Leslie India Ltd CHARTERED ACCOUNTANTS FRN 04532S K.M.Sukumaran V.Sudhakar V.Venugopal Partner Managing Director Director Chennai 30th May 2012 V.Sankaran Company Secretary

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5.ACCOUNTING RATIOS AND CAPITALISATION STATEMENT 16th August 2013 The Board of Directors Peirce Leslie India Limited Chennai 600 008 Dear Sirs, 1. As requested by you, we have examined the financial information set out in Statement of Accounting Ratios (Annexure A) and Capitalisation Statement (Annexure B) prepared by the Company based on the audited financial statements of the Company for the 6 months ended March 31, 2013, year ended March 31, 2012 & year ended March 31, 2011 and signed by us for identification. We understand that this certificate is required pursuant to Securities and Exchange Board of India (SEBI) Guidelines in connection with the filing of a Draft Letter of Offer (DLOF) with SEBI pursuant to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (“SEBI Guidelines”) and the financial information set out in Annexure A and B would be included in the DLOF to be filed with SEBI. 2. In this connection, we have: (a) Read the definitions of key ratios included in the Statement of Accounting Ratios set out in Annexure A and agreed the financial information used in computation of the ratios with the audited financial statements for the year ended March 31, 2013, year ended March 31, 2012 & year ended March 31, 2011. (b) Agreed the mathematical accuracy of and recomputed, where required, the amounts and ratios thereon in respect of the financial information in Annexure A. (c) Read the Capitalization Statement set out in Annexure B on the basis that all shareholders subscribe to the rights issue. (d) Agreed the mathematical accuracy of and recomputed, where required, the amounts thereon based on the data in the audited financial statements and the DLOF in respect of the financial information in Annexure B. 3. The accompanying Annexures A and B are the responsibility of the Company’s management. Our responsibility is to perform the procedures enumerated in paragraph 2 above on the particulars given in Annexures A and B and state our findings. Our procedures have been performed in accordance with the Guidance Note on Audit Reports and Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (“ICAI”). The procedures referred to in paragraph 2 above include examining evidence supporting the particulars in the Statement on a test basis. Further, our scope of work did not involve us performing audit tests for the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the Company taken as a whole. We have not performed an audit, the objective of which would be the expression of an opinion on the financial statements, specified elements, accounts or items thereof, for the purpose of this certificate. Accordingly, we do not express such opinion. This certificate does not amount to a reissuance of our audit opinion on the financial statements for the year ended March 31, 2013, year ended March 31, 2012 & year ended March 31, 2011 or any components thereof. 4. Based on the procedures performed above and information and explanations provided to us by the Company, we confirm that the information mentioned in Annexure A and Annexure B are in accordance with the SEBI Guidelines in connection with issue of shares on rights basis. 5. We make no representations regarding compliance with Companies Act, 1956 or any other statutory requirements, other than those relating to the SEBI Guidelines in connection with issue of shares on rights basis. 6. This report is intended solely for your information and for inclusion in the DLOF in connection with the proposed rights issue of shares of Peirce Leslie India Limited, and is not to be used, referred to or distributed for any other purpose without our prior written consent. 7. We have no responsibility to update this certificate for events and circumstances occurring after the date of this certificate. forVarma & Varma Chartered Accountants Firm registration no: 04532S K M Sukumaran Partner Membership No. 15707

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STATEMENT OF ACCOUNTING RATIOS

Annexure A

PARTICULARS Financial Year

2011/12 Financial

Year 2010/11

Year ended 31/03/2013

Earnings Per Share ( Basic and Diluted) (0.61)

(1.60) (0.41)

Return on Net worth (1.42)

(4.22) (0.31)

Net Asset Value Per Share 0.43

0.38 1.31

The ratio has been computed as below; Earnings per share basic in RS Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Weighted average number of Equity Shares outstanding during the year Earnings Per Share ( Diluted) ( Rs)

Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Weighted average number of Equity Shares including dilutive potential equtiy shares

outstanding during the year Return on Networth in RS Net Profit attributable to Equity Shareholders ( excluding extraordinary items, if any)

Networth at the end of the year (excluding revaluation reserves) Net asset value per share in Rs Networth at the end of the year ( Excluding revaluation reserves)

Number of Equity Shares outstanding at the end of the year Net Profit attributable to Equity Shareholders

Profit after tax (-) Dividend attributable to preference shareholders

Networth

Equity Share Capital (+) Reserves and Surples (excluding revaluation reserves)

(-) Misc Expenditure not written off

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PARTICULARS

Financial year

2012/13

Financial Year

2011/12 Financial Year

2010/11

Net Profit attributable to Equity Shareholders 1.42 (25.58) 7.03

( excluding extraordinary items, if any) - Rs. In Lakhs

Less: Dividend on Preference Shares 18.12 18.12 18.12

(16.70) (43.70) (11.09)

Weighted average number of Equity Shares 2736000 2,736,000 2,736,000

outstanding during the year

Weighted average number of Equity Shares including dilutive 2736000 2,736,000 2,736,000

potential equity shares outstanding during the year

Networth at the end of the year (excluding revaluation reserves)

Rs. In lakhs

Equity Share Capital 273.60 273.60 273.60

Capital Redemption Reserve 15.00 15.00 15.00

Securities Premium Account 182.40 182.40 182.40

Debit Blance of Profit & Loss account (459.22) (460.64) (435.06)

11.78 10.36 35.94

Networth at the end of the year (including revaluation reserves)

Rs. In lakhs

Equity Share Capital 273.60 273.60 273.60

Capital Redemption Reserve 15.00 15.00 15.00

Securities Premium Account 182.40 182.40 182.40

Revaluation reserve 182.82 183.78 184.79

Debit Blance of Profit & Loss account (459.22) (460.64) (435.06)

194.60 194.14 220.73

Number of Equity Shares outstanding at the end of the year 2736000 2736000 2736000

(2) Profit after tax as appearing in audited financial statements for the year ended 31.03.2013,year ended March 31, 2012

and March 31, 2011 has been considered for the purpose of computing the above ratios.

(3) Earnings per share calculations are done in accordance with Accounding Standard 20 " Earnings Per Share" issued by

the National Advisory Committee on Accounting Standards (NACAS)

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CAPITALISATION STATEMENT

Annexure B

(Rs. In lakhs)

PARTICULARS Ref Pre-issue as at

Post – issue (Assuming all non promoter shareholders subscribe for rights issue)

Mar 31, 2013

Short Tem Debt A 48.35 63.00

Long Term Debt B

6.12 4.93

Total Debt C= A+B

75.15 67.93

Shareholders' Funds

Equity Share Capital 273.60 321.69

Preference Share Capital 193.57 193.57

Reserves & Surplus ( excluding revaluation reserves) (261.82) (34.61)

Less: Misc Expenditure not written off

Total Shareholders' Funds D

205.35 480.65

Total debt/Equity Ratio C/D

0.27

Long Term Debt/Equity ratio B/D 0.03

Notes:

The above statement has been computed on the basis of following:

1) Long term debt = Secured term loans from a bank by hypothecation of cars

2) Short term debt = Cash Credit (+) Inter Corporate Deposits

Cash Credit from State Bank of India Secured by a First charge of book debts

and by an Equitable mortgage by deposit of title deeds of Land and Building

situated at Fort Kochi, Cochin.

Inter Corporate Deposit received from Leslie Agrochem Pvt. Ltd. which bears

interest rate of 11% p.a. repayable on demand.

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CERTAIN OTHER FINANCIAL INFORMATION

Information as required by Government of India, Ministry of Finance, Circular No. F2/5/SE/76 dated February 5, 1977

as amended vide their circular of even number dated March 8, 1977 is given below:

Working Results of the Company

(Rs. In lakhs)

PARTICULARS For the period For the period

from April 1, 2012 from April 1, 2013

to March 31, 2013 to July 31, 2013

Net Sales / Income from operations 116.55 25.78

Other Income 38.44 17.15

Total Income 154.99 42.93

Gross Profit excluding exceptional items,

depreciation and taxes 28.84 13.73

Less: Depreciation 26.85 7.55

Profit/(Loss) Before Tax excluding exceptional items 1.99 6.18

Less: Exceptional Items 0.00 0.00

Profit/(Loss) Before Tax after exceptional items 1.99 6.18

Less: Provision for Taxation 0.57 0.00

Estimated Profit / (Loss) for the period 1.42 6.18

As per disclosure made to stock exchange under clause 41 of the listing agreement

a) Save as stated elsewhere in the letter of offer there are no material changes and commitments which are likely to affect the financial position of the Company since March 31, 2013

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b) The issue price has been arrived at in consultation between the issuer and the Merchant Banker Extract of Valuation - for issue of shares on right basis to non-promoter share holders arrived by Munoth Financial Services Limited

Particulars Book Value Adjusted Book Value

Assets

Tangible Assets 5,35,54,705 23,12,82,400 Investments 91,59,930 2,96,62,850 Long term loan & advances 24,692 24,692 Trade receivables 9,92,276 9,92,276

Cash and cash equivalents 6,54,672 6,54,672 Short-term loans and advances 38,96,757 38,96,757 P & L (Loss) 90,03,177 1,75,57,441* Total 7,72,86,209 28,40,71,088

Liabilities

Preference Shares 1,93,57,000 1,93,57,000

equity shares 2,73,60,000 2,73,60,000 Reserve & Surplus (adjusted) 20,67,84,879 Long-term borrowings 7,17,207 7,17,207 Long-term provisions 1,00,69,056 1,00,69,056 Short-term borrowings 67,98,362 67,98,362 Other current liabilities 1,28,38,619 1,28,38,619 Short-term provisions 1,45,965 1,45,965 Total 7,72,86,209 28,40,71,088 *Unrecorded liability amounting to Rs.85,54,264/- towards unpaid preference dividend added to loss.

Net worth & Book Value Shareholders fund 2,73,60,000 23,41,44,879 Less: Loss 90,03,177 1,75,57,441 Net worth 1,83,56,823 21,65,87,438 paid up capital 27,36,000 27,36,000 BV of Share 6.70 79.16

Book value of the share is Rs.6.70 and the adjusted book value is Rs.79. MFSL recommends issue of share to non-promoter shareholder in the ratio (6 shares for every 5 shares held) between Rs.55 to Rs.60 per share# which is around 30% discount to adjusted book value. # Subject to Madras Stock Exchange.

