italian-thai development public company limited · head office: no. 2034/132-161, italthai tower...

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LETTER OF OFFER This Document is important and requires your immediate attention This Letter of Offer is sent to you as an Equity Shareholder (s) of Skanska Cementation India Ltd. If you require any clarifications about the action to be taken, you may consult your Stock Broker or investment consultant or Managers to the Offer / Registrars to the Offer. In case you have recently sold your Equity Shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement [which includes Form of Withdrawal] and Transfer Deed to the Purchaser of shares or Member of the Stock Exchange through whom the said sale was effected. Cash Offer (Offer) by LOGO Italian-Thai Development Public Company Limited Head Office: No. 2034/132-161, Italthai Tower Building, New Petchburi Road, Bangkapi, Huaykwang, Bangkok, 10320, Thailand Tel No: 66 (0) 2716 1600; Fax No: 66 (0) 2716 1488; Email: [email protected] [No entity / person is acting / deemed to be acting in concert with the Acquirer Company] to acquire 9,04,390 fully paid up Equity Shares of the Face Value of Rs. 10/- each representing 19.63% of the voting paid up equity share capital as at the expiration of 15 days after the closure of the public offer at a price of Rs. 209.00 per fully paid up equity share [payable in cash] of LOGO SKANSKA CEMENTATION INDIA LTD Regd Office: Apeejay House, Dinshaw Vachha Road, Mumbai 400020 Tel No: 022 2283 6164 / 65; Fax No: 022 2285 5032 / 5446 1. This Offer is being made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [SEBI Takeover Regulations]. 2. Acquirer Company ie Italian-Thai Development Public Company Limited has filed an application with Foreign Investment Promotion Board [FIPB] / Secretariat of Industrial Assistance [SIA] of Government of India [GOI] vide their letter dated November 22, 2004 for their requisite approval for transfer of equity shares tendered in the open offer by the existing equity shareholders in their favour. Necessary application will be filed with the Reserve Bank of India [RBI] for their permission to open and fund cash escrow account in India by way of transfer of funds from the offshore escrow account. Acquirer Company will approach RBI for their permission to open a special account in India for the purpose of releasing payment of purchase consideration to eligible shareholders after the closure of the Open Offer. Further, Acquirer Company will make an application to RBI for their In Principle approval for transfer of equity shares from the existing equity shareholders in their favour and further for their final approval for transfer and acquisition of equity shares, upon closure of open offer once the basis of acceptance is determined. 3. Shareholders who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer can withdraw the same upto three working days prior to the date of the closure of the offer ie upto Wednesday - December 22, 2004. 1

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Page 1: Italian-Thai Development Public Company Limited · Head Office: No. 2034/132-161, Italthai Tower Building, New Petchburi Road, Bangkapi, Huaykwang, Bangkok, 10320, Thailand Tel No:

LETTER OF OFFER

This Document is important and requires your immediate attention This Letter of Offer is sent to you as an Equity Shareholder (s) of Skanska Cementation India Ltd. If you require any clarifications about the action to be taken, you may consult your Stock Broker or investment consultant or Managers to the Offer / Registrars to the Offer. In case you have recently sold your Equity Shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum Acknowledgement [which includes Form of Withdrawal] and Transfer Deed to the Purchaser of shares or Member of the Stock Exchange through whom the said sale was effected.

Cash Offer (Offer)

by

LOGO Italian-Thai Development Public Company Limited

Head Office: No. 2034/132-161, Italthai Tower Building, New Petchburi Road, Bangkapi, Huaykwang, Bangkok, 10320, Thailand

Tel No: 66 (0) 2716 1600; Fax No: 66 (0) 2716 1488; Email: [email protected]

[No entity / person is acting / deemed to be acting in concert with the Acquirer Company] to acquire 9,04,390 fully paid up Equity Shares of the Face Value of Rs. 10/- each representing 19.63% of the voting paid up equity share capital as at the expiration of 15 days after the closure of the public offer at a price of Rs. 209.00 per fully paid up equity share [payable in cash] of

LOGO SKANSKA CEMENTATION INDIA LTD Regd Office: Apeejay House, Dinshaw Vachha Road, Mumbai 400020

Tel No: 022 2283 6164 / 65; Fax No: 022 2285 5032 / 5446 1. This Offer is being made pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto [SEBI Takeover Regulations]. 2. Acquirer Company ie Italian-Thai Development Public Company Limited has filed an application with Foreign Investment Promotion Board [FIPB] / Secretariat of Industrial Assistance [SIA] of Government of India [GOI] vide their letter dated November 22, 2004 for their requisite approval for transfer of equity shares tendered in the open offer by the existing equity shareholders in their favour. Necessary application will be filed with the Reserve Bank of India [RBI] for their permission to open and fund cash escrow account in India by way of transfer of funds from the offshore escrow account. Acquirer Company will approach RBI for their permission to open a special account in India for the purpose of releasing payment of purchase consideration to eligible shareholders after the closure of the Open Offer. Further, Acquirer Company will make an application to RBI for their In Principle approval for transfer of equity shares from the existing equity shareholders in their favour and further for their final approval for transfer and acquisition of equity shares, upon closure of open offer once the basis of acceptance is determined. 3. Shareholders who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer can withdraw the same upto three working days prior to the date of the closure of the offer ie upto Wednesday - December 22, 2004.

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4. The Acquirer company is permitted to revise the offer price and number of shares to be acquired upward any time up to seven working days prior to the date of closure of the offer i.e. upto Thursday - December 16, 2004. If there is an upward revision of the Offer Price in terms of Regulation 26, the same would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement has appeared as mentioned in Para No. 2.2.3 of the Letter of Offer. Such revised price would be payable by the Acquirer Company for all the shares tendered at anytime during the Offer. 5. There was no competitive bid. -As the Offer price cannot be revised during 7 working days prior to the closing date of the Offer, it would therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price and tender their acceptance accordingly. 6. A copy of the Public Announcement and Letter of Offer (including Form of Acceptance-cum- Acknowledgement) is also available on SEBI’s website at www.sebi.gov.in Managers to the Offer LOGO Ind Global Corporate Finance Pvt Limited [A Member of Ernst & Young Pvt Ltd] 19th Floor, Express Towers, Nariman Point Mumbai 400 021 Tel No: 91 22 22825000 Fax No: 91 22 22826000 Email: [email protected] SEBI Reg No: MB / INM 0000 10700 Contact : Dhanraj. N. Uchil

Registrars to the Offer LOGO Tata Consultancy Services Ltd Park West-II, Raheja Estate Kulupwadi Road, Borivali East Mumbai 400066 Tel. No. 91 22 56689824/29 Fax No. 91 22 56689799 Email: [email protected] SEBI Reg No: INR 000000205 Contact : D. P. Pednekar

Offer Opens : Monday - December 06, 2004 Offer Closes : Monday - December 27, 2004

Schedule of the Activities

Activities Day & Dates Public Announcement [PA] Date Wednesday - October 13, 2004 Specified Date Thursday - October 14, 2004 Last date for Competitive Bid Wednesday - November 03, 2004 Date by which letter of offer dispatched to shareholders Saturday - November 27, 2004 Offer opening date Monday - December 06, 2004 Last date for revising the Offer Price/ number of equity shares [Revised]

Thursday - December 16, 2004

Last date for withdrawal by the shareholders Wednesday - December 22, 2004 Offer closing date Monday - December 27, 2004 Date by which acceptance / rejection would be intimated and the corresponding payment for the acquired shares and / or the share certificates for the rejected shares will be despatched

Monday - January 10, 2005

INDEX Sl No. Particulars Page No.

