LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is sent to you as equity shareholder(s) / beneficial owners of Equity Shares of GUJARAT PETROSYNTHESE LIMITED (“GPL” / “Company”) in accordance with SEBI (Buy-Back of Securities) Regulations, 1998, as amended. If you require any clarifications about the action to be taken, you may consult your stock broker or investment consultant or Manager to the Buy-back Offer or the Registrar to the Offer. In case you have recently sold all your shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement and Transfer Deed to the member of the stock exchange through whom the said sale was effected.

GUJARAT PETROSYNTHESE LIMITEDRegistered Office: 24, 11 Main Phase 1, Doddanekkundi Industrial Area, Mahadevapura Post, Bangalore - 560 048

Tel. No.: +91 80 2852 4133, Fax No.: +91 80 2852 4171; Email: secretarial@gujaratpetrosynthese.com Contact Person: Mr. Pradeepkumar T. K., Compliance Officer; Website: www.gpl.in

MAKES A CASH OFFER AT Rs.40/- PER SHARE

TO BUY-BACK UP TO

1,211,762 FULLY PAID-UP EQUITY SHARES OF RS. 10/- EACH

• Cash offer to Buy-back up to maximum of 1,211,762 equity shares of Rs.10 each fully paid, at a price of Rs.40/- (Rupees Forty Only) per share aggregating to Rs.484.70 Lacs which represents 25% of the paid-up share capital and free reserves of the Company as on March 31, 2009, through the Tender Offer Route on a proportionate basis, (the “Buy-back Offer”).

• Shares proposed to be bought back constitute 20.13% of the total number of issued, subscribed and paid up Shares of the Company as on December 31, 2009.

• This Letter of Offer is being sent to the equity shareholders / Beneficial Owners of equity shares of the Company as on the Specified Date i.e. March 26, 2010.

• The payment of consideration shall be made through ECS (subject to availability of all information for crediting the funds), demand drafts / pay order, or similar instruments payable at par at all the centers where the Company is accepting applications.

• The Offer is pursuant to SEBI (Buy Back of Securities) Regulations, 1998 and subsequent amendments as well as in accordance with provisions of Sections 77A, 77AA and 77B and all other applicable provisions, if any, of the Companies Act, 1956 and the relevant provisions of the Memorandum of Association and Articles of Association of the Company and subject to such other approvals, permissions and sanctions as may be necessary.

• A copy of the Public Announcement issued on February 24, 2010 and this Letter of Offer (including the Form of Acceptance-cum-Acknowledgement and Withdrawal Form) is expected to be available at SEBI’s website (www.sebi.gov.in) during the period the Buy-back is open.

• Form of Acceptance-cum-Acknowledgement, Withdrawal Form and ECS Mandate Form is enclosed together with this document.

• Shareholders are advised to refer to Section XIX on Statutory Approvals and Section XXIV on Note on Taxation before tendering their Shares in the Buy-back.

BUY-BACK OPENS ON: APRIL 19, 2010 (MONDAY)BUY-BACK CLOSES ON: MAY 18, 2010 (TUESDAY)

LAST DATE OF RECEIPT OF COMPLETED ACCEPTANCE FORM: MAY 18, 2010 (TUESDAY)

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

KARVY INVESTOR SERVICES LIMITED“ Karvy House ”, 46, Avenue 4, Street No. 1,Banjara Hills, Hyderabad - 500 034Tel. No.: +91-40-2342 8774 Fax No.: +91-40-2337 4714Email: cmg@karvy.com Contact Person: Mr. Ghanshyam Kapadia / Mr. M. P. Naidu / Mr. Chintan B. HefaSEBI Registration Number: INM000008365

BIGSHARE SERVICES PVT. LTD.

E-2, Ansa Industrial Estate,Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072Tel: +91-22-404 30 200 / 2847 0652 Fax: +91-22-2847 5207E-Mail: openoffer@bigshareonline.com Contact Person : Babu RaphaelSEBI Reg. No.: INR000001385

This Tender Offer is in accordance with Article 26A of the Articles of Association, Sections 77A, 77AA & 77B of the Companies Act, 1956 and Regulation 8 of the SEBI (Buy-Back of Securities) Regulations, 1998, as amended.

INDEX

SR. NO. PARTICULARS PAGE NO.

I SCHEDULE OF ACTIVITIES 1

II KEY DEFINITIONS 1

III DISCLAIMER CLAUSE 2

IV DETAILS OF RESOLUTION PASSED AT BOARD MEETING 2

V DETAILS OF PUBLIC ANNOUNCEMENT 4

VI DETAILS OF THE BUY-BACK OFFER 4

VII AUTHORITY FOR THE BUY-BACK 4

VIII SEBI ORDER GRANTING EXEMPTION TO THE PROMOTERS FROM MAKING A PUBLIC OFFER

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IX NECESSITY FOR THE BUY-BACK 5

X MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF BUY-BACK ON THE COMPANY

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XI BASIS FOR CALCULATING BUY-BACK PRICE 6

XII SOURCES OF FUNDS 6

XIII DETAILS OF ESCROW ACCOUNT AND AMOUNT DEPOSITED THEREIN 6

XIV FIRM FINANCING ARRANGEMENTS 6

XV CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 6

XVI BRIEF INFORMATION ABOUT THE COMPANY 7

XVII FINANCIAL INFORMATION 9

XVIII STOCK MARKET DATA 10

XIX STATUTORY APPROVALS 11

XX REGISTRAR TO THE BUY-BACK 11

XXI COLLECTION CENTRES 11

XXII PROCESS AND METHODOLOGY FOR THE BUY-BACK 12

XXIII PROCEDURE FOR TENDERING SHARES AND SETTLEMENT 12

XXIV NOTE ON TAXATION 15

XXV DECLARATION BY THE BOARD OF DIRECTORS 16

XXVI AUDITORS CERTIFICATE 16

XXVII MATERIAL DOCUMENTS FOR INSPECTION 17

XXVIII COMPLIANCE OFFICER 17

XXIX REMEDIES AVAILABLE TO SHAREHOLDERS / BENEFICIAL OWNERS 18

XXX INVESTOR SERVICE CENTRE 18

XXXI MANAGER TO THE BUY-BACK 18

XXXII DIRECTORS RESPONSIBILITY STATEMENT 18

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I. SCHEDULEOFACTIVITIES

Activity Date Day

Board Meeting approving the Buy-back July 27, 2009 MondaySpecial Resolution passed by shareholders by Postal Ballot approving the Buy-back September 4, 2009 FridayPublic Announcement for Buy-back February 24, 20�0 WednesdaySpecified Date March 26, 20�0 FridayBuy-backOpenson April �9, 20�0 MondayLast Date of Withdrawal May �3, 20�0 ThursdayBuy-backCloseson May �8, 20�0 TuesdayLast Date of Intimation regarding Acceptance / Non-acceptance and Dispatch of Consideration/Share Certificates

May 24, 20�0 Monday

Last Date of Extinguishment of Certificates June �, 20�0 Tuesday

The Specified Date is March 26, 2010. The Letter of Offer will be sent to those members of the Company who are registered as equity shareholders of the Company and those who are beneficial owners of the equity shares as per the records of the Company.

II. KEYDEFINITIONS

Term Description

Act The Companies Act, �956, as amended from time to timeArticles Articles of Association of the CompanyASE Ahmedabad Stock Exchange LimitedBoard Board of Directors of the Company BSE Bombay Stock Exchange LimitedBuy-back Offer / Buy-back / Offer

Offer by Gujarat Petrosynthese Limited to Buy-back 1,211,762 equity shares of face value of Rs. 10/- each at a price of Rs. 40/- per Equity Share from the shareholders of the Company through Tender Offer Route on a proportionate basis

ECS Electronic Clearing ServiceESOPs Employees’ Stock Options PlanEligible Person(s) Person(s) eligible to participate in the Buyback and would mean all shareholders (registered

and unregistered) / beneficial owners of Equity SharesEscrow Account The escrow account opened with HDFC Bank LimitedEquity Shares/ Shares Fully paid Equity Shares of face value of Rs.10/- each of Gujarat Petrosynthese LimitedForm Form of Acceptance-cum-AcknowledgementGPL/ the Company Gujarat Petrosynthese LimitedIT Act Income Tax Act, 1961, as amended LOF / Offer Document Letter of OfferManager to the Buy-back / Offer

Karvy Investor Services Limited

Offer Price / Buy-back Price

Price at which the equity shares will be bought back from the shareholders of the Company on a proportionate basis i.e. Rs. 40/- (Rupees Forty only) per share

Offer Size / Buy-back Size Number of equity shares proposed to be bought back multiplied by the Offer Price aggregating to Rs. 484.70 lacs (Rupees Four Crore Eighty Four Lacs and Seventy Thousand Only)

PA / Public Announcement Public Announcement regarding the Buy-back dated February 24, 20�0 issued in Financial Express (English), Jansatta (Hindi) and Times of India (Kannada).

RBI Reserve Bank of IndiaRegistrar to the Buy-back / Offer

Bigshare Services Pvt. Ltd.

Regulations or SEBI Regulations

The Securities & Exchange Board of India (Buy Back of Securities) Regulations, 1998, as amended

SEBI Securities and Exchange Board of India

Specified Date The date for the purpose of determining the names of the shareholders to whom the Letter of Offer and Tender Offer Form will be sent i.e. Friday, March 26, 2010

Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

VSE Vadodara Stock Exchange Limited

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III. DISCLAIMERCLAUSE

ASREQUIRED,ACOPYOFTHISLETTEROFOFFERHASBEENSUBMITTEDTOSECURITIESANDEXCHANGEBOARDOFINDIA.

ITISTOBEDISTINCTLYUNDERSTOODTHATSUBMISSIONOFTHELETTEROFOFFERTOSEBISHOULDNOT,INANYWAYBEDEEMEDORCONSTRUEDTHATTHESAMEHASBEENCLEAREDORAPPROVEDBYSEBI.SEBIDOESNOTTAKEANYRESPONSIBILITYEITHERFORTHEFINANCIALSOUNDNESSOFTHECOMPANYTOMEETTHEBUY-BACKCOMMITMENTSORFORTHECORRECTNESSOFTHESTATEMENTSMADEOROPINIONSEXPRESSEDINTHEOFFERDOCUMENT.THEMANAGERTOTHEOFFER,KARVYINVESTORSERVICESLIMITED,HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENTARE GENERALLYADEQUATEANDAREINCONFORMITYWITHTHEPROVISIONSOFTHECOMPANIESACT,1956ANDSEBI(BUYBACKOFSECURITIES) REGULATIONS, 1998, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TOTAKEANINFORMEDDECISIONFORTENDERINGTHEIRSHARESINTHEBUY-BACK.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLEFORTHECORRECTNESS,ADEQUACYANDDISCLOSUREOFALLRELEVANT INFORMATION INTHEOFFERDOCUMENT,THEMANAGERTOTHEOFFERISEXPECTEDTOEXERCISEDUEDILIGENCETOENSURETHATTHECOMPANYDISCHARGESITSDUTYADEQUATELYINTHISBEHALFANDTOWARDSTHISPURPOSE,THEMANAGERTOTHEOFFER,KARVYINVESTORSERVICESLIMITED,HASFURNISHEDTOSEBIADUEDILIGENCECERTIFICATEDATEDMARCH05,2010INACCORDANCEWITHSEBI(BUYBACKOFSECURITIES)REGULATIONS,1998WHICHREADSASFOLLOWS:

“WE HAVE EXAMINED VARIOUS DOCUMENTSAND MATERIAL PAPERS RELEVANT TO THIS BUY-BACK,ASPARTOFTHEDUEDILIGENCECARRIEDOUTBYUSINCONNECTIONWITHTHEFINALISATIONOFTHEPUBLICANNOUNCEMENTANDTHELETTEROFOFFER.ONTHEBASISOFSUCHEXAMINATIONANDTHEDISCUSSIONSWITHTHECOMPANY,WEHEREBYSTATETHAT:

• THEPUBLICANNOUNCEMENTANDTHELETTEROFOFFERAREINCONFORMITYWITHTHEDOCUMENTS,MATERIALSANDPAPERSRELEVANTTOTHEBUY-BACKOFFER;

• ALLTHELEGALREQUIREMENTSCONNECTEDWITHTHESAIDOFFERINCLUDINGSEBI(BUY-BACKOFSECURITIES)REGULATIONS,1998,HAVEBEENDULYCOMPLIEDWITH.