Full valuation report is available in the Registered office for inspection by shareholders Market price information The last transaction took place at MSE is on 28th December 2001 at RS. 5.50/-

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SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings before any judicial, quasi-judicial, arbitral or administrative tribunals, including pending proceedings for violation of statutory regulations or, alleging criminal or economic offences or tax liabilities or any other offences (including past cases where penalties may or may not have been awarded and irrespective of whether they are specified under paragraph (i) of Part 1 of Schedule XIII of the Companies Act) against our Company, our Directors, our Promoter and our Group Entities that would have a material adverse effect on our business. Further there are no defaults, non payments or overdue of statutory dues, institutional/bank dues and dues payable to holders of debentures or fixed deposits that would have a material adverse effect on our business. This section has been divided into four parts: Part 1 Contingent Liabilities of our Company Part 2 Litigation filed against our Company Part 3 Litigation relating to our Promoter and Group Companies Part 4 Litigation filed against our Directors Part 5 Litigation filed by our Company Part 1 Contingent Liabilities not provided as of 30 th September 2012:-

The details of dividend payable to Newbridge Capital Private Limited as on 30th

September 2012 is given below

2006-07=1548560/-

2007-08=1548560/-

2008-09=1548560/-

2009-10=1548560/-

2010-11=1548560/-

2011-12=1548560/-

2012 = 773280/- (6Months)

Total =8554264/- (payable to Newbridge Capital pvt Ltd)

Contingent liability amounting to Rs. 1,15,000/- is towards Bank Guarantee issued by SBI, Overseas Bank, Kochi to Commissioner of Customs, Cochin , The Port Officer, Mangalore and Commissioner of Customs, Cochin for port clearance, Customs Clearance etc against margin money deposit made by the company. Part 2: Litigation filed against our Company:

1. The Company has entered into an MOU on April 23, 2008 with M/s Green Bird Pvt. Limited to sell the land at Mamally works, Kozhikode for Rs. 9,85,50,000/-. M/s. Green Bird Pvt. Ltd paid an advance of Rs. 1,00,00,000/-. The property is in litigation as Green Bird filed an application in High Court of Judicature at Madras citing adverse including the fact that the property comes under “Red Zone” where no residential building are allowed. The matter is pending before High Court against the company for the sum of Rs. 1,00,00,000/- with interest at 18% per annum from the date of plaint till realization. The financial implication of losing the case will be to pay Rs. 1,88,50,000 up to 31st March 2013.

2. Notice Ref- b 1313/08 dated 20th June 2009 was given by the special Tahsildar, land acquisition, koyilandy under section 6 of the Kerala Survey and Boundaries Act, 1961 and further notice dated 02/09/2010 under Section 9(3) of the land acquisition Act, 1894 mentioning the intention by the Government to take possession of the land at Kozhikode mentioned below for public purpose under the Land Acquisition Act on Survey No 143/1 0.1902 hectares ; Survey No. 143/2 0.2780 hectares Survey No. 143/6 2.1653 hectares. . The Government has not proceeded further after the notification was issued on 02.09.2010. If the Government decides to acquire the land, the price will be as decided by the Government.

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3. The department of Income Tax has filed an appeal no. TC(A) No. 1031/2005 against the order of Tribunal in ITA NOs. 2620/97 – Ay: 1992-93 in the High Court of Madras and the case came for final hearing on 05/06/2012. The department raised whether the Tribunal was right in law in holding the claims made by the Company by adjusting business loss against capital gains amounting to Rs. 16,71,970/- , in a year in which there was no business income. After hearing the arguments the High court remanded the matter back to the file of the Income Tax Appellate Tribunal for fresh consideration after applying the correct provision of law and the matter is pending before Income Tax Appellate Tribunal. The demand of tax would be tax on capital gain @ 20% plus interest for 85 months amounting to Rs. 6,18,629/-, if decided against the Company.

Part 3: Litigation relating to our Promoter and Group Companies: Nil Part 4: Litigation filed against our Directors: Nil Part 5: Litigation filed by our Company: Nil MATERIAL DEVELOPMENTS There are no material developments after the date of last financial statements disclosed in the Letter of Offer which is likely to materially and adversely affect or is likely to affect the profitability of our company or the value of the assets, or its ability to pay its liabilities. There are no changes in the activities of the issuer company which may have had a material effect on the statement of profit/loss for the five years

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GOVERNMENT AND OTHER STATUTORY APPROVALS Incorporation Details Our Company was originally incorporated as Peirce Leslie (India) Private Limited on 27th May 1968 in the state of Karnataka and the name of the Company was changed to Peirce Leslie India Limited vide fresh certificate of incorporation consequent to change of name dated 29th September 1969 issued by Registrar of Companies, Mysore, Bangalore The registered office of the Company was shifted to the State of Tamil Nadu at the AGM held on 29th May 1995. Approvals in relation to the Issue

Corporate Approvals:

1. Board of Directors has, pursuant to a resolution dated December 31, 2012, authorized the issue under the Companies Act, 1956

2. Board resolution dated 21/08/2013 passed by the Board of the Company approving the Letter of Offer

In –principle approval from MSE 1. In-principle approval from MSE for the listing of the Equity shares issued through this Rights issue vide its

letter no MSE/LD/PSK/738/079/12 dated 1ST April 2013.

Observation Letter from SEBI 1. Observation Letter no. SRO/DIL/2013 dated AUGUST 5, 2013 received from SEBI

Approvals to carry on our Business Name and Registration Number Permanent Account Number (“PAN”) AAACP2746F Tax Deduction Account Number (“TAN”) CHEP00746E Central Excise Registration Number NA Service Tax Number AAACP2746FST002 VAT TIN – NA Central excise no : N.A Shop and establishment : - CC/684(W) ; Register No. Vol-IV (W) dtd 29.11.2004 I E C : N.A PF A/c No : KR /KCH/ 1066 Esic : 51540021200011001 Trademark registration : 306868 valid up to 10 years from 14/07/2010 and renewable there after Customs House Agent: license no. 51 valid up to 10 years from 01/08/06 and renewable there after Other registration no and issuing authority ; CIN : L93090TN19683LC034316, Ministry of Company Affairs

Our Company has received the necessary consents, licenses, permissions and approvals from the government and various governmental agencies required for its present business and no approvals / licenses are required to be obtained in respect of the proposed activities of the issuer company. The objects clause of the Memorandum of Association enables our Company to undertake its existing activities.

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SECTION VIII - OTHER REGULATORY AND STATUTORY DISCL OSURES

Authority for the Present Issue

This issue is pursuant to the resolution passed by the Board in their meeting held on December 31, 2012 . The Company has decided to ISSUE OF [4,80,876] FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH (“RIGHTS ISSUE EQUITY SHARES”) FOR CASH AT A PRICE OF Rs. 55/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF Rs. 45/- PER EQUITY SHARE AGGREGATING UPTO Rs. 264.48 LAKHS TO OUR EXISTING NON PROMOTER EQUITY SHAREHOLDERS ON A RIGHTS BASIS IN THE RATIO OF OF 6 (SIX) EQUITY SHARES FOR EVERY 5 ( FIVE ) FULLY PAID-UP EQUITY SHARES HELD BY THE EXIS TING NON PROMOTER EQUITY SHAREHOLDERS ON THE RECORD DATE, I.E. AUGUST 30, 2013 (“THE ISSUE”). THE ISSUE PRICE FOR THE EQUITY SHARE IS 5.5 TIMES THE FACE VALUE OF THE EQUITY SHARE. Prohibition by SEBI, RBI or governmental authorities Neither our Company, nor our Promoters, our Directors or any of the Promoter Group Entities, or companies or entities with which the Company’s Directors are associated with, as directors or promoters, or persons in control of our Promoters have been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. Neither we nor our Directors, our Promoters, Promoter Group Entities or relatives of Promoters have been identified as wilful defaulters by RBI / Government authorities/CIBIL and there are no proceedings relating to violations of securities laws pending against them and there are no violations of securities laws committed by them in the past. As of date of the Letter of Offer, our Directors are not associated with the securities market in manner other than as mentioned below: Name of Director Association with SEBI Registered Entity Action Initiated by SEBI against the SEBI registered entity Nil No regulatory action is/was initiated / taken against the issuer company, promoter group company(s) / associates and the promoters in their individual capacity by various agencies / regulatory bodies. No SCNs are/ were received by Issuer company, promoter group companies, associates, promoters in their individual capacity ( pending any investigation) for any regulatory lapse other than mentioned in page 132 of the letter of offer Eligibility for the Issue Peirce Leslie India Limited is an existing company registered under the Indian Companies Act, 1956, whose Equity Shares are listed on the Madras Stock Exchange Limited (MSE). It is eligible to offer this Issue in terms of SEBI (ICDR) Regulations. Our Company is in compliance with the provisions specified in Part E of the Schedule VIII of the SEBI (ICDR) Regulations, 2009 Regulations. DISCLAIMER CLAUSE OF SEBI AS REQUIRED, A COPY OF THIS LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI. “IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF LETTER OF OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FI NANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. THE LEAD MANAGER “ MUNOTH FINANCIAL SERVICES LIMITED” HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH S EBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 IN FORCE FOR THE TI ME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION F OR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL REL EVANT INFORMATION IN THE LETTER OF OFFER, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BE HALF AND TOWARDS THIS PURPOSE, THE LEAD

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MANAGER MUNOTH FINANCIAL SERVICES LIMITED HAS FURNI SHED TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) A DUE DILIGENCE CERTIFICATE D ATED MARCH 4, 2013 WHICH READ AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THO SE RELATING TO LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF TH E LETTER OF OFFER PERTAINING TO THE SAID ISSUE; 2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSS IONS WITH THE ISSUER, IT’S DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFIC ATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND T HE CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER. WE CONFIRM THAT: (a) THE LETTER OF OFFER FILED WITH THE BOARD IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE; (b) ALL THE LEGAL REQUIREMENTS RELATING TO ISSUE AS ALSO THE REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED / ISSUED BY THE BOARD, TH E CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY C OMPLIED WITH; AND (c) THE DISCLOSURES MADE IN THE LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO TH E INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIRE MENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CA PITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIR EMENTS. 3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTER MEDIARIES NAMED IN THE LETTER OF OFFER ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SU CH REGISTRATION IS VALID. 4. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE I SSUER FOR WHICH THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN O BJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE I SSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION. 5. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARA TE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE LETTER OF OFFER. WE FURTHER CONFIR M THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION . 6. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN TH E LETTER OF OFFER THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE. 7. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES M ANDATED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQ UIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES, WHICH, IN OUR VIEW , ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION. 8.WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BE EN MADE IN THE LETTER OF OFFER

(a) AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVE N TIME, THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AN D (b) AN UNDERTAKING FROM THE ISSUER THAT IT SHALL CO MPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME T O TIME. 9. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERT AINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE O F CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