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1 Disclaimer Clause 05 2 Details of the Offer 05 3 Background of the Acquirer Company 08 4 Disclosure in terms of Regulation 21(3) 16 5 Background of the Target Company 17 6 Offer Price and Financial Arrangements 24 7 Terms and Conditions of the Offer 31 8 Procedure for Acceptance and Settlement of the Offer 34 9 Documents for Inspection 38

10 Declaration by the Acquirer Company 39 Form of Acceptance cum Acknowledgement is enclosed Risk Factors (a) relating to Transaction, (b) relating to Offer and (c) involved in associating with the Acquirer Company: 1. Share Purchase and Sale Agreement provides that in case of non compliance of any of the provisions of SEBI Takeover Regulations, the Agreement shall not be acted upon by the Seller and Purchaser. 2. Approval is required and Acquirer Company ie Italian-Thai Development Public Company Limited has filed an application with FIPB / SIA of GOI vide their letter dated November 22, 2004 for their requisite approval for transfer of equity shares tendered in the open offer by resident Shareholders ie individuals and institutions, Overseas Corporate Bodies, FIIs etc in their favour. 3. Necessary application will be filed with the Regional Office of RBI at Mumbai [RBI] for their requisite permission to open and fund cash escrow account in India by way of transfer of funds from the offshore escrow account. 4. Acquirer Company will approach RBI for their requisite permission to open a special account in India for the purpose of releasing payment of purchase consideration to eligible shareholders after the closure of the Open Offer. 5. Acquirer Company will make an application to RBI for their In Principle approval for transfer of equity shares from above categories of eligible shareholders as soon as approval is obtained from FIPB / SIA / GOI and further for their final approval for transfer and acquisition of equity shares and release of purchase consideration to eligible shareholders upon closure of open offer once the basis of acceptance is determined. Likely adverse effect of above risk factors on the shareholders: Shareholders who offer their shares in the open offer can get adversely affected with respect to (a) acceptance of tendered shares by the Acquirer Company and (b) release of purchase consideration by the Acquirer Company to eligible shareholders, by each of the above mentioned risk factors in the event of non receipt / delay in receipt of aforesaid FIPB / SIA / GOI / RBI approvals. 6. The Company is not the subject of litigation which are not derived from the normal operations of the Company. The Company is a party to a civil case with regard to alleged wrongful act / invasion of the State’s land / rock blasting causing damage to the environment and the Company is a party to three cases with regard to alleged breach of trust. The final outcome of these disputes is unknown and may have a material impact as the amount in dispute is greater than 5% of the shareholders equity as on December 31, 2003.

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DEFINITIONS Acquirer Company / ITD

Italian-Thai Development Public Company Limited

Target Company / The Company / SCIL

Skanska Cementation India Ltd

Managers to the Offer / IGCF Ind Global Corporate Finance Pvt Ltd Registrars to the Offer / TCS Tata Consultancy Services Ltd Offer

Open cash offer to acquire 9,04,390 fully paid up Equity Shares of the Face Value of Rs. 10/- each representing 19.63% of the voting paid up equity share capital as at the expiration of 15 days after the closure of the public offer

Offer Price Rs. 209.00 per fully paid up Equity Share Seller The Cementation Company Ltd, the promoter group of SCIL Memorandum of Understanding [MOU]

MOU dated October 12, 2004 entered into by ITD with the Seller to acquire 37,02,171 Equity Shares representing 80.37% of the total paid up Equity Share Capital of SCIL

Share Purchase and Sale Agreement [SPSA]

SPSA dated October 18, 2004 entered into by ITD with the Seller to acquire 37,02,171 Equity Shares representing 80.37% of the total paid up Equity Share Capital of SCIL

Persons eligible to participate in the Offer

All owners (registered and unregistered) of shares of SCIL except parties to SPSA ie (a) Acquirer Company and (b) Seller

Public Announcement / PA Public Announcement for the Open Offer released on behalf of the Acquirer Company on October 13, 2004

Regulations / Takeover Regulations / SEBI Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto

SEBI Securities and Exchange Board of India FIPB / SIA / GOI Foreign Investment Promotion Board / Secretariat of Industrial

Assistance / any other appropriate authority of the Government of India

RBI Regional Office of Reserve Bank of India at Mumbai Shares Fully Paid-up Equity Shares of Rs.10/- each of SCIL

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1 DISCLAIMER CLAUSE “It is to be distinctly understood that the filing of the draft Letter of Offer with SEBI should not in any way be deemed or construed that the same has been cleared, vetted or approved by SEBI. The Draft Letter of Offer has been submitted to SEBI for a limited purpose of overseeing whether the disclosures contained therein are generally adequate and are in conformity with the regulations. This requirement is to facilitate the shareholders of Skanska Cementation India Ltd to take an informed decision with regard to the Offer. SEBI does not take any responsibility either for financial soundness of the Acquirer Company, or the Company whose shares are proposed to be acquired or for the correctness of the statements made or opinions expressed in the Letter of Offer. It should also be clearly understood that while the Acquirer company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in this Letter of Offer, the Managers to the Offer is expected to exercise due diligence to ensure that the Acquirer Company duly discharges its responsibility adequately. In this behalf and towards this purpose, the Managers to the Offer, Ind Global Corporate Finance Private Limited, Mumbai has submitted a due diligence certificate dated October 27, 2004 to SEBI in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereof. The filing of the Letter of Offer does not however absolve the Acquirer Company from the requirement of obtaining such statutory clearances as may be required for the purpose of the offer.” The Acquirer Company and Managers to the Offer accept no responsibility for statements made otherwise than in the Letter of Offer or in the advertisement or any material issued by or at the instance of the Acquirer Company and the Managers to the Offer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk. 2 DETAILS OF THE OFFER 2.1 Background of the Offer 2.1.1 Italian-Thai Development Public Company Limited [ITD] has entered into a Memorandum of Understanding [MOU] on October 12, 2004 with The Cementation Company Ltd [Seller], promoter group, [details are given in Para No. 2.1.8] to acquire an aggregate of 37,02,171 Equity Shares of Rs. 10/- each, their entire holding, representing 80.37% of the total paid up Equity Share Capital of Skanska Cementation India Ltd [SCIL / the Target Company] for cash at a negotiated acquisition price of US$ 3.58 per share [Rs. 167.71 per share] aggregating US$ 13,250,000 [Rs. 62,08,95,000] with Skanska AB (publ), a company incorporated under the laws of Sweden and having its registered address at Rasundavagen 2, SE-169 83 Solna, Sweden as the Guarantor. [Exchange Rate: 1 US$ = Rs. 45.86 on October 12, 2004. Source: www.oanda.com]. The MOU provided that a Share Purchase and Sale Agreement [SPSA] would be executed which would lay down the detailed terms and conditions for the transfer of above mentioned equity shares by Seller in favour of ITD. 2.1.2 Salient features of the MOU are: (i) Purchaser and Seller intend to proceed with the transaction subject to negotiation of sale and purchase agreement on terms satisfactory to both the purchaser and seller (ii) MOU shall terminate immediately on earlier of (a) execution of Sale and Purchase agreement between the parties or (b) October 20, 2004.