• THEDISCLOSURESINTHEPUBLICANNOUNCEMENTANDTHELETTEROFOFFERARE,TOTHEBESTOFOURKNOWLEDGE,TRUE,FAIRANDADEQUATEINALLMATERIALRESPECTSFORTHESHAREHOLDERSOFTHECOMPANYTOMAKEAWELLINFORMEDDECISIONINRESPECTOFTHEBUY-BACK.

• FUNDSUSEDFORBUY-BACKSHALLBEASPERTHEPROVISIONSOFTHECOMPANIESACT.”

THEFILINGOFOFFERDOCUMENTWITHSEBI,DOESNOTHOWEVER,ABSOLVETHECOMPANYFROMANYLIABILITIES UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OFOBTAININGSUCHSTATUTORYOROTHERCLEARANCESASMAYBEREQUIREDFORTHEPURPOSEOFTHEPROPOSEDBUY-BACK.

PROMOTERS/DIRECTORSDECLAREANDCONFIRMTHATNO INFORMATION/MATERIALLIKELYTOHAVEABEARINGONTHEDECISIONOFINVESTORSHASBEENSUPPRESSED/WITHHELDAND/ORINCORPORATEDIN THE MANNER THAT WOULDAMOUNT TO MISSTATEMENT/ MISREPRESENTATIONAND IN THE EVENT OFIT TRANSPIRING AT ANY POINT OF TIME THAT ANY INFORMATION/ MATERIAL HAS BEEN SUPPRESSED/WITHHELDAND/ORAMOUNTS TOA MIS-STATEMENT/ MISREPRESENTATION, THE PROMOTERS/DIRECTORSANDTHECOMPANYSHALLBELIABLEFORPENALTY INTERMSOFTHEPROVISIONSOFTHECOMPANIESACT,1956ANDTHESEBI(BUYBACKOFSECURITIES)REGULATIONS,1998.

PROMOTERS / DIRECTORS ALSO DECLARE AND CONFIRM THAT FUNDS BORROWED FROM BANKS ANDFINANCIALINSTITUTIONS,IFANY,WILLNOTBEUSEDFORTHEBUY-BACK.

IV. DETAILSOFRESOLUTIONPASSEDATBOARDMEETING

The Buy-back through a tender offer has been duly authorised by resolution passed by the Board of Directors of the Company at their meeting held on July 27, 2009. The details of the relevant resolutions passed are given below:

ResolutionpassedattheBoardMeetingheldonJuly27,2009

RESOLVED that in accordance with the provisions of the Articles of Association of the Company, Section 77A, 77AA, 77B and other applicable provisions, if any, of the Companies Act, 1956 (“Act”) and the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (Buy Back Regulations) (including any statutory modification(s) or re-enactment of the Act or Buy-back Regulations, for the time being in force) and subject to the approval of the members through postal ballot and such other approvals, permissions and sanctions as may be necessary, the consent of the Board of Directors of the Company (which expression shall be deemed to include a Committee of Directors of the Company constituted for this purpose) be and is hereby accorded to purchase the company’s own fully paid equity

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shares of face value of Rs. 10/- each not exceeding 1,211,762 equity shares of a Company at a fixed price of Rs. 40/- per share through Tender Route and the total aggregate amount not exceeding 25% of the total paid-up capital and free reserves of the Company and not exceeding 25% of the total paid-up equity capital as per the audited balance sheet as on March 31, 2009.

In this connection the Board has made a full enquiry into the affairs and prospects of the Company and has formed the following opinion:

1. That immediately following the date on which the General Meeting is convened there will be no grounds on which the Company would be found unable to pay its debts;

2. As regards the Company’s prospects for the year immediately following that date, having regard to the Board’s intentions with respect to the management of the Company’s business during that year and to the amount and character of the financial resources which will in view of the Board be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered its liabilities within a period of one year from that date and confirm further;

3. That in forming an opinion as aforesaid, the Directors have taken into account the liabilities as if the Company was being wound up under the provisions of the Companies Act, 1956 (including prospective and contingent liabilities).

RESOLVED FURTHER THAT the Company may implement the Buy-back from out of its Securities Premium account and other free reserves and that the Buy-back be through “tender offer methodology” in such manner as may be prescribed under the Act and the Buy-back regulations.”

RESOLVED FURTHER THAT Mr. Pradeepkumar T.K, be and is hereby appointed as the Compliance Officer for the buy-back.

RESOLVED FURTHER THAT Dr. R M Thakkar, Chairman and Managing Director, or Ms. Urmi N Prasad Executive Director, or Ms. Ursula Thakkar Executive Director, Mr. Pradeepkumar T.K., Compliance officer of the Company, be and are hereby severally authorized to do all such acts deeds and things as may be necessary, expedient or proper with regard to the implementation of the buy back, including:

1. The appointment of Merchant Bankers, Brokers, Solicitors, Registrars, Advertisement Agency, Compliance Officer and other Advisors, Consultants or Representatives.

2. The initiating of all necessary actions for preparation and issue of Postal Ballot Notice and Public Announcement and Letter of Offer.

3. The filing of Public Announcement, Letter of Offer and also the certificates for Declaration of Solvency with the Securities and Exchange Board of India, Stock Exchanges and other appropriate authorities.

4. The making of all applications to the appropriate authorities for their requisite approvals.

5. The opening, operation and closure of all necessary accounts such as Broking account and Demat account.

6. Extinguishment of share certificates and filing of Certificates of Extinguishment required to be filed in connection with the buy-back and such other undertakings, agreements, papers, forms, documents and correspondences as may be necessary for the implementation of the buy-back to the appropriate authorities.

7. To settle all such questions, difficulties or doubts that may arise in relation to the implementation of the buy-back.

8. To do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary, expedient, usual or proper.

9. To delegate all or any of the authorities conferred as above to any Officer(s) / Authorized Representative(s) of the Company to give effect to the aforesaid resolution or to accept any change(s) or modification(s) as may be suggested by the appropriate authorities or Advisors.

FURTHER RESOLVED THATKarvy Investor Services Limited be and is hereby appointed as Merchant Banker to deal with the above said Buy-back offer and to seek permission of SEBI for the same and that Dr. R.M. Thakkar, Chairman and Managing Director, or Ms. Urmi N Prasad Executive Director, or Ms. Ursula Thakkar Executive Director, be and are hereby severally authorized to finalise terms and conditions of appointment of Merchant Banker to the above said offer, including remuneration to this assignment.

FURTHER RESOLVED THAT Mr. A V Sundaresh, Practising Company Secretary, of Bangalore be and is hereby appointed as Scrutinizer to give report on the outcome of the Postal Ballot to be undertaken for the purpose of Buy back and that that Dr. R.M. Thakkar, Chairman and Managing Director, or Ms. Urmi N Prasad, Executive Director, or Ms. Ursula Thakkar, Executive Director, be and are hereby severally authorized to finalise the terms and conditions of his appointment as Scrutinizer including remuneration to this assignment.

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V. DETAILSOFPUBLICANNOUNCEMENT

The Public Announcement regarding the Buy-back was issued in Financial Express (English), Jansatta (Hindi) and Times of India (Kannada) on February 24, 2010.

VI. DETAILSOFTHEBUY-BACKOFFER

1. Gujarat Petrosynthese Limited (“GPL” or “the Company”) hereby announces the Buy-back of 1,211,762 fully paid-up equity shares of the face value of Rs.10/- each from the existing owners of the Equity Shares of Gujarat Petrosynthese Limited (“Buy-back”) through a Tender Offer, pursuant to Memorandum of Association and Articles of Association of the Company and in accordance with Sections 77A, 77AA and 77B of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and subject to such other approvals, permissions and sanctions as may be necessary, at a price of Rs.40/- per equity share (“Buy-backPrice”) payable in cash, for an aggregate amount of Rs. 484,70,480/- (Rupees Four Crores Eighty Four Lacs Seventy Thousand and Four Hundred and Eighty only) (“Buy-backSize”). The Buy-back size represents 25% of the existing paid-up equity share capital and free reserves of the Company as on March 31, 2009. The aggregate number of shares to be bought back by the Company under the Buy-back is 1,211,762 which is not more than 25% of the Company’s total paid-up equity shares as on March 3�, 2009, being the date of the last Audited Balance Sheet of the Company prior to the shareholder resolution dated September 4, 2009 approving the Buy-back. The number of shares to be bought back would constitute 20.13% of the total issued, subscribed and paid up shares of the Company as on December 31, 2009.

2. In terms of the Regulations, under Tender Offer Route, the Promoters have the option to participate in the Buy-back. However, the Promoters have consented not to participate in the Buy-back vide their letter dated November 25, 2009.

3. The Buy-back is through Tender Offer Route and the Specified Date is March 26, 2010.

4. The Buy-back is made to all Eligible Persons. The procedure for the buy-back is described in Sections XXII and XXIII

5. The shares proposed to be bought back will be bought back on proportionate basis with all their benefits and must be free from all liens, charges and encumbrances.

6. The aggregate shareholding of the Promoters / Promoter Group as on the date of the Letter of Offer is 2,073,021 Shares, representing 34.44% of the paid-up share capital of the Company.

7. Assuming full response to the Buy-back Offer, the post Buy-back aggregate shareholding of the Promoters / Promoter Group will increase to 43.12% of the total paid-up share capital of the Company. Thus, the public holding would be above the minimum level required as per the listing conditions/agreement.

VII. AUTHORITYFORTHEBUY-BACK

Pursuant to Section 77A, 77AA and 77B and the other applicable provisions of the Act, the Regulations and Article 26A of the Articles of Association of the Company, the Buy-back through a tender offer has been duly authorised by:

a. Resolution passed by the Board of Directors of the Company at their Meeting held on July 27, 2009.

b. A Special resolution passed by the shareholders of the Company by Postal Ballot, the results of which were announced on September 4, 2009.