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10. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUN D OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTER EXPERIENCE, ETC. 11. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WI SE COMPLIANCE WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE LETTER OF OFFER WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY . THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER , ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER SECTION 63 OR SECTION 68 OF THE C OMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CL EARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME; WITH THE LEAD MERCHANT BANKER ANY IRREGULARIT IES OR LAPSES IN LETTER OF OFFER." Caution / Disclaimer clause of the Issuer and the Lead Manager The Issuer and the Lead Manager accepts no responsibility for statements made otherwise than in this Letter of Offer or in the advertisement or any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his / her / their own risk. Investors who invest in the Issue will be deemed to have been represented by the Issuer Company and Lead Manager and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire equity shares of our company, and are relying on independent advice / evaluation as to their ability and quantum of investment in this issue. The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at presentations, in research or sales reports etc. after filing of this Letter of Offer with SEBI. DISCLAIMER CLAUSE OF THE MSE “Madras Stock Exchange Limited does not in any manner – a. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document, or b. warrant that the company securities will be listed or will continue to be listed on the Madras Stock Exchange, or c. Take any responsibility for the financial or other soundness of this company, its promoters, its management or any scheme or project of the company. It should not, for any reason, be deemed or construed that this offer document has been cleared or approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of the Company may do so pursuant to Independent Inquiry, Investigation and analysis and shall not have any claim against the Madras Stock Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated therein or any other reason whatsoeve�. . Disclaimer with respect to jurisdiction This Letter of Offer has been prepared under the provisions of Indian Law and the applicable rules and regulations there under. The distribution of the Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by the legal requirements prevailing in those jurisdictions. Persons in whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Chennai, India only. Selling Restrictions The distribution of this Letter of Offer and the issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Persons into whose possession this Letter of Offer may come are required to inform themselves about and observe such restrictions. Our Company is making this Issue of Shares on a Rights basis to the non promoter shareholders of our Company and will dispatch the Letter of Offer and CAFs to shareholders who have provided an Indian address. No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose, except that the Letter of Offer has been filed with SEBI. Accordingly, the Equity Shares may not be offered or sold, directly

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or indirectly, and this Letter of Offer may not be distributed in any jurisdiction, except in accordance with legal requirements applicable in such jurisdiction. Receipt of this Letter of Offer will not constitute an offer in those jurisdictions in which it would be illegal to make such an offer and, those circumstances, this Letter of Offer must be treated as sent for information only and should not be copied or redistributed. Accordingly, persons receiving a copy of this Letter of Offer should not, in connection with the issue of the Equity Shares, distribute or send the same in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. If this Letter of Offer is received by any person in any such territory, or by their agent or nominee, they must not seek to subscribe to the Equity Shares. Neither the delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has been no change in our Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. Filing This Letter of Offer was filed with SEBI, A copy of this Letter of Offer also has been filed with the Madras Stock Exchange Limited MSE) having attached thereto the Material Contracts and Documents. All legal requirements applicable till date of filing this Letter of Offer with the Stock Exchanges have been complied with. Impersonation As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of Section 68A of the companies Act, 1956 which is reproduced below: “Any person a. who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or b. otherwise induces a Company to allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years” Dematerialized Dealing Company has agreements dated 23/09/2001 with CDSL and dated 29/10/2001 NSDL respectively and its Equity Shares bear the ISIN No. INE292E01017 Consents Consents in writing of the Auditors, Lead Manager, Registrar to the Issue, Banker to the Issue to act in their respective capacities have been obtained and such consents have not been withdrawn up to the time of delivery of this Letter of Offer for registration with the Stock Exchange. The Auditors of the Company have given their written consent for the inclusion of their Report in the form and content as appearing in this Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery of this Letter of Offer for registration with the stock exchange. To the best of the Company’s knowledge there are no other consents required for making this Issue. However, should the need arise, necessary consents shall be obtained by the Company. Issue Expenses The expenses for this Issue include lead management fees, printing and distribution expenses, legal fees, advertisement expenses, registrar fees, depository charges and listing fees to the Stock Exchanges, among others. The total expenses for this Issue are estimated to be approximately ` 16.00 Lacs, which is 6.05 % of the issue size. The estimated issue related expenses are as follows:

Nature of expenses Amount in Lacs % of total expenses of the issue

% of total issue size

Lead Management fees 5.00 31.25% 1.89% Registrars, Auditor, Printers, Postage, Dispatch expenses,Advertisement & Publicity expenses, travelling and conveyance

6.00 37.50% 2.27%

SEBI, Listing expenses, contingencies & other Expenses

5.00 31.25% 1.89%

Total 16.00 100.00% 6.05%

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Investor Grievances and Redressal System The Company has adequate arrangements for redressal of Investor complaints and well-arranged correspondence system developed for letters of routine nature. The share transfer and dematerialization for the Company is being handled by our registrar and share transfer agent (Cameo Corporate Services Limited). Letters are filed category wise after having attended to redressal norm for response time for all correspondence including shareholders complaints is within 7 days. The investor grievances arising out of the Issue will be handled by Mr R Ramesh Compliance Officer, and Cameo Corporate Services Limited who are the Registrars to the Issue. All grievances relating to the Issue may be addressed to the Registrars to the Issue giving full details such as folio no., name and address, contact telephone / cell numbers, email id of the first applicant, number and type of shares applied for, Application Form serial number, amount paid on application and the name of the bank and the branch where the application was deposited, along with a photocopy of the acknowledgement slip. In case of renunciation, the details of the Renouncee should be furnished. The normal time taken by the Company for redressal of investor grievance is given below: Sr. No. Type of Request Normal Time Taken (No. of Days) 1 Issue of Duplicate Share Certificate Within 30 days 2 Transfer of shares Within 30 days 3 Transmission of shares Within 30 days 4 Demat / Remat of shares Within 30/21 days 5 Non receipt of dividend Within 15 to 30 days 6 Non receipt of Annual Report Within 7 to 15 days 7 Change of residential address / Bank mandate Within 15 to 30 days 8 Consolidation / split of share certificates / Remat Within 30 days Investors are advised to contact the Compliance Officer in case of any pre-issue / post-issue related problems such as non-receipt of letters of allotment / share certificates / demat credit / refund orders etc. R.RAMESH, 37, Dr. P.V. Cherian Crescent, Egmore, Chennai – 600 008. Tel: +91-44- 43456502 Fax: +91-44- 43456508 E-mail: ramesh@peirceleslie.com

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SECTION IX - OFFERING INFORMATION TERMS OF THE ISSUE The Equity Shares, now being issued, are subject to the terms and conditions contained in this Letter of Offer, the enclosed Composite Application Form (“CAF”), the Memorandum and Articles of Association of our Company, the provisions of the Companies Act, approvals from the RBI, guidelines or regulations issued by SEBI, approvals from the Stock Exchanges where Equity Shares of our Company are listed, FEMA, guidelines, notifications and regulations for issue of capital and for listing of securities issued by Government of India and/or other statutory authorities and bodies from time to time, terms and conditions as stipulated in the allotment advice or letter of allotment or security certificate, the provisions of the Depositories Act, to the extent applicable and any other legislative enactments and rules as may be applicable and introduced from time to time. Promoters are not participating in the Rights Issue The promoters are not participating in the Rights Issue since the Rights issue is proposed mainly for meeting Minimum Public Shareholding norms (MPS). Authority for the Issue This issue is pursuant to the resolution passed by the Board in their meeting held on December 31, 2012 Ranking of Equity Shares The Equity Shares being issued shall be subject to the provisions of our Memorandum of Association and Articles of Association. The Equity Shares allotted pursuant to this Issue shall rank pari passu with the existing Equity Shares in all respects including dividend. Mode of Payment of Dividend Our Company shall pay dividend to the shareholders as per the provisions of the Companies Act. Basis for the Issue The Equity Shares are being offered for subscription for cash to the Eligible Non promoter Equity Shareholders whose names appear as beneficial owners as per the list to be furnished by the depositories in respect of the Equity Shares held in electronic form and on the Register of Members of our Company in respect of the Equity Shares held in the physical form at the close of business hours on the Record Date i.e August 30, 2013, fixed in consultation with the Stock Exchange. Fractional Entitlement The Equity Shares are being offered on a rights basis to the existing Equity Shareholders in the ratio of 6 Equity Shares for every 5 Equity Shares held as on the Record Date. For Equity Shares being offered on a rights basis under this Issue, if the shareholding of any of the Equity Shareholders is not in multiple of 5, the fractional entitlement of such Equity Shareholders shall be ignored for computation of the Rights Entitlement. However, Equity Shareholders whose fractional entitlements are being ignored earlier will be given preference for the Allotment of one additional Equity Share each, if such Equity Shareholders have applied for additional Equity Shares over and above the Rights Entitlement. For example, if an Equity Shareholder holds 3 Equity Shares, he will be entitled to 3 Equity Share on a rights basis. He will be given a preference for the Allotment of one additional Equity Share if he has applied for the same. Offer to Non-Resident Equity Shareholders/Applicants Applications received from NRIs for allotment of Equity 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) in the matter of refund of application moneys, allotment of Equity Shares, issue of letter of allotment/share certificates, payment of interest, dividends, etc. The Equity Shares purchased by NRIs shall be subject to the same conditions including restrictions in regard to the reparability as are applicable to the original shares against which Equity Shares are issued. 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. The circular stipulates that an OCB shall not be eligible to purchase equity or preference shares or convertible debentures offered on right basis by an Indian company, and no Indian

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company shall offer equity or preference shares or convertible debentures on right basis to an OCB. Accordingly, OCBs shall not be eligible to subscribe to the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case by case basis. Thus, OCBs desiring to participate in this Issue must obtain prior approval from the RBI. On providing such approval to the Bank at its registered office, the OCB shall receive this Letter of Offer and the CAF. Applications received from the NRIs for the allotment of Equity Shares shall, among other things, be subject to conditions as may be imposed, from time to time, by the RBI, in the matter of refund of application moneys, allotment of Equity Shares, issue of letters of allotment/ certificates/ payment of dividends etc. Rights Entitlement As your name appears as a beneficial owner in respect of the Equity Shares held in electronic form or appears in the Register of Members as an Equity Shareholder on the Record Date, you are entitled to the number of Equity Shares shown in Block I of Part A of the enclosed CAF. The Eligible Equity Shareholders are entitled to Six Equity Share for every Five Equity Shares held on the Record Date i.e. August 30, 2013. The distribution of the Letter of Offer and the issue of the Rights Issue Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. We are making the issue of the Rights Issue Equity Shares on a rights basis to the Equity Shareholders and the Letter of Offer, Abridged Letter of Offer and the CAFs will be dispatched only to those Equity Shareholders who have a registered address in India. Any person who acquires Rights Entitlements or the Rights Issue Equity Shares will be deemed to have declared, warranted and agreed, by accepting the delivery of the Letter of Offer, that it is not and that at the time of subscribing for the Rights Issue Equity Shares or the Rights Entitlements, it will not be, in the United States and in other restricted jurisdictions. Principal Terms of the Equity Shares Face value Each Equity Share shall have a face value of Rs. 10/-. Issue Price Each Equity Share is being offered at a price of Rs. 55/-per Equity Share Payment terms All Investors shall have to make the full payment of the Issue Price of Rs.55 /-per Equity Share at the time of making an Application. Rights of the Equity Shareholders • Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll in person or by proxy; • Right to receive offers for shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right to free transferability of shares; and • Such other rights as may be available to a shareholder of a listed public company under the Companies Act and Memorandum and Articles of Association. Arrangements for Disposal of Odd Lots Our Company's shares will be traded in dematerialized form only and therefore the marketable lot is 1(One) share.