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2.1.3 In line with above, Share Purchase and Sale Agreement [SPSA] was entered into on October 18, 2004 between ITD and Seller with Skanska AB as the Guarantor, for transfer of an aggregate of 37,02,171 Equity Shares of Rs. 10/- each representing 80.37% of the total paid up Equity Share Capital of SCIL, at the acquisition price of US$ 3.58 per share [Rs. 167.71 per share] as agreed vide MOU dated October 12, 2004. 2.1.4. Share Purchase and Sale Agreement provides for non compete obligation and accordingly the Seller and its affiliates shall not from the closing date of the transaction [ date not later than July 07, 2005 or such other date as may be mutually agreed to by the parties] for a period upto 2 years from the closing date carry on directly or indirectly either by themselves or in association with or through any person in any manner whatsoever own, manage, operate, join, assist, have an interest or control in any business / business entity which directly or indirectly engages in or conducts or carries on any business competing with the business of the company in the territory etc. 2.1.5 The Acquirer Company, Seller and the Target Company have not been prohibited by SEBI from dealing in securities in terms of direction issued u/s 11B of SEBI Act, 1992 or under any other regulations made under the SEBI Act. 2.1.6 As off shore cash escrow deposit constitutes more than 100% of the total purchase consideration payable under the Offer, in the Public Announcement released in the newspapers on October 13, 2004, ITD proposed to reconstitute the Board of Directors of SCIL after a period of 21 days from the date of the PA in terms of Regulation No. 22 (7) of SEBI Take Over Regulations. ITD has assumed two positions in the Board of Directors of SCIL with effect from November 04, 2004 by way of appointment of Mr. Premchai Karnasuta, Director, ITD and Mr. Pathai Chakornbundit, Director, ITD as directors. 2.1.7 Share Purchase and Sale Agreement provides that in case of non compliance of any of the provisions of SEBI Takeover Regulations, the Agreement shall not be acted upon by the Seller and Purchaser Details of Seller 2.1.8 The Cementation Company Limited, U.K. (Cementation), (a wholly owned indirect subsidiary of Skanska AB), is a Company registered under the laws of England and it has its Registered Office at Maple Cross House, Denham Way, Maple Cross, Rickmansworth, Herts, WD3 9SW, England. Telephone No. 0044 1923 776666 and Fax No. 0044 1923 777834. Cementation is a holding company and its principal business is of holding shares in subsidiary companies. The equity shares of Cementation are not listed on any Stock Exchange. Cementation is a wholly owned subsidiary of Skanska UK Plc, U.K which is 100% owned by Skanska Construction Holdings UK Limited. Skanska Construction Holdings UK Limited is a wholly owned subsidiary of Skanska Europe AB, Sweden which in turn is a wholly owned subsidiary of Skanska Kraft AB, Sweden which in turn is a wholly owned subsidiary of Skanska AB, Sweden. Skanska AB, Sweden has its Registered Office at Rasundavägen 2, SE 169-83, Solna, Sweden. Telephone No. 00 46 8753 8800 and Fax No 00 46 8755 1256. Promoter Company ie Skanska UK Plc held 202,49,112 shares representing 100% in Cementation as on date of PA. Mr. David G. Fison and Philip I. Carre are the Directors of Cementation. 2.2 Details of the proposed Offer

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2.2.1 As the aggregate equity stake of ITD in the paid up equity share capital of SCIL, after the transfer of shares covered in the MOU and SPSA will be more than the stipulated limit of 15%, in Compliance with Regulation No. 10 and 12 of SEBI Takeover Regulations, ITD is making an open offer to all the remaining equity shareholders of SCIL [other than the parties to MOU and SPSA ie Acquirer Company and Seller], to acquire 9,04,390 Equity Shares representing 19.63% of the paid up equity share capital of SCIL at a price of Rs. 209.00 per fully paid up equity share [Offer Price] payable in cash [Offer] subject to the terms and conditions mentioned in the PA and this Letter of Offer. The Offer is not subject to any minimum level of acceptance and the Acquirer Company will acquire the equity shares of SCIL that are tendered in the valid form in terms of this offer up to a maximum of 9,04,390 Equity Shares. No other entity / person is acting / deemed to be acting in concert with the Acquirer Company for the purpose of this offer. For justification of the offer price, please refer Para No. 6.1 of this Letter of Offer. 2.2.2 As on the date of PA, issued, subscribed, called up and paid up Equity Share Capital of SCIL is Rs. 4,60,65,610/- comprising of 46,06,561 Equity Shares of Rs. 10/- each and while determining 19.63% of the paid up equity share capital for the purpose of minimum public offer as above, aforesaid paid up equity share capital is considered in terms of Regulation No. 21(5) of SEBI Takeover Regulations which provides that for this purpose, voting rights as at the expiration of 15 days after the closure of the proposed public offer shall be reckoned. No fresh equity share capital is going to be issued by SCIL within 15 days after the closure of the proposed public offer. 2.2.3 The Public Announcement of the Offer [PA] was published in the newspapers in terms of Regulation 15(1) of SEBI Takeover Regulations on Wednesday - October 13, 2004 and the details of the same are as follows: Language Name of the Newspapers Editions English Financial Express All ie Ahmedabad, Bangalore, Chandigarh,

Chennai, Hyyderabad, Kochi, Kolkata, Mumbai and New Delhi

Hindi Janasatta All ie Kolkata and Delhi Marathi Lokmat Mumbai

2.2.4 In case of any upward revision in the Offer price by the Acquirer Company at any time upto 7 working days prior to the date of closure of the Offer i.e. Thursday, December 16, 2004 the same would be announced in the above mentioned newspapers and the same price would be payable by the Acquirer Company for all the equity shares tendered at anytime during the offer and accepted under the Offer. 2.2.5 There are no partly paid up equity shares as on the date of PA. 2.2.6 Acquirer Company has not acquired any equity shares of SCIL during the 12 months period prior to the date of the PA except the shares acquired through MOU and SPSA as per the details given in Para No. 2.1.1 and 2.1.3 above. 2.2.7 Acquirer Company has not acquired any equity shares in the paid up equity share capital of the target company during the 26 weeks period prior to the date of the PA by way of (a) allotment in public issue or (b) allotment in rights issue or (c) preferential allotment of the Target Company except the shares acquired through MOU and SPSA as per the details given in Para No. 2.1.1 and 2.1.3 above.

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2.2.8 Other than above ie, 37,02,171 Equity Shares of Rs. 10/- each, the Acquirer Company does not hold any Equity Shares in the paid up equity share capital of the target company as on the date of the PA and further the Acquirer Company has not acquired any equity shares of SCIL from the date of PA till the date of this Letter of Offer. 2.2.9 PA and Letter of Offer are available on SEBI’s website i.e. www.sebi.gov.in 2.2.10 The equity shares will be acquired by the Acquirer company free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared hereafter. 2.2.11 There was no competitive bid. 2.3 Reasons for the acquisition, rationale for the offer and future plans 2.3.1 Acquirer Company, being a major civil and building contractor in Thailand, has over the past several years been interested in expanding its construction activities in India. Acquisition of SCIL would be strategically advantageous to the Acquirer Company in achieving this objective because of its substantial presence and reputation in the Indian market 2.3.2 Acquirer Company plans to increase the turnover of SCIL by providing assistance to the company in tendering for additional construction work, particularly in sectors where the company is currently not pre-qualified. It is anticipated, this may be implemented by jointly tendering contracts for which the Acquirer Company is pre-qualified but SCIL is not or through subcontracting agreements. Through its experience as a major construction company in Thailand, Acquirer Company would assist SCIL in improving its financial and operational performance. 2.3.3 Therefore, substantial acquisition of shares and voting rights accompanied with change in control and management is the reason and rationale for (a) the acquisition of above mentioned 80.37% equity stake in the paid up equity share capital of SCIL by the Acquirer Company from the Seller and (b) present open offer to the remaining equity shareholders of SCIL to acquire 19.63%. 2.3.4 Acquirer Company would nominate its own directors to the board of SCIL and offer certain management and technical expertise either through secondment of appropriate personnel or through technical services arrangements. 3. BACKGROUND OF THE ACQUIRER COMPANY : ITALIAN - THAI DEVELOPMENT PUBLIC COMPANY LIMITED [ITD] 3.1 ITD, incorporated on August 15, 1958 as Italian-Thai Development Corporation Limited under Registration No. 168/2501 as a juristic person under the Civil and Commercial Code was converted into a juristic person under the Public Limited Company Act B.E 2535 on March 24, 1994 under Registration No. Bor. Mor. Jor. 340. It is registered with the Department of Business Development, Ministry of Commerce, Royal Thai Government and the Head Office of the Company is situated at No. 2034/132-161, Italthai Tower Building, New Petchburi Road, Bangkapi, Huaykwang, Bangkok, 10320, Thailand. Tel No: 66 (0) 2716 1600 Fax No: 66 (0) 2716 1488 Email: [email protected]. Total paid up capital is 3,738,678,180 Thai Baht equivalent to Rs. 4,22,45,56,796 [Exchange Rate I Thai Baht = Rs. 1.12996 as on November 22, 2004] and Face Value is 1 Thai Baht. Ordinary Shares of the Company are listed on The Stock Exchange of Thailand with effect from August 09, 1994 and shares are currently traded at 9.25 Thai Baht per share as on November 19, 2004.