VIII. SEBIORDERGRANTINGEXEMPTIONTOTHEPROMOTERSFROMMAKINGAPUBLICOFFER

Ms. Sharayu R. Thakkar, Ms. Urmi N. Prasad, Mr. Rameshchandra M. Thakkar, Ms. Ursula R. Thakkar, Mr. N. Rajendra Prasad, Mr. Ravindrarai B. Mehta, Mr. N. Ranga Prasad, Mr. Ravi Prasad, Ms. Nuthakki Anantha Lakshmi, Mr. Umakant Damodar Shirodkar, Mr. Adhik Narayan Shirodkar, Mr. Rajendra Adhik Shirodkar, Ms. Shaila Arun Powle, Mr. Deepak Vijay Pandya, Ms. Pushpa Vijay Pandya, Mr. Vijay Hiralal Pandya, Mr. Raghavendra Indukumar Thakkar, Ms. Indukumar B. Thakkar, Ms. Ushaben R. Thakkar, M/s Multichem Private Limited, M/s Guardian Finance Limited, M/s Seagull Travels & Tours Private Limited, Ms. Charita Thakkar/ Charita Hemmady, Ms. Smita Prakash Mayekar, Ms. M.H. Mehta, Mr. Hemchandra Mehta, Mr. Shriram Umakant Shirodkar and Ms. Shakuntala Umakant Shirodkar collectively hold 34.44% of the paid-up capital of the Company.

Pursuant to the amendments with reference number LAD-NRO/GN/2008/26/142801 to regulation 11(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (“Takeover Regulations”) effective from October 30, 2008, the promoters of a company are permitted to acquire additional shares or voting rights entitling them up to 5% voting rights in the company promoted by the said promoters provided that the increase in the shareholding or voting rights of the promoters are pursuant to a Buy-back of the shares of the company subject to the post acquisition shareholding of the Promoters not exceeding beyond 75%. Subsequent to the proposed Buy-back of up to 1,211,762 equity shares by the Company, the increase in shareholding of the Promoters of the Company would be more than the exemption limit of 5% but the emerging Promoter holding will remain with the 75% limit of post Buy-back.

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In view of above, the Promoters vide their letter dated October 12, 2009 filed an application with SEBI seeking exemption from the provisions of Chapter III of the Takeover Regulations.

SEBI has vide its order CFD/DCR/TO/EG/187520/2009 dated December 16, 2009 granted an exemption to the Promoters from making a public offer in terms of the provisions of the Takeover Regulations with regard to their increase in shareholding from 34.44% to 43.12% of the paid-up capital of the Company, consequent to the Buy-back Offer.

The Company, accordingly and through the Public Announcement and the Letter of Offer proposes to Buy-back maximum 1,211,762 equity shares, which will increase the Promoter holding to within the limits exempted by SEBI.

IX. NECESSITYFORBUY-BACK

The Buy-back is being implemented in keeping with the Company’s desire to enhance overall Shareholder value in an investor friendly manner.

The Buy-back is expected to (a) maximize returns to the investors and enhance overall shareholder value by returning surplus funds to the shareholders in an investor-friendly manner and (b) reduce outstanding number of Equity Shares and consequently increase Earnings per Share and the return on investment in future thereby creating long term value for the continuing shareholders. The Buy back is also a reflection of confidence of the management in the future growth prospects of the Company.

X. MANAGEMENTDISCUSSIONANDANALYSISONLIKELYIMPACTOFTHEBUY-BACKONTHECOMPANY

1. The Buy-back is not likely to cause any material impact on the profitability of the Company, except the loss of other income, if any, on the amount of cash to be utilized for the Buy-back.

2. The Buy-back is not expected to impact growth opportunities for the Company.

3. The Buy-back is expected to contribute to the overall enhancement of shareholder value, and is expected to result in an increase in the return on equity of the Company.

4. In terms of the Regulations, under the Tender Offer Route, the promoters have the option to participate in the Buy-back. In this regard, the Promoters have informed vide their letter dated November 25, 2009 regarding their intention for non-participation in the Buy-back.

5. The aggregate shareholding of the Promoter / Promoter Group is 2,073,021 equity shares comprising of 34.44% of the equity share capital of the Company as on December 31, 2009. Assuming full acceptances of the shares tendered, the Promoter / Promoter Group will change from 34.44% to 43.12%.

6. The extent of public holding in the Company after the Buy-back would depend upon the number of Shares tendered by the public shareholders. Assuming that the entire amount of Rs. 484.70 Lacs is utilized for the Buy-back and full acceptances of the shares tendered, the public holding in the Company would be 56.88%. Thus, the public shareholding would be above the minimum level required as per the listing agreement.

7. Consequent to the Buy-back and based on the number of Shares bought back in each category, the shareholding pattern of the Company would undergo a change. The Buy-back will not result in a change in control or otherwise affect the existing management structure of the Company.

8. The shareholding of foreign investors consisting of FII’s, Non Residents and Foreign Mutual Funds prior to the Buy-back is 10.01% as per the shareholding pattern of the Company as on December 31, 2009. The same would change depending on the extent to which they subscribe to the Buy-back and their shares are accepted.

9. Post the Buy-back, the debt-equity ratio of the Company is expected to be within the limit of 2:1 as prescribed under Section 77A of the Act. As per the certificate dated July 29, 2009 from the auditors to the Company, the debt-equity ratio of the Company was Nil as on March 31, 2009.

10. Salient financial parameters consequent to the Buy-back based on the latest audited results are as under:

PREBUY-BACK* POSTBUY-BACK*

Networth (Rs. in Lacs) 1,938.82 1,454.12Return on Net Worth (%) 0.98 1.30Earnings Per Share (Rs.) 0.31 0.39Book Value per Share 32.21 30.25P/E based on PAT as per the latest audited financial result - -Debt-Equity Ratio Nil Nil

*- Pre and Post Buy-back data based on March 31, 2009 Notes:

1. Networth consists of Equity Share Capital and Reserves and Surplus as per the audited Balance Sheet as on March 31, 2009. The Post Buy-back amount is computed assuming full acceptances of the offer.

2. EarningsperShare=(NetProfitattributabletoequityshareholders)/(Totalno.ofequitysharesoutstandingduringtheyear/period)

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3. Book value per Share = (Paid up Equity Share Capital + Reserves & Surplus – Miscellaneous Expenses to the extentnotw/off)/(Totalno.ofequitysharesoutstandingduringtheyear/period)

4. ReturnonNetWorth=Profitaftertaxes/NetWorth

5. P/EshallbecomputedbydividingtheMarketPriceasonMarch31,2009withEarningsPerShareascomputedabove.ThepostBuy-backP/Eisconsideredtobethesame

6. Debt to Equity Ratio is Nil as there are no debt funds.

XI. BASISFORCALCULATINGBUY-BACKPRICE

1. The Buy-back Price has been arrived at after considering various factors such as average market value of shares on BSE, VSE and ASE on the date of the Board Meeting approving the Buy-back, Networth of the Company as well as future growth and outlook of the industry and possible impact of the Buy-back on the earnings per share of the Company.

2. There has been no trading in the equity shares of the Company for the calendar years 2009, 2008 and 2007 as also during the last six months ended January 31, 2010 on VSE and ASE. This has further been confirmed by VSE and ASE vide their letters dated February 9, 2010 and February 10, 2010 respectively.

3. The Board of Directors of the Company at its meeting held on July 27, 2009 approved the proposal for the Buy-back. The equity shares were not traded on BSE, VSE and ASE on July 28, 2009 i.e., the working day immediately after the date of resolution of the Board of Directors approving the Buy-back.

4. The equity shares were not traded on the BSE, VSE and ASE on September 7, 2009 i.e., the working day immediately after the date of resolution passed by the shareholders by way of postal ballot approving the Buy-back.

5. The Buy-back price offers a premium of 24% over the Book Value per share of Rs. 32.21/- as at March 31, 2009.

XII. SOURCESOFFUNDS

1. Assuming full acceptance, the funds that would be deployed by the Company for the purposes of the Buy-back, would be Rs.484,70,480/- (Rupees Four Crores Eighty Four Lacs Seventy Thousand Four Hundred and Eighty only).

2. The funds for Buy-back will be available from cash balances available with the Company and /or liquidation of financial instruments held by the Company that have been generated through internal accruals. The Company is a debt-free Company and it does not intend to raise additional debt for the explicit purposes of the Buy-back. The cost of financing the Buy-back would be notional loss in other income, if any.

XIII. DETAILSOFESCROWACCOUNTANDAMOUNTDEPOSITEDTHEREIN

The Company has opened an escrow account in the name and style “GUJARAT PETROSYNTHESE LIMITED – ESCROW ACCOUNT” in accordance with Regulation 10 of the Regulations in the form of cash deposit of a sum of Rs.12,117,620 (Rupees One Crore Twenty One Lacs Seventeen Thousand Six Hundred Twenty Only) (“Escrow Amount”), being 25% of the Buy-back Size, with HDFC Bank Limited, Maneckji Wadia Building, Nanik Motwane Road, Fort, Mumbai 400 001 (“the Bank”), with a lien marked in the favor of Karvy Investor Services Limited (Manager to the Buy-back). This has been confirmed vide a confirmation letter dated February 4, 2010 issued by the Bank.

XIV. FIRMFINANCINGARRANGEMENTS

The Company, duly authorized by its Board of Directors, has set aside funds in Term Deposits, for the purpose of fulfillment of the obligations of the Company under the Buy-back, failure to which it authorizes the Manager to the Offer to realize the amount from these term deposits. Such term deposits, together with funds provided for escrow arrangements, is excess of the Buy-back size. Based on the resolution of the Board of Directors dated July 27, 2009 in this regard, and other facts/documents, SARJBA & Co., Chartered Accountants, Tiwari Manor, Flat no. 5, # 61, Kanakapura Road, Basavanagudi, Bangalore 560 004, Tel. No. +91 80 6567 6507 / 2662 0571, Partner – Mr. A. Jagannath Babu (Membership number 20115), have certified, vide their letter dated February 23, 2010 that the Company has made firm financing arrangements for fulfilling the obligations under the Buy-back. The Manager to the Buy-back, having regard to the above, confirms that firm arrangements for fulfilling the obligations under the Buy-back are in place.

XV. CAPITALSTRUCTUREANDSHAREHOLDINGPATTERN

1. The capital structure of the Company as on December 31, 2009 is as follows:Rs. in Lacs

PreBuy-back PostBuy-back*

Authorised Share Capital 750.00 (7,500,000 Equity Shares of Rs.10/- each)

750.00 (7,500,000 Equity Shares of Rs.10/- each)

Issued, Subscribed and Paid up 601.88 (6,018,801 Equity Shares of Rs.10/- each)

480.70 (4,807,039 Equity Shares of Rs.10/- each)

* - Assuming full acceptances

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There are no partly paid shares of the Company. There are no outstanding instruments convertible into shares. There have been no other Buy-back programmes of the Company over the last 3 years from the date of this Letter of Offer.