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General terms of the Issue Market Lot The Equity Shares of our Company are tradable only in dematerialized form. The market lot for Equity Shares in dematerialized mode is 1 (one) Equity Share. In case of holding of Equity Shares in physical form, our Company would issue to the allotters 1 (one) certificate for the Equity Shares allotted to each folio (“Consolidated Certificate”). In respect of consolidated certificates, our Company will upon receipt of a request from the respective holder of Equity Shares, split such consolidated certificates into smaller denominations within three weeks time from the receipt of the request in respect thereof. Joint Holders Where two or more persons are registered as the holders of any Equity Shares, they shall be deemed to hold the same as joint holders with the benefit of survivorship subject to the provisions contained in the Articles. Nomination In accordance with Section 109A of the Companies Act, only individuals applying as sole applicants/ joint applicants can nominate, non-individuals including society, trust, body corporate, partnership firm, holder of power of attorney cannot nominate. In accordance with Section 109A of the Companies Act, the sole or first holder, along with other joint holders, may nominate any one person in whom, in the event of the death of sole holder or in case of joint holders, death of all the holders, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/ transfer/ alienation of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Company’s Registered Office or to our Company’s Registrar and Transfer Agents. The Applicant can make the nomination by filling in the relevant portion of the CAF. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, 1956, shall upon the production of such evidence as may be required by the Board, elect either: • to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been Complied with. Only one nomination would be applicable for one folio. Hence, in case the Equity Shareholder(s) has already registered the nomination with our Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue under the same folio. In case the allotment of Equity Shares is in dematerialized form, there is no need to make a separate nomination for the Equity Shares to be allotted in this Issue. Nominations registered with the respective Depository Participant (“DP”) of the Investor would prevail. Any Investor desirous of changing the existing nomination is requested to inform its respective DP. Notices All notices to the Eligible Equity Shareholders required to be given by our Company shall be published in one English national daily with wide circulation, one Hindi national daily with wide circulation and one Tamil daily newspaper in Chennai with wide circulation and / or, will be sent by ordinary post / registered post / speed post to the registered holders of the Equity Shares from time to time. Subscription by the Promoter This issue is made under the provisions of and subject to compliance with the provisions of Rule 19A(1) of the SCRR and clause 40A of the Listing Agreement with respect to the requirement of minimum public shareholding of 25% of the post-Issue paid-up capital of our Company and hence the promoter and promoter group are not offered the issue. For details, please see “Terms of the Issue - Basis of Allotment” on page 148 Listing and trading of the Equity Shares proposed to be issued Our Company’s existing Equity Shares are currently listed on the MSE under the ISIN INE292E01017. The fully paid up Equity Shares proposed to be issued shall be listed and admitted for trading on the MSE under the existing ISIN for fully paid up Equity Shares of our Company.

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The Equity Shares allotted pursuant to this Issue will be listed as soon as practicable but in no case later than 7 working days from the date of finalization of basis of allotment. Our Company had made an application for “in principle” approval for listing of the Equity Shares in accordance with clause 24(a) of the Listing Agreement to the MSE and has received such approval from the MSE vide their letters no. MSE/LD/PSK/738/079/12 dated 1ST April 2013 The distribution of the Letter of Offer and the Issue of Equity Shares on a rights basis to persons in certain jurisdictions outside India may be restricted by legal requirements prevailing in those jurisdictions. Our Company is making this Issue of Equity Shares on a rights basis to the Eligible non promoter Equity Shareholders of our Company and will dispatch the Letter of Offer/Abridged Letter of Offer and the CAF to the Eligible Non promoter Equity Shareholders who have provided an Indian address. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Issue, our Company shall forthwith refund the entire subscription amount received within 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day our Company becomes liable to repay it, (i.e. 15 days after the Issue Closing Date or the date of the refusal by the Stock Exchange(s), whichever is earlier) our Company and every Director of our Company who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to repay the money with interest @ 15% for the delayed period, as prescribed under sub-section (2) and (2A) of Section 73 of the Companies Act, 1956. Utilization of Issue Proceeds The Board of Directors declares that: i. All monies received out of this Issue shall be transferred to a separate bank; ii. Details of all monies utilized out of the Issue shall be disclosed under an appropriate separate head in our balance sheet indicating the purpose for which such monies have been utilised; iii. Details of all unutilized monies out of the Issue, if any, shall be disclosed under an appropriate separate head in our balance sheet indicating the form in which such unutilized monies have been invested; and iv. We may utilize the funds collected in the Issue only after listing and trading permission is received from the Stock Exchange in respect of this Issue Undertakings by our Company Our Company undertakes that: 1. the complaints received in respect of the Issue shall be attended to expeditiously and satisfactorily. 2. all steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges where the securities are to be listed will be taken within seven working days of finalization of basis of allotment. 3. the funds required for making dispatch of refund orders/allotment letters/certificates as per the mode(s) disclosed shall be made available to the Registrar to the issue. 4. that where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the issue, as the case may be, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. 5. that the certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified time. 6.. that no further issue of securities affecting equity capital of our Company shall be made till the securities issued/offered through the Letter of Offer Issue are listed or till the application money are refunded on account of non-listing, under-subscription etc. 7. Our Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts. 8. All information shall be made available by the Lead Manager and the Issuer to the Investors at large and no selective or additional information would be available for a section of the Investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. 9. Our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time.

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Procedure for Application The CAF for Rights Issue Equity Shares would be printed for all Equity Shareholders. In case the original CAF is not received by the Investor or is misplaced by the Investor, the Investor may request the Registrar to the Issue, for issue of a duplicate CAF, by furnishing the registered folio number, DP ID Number, Client ID Number and their full name and address. In case the signature of the Equity Shareholder(s) does not match with the Specimen registered with us, the application is liable to be rejected. The CAF consists of four parts: Part A: Form for accepting the Equity Shares and for applying for additional Equity Shares; Part B: Form for renunciation; Part C: Form for application for renunciation; Part D: Form for request for split Application forms. Application by Mutual Funds In case of a mutual fund, a separate application can be made in respect of each scheme of the mutual fund registered with SEBI and such application in respect of more than one scheme of the mutual fund will not be treated as multiple applications provided that the applications clearly indicate the scheme concerned for which the application has been made. Applications made by AMCs or custodians of a mutual fund shall clearly indicate the name of the concerned scheme for which the application is being made. Acceptance of the Issue You may accept the Issue and apply for the Equity Shares offered, either in full or in part, by filling Part A of the enclosed CAF and submit the same along with the application money payable to the Bankers to the Issue or any of the collection branches as mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such extended time as may be specified by the Board of our Company in this regard. Investors at centers not covered by the branches of collecting banks can send their CAF together with the cheque drawn at par on a local bank at Chennai / demand draft payable at Chennai to the Registrar to the Issue by registered post. Such applications sent to anyone other than the Registrar to the Issue are liable to be rejected. Options available to the Eligible Equity Shareholders The CAF will clearly indicate the number of Equity Shares that the Eligible Equity Shareholder is entitled to. If the Eligible Equity Shareholder applies for an investment in Equity Shares, then he can: • Apply for his Rights Entitlement of Equity Shares in part; • Apply for his Rights Entitlement of Equity Shares in part and renounce the other part of the Equity Shares; • Apply for his Rights Entitlement of Equity Shares in full; • Apply for his Rights Entitlement in full and apply for additional Equity Shares; • Renounce his Rights Entitlement in full. Renunciation This Issue includes a right exercisable by you to renounce the Equity Shares offered to you either in full or in part in favor of any other person or persons. Your attention is drawn to the fact that our Company shall not allot and/or register the Equity Shares in favor of more than 3 persons (including joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Indian Trust Act or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold Equity Shares). This Issue includes a right exercisable by you to renounce the Rights Issue Equity Shares offered to you either in full or in part in favour of any other person or persons. Your attention is drawn to the fact that, pursuant to the RBI letter received on March 12, 2012, in relation to renunciation of rights entitlement by and to persons resident outside India, renunciation is allowed by Non-Resident Shareholders who are otherwise eligible to hold Equity Shares and to FIIs and NRIs only, on the floor of MSE, who are eligible to acquire equity shares, in accordance with RBI Notification No.20/2000-RB dated May 3, 2000 and in-terms of Notification 205/ 2010-RB dated April 7, 2010. We shall not Allot and / or register and Rights Issue Equity Shares in favour of more than three persons (including joint holders), partnership firm(s) or their nominee(s), minors, HUF, any trust or society (unless the same is registered under the Societies Registration Act, 1860 or the Indian Trust Act, 1882 or any other applicable law relating to societies or trusts and is authorized under its constitution or bye-laws to hold equity shares, as the case may be).