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3.2 The founders of ITD viz (a) Dr. Chaijudh Karnasuta, a Thai and (b) Mr. Giorgio Berlingieri, an Italian had the objective to establish a Thai construction company. The Royal Seal of The Garuda was awarded to the Company by His Majesty the King on December 23, 1985. The Royal Seal of The Garuda is the highest honour awarded under the Royal Patronage of His Majesty the King. The Company does not belong to any group. ITD has 11 subsidiaries [nine subsidiaries have their places of business in Thailand, one in Myanmar and one in Indonesia] and 18 joint ventures [fifteen have their places of business in Thailand, two in Taiwan and one in Bangladesh] as per the details given below. Presently Mr. Premchai Karnasuta is acting as the President and he is an authorized person to control the Company.

Company Name Nature of Business % of Holding

Subsidiary Companies - Holding Shares over 50%

1 Italian-Thai International Co., Ltd. Holding Company 99.99

2 Bhaka Bhumi Development Co., Ltd. Construction Contractor and Development Real Estate

99.99

3 Myanmar ITD Co., Ltd. Service Agent for ITD 99.99

4 PT Thailindo Bara Pratama Co., Ltd. Coal Digestion 99.99

5 Nha Pralan Crushing Plant Co., Ltd. Rock Quarying, Processing and Distribution 99.91

6 Siam Concrete & Brick Products Co., Ltd.

Manufacturing and Distribute Concrete Products

99.70

7 Italthai-Trevi Co., Ltd. Foundation and Pilimg Work Services 75.00

8 Asian Steel Product Co., Ltd. Manufacturing and Distribute Steel Pipe 69.90

9 Khunka Faifathai Co., Ltd. Not yet operational 61.54

10 Thai Maruken Co., Ltd. Leasing and Sales for Sheet Pile & Beam 50.96

11 The Joint Venture of Italian-Thai Development and Montcocol TP

Railway Work at Khlong 19 - Kaeng Khoi, Siracha -Laem Chabang

50.00

Joint Venture

1 Italian-Thai Cogifer TF Joint Venture

Track Doubling Contractor 65.00

2 ITD NSC Joint Venture Construction Contractor 62.70

3 ITAC Joint Venture Design , Installation and Laying of Telephone Lines

60.00

4 Italian-Thai Skanska Lundby Joint Venture

Design and Construction of Tunnels and Underground Power Line

60.00

5 Joint Venture Italian-Thai - Evergreen

Design and Construction of Bridge 55.00

6 Sumitomo - Italian - Thai Joint Venture

Construction of Underground Electrical Train Station

51.00

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Company Name Nature of Business % of Holding

7 ITD NCC Joint Venture Construction of Electrical Work on Terminal Building

51.00

8 IN Joint Venture Construction of Water Drainage Tunnel 51.00

9 Ando & Italian-Thai Joint Venture Construction of Semiconductor Plant 45.00

10 Thai Ando & Italian-Thai Joint Venture

Construction of Semiconductor Plant 45.00

11 ITO Joint Venture Contractor for Construction of Concourse and Terminal Building of NBIA

40.00

12 Shimizu - ITD Joint Venture Contractor for Construction of Bridge 40.00

13 IOT Joint Venture Airfield Pavement Construction 40.00

14 ION Joint Venture Contractor for Construction of Subway Project

39.00

15 IDS JOint Venture Contractor for Construction of Electrical Work on Terminal Building of NBIA

35.00

16 I.C.C.T Joint Venture Construction for Ground Improvement for Airside Pavement of NBIA

25.00

17 NCR, ITD, CNT & AS Joint Venture Design and Construction of Water Treatment System

25.00

18 Joint Venture Evergreen - Italian - Thai - PEWC

Construction Services in Taiwan 25.00

3.3 The Company has achieved an excellent performance with high quality work for private clients and government authorities. The Company's high standard of construction quality has been recognized and it has been awarded ISO-9000, ISO-9001 and ISO-9002 certification for (a) Italian-Thai Industrial Complex at Wiharn Daeng District, Saraburi Province, (b) Steel Fabrication Facilities at Samut Prakarn Province, (c) Steel Fabrication Facilities at Wiharn Daeng District, Saraburi Province, (d) Bangkok Mass Transit System Project, (e) Metropolitan Rapid Transit System Project, (f) Laem Chabang Port Phase 2, Section 1 Project, (g) SRT Track Doubling Project - Baan Phachi Junction to Lopburi and Baan Phachi Junction to Map Kabao and (h) Station Project. [Sources: Company Brochure and Updated internal company information] 3.4 ITD is engaged in the business of civil and infrastructure construction and development and is the major builder of Thailand's infrastructure for over 45 years during which period it has completed more than 1,300 projects and its objectives are met with a dedicated work force whose wide experience results in efficient construction of civil and infrastructure projects in all sectors of the industry. ITD has a skilled work force of over 15,000 employees including over 1,000 qualified engineers and an experienced in house training division provides continuous training in safety and construction skills. Its main activities are airports, buildings, dams and tunnels, highways, expressways, railways, bridges, industrial plants, mining, pipelines and utility works, marine construction services, rapid transit systems, steel structures and telecommunications. ITD has the strength and depth to serve their clients’ needs throughout Southeast Asia and beyond.

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3.5 ITD has developed internal production capability for certain products used for its construction works including (a) Steel structure fabrication and erection, (b) Precast , pre stressed concrete beams, panels and viaduct sections, (c) Granite and marble cutting and polishing, (d) Glass – reinforced – concrete prefabricated elements and (e) Construction plant and equipment maintenance. 3.6 ITD is the only Thai Construction company to win the prestigious International Federation of Asian and Western Pacific Contractor’s Association (IFAWCA) Gold Medal Award for civil engineering in 1982 and it was awarded to ITD for the construction of the then largest and most challenging civil engineering project ever attempted in Thailand ie the Khao Laem Dam. Mr. Premchai Karnasuta, President of ITD was elected President of the International Asian and Western Pacific Contractors’ Associations for the period 2003 to 2005. [Source: Web site of IFAWCA ie http://www.ifawpca.org.] 3.7 The details of Board of Directors of ITD are as follows: Names Designation Date of