In accordance with the special resolution passed by the shareholders of the Company on September 4, 2009, the Company shall not issue and allot any Shares including by way of bonus or convert any ESOPs into Shares, from the date of Public Announcement till the date of closure of this Buy-back.

2. The shareholding pattern of the Company as on December 31, 2009 as well as Post Buy-back shareholding pattern is as follows:

Particulars PreBuy-back PostBuy-back*

No.ofShares %Holding NoofShares %Holding

Promoters and/or persons who are in the control and/or acting in concert

2,073,02� 34.44 2,073,02� 43.12

Foreign Investors (including Non Resident Indians / FIIs and Foreign Mutual Funds)

602,354 10.01

2,734,0�8 56.88Financial Institutions / Banks & Mutual Funds promoted by Banks / Institutions

�,�2�,476 18.63

Others (Public, Bodies Corporate, Employees, etc 2,22�,950 36.92

TOTAL 6,018,801 100.00 4,807,039 100.00

* - Assuming full acceptances

The existing paid up equity share capital in the Company is held in physical form. There have been no purchases or sales of equity shares of the Company by the Promoters during the period of �2 months preceding the date of the Public Announcement and from the date of Public Announcement to the date of Letter of Offer except as mentioned below:

NameofthePromoters No.ofSharesbought PurchasePrice(Rs.) Dateofpurchase

Dr. R M Thakkar 450 21.10 02/05/2009

Dr. R M Thakkar �30 23.35 18/05/2009

The Promoters have informed vide their letter dated November 25, 2009 regarding their intention for non-participation in the Buy-back.

There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the Act.

XVI. BRIEFINFORMATIONABOUTTHECOMPANY

1. The Company was originally incorporated on September 19, 1977 under the Companies Act, 1956 as Petrosynthese Private Limited. Its name was subsequently changed to Gujarat Petrosynthese Limited on January 13, 1982. The registered office of the Company is located at No. 24, II Main Phase I, Doddanekkundi Industrial Area, Mahadevpura Post, Bangalore - 560 048.

The Company is promoted by Dr. Rameshchandra M. Thakkar and Dr. (Mrs.) Sharayu R. Thakkar.

The paid up equity share capital of the Company for the year ended March 31, 2009 was Rs.601.88 Lacs and the reserves and surplus for the year ended March 31, 2009 were Rs.1,336.94 Lacs.

The Company is engaged in the manufacture of Polymer Blends & Alloys, Specialty grade compounds with Engineering Plastics at it’s facility located at No.24, II Main Phase I, Doddanekkundi Industrial Area, Mahadevpura Post, Bangalore – 560 048.

The Shares of the Company are listed on BSE, VSE and ASE.

The Company has made an application vide its letter nos. GPL\SEC\1501\2007 and GPL\SEC\1501\2007 dated July 3, 2007 and June 27, 2007 respectively for voluntary delisting its equity shares from VSE and ASE. The said application is pending for approval from VSE and ASE respectively.

The total income of the Company has risen from Rs. 880.51 lacs as on March 31, 2007 to Rs. 882.52 lacs as on March 31, 2009. During the same time period, the Profit After Tax has declined from Rs. 45.57 lacs to 18.90 lacs.

8

2. Following is the share capital history of the Company:

YEAR CLASSOFSHARES

AUTHORISEDCAPITAL

(NO.OFSHARES)

ISSUEDANDPAIDUPCAPITAL

(NO.OFSHARES)

CORPORATEACTION COMPLIANCEWITHTAKEOVERREGULATIONS

�98�-82 Equity 2,500,000 48,200

�983-84 Equity 5,000,000 2,940,000 28,91,800 Shares were issued pursuant to Initial Public Offer

Not Applicable

�986-87 Equity 7,500,000 3,822,000 8,82,000 shares were allotted pursuant to Rights Issue in the ratio 3 shares for every �0 shares held

Not Applicable

�987-88 Equity 7,500,000 3,988,000 1,66,000 equity shares were allotted to Financial Institution at par for conversion of loan into equity

Not Applicable

�995-96 Equity 7,500,000 5,�84,400 11,96,400 equity shares were allotted as Bonus shares

Not Applicable

2002-03 Equity 7,500,000 6,0�8,80� 8,34,401 equity shares were allotted to shareholders of transferor Company viz. Karnataka Petrosynthese Ltd., upon approval of scheme of merger by the High Courts of Gujarat and Karnataka

Not Applicable

2007-08 Equity 8,000,000 6,0�8,80� Increase in Authorised capital from Rs. 7.50 crores to Rs. 8.00 crores

Not Applicable

3. The Board of Directors comprises of the following:

NAME&DESIGNATION QUALIFICATION DATEOFAPPOINTMENT/

REAPPOINTMENT

OTHERDIRECTORSHIPS

Dr.R.M.ThakkarChairman and Managing Director

D. Phil (Zurich) 19/09/1977 • Gujarat Polybutene Pvt. Ltd.• GPL Finance and Investments Ltd.• Guardian Finance Ltd.• Multichem Pvt. Ltd.• Seagull Travels and Tours Pvt. Ltd.

Ms.UrmiN.PrasadExecutive Director

B.Com, ACA, Masters in Business Administration (INSEAD)

01/04/1993 • Gujarat Polybutene Pvt. Ltd.• GPL Finance and Investments Ltd.• Guardian Finance Ltd.• Multichem Pvt. Ltd.• Seagull Travels and Tours Pvt. Ltd.

Ms.UrsulaThakkarExecutive Director

BE (Honors), Masters in Business Administration (Harvard University)

27/09/1996 • Gujarat Polybutene Pvt. Ltd.• Guardian Finance Ltd• Multichem Pvt. Ltd.• Seagull Travels and Tours Pvt. Ltd.

Ms.CharitaThakkarNon-Executive Director

B.Sc., Masters in Business Administration (Texas Christian Universtiy, Texas USA)

28/09/1990 • Nil

Dr.A.C.ShahIndependent / Non-Executive Director

Master in Arts, Ph.D. (Economics)

02/12/2002 • S. Kumars Nationwide Ltd.• Elecon Engineering Ltd.• Adani Exports Ltd.• Brandhouse Retails Ltd.• Benchmark Mutual Fund—Trustee

Co.• Goldcrest Finance (India) Ltd.

9

Mr.T.N.R.RaoIndependent / Non-Executive Director

Master in Arts 24/06/2008 • Quippo Oil & Gas Infrastructure Ltd.• South Asia Gas Enterprise Ltd.

Mr.VijayH.PandyaIndependent / Non-Executive Director

B. Sc. (Honors) 16/03/1982 • Nil

Dr.(Mrs.)M.H.MehtaIndependent / Non-Executive Director

MRCOG / DO(Gynaecologist)

29/05/1993 • Nil

Mr.AdhikShirodkarIndependent / Non-Executive Director

B.A., L.L.B. 16/04/1983 • Nil

Mr.M.D.GardeIndependent / Non-Executive Director

B.E. (Electrical), Masters in Buiness Administration (Pune University)

31/10/2007 • FAG Bearing (India) Ltd.

4. The details of changes in Board of Directors in the last 3 years from the date of this LOF is as under:

NAME APPOINTMENT/REAPPOINTMENT

EFFECTIVEDATE REASONS

Dr. P. S. Palande Cessation 13/02/2008 Death

Mr. T. N. Rao Appointment 24/06/2008 Appointed as Independent Director after death of Dr. P. S. Palande

Mr. M. D. Garde Cessation 15/09/2007 Nomination withdrawn by appointing authority

Mr. M. D. Garde Appointment 31/10/2007 After withdrawal of nomination, the Company appointed him as Independent Director.

None of the Directors are concerned or interested either directly or indirectly in the Buy-back. The Promoters have consented not to participate in the Buy-back. Consequent to the Buy-back and depending upon the response to the Buy-back offer, the holding of promoters would increase from the pre-Buy-back holding of 34.44% to 43.12%, (assuming that 1,211,762 Shares are bought back on proportionate basis in the Buy-back offer). The Buy-back will not result in change in control or otherwise affect the existing management structure of the Company.

XVII.FINANCIALINFORMATION

The brief audited financial information of the Company for the last three financial years and the unaudited financial results for the nine months period ended December 31, 2009 is provided below. It must be noted that the financial results for the nine months period ended December 31, 2009 although unaudited have been subjected to a limited review by the statutory auditors as is required under clause 41 of the listing agreement with the stock exchanges.

(Rs.in Lacs)

Particulars YearEnded NineMonthsEnded

31.03.2007 31.03.2008 31.03.2009 31.12.2009

Audited Audited Audited Unaudited(LimitedReview)

Net Sales / Income from Operation 703.17 772.61 720.04 638.30

Other Income 194.15 185.22 170.18 170.67

Increase / (Decrease) in Stock of Finished Goods & WIP (16.82) 1.20 (7.70) (1.55)

TotalIncome 880.51 959.03 882.52 807.42

Total Expenses excluding Interest, Depreciation & Tax 787.89 847.72 850.42 681.74

Profit before Interest, Depreciation & Tax 92.62 111.32 65.26 125.67

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Particulars YearEnded NineMonthsEnded

31.03.2007 31.03.2008 31.03.2009 31.12.2009

Audited Audited Audited Unaudited(LimitedReview)

Interest 1.10 1.98 0.48 0.09

Depreciation 30.61 33.26 32.67 25.16

Profit before Tax 60.91 76.07 32.11 100.43

Provision for tax 15.34 21.74 13.21 30.51

ProfitafterTax 45.57 54.33 18.90 69.92

Ason

Equity Share Capital 601.88 601.88 601.88 601.88

Reserves & Surplus 1,224.81 1,323.89 1,336.94 1,406.92

NetWorth* 1,826.69 1,925.77 1,938.82 2,008.80

Deferred Tax Liability 81.39 62.61 63.62 Nil

Total Debt Nil Nil Nil Nil

KeyRatios

Equity Dividend (%) - - - -

Earnings per share (Rs.) 0.76 0.90 0.31 1.16

Book value per share (Rs.) 30.35 32.00 32.21 33.38

Return on Net worth (%) 2.49 2.82 0.98 3.48

Debt to Equity Ratio Nil Nil Nil Nil

* Computation of Net Worth has been arrived at after deducting miscellaneous expenses not written off

Notes:

1. EarningsperShare=(NetProfitattributabletoequityshareholders)/(Totalno.ofequitysharesoutstandingduringtheyear/period)

2. Book value per Share = (Paid up Equity Share Capital + Reserves & Surplus – Miscellaneous Expenses to the extent notw/off)/(Totalno.ofequitysharesoutstandingduringtheyear/period)

3 ReturnonNetWorth=Profitaftertaxes/NetWorth

4 DebttoEquityRatio=TotalDebt/NetWorth

The Company shall comply with the Takeover Regulations, if applicable. The Company has complied with sections 77A(2)(c), (d), 77B(1) and 77B(2) of the Companies Act, 1956 and will comply with clause 23 of the Regulations as and when applicable.

XVIII.STOCKMARKETDATA

The equity shares of the Company are listed on the Bombay Stock Exchange (BSE), Vadodara Stock Exchange Limited (VSE) and Ahmedabad Stock Exchange Limited (ASE).