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Additionally, existing Equity Shareholders may not renounce in favour of persons or entities in the United States or who would otherwise be prohibited from being offered or subscribing for Rights Issue Equity Shares or Rights Entitlement under applicable securities laws. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to undertake fresh investments as incorporated non-resident entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of Government if the investment is through Government Route and with the prior approval of RBI if the investment is through Automatic Route on case to case basis. Equity Shareholders renouncing their rights in favour of OCBs may do so provided such Renouncee obtains a prior approval from the RBI. On submission of such approval to us at our Registered Office, the OCB shall receive the Abridged Letter of Offer and the CAF 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. Submission of the enclosed CAF to the Bankers to the Issue at its collecting branches specified on the reverse of the CAF with the form of renunciation (Part ‘B’ of the CAF) duly filled in shall be conclusive evidence for our Company of the person(s) applying for Equity Shares of the CAF to receive allotment of such Equity Shares. The Renouncees applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Part ‘A’ of the CAF must not be used by the Renouncee(s) as this will render the application invalid. Renouncee(s) will have no further right to renounce any Equity Shares in favour of any other person. The right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject the request for Allotment to Renouncee(s) without assigning any reason thereof. Procedure of renunciation To renounce all the Equity Shares offered to an Eligible Equity Shareholder in favour of one Renouncee If you wish to renounce the offer indicated in Part ‘A’, 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 this part of the CAF. To renounce in part/or renounce the whole to more than one person(s) If you wish to either accept this offer in part and renounce the balance or renounce the entire offer under this Issue in favour of two or more Renouncees, the CAF must be first split into the requisite number of forms. Please indicate your requirement of split forms in the space provided for this purpose in Part ‘D’ of the CAF and return the entire CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving requests for split forms, October 3, 2013. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in the paragraph above shall have to be followed. In case the signature of the Eligible Equity Shareholder(s), who has renounced the Equity Shares, does not agree with the specimen registered with our Company, the application is liable to be rejected. Renouncee(s) The person(s) in whose favour the Equity Shares are renounced should fill in and sign Part ‘C’ of the CAF and submit the entire CAF to the Bankers to the Issue on or before the Issue Closing Date along with the application money in full. The Renouncee cannot further renounce. Change and/ or introduction of additional holders If you wish to apply for Equity Shares jointly with any other person(s), not more than three, who is / are not already a joint holder with you, 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. However, this right of renunciation is subject to the express condition that the Board shall be entitled in its absolute discretion to reject the request for allotment from the Renouncee(s) without assigning any reason thereof.

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Instructions for options Please note that: • Part ‘A’ of the CAF must not be used by any person(s) other than the Eligible Equity Shareholders to whom the Letter of Offer has been addressed. If used, this will render the application invalid. • A request for split forms should be made for a minimum of 1 (one) Equity Shares or, in multiples thereof and one split form for the balance Equity Shares, if any. • A request by the Investor for the split Application form should reach our Company on or before October 03, 2013 • Only the Eligible Equity Shareholders to whom the Letter of Offer has been addressed shall be entitled to renounce and to apply for split application forms. Forms once split cannot be split further. • Split form(s) will be sent to the Investor(s) by post at the Investors’ risk. Additional Equity Shares You are eligible to apply for additional Equity Shares over and above the number of Equity Shares you are entitled to, provided that you have applied for all the Equity Shares offered without renouncing them in whole or in part in favour of any other person(s). Applications for additional Equity Shares shall be considered and allotment shall be made at the sole discretion of the Board, in consultation, if necessary, with the Stock Exchange and in the manner prescribed in the paragraph titled “Basis of Allotment” beginning page 148 of this Letter of Offer. If you desire to apply for additional Equity Shares, please indicate your requirement in the place provided for additional Equity Shares in Part A of the CAF. The Renouncee applying for all the Equity Shares renounced in their favour may also apply for additional Equity Shares. Where the number of additional Equity Shares applied for exceeds the number available for allotment, the allotment would be made on a fair and equitable basis in consultation with the Stock Exchange. You may exercise any of the following options with regard to the Equity Shares offered, using the enclosed CAF: Option Option Available Action Required 1 Accept whole or part of your

entitlement without renouncing the balance

Fill in and sign Part A of the CAF (All joint holders must sign)

2 Accept your entitlement in full and apply for additional Equity Shares

Fill in and sign Part A including Block III relating to the acceptance of entitlement and Block IV relating to additional Equity Shares (All joint holders must sign)

3 Renounce your entitlement in full to one person (Renouncee) (Joint renouncees not exceeding three are considered as one renouncee).

Fill in and sign Part B (all joint holders must sign) indicating the number of Equity Shares renounced and hand over the entire CAF to the renouncee. The renouncees must fill in and sign Part C of the CAF (All joint renouncees must sign)

4 Accept a part of your entitlement and renounce the balance to one or more renouncee(s) OR Renounce your entitlement to all the Equity Shares offered to you to more than one renounce

Fill in and sign Part D (all joint holders must sign) requesting for Split Application Forms. Send the CAF to the Registrar to the Issue so as to reach them on or before the last date for receiving requests for Split Forms. Splitting will be permitted only once. On receipt of the Split Form take action as indicated below. 1) For the Equity Shares you wish to accept, if any, fill in and sign Part A of one split CAF (only for option 1). 2) For the Equity Shares you wish to renounce, fill in and sign Part B indicating the number of Equity Shares renounced and hand over the split CAFs to the renouncees. 3) Each of the renouncees should fill in and sign Part C for the Equity Shares accepted by them

5 Introduce a joint holder or change the sequence of joint holders

This will be treated as a renunciation. Fill in and sign Part B and the renouncees must fill in & sign Part C

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Investors must provide information in the CAF as to their savings bank / current account number and the name of the bank with whom such account is held, to enable the Registrar to print the said details in the refund orders after the names of the payee(s). Failure to comply with this may lead to rejection of the application. Bank account details furnished by the Depositories will be printed on the refund warrant in case of Equity Shares held in electronic form. Investors must write their CAF Number at the back of the cheque/demand draft. Availability of duplicate CAF In case the original CAF is not received, or is misplaced by the Investor, the Registrar to the Issue will issue a duplicate CAF on the request of the Investor who should furnish the registered folio number / DP and Client ID number and his / her full name and address to the Registrar to the Issue. Please note that the request for a duplicate CAF should reach the Registrar to the Issue within 7 (seven) days from the Issue Opening Date. Please note that those who are making the application in the duplicate CAF should not utilize the original CAF for any purpose including renunciation, even if it is received / found subsequently. If the Investor violates any of these requirements, he / she shall face the risk of rejection of both the CAFs. Application on Plain Paper An Eligible Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an application to subscribe to the Issue on plain paper, along with a demand draft, net of bank and postal charges payable at Chennai which should be drawn in favor of “Peirce Leslie India Limited – Rights Issue” and the Eligible Equity Shareholders should send the same by registered post directly to the Registrar to the Issue. If any shareholder makes an application on application form as well as on plain paper, both his applications shall be liable to be rejected at the option of the issuer. The envelope should be super scribed “ Peirce Leslie India Limited – Rights Issue” and should be postmarked in India. The application on plain paper, duly signed by the Investors including joint holders, in the same order as per specimen recorded with our Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should contain the following particulars: • Name of the Issuer, being PEIRCE LESLIE INDIA LIMITED; • Name and address of the Eligible Equity Shareholder including joint holders; • Registered Folio Number / DP and Client ID no.; • Number of Equity Shares held as on Record Date; • Number of Equity Shares entitled; • Number of Equity Shares applied for; • Number of additional Equity Shares applied for, if any; • Total number of Equity Shares applied for; • Total amount paid at the rate of `Rs. 55 /- per Equity Share ; • Separate cheques / DDs are to be attached for amounts to be paid for Equity Shares; • Particulars of cheque / demand draft / Savings / Current Account Number and name and address of the bank where the Eligible Equity Shareholder will be depositing the refund order; • PAN of the Investor, and for each Investor in case of joint names, irrespective of the total value of the Equity Shares applied for pursuant to the Issue; • Signature of the Equity Shareholders to appear in the same sequence and order as they appear in the records of our Company. Please note that those who are making an application otherwise than on an original CAF shall not be entitled to renounce their rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the Investor violates any of these requirements, he / she shall face the risk of rejection of both the applications. Separate cheque / DDs are to be attached for amounts to be paid for Equity Shares. Our Company shall refund such application amount to the Investor without any interest thereon. Last date of Application The last date for submission of the duly filled in CAF is 17/10/2013. The Issue will be kept open for 29 days and the Board will have the right to extend the said date for such period as it may determine from time to time but not exceeding 30 days from the Issue Opening Date. If the CAF together with the amount payable is not received by the Bankers to the Issue / Registrar to the Issue on or before the closure of banking hours on the aforesaid last date or such date as may be extended by the Board, the offer contained in the Letter of

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Offer shall be deemed to have been declined and the Board shall be at liberty to dispose off the Equity Shares hereby offered, as provided in the paragraph titled “Basis of Allotment” on page 148 of this Letter of Offer. INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES CA N BE TRADED ON THE STOCK EXCHANGE ONLY IN DEMATERIALIZED FORM. Basis of Allotment Subject to the provisions contained in the Letter of Offer, the Articles of Association of our Company and the approval of the Designated Stock Exchange, the Board will proceed to allot the Equity Shares in the following order of priority:

a) Full allotment to those Equity Shareholders who have applied for their Rights Entitlement either in full or in part and also to the Renouncee(s) who has / have applied for Rights Equity Shares renounced in their favour, in full or in part.

b) Allotment pertaining to fractional entitlements in case of any shareholding other than in multiples of 5s. Investors whose fractional entitlements are being ignored would be given preference in allotment of one additional Equity Share.

c) Allotment to the Eligible Equity Shareholders who having applied for all the Equity Shares offered to them as part of the Issue and have also applied for additional Equity Shares. The allotment of such additional Equity Shares will be made as far as possible on an equitable basis having due regard to the number of Equity Shares held by them on the Record Date, provided there is an under-subscribed portion after making full allotment in (a) and (b) above. The allotment of such additional Equity Shares will be at the sole discretion of the Board in consultation with the Designated Stock Exchange, as a part of the Issue and not preferential allotment.

d) Allotment to Renouncees who having applied for all the Equity Shares renounced in their favour, have applied for additional Equity Shares provided there is surplus available after making full allotment under (a), (b) and (c) above. The allotment of such Equity Shares will be on a proportionate basis at the sole discretion of the Board in consultation with the Stock Exchange, as a part of the Issue and not preferential allotment.

e) Allotment to any other person as the Board may in its absolute discretion deem fit provided there is surplus available after making full allotment under (a), (b), (c) and (d) above.