Appt Qualification Residential

Address Experience

Dr. Chaijudh Karnasuta

Chairman April 02, 2004

Doctorate Degree in Engg and Medical Degree in Physiology

12/1 Soi Soonvijai 3, New Petchburi Road, Bangkapi, Huaykwang , Bangkok

47 years experience in construction industry

Mr. Premchai Karnasuta

Director April 02, 2004

MBA, B.S in Mining Engg

12/3 Soi Soonvijai 3, New Petchburi Road, Bangkapi, Huaykwang , Bangkok

25 years experience in construction industry

Mrs. Nijaporn Charanachitta

Director April 02, 2004

B.A., MBA 10 Soi Soonvijai 3, New Petchburi Road, Bangkapi, Huaykwang , Bangkok

30 years experience in construction industry

Mr. Yuthachai Charanachitta

Director March 21, 2003

Bachelor in Economics

10 Soi Soonvijai 3, New Petchburi Road, Bangkapi,Huaykwang, Bangkok

1 year experience in construction industry

Mr. Boonmee Pisanuwongse

Director April 28, 2003

Bachelor in Civil Engg

46 Soi Punwitee, Bangchak , Prakanong , Bangkok

43 years experience in construction industry

Mr. Pathai Chakornbundit

Director April 28, 2003

Bachelor in Civil Engg

35/70 Moo 11 , Ladyao , Chatujak , Bangkok

37 years experience in construction industry

Pol. Lt. Chatrachai Bunya-Ananta

Independent Director

April 28, 2003

BA (Economics and Accountancy)

8 Soi Sukhumvit 44, Prakanong , Klongtoey,Bangkok

10 years experience in construction

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and 22 years experience in Airlines Business

Dr. Mingsarn Kaosa-Ard

Independent Director

April 28, 2003

Ph.D in Eco B.Cons

145/5 Moo 1, Changpeurk Subdistrict, Muang District,Chiangmai Province

26 years experience in government service

Dr. Krisorn Jittorntrum

Independent Director

April 28, 2003

Ph.D in Computer and B.Sc in Mathematics

Faculty of Science, Mathematics Buildings,Chiangmai University, Chiangmai Province

21 years experience in government service

None of the above directors is a director on the Board of SCIL as on the date of PA. However, as off shore cash escrow deposit constitutes more than 100% of the total purchase consideration payable under the Offer, in the Public Announcement released in the newspapers on October 13, 2004, ITD proposed to reconstitute the Board of Directors of SCIL after a period of 21 days from the date of the PA in terms of Regulation No. 22 (7) of SEBI Take Over Regulations. ITD has assumed two positions in the Board of Directors of SCIL with effect from November 04, 2004 by way of appointment of Mr. Premchai Karnasuta, Director, ITD and Mr. Pathai Chakornbundit, Director, ITD as directors. 3.8 Shareholding pattern of ITD as on the date of Public Announcement ie October 13, 2004: Category % Holding Mr. Premchai Karnasuta 21.80 Mrs. Nijaporn Charanachitta 08.83 Others 69.37 Total 100.00

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3.9 Brief audited financial details of ITD are as under:

Profit & Loss Account 31.12.2001Rs. Lakhs

31.12.2002Rs. Lakhs

31.12.2003 Rs. Lakhs

Income from Operations 143,229.82 154,214.20 141,391.49

Other Income 17,827.42 3,282.27 3,576.48

Total Income 161,057.24 157,496.47 144,967.97

Total Expenditure (146,967.63) (152,535.88) 139,876.88

Earnings from Operation 14,089.62 4,960.59 5,091.08

Depreciation and Amortisation 10,153.27 11,521.87 8,881.17

Interest (13,490.66) (6,829.33) (2,364.32)

Profit before Tax (27,402.45) 4,985.30 12,021.31

Provision for Tax (279.01) (668.27) (1,417.57)

Profit after Tax (27,681.46) 70,384.01 10,603.75

Balance Sheet 31.12.2001Rs. Lakhs

31.12.2002Rs. Lakhs

31.12.2003 Rs. Lakhs

Liabilities and Shareholders' Equity

Paid up Share capital 27,375.00 41,529.24 43,062.09

Reserves and Surplus (excluding revaluation reserves) (36,747.35) 62,495.32 76,913.26

Networth (9,372.35) 104,024.55 119,975.36

Current Liabilities 146,620.97 71,406.46 72,161.89

Non Current Liabilities 95,666.81 46,607.97 45,796.02

Total 232,915.44 222,038.98 237,933.27

Assets

Current Assets 108,771.57 111,064.85 107,490.47

Non Current Assets 124,143.86 110,974.13 130,442.80

Total 232,915.44 222,038.98 237,933.27

Other Financial Data

Dividend Payout Ratio 0 0 20

Earning per Share (Rs./per share) (11.07) 22.05 2.83

Net Profit (%) (17.19) 44.69 7.31

Book Value per Share (Rs./per share) (3.74) 27.83 32.09 Source: Annual Reports for the years ended December 31, 2003, 2002 and 2001 [Conversion Rates applied: 1 Thai Baht = Rs. 1.15180 {December 31, 2003}, 1 Thai Baht = Rs. 1.11080 {December 31, 2002} and 1 Thai Baht = Rs. 1.0950 {December 31, 2001}. Source: www. Oanda.com]. Formulae / Ratio details: Earning per share = Net Earnings / Number of issued Shares

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Book Value = Shareholders Equity / Number of issued shares Return On Net Worth = Net Earnings / Shareholders Equity * 100 Audited financial details of ITD for the 6 months period ended June 30, 2004 are as under Particulars 30-Jun-2004 Rs Lakhs Total Revenue 47461.84Net Earnings 3843.22Share Capital fully paid up 42197.58Shareholders Equity 123176.16Liabilities and Shareholders Equity 281357.82Current Liabilities 105570.70Total Liabilities 158181.66Current Aseets 124556.56Total Assets 281357.82 1 Thai Baht = Rs. 1.12870{June 30, 2004} Source: www. Oanda.com]. 3.10. ITD has confirmed vide its letter dated October 12, 2004 that it did not hold any Equity Shares in the paid up equity share capital of the target company any time in the past. Therefore the provisions of Chapter II of SEBI Takeover Regulations were not applicable. 3.11 Other than the Equity Shares covered in the MOU dated October 12, 2004 and SPSA dated October 18, 2004 ITD did not hold any Equity Shares in the paid up equity share capital of the target company any time in the past. 3.12 Significant Accounting Policies followed by ITD are as follows: The financial statements have been prepared in accordance with accounting standards pronounced by the Institute of Certified Accountants and Auditors of Thailand which are effective under the Accounting Act BE 2543. Revenues : Revenues from construction services, excluding value added tax, are recognized on the basis of percentage of completion. The recognized revenues which have not yet been due as per contracts have been presented as “Unbilled receivable” in the balance sheet. The installment amounts due and received according to the contracts but not yet recognized as revenue have been presented as “Billing in excess of contract work in progress” in the balance sheet. Cash and cash equivalents : Cash and cash equivalents include cash in hand and at financial institutions with an original maturity of 3 months or less and free from restriction. Investments : Investments in securities held for trading are determined at fair value. The Company, its subsidiaries and joint ventures recorded gains or losses arising from changes in value of securities are included in the earnings statements.