The high and low market prices for the last three years and the monthly high, low and average market prices for the six months preceding the date of Public Announcement and the corresponding volumes on BSE are as follows:

��

Period High(Rs.) DateofHighandNoofshares

tradedonthatdate

Low(Rs.) DateofLowandNo.ofsharestradedonthat

date

AveragePrice#(Rs.)

TotalVolumeTradedintheperiod

2007 25.50 19.11.2007 17.15 19.02.2007 21.33 5,050

50 8002008 30.05 21.01.2008 23.35 22.10.2008 26.70 3,800

�,200 �502009 24.30 24.09.2009 19.05 10.06.2009 21.68 4,550

50 �00Sep-09 24.30 24.09.2009 23.15 14.09.2009 23.73 250

50 200Oct -09 - - - - - -

- -Nov-09 28.05 23.11.2009 25.50 13.11.2009 27.89 200

50 50

Dec -09 37.45 31.12.2009 29.45 10.12.2009 33.32 �,�50

300 50

Jan-�0 41.20 05.01.2010 39.15 28.01.10 39.88 450

350 50

Feb-�0 39.95 24.02.2010 36.20 25.02.2010 37.15 850

600 250

Source: BSE website; #Arithmetic average of Closing Prices of all trading days during the said period

There has been no trading in the equity shares of the Company for the calendar years 2009, 2008 and 2007 as also during the last six months ended January 31, 2010 on VSE and ASE. This has further been confirmed by VSE and ASE vide their letters dated February 9, 2010 and February 10, 2010 respectively.

The Board of Directors of the Company at its meeting held on July 27, 2009 approved the proposal for the Buy-back. The equity shares were not traded on BSE, VSE and ASE on July 24, 2009 i.e., the working day previous to the date of resolution of the Board of Directors approving the Buy-back.

The equity shares were not traded on the BSE, VSE and ASE on September 3, 2009 i.e., the working day previous to the date of resolution passed by the shareholders by way of postal ballot approving the Buy-back.

XIX.STATUTORYAPPROVALS

The Buy-back offer is subject to approvals, if any, required under the provisions of the Act, the Regulations, and/or such other Acts in force for the time being. The Buy-back from non-residents (NR) and Non Resident Indian (NRI) shareholders will be subject to approvals, if any, of the appropriate authorities, including RBI as applicable.

XX. REGISTRARTOTHEBUY-BACK

The Company has appointed the following as Registrar to the Buy-back:

Name : BIGSHARESERVICESPVT.LTD.

Address : E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072.

Phone : +91 22 404 30 200/2847 0652

Fax : +91 22 2847 5207

Email : openoffer@bigshareonline.com

ContactPerson : Babu Rapheal

XXI.COLLECTIONCENTRES

Shareholders are requested to submit their Form(s) and requisite documents either by registered post or courier to the Registrar to the Buy-back, Bigshare Services Private Limited, super scribing the envelope as “GPL Buy Back”, or hand deliver the same at any of the collection centres mentioned below:

�2

S.No Area Address Contactperson Tel.No. FaxNo.

� Mumbai E/2, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai 400 072.

Mr. Babu Rapheal +91-22-2847 0652 +91-22-2847 5207

2 Delhi C/o Sterling Services, T-1895 Upper Ridge Road,Karol Bagh, New Delhi-110005.

Mr. Sridhar Iyer +91 93137 96360 +91-11-2352 7090

3 Ahmedabad C/o Vishwam Advisory Private Limited, 3�0, Aditya Plaza, Nr. Karnavati Apartments, Jodhpur, Satellite, Ahmedabad-380015.

Mr. Hitesh Buch +91-79-4032 1260 +91-79-4032 1260

4 Baroda C/o Skystock Financial Services, 45, Taskent Society, near Dave Deep Shopping Complex, Nizampura, Baroda-390002.

Mr. Sanjay Suthar +91-98254 50718 +91-265-233 7291

XXII. PROCESSANDMETHODOLOGYFORTHEBUY-BACK

1. The Buy-back is being made pursuant to SEBI (Buy Back of Securities) Regulations, 1998 and subsequent amendments thereof as well as in accordance with the provisions of Sections 77A, 77AA, 77B and all other applicable provisions, if any, of the Act.

2. The maximum amount that would be deployed for the Buy-back amounts to Rs 484,70,480/-. The total amount to be used for the Buy-back amounts to 25% of the paid up capital and eligible free reserves of the Company as at March 31, 2009. The aggregate paid up share capital and free reserves as at March 31, 2009 was Rs.193,881,939/-.

3. The maximum number of Shares to be bought back in the Buy-back is 1,211,762 Shares.4. The number of Shares bought back would constitute approximately 20.13% of the total number of issued, subscribed and

paid up Shares of the Company as on December 31, 2009.5. The Shares shall be bought back at a price of Rs. 40/- per Share.6. The Buy-back is being implemented on a proportionate basis through the tender offer route.7. Promoters have informed the Company vide their letter dated November 25, 2009 regarding their intention not to participate

in the Buy-back.8. The aggregate shareholding of the Promoters is 2,073,021 Shares, comprising 34.44% of the paid up equity share capital

of the Company as on December 31, 2009.9. Assuming 100% response to the Offer and the entire shares tendered in response to the Offer are accepted in full, the

public holding in the Company post the Buy-back would be 56.88%, which is above the minimum level required as per listing conditions/agreement.

10. The payment of consideration for accepted applications shall be made by the Company to the sole/first shareholder, the details of which are recorded with the Company. Payment shall be made through ECS (subject to availability of all information for crediting the funds), Demand, drafts/Pay Order payable at par at all the centers where the Company is accepting applications and centers where the Company would have to open collection centers if it were carrying out a public issue of a size equal to the Buy-back Size and the same shall be drawn in the name of the first named person in case of joint shareholders.

In order to avail Electronic Clearing Service (“ECS”), Eligible Persons holding shares in physical mode are requested to submit the enclosed ECS mandate form duly filled in and signed while submitting the Form if the same has not been submitted earlier to the Company/ Registrar.

XXIII.PROCEDUREFORTENDERINGSHARESANDSETTLEMENT

1. The Buy-back is open to all shareholders / beneficial owners of the Shares, both registered and unregistered.2. The Company shall comply with regulation 19(5) of the Regulations which states that the Company shall not Buy-back the

locked-in shares or other specified securities and non-transferable shares or other specified securities till the pendency of the lock-in or till the shares or other specified securities become transferable.

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3. The Company proposes to effect the Buy-back through a tender offer, on a proportionate basis, in accordance with the provisions of the Regulations.

4. If the Shares are not in compulsory demat segment, the entire shares tendered by a shareholder being less than the minimum market lot shall be accepted in full. Thereafter, the acceptances will be on proportionate basis in a manner to ensure that the acceptances are in market lot.

5. The market lot for the Company’s Share is 50 (Fifty) shares.6. A Letter of Offer (“LOF”), Form of Acceptance-cum-Acknowledgement (“Form”) and Withdrawal Form, outlining the terms

of the Buy-back as well as the detailed disclosures as specified in the Regulations, will be mailed to shareholders of the Company whose names appear on the register of members of the Company, at the close of business on the Specified Date i.e. March 26, 2010.

7. The LOF will be sent to shareholders so as to reach them before the opening of the Buy-back. The Buy-back shall be open for the period as shown in the proposed timetable. Shareholders must ensure that their Form(s), along with the requisite documents, reach the collection centres before the close of business hours on the date of closure of the Buy-back. Shareholders and unregistered shareholders residing at a location where there is no collection centre should send the Form to the Registrar to the Buy-back by mail to their office in Mumbai.

8. The Company will consider all the Shares tendered for the Buy-back by shareholders, for acceptance under the Buy-back, irrespective of whether the shareholder is registered with the Company as on the Specified Date or has obtained delivery after the Specified Date or he holds the Shares in street name. In case the tenderer is an unregistered shareholder, he should submit the transfer deed complete in all respects, along with the share certificate.

9. Shareholders may submit the Form duly signed (by all shareholders in case the Shares are in joint names) at the specified collection centres along with the original share certificate(s), transfer deeds duly signed and other relevant documents as specified in the LOF, to the Registrar to the Offer, i.e. Bigshare Services Pvt. Ltd. Each shareholder should submit only one Form irrespective of the number of folios he/she holds. Multiple applications tendered by any shareholder shall be liable to be rejected.

10. Where the Form is signed under Power of Attorney or by authorized signatory(ies) on behalf of a company / body corporate, the Power of Attorney/signing authority along with the specimen signatures must have been previously registered with the Company. The registration serial number of such documents should be mentioned below the relevant signature. Where the relevant document is not so registered, a copy of the same duly certified by a Notary / Gazetted Officer should be enclosed with the Form.

11. Shareholders may offer for Buy-back their full holding or any part of their holding of Shares of the Company, as they desire. In the event the aggregate number of Shares tendered by the shareholders are more than the total number of Shares to be bought back by the Company, the acceptances per shareholder shall be made in accordance with the Regulations, i.e. valid acceptances per shareholder shall be equal to the acceptances tendered by the shareholder divided by the total valid acceptances received and multiplied by the total number of Shares to be bought back by the Company.

12. No single offeror can tender Shares more than the Shares proposed to be bought back and any Form wherein the number of Shares offered by a shareholder exceeds the total number of Shares to be bought back will be rejected.

13. The Company will not accept any Shares offered for Buy-back which are under lock-in or where there exists any restraint order of a Court for transfer / disposal or where loss of share certificates has been notified to the Company or where any other restraint subsists.

14. In case one or more of the joint holders is deceased, the Form must be signed by all surviving holder(s) and submitted along with a certified or attested true copy of the Death Certificate(s). If the sole shareholder is deceased, the Form must be signed by the legal representatives of the deceased and submitted along with the certified or attested true copy of Probate / Letters of Administration / Succession Certificate and all other relevant documentation while tendering their Shares for the Buy-back.

15. Where a joint shareholder is deceased, the Shares of such deceased shareholder will be consolidated with the Shares, if any, held and tendered by the surviving shareholder(s) for the purpose of reckoning the aggregate number of Shares to be bought back from the surviving shareholders.

16. In case of any lacunae and/or defect, incomplete information, late receipt or modifications in the documents/Forms submitted, the Form(s) are liable to be rejected.

17. All the shareholders should provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the Form is being sent. Such documents may include (but not be limited to):(a) No objection certificate from any lender, if the Shares in respect of which the Form is sent, were under any charge,

lien or encumbrance.(b) Duly attested Power of Attorney, if any person other than the shareholder has signed the Form. (c) In case of companies, the necessary certified corporate authorizations (including Board and/or general meeting

resolutions).(d) Duly attested death certificate and succession certificate/legal heirship certificate in case any shareholder has

expired.18. It is mandatory for the shareholders to indicate the bank account at the appropriate place(s) in the Form.

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19. Non-receipt of the LOF by, or accidental omission to dispatch the LOF to any person who is eligible to receive the offer, shall not invalidate the offer in any way.