After taking into account allotment to be made under (a) and (b) above, if there is any unsubscribed portion, the same shall be deemed to be ‘unsubscribed’ for the purpose of regulation 10(4)(a), 10(4)(b)(i) and 10(4)(b)(ii) of SEBI (SAST) regulations, 2011 be exempt from making an open offer as stipulated under 3(2) of SEBI (SAST) regulations, 2011which would be available for allocation under (c), (d) and (e) above. Under the provisions of regulation 3 read with regulation 10 of the Takeover Regulations a shareholder is exempt from the obligation of making an open offer for acquiring Rights Issue Equity Shares (including Rights Issue Equity Shares acquired beyond Rights Entitlement), upon fulfillment of conditions stated therein. In the event, the acquisition of Rights Equity Shares beyond Rights Entitlement results in acquisition of control of the Company by the acquirer, the Takeover Regulations does not provide for an exemption from making an open offer. The Promoter and Promoter Group have confirmed that they do not intend to subscribe to their Rights Entitlement to comply with the provisions of Rule 19A(1) of the SCRR and clause 40A of the Listing Agreement with respect to the requirement of minimum public shareholding of 25% of the post-Issue paid-up capital of our Company. After considering the above Allotment, any additional Equity Shares shall be disposed off by the Board, in such manner as they think most beneficial to our Company and the decision of the Board in this regard shall be final and binding. In the event of oversubscription, Allotment will be made within the overall size of the Issue. Our Company expects to complete the allotment of Equity Shares within a period of 15 days from the date of closure of the Issue in accordance with the listing agreement with the MSE. In case of delay in allotment our Company shall, as stipulated under Section 73(2A) of the Act, be required to pay interest on the same at a rate of 15 per cent p.a. Allotment / Refund Our Company will issue and dispatch letter of allotment / share certificates / demat credit and / or letters of regret along with refund orders or credit the allotted Equity Shares to the respective beneficiary accounts, if any, within a period of fifteen (15) days from the Issue Closing Date. If such money is not repaid within eight days from the day our Company becomes liable to pay it, our Company shall pay that money with interest @ 15% for the delayed period, as stipulated under Section 73 of the Companies Act. Investors residing in the 68 cities specified by SEBI pursuant to its circular dated February 1, 2008, will get refunds through ECS (Electronic Clearing Service) only except where Investors are otherwise disclosed as applicable / eligible to get refunds through direct credit and RTGS provided the MICR details are recorded with the Depositories or our Company.

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In case of those Investors who have opted to receive the Equity Shares in dematerialized form using electronic credit under the depository system, an advice regarding their credit of the Equity Shares shall be given separately. Investors to whom refunds are made through electronic transfer of funds will be sent a letter through certificate of posting intimating them about the mode of credit of refund within a period of fifteen (15) days from the Issue Closing Date. In case of those Investors who have opted to receive the Equity Shares in physical form, our Company will issue the corresponding share certificates under Section 113 of the Companies Act or other applicable provisions, if any. Any refund order exceeding ` 1,500 would be sent by registered post / speed post to the sole / first Investor’s registered address. Refund orders up to the value of ` 1,500 would be sent under certificate of posting. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole / first Investor. Adequate funds would be made available to the Registrar to the Issue for this purpose. Payment of Refund Mode of making refunds The payment of refund, if any, would be done through various modes in the following order of preference: 1. ECS/NECS – Payment of refund would be done through ECS/NECS for Investors having an account at any centre where such facility has been made available. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the Depositories. The payment of refunds is mandatory for Investors having a bank account at the centers where ECS/NECS facility has been made available by the RBI (subject to availability of all information for crediting the refund through ECS/NECS), except where the Investor, being eligible, opts to receive refund through NEFT, direct credit or RTGS. 2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever the Investors’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the Investors have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the Investors through this method. Our Company in consultation with the Lead Manager may decide to use NEFT as a mode of making refunds. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed herein. 3.Direct Credit – Investors having bank accounts with the Bankers to the Issue shall be eligible to receive refunds through direct credit. Charges, if any, levied by the relevant bank(s) for the same would be borne by our Company.

4. RTGS (Real Time Gross Settlement) – Investors having a bank account at any of the centres where such facility has been made available and whose refund amount exceeds ` 50.00 lacs, have the option to receive refund through RTGS. Such eligible Investors who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Refund Bank(s) for the same would be borne by our Company. Charges, if any, levied by the Investors’ bank receiving the credit would be borne by the Investor. 5.For all other Investors, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched under certificate of posting for value up to ̀ 1,500 and through speed post / registered post for refund orders of ` 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn in favour of the sole / first Investor and payable at par.

Printing of Bank Particulars on Refund Orders As a matter of precaution against possible fraudulent encashment of refund orders due to loss or misplacement, the particulars of the Investor’s bank account are mandatorily required to be given for printing on the refund orders. Bank account particulars will be printed on the refund orders/refund warrants which can then be deposited only in the account specified. Our Company will in no way be responsible if any loss occurs through these instruments falling into improper hands either through forgery or fraud.

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Allotment advice / Share Certificates / Demat Credit Allotment advice / share certificates / demat credit will be dispatched to the registered address of the first named Investor or respective beneficiary accounts will be credited within 15 (fifteen) days, from the Issue Closing Date. Option to receive the Equity Shares in Dematerialized Form The Investors have an option to get the Equity Shares in physical or demat form. Our Company has signed a tripartite agreement dated 29/10/2001 with NSDL and the Registrar to our Company and a tripartite agreement dated 23/09/2001 with CDSL and the Registrar to our Company, which enables the Equity Shareholders to hold and trade in Equity Shares in a dematerialized form, instead of holding the Equity Shares in the form of physical certificates In this Issue, the allottees who have opted for the Equity Shares in dematerialized form will receive the Equity Shares in the form of an electronic credit to their beneficiary account with a Depository Participant. The CAF shall contain a space for indicating the number of Equity Shares applied for in demat and physical from or both. Investors will have to give the relevant particulars for this purpose appropriately in the CAF. Applications, which do not accurately contain this information, will be given the Equity Shares in physical form. No separate applications for Equity Shares in physical and / or dematerialized form should be made. If such applications are made, the application for physical Equity Shares will be liable to be rejected. The Equity Shares will be listed on the MSE. The procedure for availing of the facility for allotment of the Equity Shares in this Issue in the electronic form is as under: • Open a beneficiary account with any Depository Participant (care should be taken that the beneficiary account should carry the name of the holder in the same manner as is exhibited in the records of our Company. In the case of joint holding, the beneficiary account should be opened carrying the names of the holders in the same order as with our Company). In case of Investors having various folios in our Company with different joint holders, the Investors will have to open separate accounts for such holdings. ThoseInvestors who have already opened such beneficiary account (s) need not adhere to this step. • For the Eligible Equity Shareholders already holding Equity Shares of our Company in dematerialized form as on the Record Date, the beneficial account number shall be printed on the CAF. For those who open accounts later or those who change their accounts and wish to receive their Equity Shares pursuant to this Issue by way of credit to such account, the necessary details of their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of Equity Shares arising out of this Issue may be made in dematerialized form even if the original Equity Shares of our Company are not dematerialized. Nonetheless, it should be ensured that the Depository Account is in the name(s) of the Equity Shareholders and the names are in the same order as in the records of our Company. • Responsibility for correctness of information (including Investor’s age and other details) filled in the CAF vis-à-vis such information with the Investor’s depository participant, would rest with the Investor. Investors should ensure that the names of the Investors and the order in which they appear in the CAF should be the same as registered with the Investor’s Depository Participant. • Equity Share allotted to an Applicant in the electronic account form will be credited directly to the Applicant’s respective beneficiary account(s) with depository participant. • Applicants should ensure that the names of the Applicants and the order in which they appear in the CAF should be the same as registered with the Applicant’s depository participant. • Non-transferable allotment advice/refund orders will be directly sent to the Applicant by the Registrar to this Issue. • If incomplete / incorrect beneficiary account details are given in the CAF the Investor will get the Equity Shares in physical form. • The Equity Shares pursuant to this Issue allotted to Investors opting for dematerialized form, would be directly credited to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly to the Investor by the Registrar to the Issue but the Investor’s depository participant will provide to him the confirmation of the credit of such Securities to the Investor’s depository account. • Renouncees will also have to provide the necessary details about their beneficiary account for allotment of Equity Shares in this Issue. In case these details are incomplete or incorrect, the application is liable to be rejected.

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• It may be noted that Equity Shares in electronic form can be traded only on the Stock Exchanges having electronic connectivity with NSDL or CDSL. • Dividend or other benefits with respect to the Equity Shares held in dematerialized form would be paid to those Equity Shareholders whose names appear in the list of beneficial owners given by the Depository Participant to our Company as on the date of the book closure. General instructions for NON-ASBA Investors

a) Please read the instructions printed on the enclosed CAF carefully. b) Applications should be made on the printed CAF, provided by our Company and should be completed in all respects. 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 are liable to 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. The CAF must be filled in English and the names of all the Investors, details of occupation, address, father’s / husband’s name must be filled in block letters.

c) The CAF together with the cheque / demand draft should be sent to the Bankers to the Issue / Collecting Banks or to the Registrar to the Issue and not to our Company or the Lead Manager to the Issue. Investors residing at places other than cities where the branches of the Bankers to the Issue have been authorised by our Company for collecting applications, will have to make payment by Demand Draft payable at Chennai of an amount net of bank and postal charges and send their application forms to the Registrar to the Issue by Registered Post. If any portion of the CAF is / are detached or separated, such application is liable to be rejected.

d) Applications for any value made by the Investor, or in the case of joint names, each of the joint Investors, should mention his / her Permanent Account Number allotted under the Income-Tax Act, 1961, irrespective of the amount of the application. CAFs without PAN will be considered incomplete and are liable to be rejected.

e) Investors are advised that it is mandatory to provide information as to their savings / current account number and the name of the bank with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in the refund orders, if any, after the names of the payees. Applications not containing such details are liable to be rejected. For Eligible Equity Shareholders holding Equity Shares in dematerialized form, such bank details will be drawn from the demographic details of the Eligible Equity Shareholder in the records of the Depository.

f) All payments should be made by cheque / DD only. Cash payment is not acceptable. In case payment is affected in contravention of this, the application may be deemed invalid and the application money will be refunded and no interest will be paid thereon.

g) Signatures should be either in English or Hindi or in any other language specified in the Eighth Schedule to the Constitution of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special Executive Magistrate under his/her official seal. The Eligible Equity Shareholders must sign the CAF as per the specimen signature recorded with our Company or the Depositories.

h) In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this Issue and to sign the application and a copy of the memorandum and articles of association and / or bye laws of such body corporate or society must be lodged with the Registrar to the Issue giving reference to the serial number of the CAF and folio numbers / DP ID and Client ID Number. In case the above referred documents are already registered with our Company, the same need not be furnished again. In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing Date, then the application is liable to be rejected. In no case should these papers be attached to the application submitted to the Bankers to the Issue.

i) 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 our Company. Further, in case of joint Investors who are Renouncees, the number of Investors should not exceed three. In case of joint applicants, reference, if any, will be made in the first Investor’s name and all communication will be addressed to the first Investor.

j) Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for allotment of Equity Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the matter of refund of application money, allotment of equity shares, subsequent issue and allotment of equity shares, interest, export of share certificates, etc. In case a Non- Resident or NRI Equity Shareholder has specific approval from the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.

k) All communications in connection with applications for the Equity Shares, including any change in addresses of the Eligible Equity Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the name of the first / sole Investor, folio numbers and CAF number. Please note that any intimation for change of address of the Eligible Equity Shareholders, after the date of allotment, should be sent to the Registrar to the Issue, in the case of Equity

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Shares held in physical form and to the respective Depository Participant, in case of Equity Shares held in dematerialized form.

l) Split forms cannot be re-split. m) Only the person or persons to whom the Equity Shares have been offered and not Renouncee(s) shall be entitled to obtain

split forms. n) Investors must write their CAF number at the back of the cheque / demand draft. o) Only one mode of payment per application should be used. The payment must be by cheque / demand draft drawn on any of

the banks, including a co-operative bank, which is situated at and is a member or a submember of the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be submitted.

p) A separate cheque / demand draft must accompany each CAF. Outstation cheques / demand drafts or postdated cheques and postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. (For payment against application in cash please refer point (f) above)

q) No receipt will be issued for application money received. The Bankers to the Issue / Collecting Bank / Registrar will acknowledge receipt of the same by stamping and returning the acknowledgment slip at the bottom of the CAF.