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Investments in available-for-sale securities, both held for short-term and long-term investments are determined at fair value. The change in value of securities is recorded as separate item in shareholders’ equity until securities are sold, the change shall be included in earnings statements. Investments in non-marketable equity securities, which the Company holds as other investments, are valued at cost, net of allowance for impairment (if any). The fair value of marketable security is based on the latest bid price of the last working day of the year as quoted on the Stock Exchange of Thailand. The fair value of unit trust is determined from its net assets value. The Company, its subsidiaries and joint ventures recorded loss on impairment (if any) of investments in available-for-sale securities and other investments are included in determining earnings when the carrying amount exceeds its recoverable value. The Company, its subsidiaries and joint ventures used the weighted average method for computation of the cost of investments. Investments in subsidiaries and joint ventures in the Company’s financial statements and investments in associated companies in the consolidated statements and the Company’s financial statements recorded under the equity method, being recorded at cost at the acquisition date and, for each subsequent year, adjusted to incorporate the Company’s proportionate share of the operating results of the subsidiaries associated companies and joint ventures. Losses in excess of the cost of investments in subsidiaries, associated companies and joint ventures are presented as non-current liabilities in the balance sheets under the caption “Provision for loss in investment under equity method”. Inventories and work in progress : Inventories and work in progress are valued at the lower of cost and net realizable value. Property, plant and equipment : Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation of plant and equipment is calculated by reference to their costs on the straight-line method at the rate of 5 percent and 8.33-33.33 percent per annum, respectively. No depreciation is provided for land. In 2003, there is a change in the estimation of the useful lives of certain of the Company’s equipment, with aggregate net book values of approximately Baht 3,162 million, from 6.67 years to 12 – 20 years, in order to more appropriately reflect the economic benefit of these assets. This change has resulted in increases in the Company’s earnings for the year ended 31 December 2003 amount to Baht 266 million. Trade accounts receivable and allowance for doubtful accounts : Trade accounts receivable are stated at the net realizable value. Allowance for doubtful accounts is provided for the estimated losses that may incur in collection of receivables. The allowance is based on collection experience and current status of receivables outstanding at the balance sheet date. Financial lease contracts : The Company and its subsidiaries regard a lease that transfers substantially all the risks and rewards to ownership as a financial lease whereby the fair value of the leased properties is recorded as assets and commitment of the future rental (deducted interest portion) as liabilities. Interest expense or financé charge is included in determining earnings according to the remaining balance of the liabilities.

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Foreign currencies : Foreign currency transactions during the year are translated into Baht at the rates ruling on the transaction dates. Assets and liabilities in foreign currencies outstanding on the balance sheet date are translated into Baht at the rates ruling on the balance sheet date. Exchange gains and losses are included in determining earnings. Use of accounting estimates : Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates for certain accounting transactions, affecting amounts reported in the financial statements and notes related thereto. Subsequently actual results may differ from these estimates. Basic earnings per share : Basic earnings per share is calculated by dividing net earnings for the year by the weighted average number of ordinary shares in issue during the year. 3.13 Corporate Governance : The Code of Best Practice for the Directors of Listed Companies dated June 23, 1999, published and distributed by the Stock Exchange of Thailand, serves as a guideline of good practice for board members of all listed companies. The Board of Directors of ITD has adopted such guidelines as part of its corporate governance practices for 2002/2003. Following the recommended practice, the Board of Directors has established and supervises the operation of the Audit Committee. The Audit Committee has worked in cooperation with the external auditors and internal auditors, as well as in auditing the balance sheets and related financial reports. 3.14 Mr. Maythee Chuaprasert, Legal & Contract Officer, Italian-Thai Development Public Company Limited, 2034/132-161 Italthai Tower, 41th Fl., New Petchburi Road, Bangkapi, Huaykwang, Bangkok 10320 Tel : 66 2 716 1435 , 66 2 716 1600 Ext. 1015 Fax: 66 2 716 1428, 66 2 716 1433 Email: [email protected] is the Compliance Officer for the Acquirer Company. 3.15 No other entity / person is acting / deemed to be acting in concert with the Acquirer Company for the purpose of this offer 3.16 Acquirer Company does not have any plans to dispose of or otherwise encumber any significant assets of SCIL in the next two years in the ordinary course of business of SCIL. Acquirer Company undertakes that it shall not sell or dispose of or otherwise encumber any substantial assets of SCIL in the next two years except with the prior approval of the shareholders of the Company and in accordance with and subject to the applicable laws, permissions and consents, if any. 4. DISCLOSURE IN TERMS OF REGULATION 21(3) Acquirer Company has entered into an MOU and SPSA with Seller for acquisition of their equity stake of 80.37% in SCIL and the balance 19.63% of the paid up Equity Share Capital is held by the public shareholders. If, pursuant to present open offer and any acquisition of shares by the Acquirer Company from the open market, public shareholding is reduced to 10% or less of the voting capital of SCIL, Acquirer Company, in compliance with Regulation 21(3) of SEBI Takeover Regulations, will make an offer to buy the outstanding shares remaining with the shareholders in accordance with Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003 as amended till date [SEBI Delisting Guidelines]. ITD has confirmed this vide their undertaking letter dated October 12, 2004. If, pursuant to present open offer and any acquisition of shares by the Acquirer Company from the open market, public shareholding is reduced to 10% or less of the voting capital of SCIL, SEBI Delisting Guidelines will be attracted as Clause 4.1 (b) of SEBI Delisting Guidelines

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provides that “Delisting Guidelines shall be applicable to any acquisition of shares of the company by a promoter or any other person consequent to which the public shareholding falls below the minimum limit specified in the listing conditions or listing agreement that may result in delisting of securities”. 5. BACKGROUND OF THE TARGET COMPANY - SKANSKA CEMENTATION INDIA LTD [SCIL] 5.1 SCIL was incorporated as Cemindia Company Limited on June 24, 1978 under the Companies Act, 1956 vide Certificate of Incorporation No. 20435 of 1978 with an issued, subscribed and paid up equity share capital of 100 equity shares of Rs. 10/- each out of which 51 shares were held by The Cementation Company Limited and the balance 49 shares were held by resident Indians.

5.2 Reserve Bank of India, in 1978, had granted permission to The Cementation Company Limited under Foreign Exchange Regulation Act, 1973 to continue to carry on its activities in India subject to India branch of The Cementation Company Limited being converted into an Indian Company to be formed to take over the business of India branch with non resident interest in the equity capital not exceeding 51% subject to certain conditions and accordingly The Cementation Company Limited promoted Cemindia Company Limited with non resident interest of 51%.

5.3 Name of the company was changed to Trafalgar House Construction India Limited on September 07, 1994 and Kvaerner Cementation India Limited on September 01, 1998. The Shareholders, in the Annual General Meeting of the company held on April 30, 2001 approved, subject to necessary statutory approvals, the change of name to Skanska Cementation India Limited and the company obtained fresh certificate of incorporation on July 11, 2001 consequent to change of name.

5.4 Registered Office of the Company is situated at Apeejay House, Dinshaw Vachha Road, Mumbai 400020 Tel No: 022 2283 6164 / 65 and the Company is engaged in the construction and infrastructure services including turnkey solutions on projects like roads, bridges, hydro tunnelling, marine projects, industrial structures and specialist engineering. Being into construction segment, the company does not have any manufacturing facilities. Presently the activities of the company are spread out in more than 30 sites all over India and it has area offices in Mumbai and Kolkata. 5.5 As on the date of Public Announcement and Letter of Offer, the Capital Structure of the Company :

Paid-up Equity Shares No of Shares / voting rights

% of Shares / voting rights

Fully Paid-up Equity Shares 46,06,561 100.00 Partly Paid-up Equity Shares Nil NA Total Paid-up Equity Shares 46,06,561 100.00 Total voting rights 46,06,561 100.00

Note:

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• The Company has no partly paid-up Equity Shares and no calls in arrears. • In consultation with The Stock Exchange, Mumbai ie the Regional Stock Exchange, 2,058

equity shares were kept in abeyance on account of pending legal cases (1088 shares) and disputes and other miscellaneous cases (970 shares). Out of this 2,058 equity shares, 3 shares were allotted to general public on 5.11.99 out of pending dispute and other miscellaneous cases and 40 shares were allotted to general public on 6.3.2003 out of pending legal cases thus aggregating 43 shares were allotted to the applicants. Hence 2,015 shares still remain in abeyance ie Legal cases 1,048 shares and disputes and other miscellaneous cases 967 shares. No shares were issued to the Promoter in the years 1999 and 2003.