20. In case of non-receipt of the LOF / Form:(a) Download the same from SEBI website (http://www.sebi.gov.in)(b) Obtain the copy of the same by writing to the Registrar to the Buy-back Offer.(c) A registered shareholder may send an application in writing on a plain paper signed by all shareholders stating name,

address, folio number, number of Shares held, certificate number, number of equity shares tendered for the Buy-back and the distinctive numbers thereof, bank account particulars for payment of consideration, etc. enclosing the original share certificate(s) with valid equity share transfer form(s) duly signed by the transferor and other necessary documents. In the event that the shareholder is unregistered, the application must additionally be accompanied by the original equity share certificate(s) accompanied by valid share transfer form(s) as received from the market, (wherein the name of the transferee has not been filled in), and the original broker contract note of a registered broker of a recognized stock exchange in relation to the purchase of the Shares tendered.

21. Shareholders desirous of withdrawing from their participation in the Buy-back after having submitted the Form can do so up to three working days prior to the date of closure of the Buy-back i.e. up to May 13, 2010. The withdrawal option can only be exercised by submitting the Withdrawal Form (along with enclosures as applicable) so as to reach the Registrar to the Offer, Bigshare Services Pvt. Ltd., at its address E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072 either by hand delivery, courier or registered post by 5 pm on May 13, 2010. Please note that the Withdrawal Forms will not be accepted at other collection centres. In case of withdrawal, shares tendered by such persons shall be returned only after the closure of the Buy-back by the same date as date for dispatch of share consideration/share certificates.

22. The Company shall dispatch intimation of acceptance or non-acceptance of the Shares latest by May 24, 2010. 23. The Company will pay the consideration to the shareholders including NRIs / OCBs in respect of the Shares bought back

within 7 days of acceptance, in accordance with the Regulations.24. The payment of consideration for accepted applications shall be made by the Company to the sole / first shareholder,

the details of which are recorded with the Company. Payment shall be made through ECS (subject to availability of all information for crediting the funds), demand drafts / pay order payable at par at all the centres where the Company is accepting applications and centres where the Company would have to open collection centres if it were carrying out a public issue of a size equal to the Buy-back Size and the same shall be drawn in the name of the first named person in case of joint shareholders. In the event that the amount payable to a tenderer exceeds Rs. 1,500/-, the instrument for such payment shall be sent by registered post.

25. The Shares bought back will be extinguished within 7 days or such other permissible time period from the date of acceptance in the manner specified in the Buy Back Regulations. The details of the Shares extinguished would be notified to all the Stock Exchanges on which the Shares of the Company are listed and to Securities and Exchange Board of India (“SEBI”) as per provisions of the Regulations.

ForSharesheldinthephysicalform,byregisteredshareholders

26. Registered shareholders holding Shares in physical form are required to enclose the original share certificate(s) and valid share transfer form(s) duly signed by the transferor (by all the equity shareholders in case the Shares are in joint names, with the names filled up in the same order in which they hold Shares in the Company) as per the specimen signatures lodged with the Company and duly witnessed at the appropriate place, while submitting the Form(s).

27. Shares held in physical form to the extent not accepted for Buy-back will be returned to the beneficial owner after suitable sub-division, if any, in order to facilitate acceptance of share certificates tendered by them, through registered post or UPC, at the shareholders’ sole risk.

ForSharesheldinthephysicalform,bypersonsnotregisteredasshareholders,butareEligiblePersons

28. Unregistered shareholders who wish to tender their Shares in response to the Buy-back Offer should send the application in plain paper signed by all shareholders, stating folio number, name, address, number of Shares held, share certificate number, distinctive numbers, number of Shares tendered for the Buy-back and bank account details.

29. Persons not registered as shareholders are required to enclose with the Form:(a) the original equity share certificate(s) accompanied by valid share transfer form(s) as received from the market,

wherein the name of the transferee has not been filled in;(b) the original broker contract note of a registered broker of a recognized stock exchange in relation to the purchase of

the Shares tendered in this case;(c) in case the share certificate(s) and the transfer deed(s) are lodged with the Company/ its transfer agents for transfer,

then the Form shall be accompanied by the acknowledgement of lodgment with, or receipt by, the company/its transfer agents, of the share certificate(s) and the transfer deed(s).

30. All transfer requests received by the Company on or before the closure of the Buy-back shall be processed by the Company and considered for finalization of the acceptance.

31. No indemnity would be required from unregistered shareholders as regards the title of the Shares.

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ForSharesheldbyNon-residentshareholders

32. Non-resident shareholders (excluding FII) should also enclose a copy of the permission received by them from the RBI to acquire the Shares held by them in the Company.

33. In case the Shares are held on repatriation basis, the non-resident shareholder should obtain and enclose a letter from its authorized dealer/bank confirming that at the time of acquiring the said Shares, payment for the same was made by the non-resident shareholder from the appropriate account as specified by RBI in its approval. In case the nonresident shareholder is not in a position to produce the said certificate, the Shares would be deemed to have been acquired on non-repatriation basis and in that case the holder shall submit a consent letter addressed to the Company, allowing the Company to make the payment on a non-repatriation basis in respect of the valid shares accepted under the Buy-back.

34. If any of the above stated documents, as applicable, are not enclosed along with the Form, the Shares tendered under the Buy-back are liable to be rejected.

35. The Company will have the right to make payment to the resident Shareholders and non resident Shareholders in respect of whom no RBI Approval is required and not accept Equity Shares from such Non resident Shareholders in respect of whom prior RBI Approval is required in the event of the aforesaid RBI Approval being refused. Further, in case of non receipt of RBI approval and if the offer is oversubscribed, the Company will have the right to reject acceptance of the shares tendered by the non resident Shareholders in respect of whom prior RBI Approval is required and acquire additional Shares from the resident Shareholders and the non resident Shareholders with respect to whom no prior RBI Approval is required. To facilitate this, the Registrar will hold in trust the Shares/Share Certificates in respect of whom no RBI Approval is required till the approval from RBI is received for acquiring Shares from non-resident Shareholders in respect of whom prior RBI Approval is required.

XXIV.NOTEONTAXATION

An opinion obtained from CA. A. Jagannath Babu, Chartered Accountant, Bangalore dated February 26, 2010 is reproduced below:

“Tax implications in the hands of the shareholders on the buy-back of shares: GENERAL

1. Gains on buy-back of shares is taxable as capital gains in the hands of the shareholders in terms of section 46A of the Income-tax Act, 1961 in the year in which the shares are purchased by the Company. The manner of computation of capital gains is also provided in the said section which states that the difference between the value of consideration received by the shareholder and the cost of acquisition of the shares (after giving effect to the provisions of section 48 of the Income-tax Act, 1961) would be considered as capital gains on the buy-back of shares depending upon whether the shares in question were long term or short term be taxed as such. In case the shares are held for twelve months or less from their date of acquisition the same would be considered as short term capital assets. In case the shares are held for more than twelve months then the same would be considered as long term capital assets. For the purpose of determining as to whether the capital gains are short-term in nature, the date of credit of the shares to the shareholders’ demat account or date on which share certificates are transferred to the shareholder as per Company’s records and certification shall be taken as the date of acquisition.

• In case of any ambiguity, incomplete or conflicting information or the information not being available with the Company regarding the same, the capital gain shall be assumed to be short-term in nature.

FORINDIANRESIDENTS

2. The payments made by a company to any person resident in India on buy-back of its shares in terms of section 77A of the Companies Act, 1956 is not liable to deduction of tax at source, hence the Company will not deduct any tax on any payments made to persons resident in India pursuant to the said buy-back.

FORNONRESIDENTSOFINDIA

3. Any person responsible for paying to a non-resident any sum chargeable to tax is required to deduct tax at source. Since the buy-back consideration may be chargeable to capital gains under section 46A of the Income-tax Act, 1961, the Company will need to deduct tax at source at the rates specified in the Finance (No 2) Act, 2009 in terms of section 195 of the Income-tax Act, 1961 or at the rates specified in the Double Taxation Avoidance Agreement entered into by the Central Government in terms of section 90 of the Income-tax Act, 1961 as applicable to the shareholder, whichever is lower. In case a shareholder claims that he is governed by a particular Double Taxation Avoidance Agreement, he should submit a certificate of tax residency from the appropriate tax authority of the relevant country to the Company.

Following are the applicable rates specified in the Finance (no. 2) Act, 2009 for payments to non-residents:a. Income by way of short term capital gains referred to in section 111A – at 15%b. Long-term capital gains (not being long-term capital gains referred to in clauses (33),(36) and (38) of Section 10 - at

20% Non-residentIndians: In the case of shareholders who are “non resident Indians” - as defined in section 115C (e) of the

Income-tax Act, 1961 and whose shares in the Company fall within the purview of “specified asset” as defined in section 115C (f) the Company will deduct tax at source in accordance with the provisions of section 115 E of the Income-tax Act, 1961 at the rate of 30% in the case of short-term capital gains (could be 20% if regarded as investment income) and at the rate of 10% in the case of long-term capital gains.

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In case a shareholder claims that he is governed by the provisions of section 115E of the Income tax Act, 1961, he should submit the relevant documents in support thereof and to the satisfaction of the Company. These can either be documents ,proving that the shares were purchased by the shareholders either from foreign remittances or from funds lying in the non residents external (NRE) account or foreign currency non repatriable (FCNR) account and that these shares have been declared as such in the return of income filed by the shareholders. In case the documents are not submitted or the Company is not satisfied regarding the same then the rate of tax would be that as applicable to any other non-residents.

Non-residentsotherthancompanies: The Company will deduct tax at source at the rate of 15% in the case of short-term capital gains referred to in section 111A, Short term capital gains not covered under section 111A at the rate of 30% and in the case of long-term capital gains at the rate of 20%. In cases where Rule 26 of the Income- tax Rules, 1962 would become applicable, that is when the buy-back proceeds are to be remitted to the non-resident in foreign currency, for the purpose of deduction of tax at source on any income payable in foreign currency, the rate of exchange for the calculation of the value in rupees of such income payable to an assessee outside India shall be the telegraphic transfer buying rate of such currency as adopted by the State Bank of India as on the date on which the tax is required to be deducted at source.

Foreigncompanies: The Company will deduct tax at source at the rate of 40% in the case of short-term capital gains, and at the rate of 20% in the case of long-term capital gains plus surcharge at 2.5% of tax deducted in case the income or aggregate of such income paid or likely to be paid and subject to the deduction exceeds Rs.1 Crore on the gross purchase price per share. Further education cess at the rate of 2% and secondary and higher education cess at the rate of 1% on the aggregate of Income tax and surcharge is also required to be deducted.

ForeignInstitutionalInvestors(FIls)enjoy exemption from tax deduction at source on the capital gains under section 196D(2) of the Income-tax Act, 1961 and hence no tax shall be deducted on amount payable to FIls subject to receipt of an undertaking from them stating their residential status and that it does not have a permanent establishment in India, the amount received by them as a part of the Buyback constitutes capital gains and does not constitute business income for them and that similar gains have been taxed as capital gains by the tax authorities in India in the past In the event the aforementioned categories of shareholders require the Company not to deduct tax or to deduct tax at a lower rate or on a lower amount, they would need to obtain an order from the Income Tax authorities under section 197 of the Income-tax Act, 1961 or such other documentary evidence to the sole satisfaction of the Company, and submit the same to the Company while submitting the Form. In case such order from the Income Tax authorities or other such documentary evidence to the satisfaction of the Company is not provided, tax will be deducted by the Company as aforesaid.