Do’s for NON-ASBA Investors:

a) Check if you are eligible to apply i.e. you are an Equity Shareholder on the Record Date; b) Read all the instructions carefully and ensure that the cheque/ draft option is selected in part A of the CAF and necessary

details are filled in; c) In the event you hold Equity Shares in dematerialised form, ensure that the details about your Depository Participant and

beneficiary account are correct and the beneficiary account is activated as the Rights Issue Equity Shares will be Allotted in the dematerialized form only;

d) Ensure that your Indian address is available to us and the Registrar, in case you hold Equity Shares in physical form or the depository participant, in case you hold Equity Shares in dematerialised form;

e) Ensure that the CAFs are submitted at the collection centres of the syndicate only on forms bearing the stamp of the Lead Manager;

f) Ensure that the value of the cheque/ draft submitted by you is equal to the (number of Rights Issue Equity Shares applied for) X (Issue Price of Rights Issue Equity Shares, as the case may be) before submission of the CAF;

g) Ensure that you receive an acknowledgement from the collection centers of the collection bank for your submission of the CAF in physical form;

h) Ensure that you mention your PAN allotted under the I.T. Act with the CAF, except for Applications on behalf of the Central and State Governments, residents of the state of Sikkim and officials appointed by the courts;

i) Ensure that the name(s) given in the CAF is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. In case the CAF is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the CAF;

j) Ensure that the demographic details are updated, true and correct, in all respects.

Don’ts for non-ASBA Investors:

a) Do not apply if you are in the United States of America or are not eligible to participate in the Issue the securities laws applicable to your jurisdiction;

b) Do not apply on duplicate CAF after you have submitted a CAF to a collection center of the collection bank; c) Do not pay the amount payable on application in cash, by money order or by postal order; d) Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground; e) Do not submit Application accompanied with Stock invest

Grounds for Technical Rejections for non-ASBA Investors Investors are advised to note that applications are liable to be rejected on technical grounds, including the following:

• Amount paid does not tally with the amount payable for; • Bank account details (for refund) are not given and the same are not available with the DP (in the case of dematerialized holdings) or the Registrar (in the case of physical holdings); • Age of first Investor not given while completing Part C of the CAFs; • PAN not mentioned for application of any value; • In case of application under power of attorney or by limited companies, corporate, trust, etc., relevant documents are not submitted;

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• If the signature of the existing shareholder on the CAF does not match with the records available with our Company and/or the Depositories and in case of application by Renouncees, if the signature of the Renouncers do not match with the records available with their Depositories; • If the Investor desires to have Equity Shares in electronic form, but the CAF does not have the Investor’s depository account details; • Application forms are not submitted by the Investors within the time prescribed as per the application form and the Letter of Offer; • Applications not duly signed by the sole / joint Investors; • Applications by OCBs unless accompanied by specific approval from RBI permitting the OCBs to participate in the Issue. • In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Investors (including the order of names of joint holders), the Depositary Participant’s identity (DP ID) and the beneficiary’s identity; • Applications that do not include the certification set out in the CAFs to the effect that the subscriber is not a US person, and does not have a registered address (and is not otherwise located) in the United States and is authorized to acquire the rights and the Securities in compliance with all applicable laws and regulations; • Applications which have evidence of being dispatched from the US; • Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and where a registered address in India has not been provided; • Applications where our Company believes that the CAF is incomplete or acceptance of such CAFs may infringe applicable legal or regulatory requirements; • Multiple applications • Applications by renouncees who are persons not competent to contract under the Indian Contract Act, 1872, including minors; and • Duplicate Applications, including cases where an Investor submits CAFs along with a plain paper application.

Mode of payment for Resident Eligible Equity Shareholders / Investors • All cheques / demand drafts accompanying the CAFs should be crossed ‘A/c Payee only’ and drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue”. • Investors residing at places other than places where the bank collection centres have been opened by our Company for collecting applications, are requested to send their applications together with Demand Draft for the full application amount, net of bank and postal charges crossed ‘A/c Payee only’ and drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue ” payable at Chennai directly to the Registrar to the Issue by registered post so as to reach them on or before the Issue Closing Date. Our Company or the Registrar to the Issue will not be responsible for postal delays or loss of applications in transit, if any. Mode of payment for Non-Resident Eligible Equity Shareholders / Investors Our Company is making this Issue of Equity Shares on a rights basis to the Eligible Equity Shareholders of our Company and will dispatch the Letter of Offer / Abridged Letter of Offer and the CAF to the Eligible Equity Shareholders who have provided an Indian address. Further, please refer to the paragraphs titled ‘Availability of duplicate CAF’ and ‘Application on Plain Paper’. As regards the application by non-resident Eligible Equity Shareholders / Investors, the following conditions shall apply: Application with repatriation benefits Payment by NRIs/ FIIs/ foreign investors must be made by demand draft / cheque payable at Chennai or funds remitted from abroad in any of the following ways: • By Indian Rupee drafts purchased from abroad and payable at Chennai or funds remitted from abroad (submitted along with Foreign Inward Remittance Certificate); or • By cheque / demand draft on a Non-Resident External Account (NRE) or FCNR Account maintained in Chennai; or • By Rupee draft purchased by debit to NRE / FCNR Account maintained elsewhere in India and payable in Chennai; or • FIIs registered with SEBI must remit funds from special non-resident rupee deposit account. • All cheques / demand drafts submitted by non-residents applying on repatriable basis should be drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue – NR” payable at Chennai and crossed ‘A/c Payee only’ for the amount payable. A separate cheque or bank draft must accompany each application form. Investors may note that where payment is made by drafts purchased from NRE/FCNR accounts as the case may be, an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/FCNR account should be enclosed with the CAF. In the absence of the above the application shall be considered incomplete and is liable to be rejected.

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In the case of non-residents who remit their application money from funds held in FCNR / NRE Accounts, refunds and other disbursements, if any shall be credited to such account details of which should be furnished in the appropriate columns in the CAF. In the case of NRIs who remit their application money through Indian Rupee Drafts from abroad, refunds and other disbursements, if any will be made in US Dollars at the rate of exchange prevailing at such time subject to the permission of RBI. Our Company will not be liable for any loss on account of exchange rate fluctuation for converting the Rupee amount into US Dollars or for collection charges charged by the Investor’s Bankers. Application without repatriation benefits As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above, payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Chennai or Rupee Draft purchased out of NRO Account maintained elsewhere in India but payable at Chennai. In such cases, the allotment of Equity Shares will be on non-repatriation basis. All cheques / demand drafts submitted by non-residents applying on non-repatriation basis should be drawn in favour of “PEIRCE LESLIE INDIA LIMITED - Rights Issue” payable at Chennai and must be crossed ‘A/c Payee only’ for the amount payable. The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. If the payment is made by a draft purchased from an NRO account, an Account Debit Certificate from the bank issuing the draft, confirming that the draft has been issued by debiting the NRO account, should be enclosed with the CAF. In the absence of the above, the application shall be considered incomplete and is liable to be rejected. New demat accounts shall be opened for Eligible Equity Shareholders who have had a change in status from resident Indian to NRI. Notes: • In cases where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity Shares can be remitted outside India, subject to tax, as applicable according to Income Tax Act, 1961. • In case Equity Shares are allotted on non-repatriation basis, the dividend and sale proceeds of the Equity Shares cannot be remitted outside India. • The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF. • In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance and subject to necessary approvals. Our Company is not responsible for any postal delay / loss in transit on this account and applications received through mail after closure of the Issue are liable to be rejected. Applications through mail should not be sent in any other manner except as mentioned above. The CAF along with the application money must not be sent to our Company or the Lead Manager or the Registrar except stated otherwise. The Investors are requested to strictly adhere to these instructions. Renouncees who are NRIs / FIIs / Non Residents should submit their respective applications either by hand delivery or by registered post with acknowledgement due to the Registrar to the Issue only at the below mentioned address alongwith the cheque / demand draft payable at Chennai so that the same are received on or before the closure of the Issue. Investment by FIIs In accordance with the current regulations, the following restrictions are applicable for investment by FIIs: The issue of Equity Shares under this Issue to a single FII should not exceed 10% of the post-Issue paid up capital of our Company. In respect of an FII investing in the Equity Shares on behalf of its subaccounts, the investment on behalf of each sub-account shall not exceed 10% of the total paid-up capital of our Company or 5% of the total issued capital in case such sub-account is a foreign corporate or an individual. In accordance with foreign investment limits applicable to our Company, the total FII investment cannot exceed 24% of the total paid-up capital of our Company. With the approval of the board and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. As of date, the FII investment in our Company is limited to 24% of the total paid-up capital of our Company.