5.6 Current capital structure of the Company has been built up since inception as per the details given below: Date of Issue / Allotment Shares Cumulative Mode of Allotment Allottees Identity

Status of Compliance

Number % Shares Capital20.07.1978 100 0.00 100 1,000 Memorandum Subscribers CCL* and others Complied with12.02.1980 392,000 8.51 392,100 3,921,000 Public UTI, GIC etc ** Complied with12.02.1980 408,000 8.86 800,100 8,001,000 Amalgamation Scheme *** CCL Complied with16.05.1984 480,060 10.42 1,280,160 12,801,600 Bonus Shares CCL and Public Complied with01.11.1994 1,280,160 27.79 2,560,320 25,603,200 Bonus Shares CCL and Public Complied with10.03.1998 2,046,198 44.42 4,606,518 46,065,180 Rights Shares CCL and Public Complied with05.11.1999 3 0.00 4,606,521 46,065,210 Rights Shares Public Complied with06.03.2003 40 0.00 4,606,561 46,065,610 Rights Shares Public Complied with

4,606,561

* The Cementation Company Limited, U.K.** UTI, GIC, Employees, Directors and Public*** Shares allotted for consideration other than in cash in terms of the Scheme of Amalgamation of The Cementation Company Ltd with Cemindia Company Ltd as approved by the High Court at Mumbai vide its Order dated 14th June, 1979.Note: All the shares issued have Face Value of Rs. 10/- 5.7 Equity Shares of SCIL are presently listed on (a) The Stock Exchange, Mumbai (BSE), (b) National Stock Exchange of India Ltd (NSE) and The Calcutta Stock Exchange Association Ltd (CSE). Based on the information available, the Equity Shares of SCIL are frequently traded on BSE, infrequently traded on NSE and not traded on CSE. All the Equity Shares of the Company are listed on all these three Stock Exchanges viz BSE, NSE and CSE. 5.8 The Company entered the capital market with a Public Issue of 3,02,000 Equity Shares of Rs.10/- each for cash at par aggregating to Rs.30,20,000 in terms of Prospectus dated October 31, 1979. 5.9 SCIL vide its letter dated October 19, 2004 has certified that (a) Equity Shares of the Company were not suspended any time in the past in any of the Stock Exchanges and (b) there have not been any listing agreement violations in the past. 5.10 There are no outstanding warrants in the books of the Company. 5.11 As on the date of PA, issued, subscribed, called up and paid up Equity Share Capital of SCIL is Rs. 4,60,65,610/- comprising of 46,06,561 Equity Shares of Rs. 10/- each and while determining 19.63% of the paid up equity share capital for the purpose of minimum public offer, aforesaid paid up equity share capital is considered in terms of Regulation No. 21(5) of SEBI Takeover Regulations which provides that for this purpose, voting rights as at the expiration of 15 days after the closure of the proposed public offer shall be reckoned.

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5.12 Company vide its letter dated October 19, 2004 clarified that it received a letter no. CFD/DCR/RC/TO/13060/04 dated September 10, 2004 from the Securities and Exchange Board of India for alleged non-compliance of Regulations 6(2) and 6(4) of Securities and Exchange Board of India ( Substantial Acquisition of Shares and Takeovers ) Regulations, 1997 which has been replied vide letter dated September 24, 2004. Further, the Company confirmed that except for the above, the Company has been complying with the applicable provisions of Chapter II of SEBI Takeover Regulations within the time specified in the Regulations. 5.13 Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 1997 came into force on February 20, 1997. The Promoters complied with the disclosure requirements under transitional provisions and have been complying with the provisions of continual disclosure requirements of Chapter II of the Regulations. 5.14 The Company’s management is vested with the Board of Directors. The composition of the Board of Directors as on the date of PA i.e. October 13, 2004 was as follows: Names Designation Date of

Apptmt Qualification Residential

Addresses Experience Particulars

Mr. Per Hofvander

Chairman 30.04.2004 M.Sc. (Civil Engg)

Fyrvagen 11, 23940 Falsterbo, Sweden

Over 35 years in civil engineering, overseas projects, international business, etc.

Mr. Trevor Archibald Philpot

Vice-Chairman

05.03. 1991 Civil Engineer Merrills, 43, Latchmoor Way, Gerrads Cross, Bucks SL9 8LZ England.

Over 40 years in civil engineering, overseas joint ventures, project finance, etc.

Mr. Staffan Levin

Director 30.04.2004 Graduate Business Administrator

Vittskovlegatan 4, 21619 Malmo, Sweden

Over 25 years in Construction Industry.

Mr. Darius Erach Udwadia

Director 09.02.1983 M.A., LL.B (Bombay) Advocate and Solicitor

Empress Court, Churchgate Reclamation, Mumbai 400 020.

Advocate and Solicitor * 39 years standing in the legal profession

Mr. Sunil Shah Singh

Managing Director

01.06.2000 Engineer (IIT) 8A Mayfair Gardens, Little Gibbs Road, Malabar Hill, Mumbai 400 006

Over 30 years as Senior Management Executive in major engineering companies.

Mr. Anup Kumar

Director - General

01.04.1995 B.E. (Civil), F.I.F., F.I.G.S.

P 246, ‘B’ Block,

Over 38 years in civil engg,

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Chatterjee

Manager Lake Town, Calcutta 700 089

management of major projects, turnkey projects, joint venture, etc.

Mr. Srinivasan Mukundan

Commercial Director

10.06.1996 B.Tech., PGDMS

No.B / 1404, Florentine CHS, Main Street, Hiranandani Gardens, Powai, Mumbai 400 076

Over 22 years in Engg and Commercial Management in senior position with leading Engineering and Indian Corporations.

Mr. Kishor Madhav Thatte

Finance Director and Secretary

26.02.1999 B.Com., A.C.A., A.C.S

A 401, Shree Sai Shilp, Near Sagar Prasad Society, Gavanpada, Mulund (East), Mumbai 400 081

Over 23 years in taxation, finance and management accounts

Mr. Nasser Munjee

Director 01.08.2003 B.Sc. Hons., M.Sc. Economics, Ph. D in Economics

Benedict Villa, House No. 471 Saud Vaddo, Chorao Island, Tiswadi Goa.

Over 24 years in economics and finance

* Advocate and Solicitor - Bombay High Court, Solicitor - Supreme Court of England, Partner - Udwadia & Udeshi, Solicitors and Advocates - Mumbai. His practice areas are Corporate Law, Commercial Law, Joint Ventures, Foreign Investment, Mutual Funds, Mergers and Acquisitions, International Loans, Project Finance, Capital Markets, Intellectual Property and Conveyancing. The Acquirers do not have any representatives on the Board of Directors as on the date of PA. 5.15 There has been no merger/ demerger/ spin off of SCIL in the last three years.

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5.16 Brief audited financial details of SCIL are as under: Profit & Loss Statement

(In Rupees Lakhs)For the Year Ended December 31/June 30 Year I Year II Year III 6 Months to

Dec-01 Dec-02 Dec-03 Jun-04Audited Audited Audited Unaudited

Income from operation 21,213.67 32,972.73 56,936.66 31,510.74 Other Income 264.04 555.03 494.56 137.00 Total Income 21,477.71 33,527.76 57,431.22 31,647.74 Total Expenditure (19,749.13) (31,339.55) (55,397.27) (32,228.06) Profit Before Depreciation, Interest and Tax 1,728.58 2,188.21 2,033.95 (580.32) Depreciation (518.82) (729.31) (913.35) (445.97) Interest (153.21) (166.77) (518.04) (353.60) Profit Before Tax 1,056.55 1,292.13 602.56 (1,379.89) Provision for Tax (Net) (277.00) (473.00) (213.00) 233.00 Profit After Tax 779.55 819.13 389.56 (1,146.89)

Balance Sheet Statement(In Rupees Lakhs)

Year Ending December 31 Year I Year II Year IIIDec-01 Dec-02 Dec-03Audited Audited Audited