4. It is recommended that the shareholders consult their tax advisors for the treatment that should be given in their respective circumstances and the stand that may be taken by their respective assessing officers in their case, and the appropriate course of action that they should take. The Company and the Manager to the Buyback does not accept any responsibility for the accuracy or otherwise of such advice. The aforesaid treatment of tax deduction at source may not necessarily be the treatment also for filing the return of Income.”

XXV. DECLARATIONBYTHEBOARDOFDIRECTORS

The Board of Directors confirm that there are no defaults subsisting in repayment of deposits, redemption of debentures or preference shares or repayment of term loans to any financial institutions or banks.

The Board of Directors confirm that based on a full enquiry conducted into the affairs and prospects of the Company and taking into account all the liabilities including prospective and contingent liabilities payable as if the Company were being wound up under the Companies Act, 1956, the Board of Directors have formed an opinion that:i. Immediately following the date of the Letter of Offer, there are no grounds on which the Company could be found

unable to pay its debtsii. As regards its prospects for the year immediately following the date of the Letter of Offer that, having regard to their

intentions with respect to the management of the Company’s business during the said year and to the amount and character of the financial resources which will be available to the Company during the said year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date.

This declaration is made and issued under the authority of the Board of Directors in terms of the resolution passed at the meeting held on July 27, 2009.For and on behalf of the Board of Directors of the Company

R. M. Thakkar Urmi Prasad Chairman and Managing Director Executive Director In addition, the Company has also confirmed that it is in compliance with sections 159, 207 and 211 of the Act.XXVI.AUDITORSCERTIFICATE

A text of the Report dated September 7, 2009 received from SARJBA & Co. (Partner- A. Jagannath Babu, (Membership number 020115)), Chartered Accountants and the Statutory Auditors of the Company, addressed to the Board of Directors of the Company is reproduced below:

“We have been informed that the Board of Directors of the Company at their meeting held on July 27, 2009 have decided to Buy-back the Company’s 1,211,762 equity shares under Section 77A of the Companies Act, 1956, at a price Rs. 40/-

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per share aggregating to Rs. 484.70 Lacs. The members of the Company vide their Special resolution passed by way of postal ballot dated September 4, 2009 have authorized the Board to consider the said Buy-back.

In pursuance of the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998, and based on the information and explanation given to us we report that:(i) We have inquired into the state of affairs of the Company in relation to its audited accounts for the year ended

March 31, 2009, which were taken on record by the Board of Directors at their meeting held on July 27, 2009. These financial statements have been adopted by members of the Company at the annual general meeting held on September 4, 2009;

(ii) The capital payment (including premium) of an amount not exceeding Rs. 484.70 Lacs has been properly determined in accordance with Section 77A(2)(c) of the Companies Act, 1956 and is within permissible amount of 25% of the paid up equity capital and free reserves of the Company, as computed below:

Amount(Rs.inLacs)

Paid-up Equity Share Capital as at March 31, 2009 601.88

Free Reserves as on March 3�, 2009 1,336.94

TOTAL 1,938.82

Maximum amount permissible for the Buy-back i.e. 25% of the total paid-up capital and free reserves

484.70

(iii) Based on the representations made by the Company and other information and explanations given to us, which to the best of our knowledge and belief were necessary for this purpose, we report that we are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in such declaration as approved by the Board of Directors in their meeting held on July 27, 2009 is unreasonable in all the circumstances in the present context.

XXVII. MATERIALDOCUMENTSFORINSPECTION

Material documents for inspection by the Public will be available at the office of the Manager to the Buy-back as given on the cover page of this Letter of Offer, between 10:00 pm to 1:00 pm on any day except Saturdays, Sundays and Public Holidays during the offer period.(i) Memorandum and Articles of Association of the Company;(ii) Certificate of Incorporation of the Company;(iii) Annual Report of the Company for the periods ended March 31, 2007, 2008 and 2009 respectively;(iv) Limited Review report dated March 29, 2010 from M/s SARJBA & Co., Chartered Accountants for the nine months

period ended December 31, 2009;(v) Resolution passed by the Board of Directors of the Company at their meeting held on July 27, 2009;(vi) Notice to Shareholders alongwith Explanatory Statement dated July 29, 2009;(vii) Shareholders Resolution passed through Postal Ballot Notice dated September 4, 2009;(viii) Auditors Report dated July 27, 2009 of M/s. S. Anantha Rao & Co., Chartered Accountants;(ix) Certificate from SARJBA & Co., Chartered Accountants, dated February 23, 2010 for firm financing arrangements in

accordance with the Regulations;(x) Declaration of Solvency dated December 21, 2009 and an affidavit verifying the same as per Form 4A of the

Companies (Central Government’s) General Rules and Forms, 1956;(xi) Confirmation letter from HDFC Bank Ltd dated February 4, 2010 that the money has been deposited in Escrow

Account and lien marked in favour of Manager to the Offer;(xii) Copy of the Public Announcement dated February 24, 2010;(xiii) Opinion from Jagannath Babu A., Chartered Accountants, dated February 26, 2010 on taxation;(xiv) SEBI Observations on the draft Letter of Offer vide its letter dated March 23, 2010.

XXVIII. COMPLIANCEOFFICER

The Company has designated the following as the Compliance Officer for the Buy-back: Name : Mr.PradeepkumarT.K.

Designation : Compliance Officer Address : Gujarat Petrosynthese Limited, 24, 11 Main, Doddanekkundi Industrial Area, Phase 1,

Mahadevapura, Bangalore—560 048 Phone : +91 80 2852 4133 Fax : +91 80 2852 4171 Email : secretarial@gujaratpetrosynthese.com

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The Officer can be contacted on any working day (Monday to Friday and not being a bank holiday in Bangalore) between 10 A.M. to 5 P.M.

XXIX.REMEDIESAVAILABLETOSHAREHOLDERS/BENEFICIALOWNERS

In case of any grievance relating to the Buy-back, investors may approach the Compliance Officer for redressal.

If the Company makes any default in complying with the provisions of Section 77A of the Act or any rules made thereunder, or any regulation made under clause (f) of sub-section (2) of Section 77A, the Company or any officer of the Company who is in default shall be punishable with imprisonment for a term and its limit, or with a fine and its limit, or with both.

The address of the concerned office of Registrar of Companies is:

The Registrar of Companies

‘E’ Wing, 2nd Floor, Kendriya Sadana Koramangala, Bangalore-560034 Phone : +91 80 25537449 / 25633104 Fax : +91 80 25538531 Email : roc.bangalore@mca.gov.in

XXX. INVESTORSERVICECENTRE

In case of any queries, the shareholders may contact Investor Service Centre, from Monday to Friday between 10 am to 5 pm on all working days, at the following address:

Name : BIGSHARESERVICESPVT.LTD. Address : E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072. Phone : +91 22 404 30 200/2847 0652 Fax : +91 22 2847 5207 Email : openoffer@bigshareonline.com ContactPerson : Mr. Babu Rapheal

XXXI.MANAGERTOTHEBUY-BACK

The Company has appointed Karvy Investor Services Limited as the Manager to the Buy-back:

KARVYINVESTORSERVICESLIMITED“ Karvy House “ , 46, Avenue 4, Street No. 1,Banjara Hills, Hyderabad - 500 034Tel. No. +91 40 2342 8774 Fax No. +91 40 2337 4714Contact Person: Mr. Ghanshyam Kapadia / Mr. M. P. Naidu / Mr. Chintan B. HefaEmail: cmg@karvy.com

XXXII.DIRECTORSRESPONSIBILITYSTATEMENT

As per Regulations 19(1)(a) of the Buy-Back Regulations, the Directors of the Company accept responsibility for the information contained in this Letter of Offer. This Letter of Offer is issued under the authority of the Board.

For and on behalf of the Board of Directors of

GUJARATPETROSYNTHESELIMITED

_______________________ ___________________________ ______________________

DR.R.M.THAKKAR URMIPRASAD PRADEEPKUMART.K.

CHAIRMANAND EXECUTIVEDIRECTOR COMPLIANCEOFFICER MANAGINGDIRECTOR

Place: Bangalore

Date: April 8, 20�0

Sr. No. _____________

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

BUY-BACK OPENS ON Monday, April 19, 2010

LAST DATE OF WITHDRAWAL Thursday, May 13, 2010

BUY-BACK CLOSES ON Tuesday, May 18, 2010

Date: ____________________

For Collection Centre UseCentre Code Inward No. Date Stamp

To,The Board of DirectorsGujarat Petrosynthese LimitedInvestor Service Centre: GPL BuybackBIGSHARE SERVICES PVT. LTD., E-2, Ansa Industrial Estate, Sakivihar Road,Saki Naka, Andheri (E), Mumbai 400 072.Dear Sirs,Ref: Letter of Offer dated April 8, 2010 to Buy-back 1,211,762 Equity shares of Gujarat Petrosynthese Limited (“Company”) at a price of Rs. 40/- per share

1. I/We having read and understood the Letter of Offer dated April 8, 2010, hereby tender my/our shares in response to the Buy-back on the terms and conditions set out below and in the Letter of Offer.

2. I/We authorize the Company to Buy-back the shares offered and as a consequence to extinguish the shares.

3. I/We hereby warrant that the shares comprised in this tender are offered for Buy-back by me/us free from all liens, equitable interest, charges and encumbrance.

4. I/We declare that there are no restraints/injunctions or other order of any nature which limits/restricts in any manner my/our right to tender shares for Buy-back and that I/we am/are legally entitled to tender the shares for the Buy-back.

5. I/WeagreethattheCompanyisnotobligedtoacceptanysharesofferedforBuy-backwherelossofsharecertificateshasbeennotifiedtotheCompany.

6. I/WeagreethattheCompanywillpaytheBuy-backPriceonlyafterdueverificationofthevalidityofthedocumentsandsignaturesandthattheconsiderationmaybepaidtothefirstnamedshareholder.

7. I/We undertake to return to the Company any Buy-back consideration that maybe wrongfully received by me/us.

8. I/We undertake to execute any further documents and give any further assurances that maybe required or expedient to give effect to my/our tender offer and agree to abide by any decision that maybe taken by the Company to effect the Buy-back in accordance with the Act and Regulations.

9. I/WeauthorizetheCompanytosplitthesharecertificateandissuenewconsolidatedcertificatefortheunacceptedsharesincasethesharesacceptedby the Company are less than the shares tendered in the Buy-back due to over subscription.

10. Details of shares held and offered for Buy-back:

In figures In words

Number of shares held

Number of shares offered for Buy-back

11. Detailsofsharecertificate(s)andTransferDeed(s)dulysignedandenclosed:

Total No. of Certificates submitted

Sr. No.

Folio No. Share Certificate No.Distinctive No.(s)

No of sharesFrom To

1

2

3

Total

Incasethenumberoffoliosandsharecertificateenclosedexceed3nos.,pleaseattachaseparatesheetgivingdetailsinthesameformatasabove.