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Investment by NRIs Investments by NRIs are governed by the Portfolio Investment Scheme under Regulations 5 and 6 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. Impersonation As a matter of abundant caution, attention of the Investors is specifically drawn to the provisions of subsection (1) of section 68A of the Companies Act which is reproduced below: “ Any person who makes in a fictitious name an application to a Company for acquiring, or subscribing for, any shares therein, or otherwise induces a Company to Allot, or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”. Payment by Stockinvest In terms of RBI Circular DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the Stockinvest Scheme has been withdrawn. Hence, payment through Stock Invest would not be accepted in this Issue. Disposal of application and application money The Board reserves the right to reject applications in case the application concerned is not made in terms of this Letter of Offer. In case an application is rejected in full the whole of the application money received will be refunded to the first named applicant and where an application is rejected in part, the excess application money will be refunded to the first named applicant within 15 days from the date of closure of the subscription list in accordance with Section 73 of the Act. If there is delay of refund of application money by more than 8 days after our Company becomes liable to pay (i.e. forty-two days after the closure of Issue), the Company will pay interest for the delayed period at the rate prescribed under sub-Section (2) and (2A) of Section 73 of the Act. The subscription monies received in respect of this Issue will be kept in a separate bank account and the Company will not have access to nor appropriate the funds until it has satisfied the Stock Exchange with suitable documentary evidence that minimum subscription of 90% of the application money for the Issue has been received. No acknowledgment will be issued for the application monies received by our Company. However, the Bankers to the Issue at its collection branches to the Issue receiving the CAF as applicable as per the terms of this Letter of Offer, will acknowledge its receipt by stamping and returning the acknowledgment slip at the bottom of each CAF.Except for the reasons stated under “Grounds for Technical Rejections for non ASBA investors” on page 152 of this Letter of Offer and subject to valid application, acknowledgement of receipt of application money given by the collection agent shall be valid and binding on issuer and other persons connected with the Issue. Letters of allotment or refund orders We will issue and dispatch Allotment advice/ share certificates/demat credit and/or letters of regret along with refund order or credit the Allotted Rights Issue Equity Shares to the respective beneficiary accounts, if any, within a period of 15 days from the Issue Closing Date. If such money is not repaid within eight days from the day we become liable to repay it, (i.e. 15 days after the Issue Closing Date or the date of the refusal by the Stock Exchange(s), whichever is earlier) we and every Director who is an officer in default shall, on and from expiry of eight days, be jointly and severally liable to pay the money with interest @ 15% for the delayed period, as prescribed under the Companies Act. Investors residing at centers where clearing houses are managed by the RBI will get refunds through National Electronic Clearing Service (“NECS”) except where Investors have not provided the details required to send electronic refunds. In case of those Investors who have opted to receive their Rights Entitlement in dematerialized form using electronic credit under the depository system, advice regarding their credit of the Rights Issue Equity Shares shall be given separately. Investors 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 within 15 days of the Issue Closing Date. In case of those Investors who have opted to receive their Rights Entitlement in physical form and we issue letter of allotment, the corresponding share certificates will be kept ready within three months from the date of Allotment thereof or such extended time as may be approved by the Company Law Board under Section 113 of the Companies Act or other applicable provisions, if any. Investors are requested to preserve such letters of allotment, which would be exchanged later for the share certificates. For more information, please refer to the Chapter titled “Terms of the Issue” on page 140

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The letter of allotment / refund order would be sent by registered post/speed post to the sole/first Investor’s registered address. Such refund orders would be payable at par at all places where the applications were originally accepted. The same would be marked ‘Account Payee only’ and would be drawn in favour of the sole/first Investor. Adequate funds would be made available to the Registrar to the Issue for this purpose. For Non-Resident Applicants, refunds, if any, will be made as under: • Where applications are accompanied by Indian Rupee Drafts purchased abroad and payable at Chennai, India, refunds will be made in convertible foreign exchange equivalent to Indian Rupees to be refunded. Indian Rupees will be converted into foreign exchange at the rate of exchange, which is prevailing on the date of refund. The exchange rate risk on such refunds shall be borne by the concerned applicant and our Company shall not bear any part of the risk. • Where the applications made are accompanied by NRE/FCNR/NRO cheques, refunds will be credited to NRE/FCNR/NRO accounts respectively, on which such cheques are drawn and details of which are provided in the CAF. Mode of Payment of Refund Applicants should note that on the basis of name of the applicant, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Composite Application Form, the Registrar to the Issue will obtain from the depositories the applicant’s bank account details including nine digit MICR code. Hence, applicants are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to applicant at the applicant’s sole risk and neither the Lead Manager nor our Company shall have any responsibility and undertake any liability for the same. The payment of refund, if any, shall be undertaken in any of the following manners: 1. NEFT: Payment of refund shall be undertaken through National Electronic Fund Transfer (NEFT) wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR) , if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the Demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. 2. ECS/NECS: Payment of refund would be done through ECS/NECS for applicants having an account at any of the centres where such facility is made available. This mode of payment of refunds would be subject to availability of complete bank account details including the nine-digit MICR code as appearing on a cheque leaf from the Depository. The payment of refund through ECS/NECS is mandatory for applicants having a bank account at any of the centres, except where the applicant is otherwise disclosed as eligible to receive refunds through direct credit or RTGS. 3.Direct Credit: Applicants having bank accounts with the Banker(s) to the Issue / Refund Banker(s), as appointed by our Company, shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Banker(s) to the Issue / Refund Banker(s) for the same would be borne by the Issuer.

4. RTGS: Applicants having a bank account at any of the abovementioned fifteen centers and whose refund amount exceeds ` 50 Lacs, have the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through TGS are required to provide the IFSC code in the CAF. In the event the same is not provided, refund shall be made through ECS. Charges, if any, levied by the Banker(s) to the Issue / Refund Banker(s) for the same would be borne by such applicant opting for RTGS as a mode of refund. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders shall be dispatched under Certificate of Posting for value up to ` 1,500 and through Speed Post/ Registered Post for refund orders of ` 1,500 and above. Such refunds will be made by cheques, pay orders or demand drafts drawn on the refund banker as appointed by our Company, and payable at par.

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Interest in case of delay in allotment /dispatch If there is delay in the refund of subscription by more than 8 days after our Company becomes liable to pay the subscription amount (i.e. fifteen days) after closure of the issue, our Company will pay interest @ 15% for the delayed period, as prescribed under sub-sections (2) and (2A) of Section 73 of the Companies Act, 1956. Undertaking Our Company undertakes that:

A. The complaints received in respect of the Issue shall be attended to by the issuer company expeditiously and satisfactorily. B. All steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where

the securities are to be listed are taken within seven working days of finalization of basis of allotment. C. Funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the

Registrar to the issue by the issuer. D. Where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the applicant after

closure of the issue, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;

E. At any given time there shall be only one denomination for the shares of our Company F. It shall comply with such disclosure and accounting norms specified by SEBI from time to time.

The Issuer and Lead Manager shall update the Letter of Offer and keep the investors informed of any material changes till the listing and trading commences. Important • Please read this Letter of Offer carefully before taking any action. The instructions contained in the accompanying Composite Application Form (CAF) are an integral part of the conditions of this Letter of Offer and must be carefully followed; otherwise the application is liable to be rejected. • All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first Equity Shareholder as mentioned on the CAF and super scribed “PEIRCE LESLIE INDIA LIMITED - Rights Issue” on the envelope) to the Registrar to the Issue at the following address: CAMEO CORPORATE SERVICES LIMITED Subramaniam Building No.1 Club House Road, Chennai 600 002 It is to be specifically noted that this Issue of Equity Shares is subject to the section entitled ‘Risk Factors’ beginning on page 11 of this Letter of Offer. The Issue will not be kept open for 29 days unless extended, in which case it will be kept open for a maximum of 30 days.

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SECTION X - OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Letter of Offer) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Corporate Office of our Company situated from 10.00 a.m. to 5.00 p.m., from the date of this Letter of Offer until the Issue Closing Date, on all working days. A.MATERIAL CONTRACTS

1. Engagement letter dated December 31, 2012 appointing MUNOTH FINANCIAL SERVICES LIMITED as the Lead Manager to the Rights Issue. 2. A Copy Memorandum of Understanding dated January 9, 2013 between the Company and Munoth Financial Services Limited. 3. A Copy Memorandum of Understanding dated March 1, 2013 between the Company and Cameo Corporate Services Limited as Registrar to the Issue . 4.Tripartite Agreement dated September 23, 2001 between the Company, Cameo Corporate Services Limited and CDSL to establish direct connectivity with CSDL.

5. Tripartite Agreement dated October 29, 2001 between the Company, cameo Corporate Services Limited and NSDL to establish direct connectivity with NSDL. B. DOCUMENTS FOR INSPECTION 1.Copy of Memorandum and Articles of Association of PEIRCE LESLIE INDIA LIMITED.

2. A Copy of the resolution passed at the meeting of Board of Directors of our Company held on December 31, 2012 for approving the Rights Issue. 3.Consents of the Directors, Statutory Auditors, , Company Secretary, Compliance Officer, Lead Manager to the Issue, Bankers to the Issue, Registrars to the Issue and to include their names in the Letter of Offer and to act in their respective capacities.

4. Copies of the Annual Reports of our Company for the years ended March 31, 2008, 2009, 2010, 2011 and 2012. 5. Letter dated February 4, 2013 from the Auditor of our Company confirming the Statement of Tax Benefits as disclosed in this Letter of Offer. 6. The Report of the Auditors dated May 30, 2012 and May 30, 2013 as set out herein in relation to the audited financials of our Company for the FY 2011-12 and year ended March 31, 2013 respectively 7. In-principle approval from MSE vide its letter no: MSE/LD/PSK/738/079/12 dated April 1, 2013 for listing of securities offered in this issue. 8. SEBI Observation Letter No. SRO/DIL/2013 dated August 5, 2013 issued by SEBI for the Issue. 9. Due Diligence Certificate dated March 4, 2013 from the Lead Manager. 10. Certificate from the Statutory Auditor stating all the Accounting Policies adopted by the issuer company in the preparation of financial statement disclosed in the Letter of Offer are in Compliance with the applicable Accounting Standards. 11. Copy of the offer document of the preceding rights issue by the Company

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11. Valuation report dated February 7, 2013 for issue of shares on right basis to non-promoter share holders arrived by Munoth Financial Services Limited Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so required in the interest of the Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes. C. Time and place at which the contracts, together with documents, will be available for inspection from the date of Letter of Offer until the date of closing of the subscription list at the Registered Office of the Company. PEIRCE LESLIE INDIA LIMITED DECLARATION No Statement made in this Letter of Offer contravenes any of the provisions of the Companies Act, 1956 and the rules made there under. All the legal requirements connected with the issue as also the guidelines, instructions, etc. issued by SEBI, Government and any other competent authority in this behalf, have been duly complied with. All the Directors, Company Secretary of the Company certify that all disclosures made in the Letter of Offer are true and correct. Yours truly, FOR PEIRCE LESLIE INDIA LIMITED Signed by all the Directors V VENUGOPAL V SUDHAKAR, MANAGING DIRECTOR V MOHAN CHANDRAN B ROBERT RAJA RADHA BALAKRISHNAN Place: CHENNAI Date: 21/08/2013