ACKNOWLEDGEMENT SLIPGPL – BUY-BACK OFFER

(tobefilledbytheshareholder)Received from Mr./Ms…………………….…………………………………………………………………………………………………………………………………

Ledger Folio No.

In figures In words

Number of shares tendered

Numberofsharecertificatessubmitted

Collection Centre Stamp & Date

Please quote Ledger Folio No for all future correspondence

--------------------------------------------------------------------------------------- Tear Here ------------------------------------------------------------------------------------

Note: All future correspondence, if any, should be addressed to Registrar to the Buy-back at the following address quoting your folio No:

Investor Service Centre: GPL BuybackBigshare Services Pvt. Ltd.,

E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072.Tel: +91-22-404 30 200 / 2847 0652 Fax: +91-22-2847 5207

E-Mail: openoffer@bigshareonline.com, Contact Person: Mr. Babu Raphael

12. Details of other Documents (please tick appropriately), if any, enclosed: Corporate Authorisations DeathCertificate SuccessionCertificate Power of Attorney NECS Mandate Form Any other, please specify……………………………………………………

13. DetailsofBankAccountoftheSole/Firstshareholdertobeincorporatedintheconsiderationwarrant(mandatorytofillthesame)

Name of the Bank Branch and City Account Number

Type of Account MICR No. IFSC Code

14. InordertoavailNationalElectronicClearingService(“NECS”)forreceiptofconsideration,theattachedNECSmandateformneedstobedulyfilledin and signed by the Sole/First Shareholder and submitted with the Form before the close of the Offer if the same has not been submitted earlier to the Company/ Registrar & Share Transfer Agents.

15. Shareholder(s) details (Signature(s) as per specimen recorded with the Company):

Sole/First Shareholder Second Holder (if any) Third Holder (if any)

Name in full

Signature

Address of the Sole / First ShareholderTelephone No. / Email ID

Instructions:

1) This Offer will open on April 19, 2010 and close on May 18, 2010.

2) This Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Form.

3) Shareholders who wish to tender their shares in response to this Buy-back should deliver the following documents so as to reach before the close of the business hours of the respective Collection Centres as mentioned in the Letter of Offer on or before May 18, 2010 before 5 p.m. Shareholders residing at locations where there are no collection centers, should send their response to the Registrar to the Buy-back, Bigshare Services Pvt. Ltd., at the address mentioned below.

a. The relevantFormdulyfilled inandsigned (byall shareholders incasesharesare in jointnames) in thesameorder inwhich theyholdshares

b. Originalsharecertificates

c. Transfer Deed duly signed

4) Shareholders should also provide all relevant documents in addition to the above documents.

Such may include (but not limited to):

a. Duly attested Power of Attorney, if any person other than the shareholder has signed the relevant Form

b. Dulyattesteddeathcertificate/successioncertificateincaseanyshareholderhasexpired

c. Necessary corporate authorizations, such as Board Resolutions etc., in case of companies

d. NECSMandateformdulyfilledinandsignedbytheSole/FirstShareholderforreceiptofconsiderationthroughNECSifthesamehasnotbeensubmitted earlier to the Company/ Registrar & Share Transfer Agents.

5) Shareholders to whom this Offer is made is free to tender their shareholding in the Company in whole or in part.

6) In case of non-receipt of this Letter of Offer, shareholders may send their application in plain paper, in writing, signed by all the shareholders, stating folionumber,name,address,numberofsharesheld,sharecertificatenumber,distinctivenumbers,numberofsharestenderedforBuy-back,bankaccountdetailstogetherwiththeoriginalsharecertificatesandotherrelevantdocumentstotheRegistrarfortheBuy-back.

7) It is mandatory for shareholders to indicate the bank account details to which the consideration would be payable at the appropriate place in the Form.

8) All documents/remittances sent by or to shareholders will be at their own risk and shareholders are advised to adequately safeguard their interests in this regard.

9) Note: Any shareholder should tender only one form, irrespective of the number of folios he holds. Multiple applications, tendered by any shareholder shall be liable to be rejected. Also, multiple tenders from the same depositary account or same registered folio shall also be liable to be rejected.

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WITHDRAWAL FORMGPL BUY-BACK OFFER

From :

Folio No.

BUY-BACK OPENS ON Monday, April 19, 2010

LAST DATE OF WITHDRAWAL Thursday, May 13, 2010

BUY-BACK CLOSES ON Tuesday, May 18, 2010

To,The Board of DirectorsGujarat Petrosynthese LimitedInvestor Service Centre: GPL BuybackBIGSHARE SERVICES PVT. LTD., E-2, Ansa Industrial Estate, Sakivihar Road,Saki Naka, Andheri (E), Mumbai 400 072.Dear Sirs,Ref: Letter of Offer dated April 8, 2010 to Buy-back 1,211,762 Equity shares of Gujarat Petrosynthese Limited (“Company”) at a price of Rs. 40/- per share

1. I / We having read and understood the Letter of Offer dated April 8, 2010, hereby consent unconditionally and irrevocably to withdraw my / oursharesfromtheBuy-backandI/wefurtherauthorizetheCompanytoreturntome/us,thetenderedShareCertificate(s)/Share(s)atmy / our sole risk.

2. I / We note that upon withdrawal of my / our Shares from the Buy-back, no claim or liability shall lie against the Company/ Manager to the Offer / Registrar to the Offer.

3. I / We note that this Withdrawal Form should reach the Registrar to the Buy-back on or before the last date of withdrawal i.e. May 13, 2010.

4. I / We note that the Company / Manager to the Buy-back Offer / Registrar to the Buy-back Offer shall not be liable for any postal delay / loss in transit of the Shares held in physical form and also for the non-receipt of Shares held in the dematerialized form in the DP account due to inaccurate / incomplete particulars / instructions.

5. I/WealsonoteandunderstandthattheCompanywillreturntheoriginalsharecertificate(s),sharetransferdeed(s)/Sharesindematerial-izedformonlyoncompletionofverificationofthedocuments,signaturesandbeneficiarypositionasavailablewiththedepositoriesfromtime to time.

6. I/WealsonoteandunderstandthattheCompanywillreturntheoriginalsharecertificate(s),sharetransferdeed(s)/Sharesindemate-rializedformonlyaftertheclosureoftheBuy-backbythesamedateasdatefordispatchofshareconsideration/sharecertificates/dematinstruction i.e. May 18, 2010.

7. Theparticularsoftenderedoriginalsharecertificate(s)anddulysignedtransferdeed(s)aredetailedbelow:

Sr. No. Folio No. Share Certificate No.Distinctive No.(s)

No of sharesDate of TenderFrom To

1

2

3

Total

(In case the number of folios and share certificate enclosed exceed 3 nos., please attach a separate sheet giving details in the same format as above)

8. I/Weconfirmthattheparticularsgivenabovearetrueandcorrect.Yours faithfully,

Signed and Delivered

--------------------------------------------------------------------------------------- Tear Here ------------------------------------------------------------------------------------ACKNOWLEDGEMENT SLIP – WITHDRAWAL

GPL–BUY-BACK OFFER(tobefilledinbytheshareholder)Received from Mr./Ms…………………….…………………………………...........................................................…………………………………..……Residing at………………………………………………………………………………...........................................................……………………………..a Withdrawal Form for …………………..Shares along with:

Copy of acknowledgement slip issued when depositing the Form Copy of acknowledgement slip issued when depositing physical Shares for withdrawing from the Offer made by the Company.

Stamp of Collection Centre:

Signatureof Official:

Date ofReceipt:

Sole/First Shareholder Second holder (if any) Third holder (if any)

Name in Full

Signature

Address of theSole/FirstShareholder

Telephone No./E-mailID

Place:Date:

Instructions:

1. This Offer will open on April 19, 2010 and close on May 18, 2010. The last date for withdrawal is May 13, 2010.

2. This Withdrawal Form has to be read along with the Letter of Offer and is subject to the terms and conditions mentioned in the Letter of Offer and this Form.

3. ThewithdrawaloptioncanonlybeexercisedbysubmittingtheWithdrawalForm,dulyfilledinandsigned(byallshareholdersincasesharesare in joint names) in the same order in which they hold shares, so as to reach the Registrar to the Buy-back Offer at the address mentioned below. Please note that the Withdrawal Forms will not be accepted at other Collection Centres.

4. All documents/remittances sent by or to shareholders will be at their own risk and shareholders are advised to adequately safeguard their interests in this regard.

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

Note: All future correspondence, if any, should be addressed to Registrar to the Buy-back at the following address quoting your folio No:

Investor Service Centre: GPL BuybackBigshare Services Pvt. Ltd.,

E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072.Tel: +91-22-404 30 200 / 2847 0652 Fax: +91-22-2847 5207

E-Mail: openoffer@bigshareonline.com, Contact Person: Mr. Babu Raphael

MANDATE FORMNATIONAL ELECTRONIC CLEARING SERVICE (CREDIT CLEARING)

Gujarat Petrosynthese LimitedBIGSHARE SERVICES PVT. LTD., E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072

Dear Sirs:

I am pleased to participate in the National Electronic Clearing Services (NECS) introduced by Reserve Bank of India (RBI). The particulars of my Bank Account to which the payment of Buy-back consideration may be electronically credited are as follows:

1. Name of Sole / First Holder of Shares …………………………………………...................................................................................................

2. Folio No. ………………………………………….................................................................................................................................................

3. Name of the Bank …………………………………………...................................................................................................................................

4. Branch address of the Bank to which consideration Amount to be credited ……………………………………........................…......................

5. 9-digit Code Number of the Bank and Branch appearing on the MICR cheque issued by the Bank. This is mentioned on the MICR band next to the cheque number.

(Please attach blank “cancelled” cheque or a photocopy thereof)

6. Account Type (tick one) Savings Current Cash Credit

7. Ledger Folio of the Bank Account (If any, appearing on your cheque book) ……………………………………….....................

8. Account No. (as appearing on the cheque book) ………………………………………...............................................................

I hereby declare that the particulars given above are correct and complete. If the payment of Buy-back consideration is delayed or not effected at all for reasons of incomplete or incorrect information, I would not hold the Company responsible.

Date: ……………………………...…………………………… Signature of Sole/First Holder.

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Incasetheshareholderisnotinapositiontogiveblank“cancelled”chequeoraphotocopythereof,acertificateoftheshareholder’sBankmaybe furnished as under:

Certificate of the Shareholder’s Bank(To be submitted only if blank “cancelled” cheque or a photocopy thereof is not enclosed)

Certifiedthattheparticularsfurnishedabovearecorrectasperourrecords.

Bank’sStamp: ------------------------------------------------------------------- SignatureoftheAuthorisedOfficialoftheBankDate:

Note: All future correspondence, if any, should be addressed to Registrar to the Buy-back at the following address quoting your folio No:

Investor Service Centre: GPL Buy-back Bigshare Services Pvt. Ltd.,

E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E), Mumbai 400 072. Tel: +91-22-404 30 200 / 2847 0652 Fax: +91-22-2847 5207

E-Mail: openoffer@bigshareonline.com ; Contact Person: Mr.Babu Raphael

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