Sources of fundsPaid up share capital 460.65 460.65 460.66 Reserves and Surplus (excluding revaluation reserve) 7,317.43 7,994.75 8,306.44 Networth 7,778.08 8,455.40 8,767.10 Secured loans - 785.78 1,587.05 Unsecured loans - 500.00 2,000.00 Deferred tax liability 427.00 407.00 389.00 Total 8,205.08 10,148.18 12,743.15 Uses of fundsNet fixed assets (Including Capital work-in-progress) 3,630.96 5,374.59 5,544.49 Investments - - - Net current assets 4,574.12 4,773.59 7,198.66 Total miscellaneous expenditure not written off - - - Total 8,205.08 10,148.18 12,743.15

Other Financial data

Year Ending December 31 Year I Year II Year IIIDec-01 Dec-02 Dec-03Audited Audited Audited

Dividend (%) 30% 30% 15%Earning Per Share 16.92 17.78 8.46 Return on Networth 10.02 9.69 4.44 Book Value Per Share 168.85 183.55 190.32 Dividend (Rs. In lakhs) 138.20 138.20 69.10 Formulae / Ratio details: Earning per share = Profit After Tax / Number of Shares Return On Net Worth = Profit After Tax / Networth * 100 Book Value = Networth / Number of shares Source for Unaudited financials for 6 months period ended June 30, 2004 - Filed with Stock Exchanges in compliance with Listing Agreement.

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5.17 Pre and Post Offer Shareholding Pattern :

Shareholders Category

Number % Number % Number % Number %1. Promoter Group:(a) Parties to MOU / SPA 3702171 80.37 -3702171 -80.37 0 0.00 0 0.00(b) Other than (a) above 0 0.00 0 0.00 0 0.00 0 0.00Total 3702171 80.37 -3702171 -80.37 0 0.00 0 0.00

2. Acquirer Company 0 0.00 3702171 80.37 904390 19.63 4606561 100.00

3. Parties to MOU / SPA 0 0.00 0 0.00 0 0.00 0 0.00other than 1(a) and 2 above

4. Public other than partiesto MOU / SPA (a) Banks, FIs, FIIs, MFs etc 33700 0.73 0 0.00 -33700 -0.73 0 0.00(b) Others 870690 18.90 0 0.00 -870690 -18.90 0 0.00Total of (a) and (b) 904390 19.63 0 0.00 -904390 -19.63 0 0.00

Grand Total 4606561 100.00 3702171 80.37 904390 19.63 4606561 100.00

Note: Acquirer Company has not purchased any shares in SCIL after PA till the date of this letter of offer

Shares / voting rights prior to MOU / SPA

and Open Offer

Shares / voting rights acquired which

triggered the Regulation

Shares / Voting rights to be

acquired in the Open Offer

(Assuming full acceptances)

Shares / Voting rights after MOU /

SPA acquisition and Open Offer

Post offer shareholding pattern has been prepared assuming that Acquirer Company would acquire 9,04,390 equity shares in the public offer from the public category ie 4 above. 5.18 Details of change in shareholding of the promoters ie The Cementation Company Limited over a period of time and the status of compliance of applicable provisions are as follows: Date of Issue/ No of Nature of Issue Compliance Allotment Shares Status

20.07.1978 51 Subscribers to the Memorandum Complied with

12.02.1980

408,000 Shares allotted for consideration Complied with other than in cash in terms of the Scheme of Amalgamation of The Cementation Company Limited with Cemindia Company Limited as approved by the High Court at Mumbai vide its Order dated 14th June, 1979

16.05.1984

244,830 Bonus Shares in the ratio of 3:5 Complied with

01.11.1994

652,881 Bonus Shares in the ratio of 1:1 Complied with

10.03.1998

1,659,816 Rights Shares @ Rs.10 + Share Complied with

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Premium of Rs.190 i.e.Rs.200 per share

07.09.2001

736,593 Shares acquired at Rs.151 per share in Complied with Open Offer as per Letter of Offer

dated July 03, 2001 Total 3702171

Note: The Promoters’ shareholding in SCIL was 51% at each stage from the date of subscription to Memorandum of Association upto the allotment of bonus shares in 1994. In the Rights Issue of 1998, promoters were allotted 10,44,609 Equity Shares as their rights entitlement in the ratio of 4:5 on 13,05,762 equity shares held and promoters subscribed to another 6,15,207 Equity Shares being the unsubscribed portion of the rights issue. Their aggregating holding therefore increased from 51% to 64.38%. Skanska AB, Sweden, (Skanska) through its wholly owned subsidiary Skanska Europe, A.B., Sweden acquired shares in and the business of Kvaerner Construction Group Limited, U.K. from Kvaerner PLC, a wholly owned subsidiary of Kvaerner ASA. The Cementation Company Limited, U.K. was a wholly owned subsidiary of Kvaerner Construction Group Limited and was holding 64.38% shares in SCIL. Pursuant to the deemed acquisition by Skanska of Cementation's shares in SCIL, Skanska alongwith Cementation (Person Acting in Concert) made an Offer to the public shareholders of SCIL to acquire 16,40,943 fully paid up equity shares representing 35.62% being the balance outstanding shares at a price of Rs.151/- per share. In the aforesaid Offer, Cementation acquired 7,36,593 equity shares in 2001 and hence holding increased from 64.38% to 80.37%. Shareholding of The Cementation Company Limited, U.K. has increased from 51% to 80.37% during the period 1994 to 2001 and necessary approvals were obtained from RBI for each such increase in shareholding. 5.19 The Acquirer Company has not acquired any equity shares of SCIL from the date of Public Announcement till the date of this Letter of Offer. 5.20 There are 6,742 shareholders in public category and all owners (registered or unregistered) of shares of SCIL [except parties to the MOU and SPSA ie (a) Acquirer Company and (b) Seller, anytime before closure of the Offer are eligible to participate in the Offer. 5.21 Corporate Governance : The Company has complied with the requirements of Clause 49 on Corporate Governance in the Listing Agreement. A statement on Corporate Governance and Certificate of Compliance by Statutory Auditors are available in the Annual Report for the year ended December 31, 2003. Mr. Sanjay Aggarwal, Partner, Bharat S Raut & Co, Chartered Accountants, the Statutory Auditors of the Company, vide their Certificate / Report on Corporate Governance dated February 27, 2004 which formed part of the Annual Report for the year ended December 31, 2003 confirmed that (a) they have examined the compliance of conditions of corporate governance by the Company for the year ended December 31, 2003 as stipulated in Clause 49 of the Listing Agreement, (b) The Company is in compliance with the conditions of corporate governance as stipulated in the Listing Agreement, (c) no investor grievance is pending for a period exceeding one month against the Company as at December 31, 2003 and (d) Such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which management has conducted the affairs of the Company.

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5.22 The Company has appointed Mr. K.M. Thatte, Finance Director and Secretary as the Compliance Officer and his address is Skanska Cementation India Limited, Apeejay House, Dinshaw Vachha Road, Mumbai 400 020; Tel No: 91 22 2285 5030; Fax No: 91 22 2285 5032. 5.23 The Company vide its letter dated October 19, 2004 confirmed that it has complied with listing requirements as of date and none of the Stock Exchanges has taken any penal action against the Company. 5.24 Reasons for rise / fall in total income / PAT : Due to non-availability of work fronts and delays in clearing obstructions beyond the control of the company, a few projects have suffered and as a result, the company's performance has had a setback during the year ended December 31, 2003. 5.25 Pending Litigation matters / Disputed Liability : The Company vide letter dated October 26, 2004 clarified following: The Income-tax matters aggregating to Rs.89,14,972 are under dispute before Appellate Authorities and the outcome of which is contingent in nature. Hence tax liabilities thereof are unascertainable. The Sales-tax liability amounting to Rs.51,38,055/- are under dispute before Appellate Authorities. Pending finalisation of the same, an amount of Rs.79,45,286/- has already been paid by way of tax deducted at source (TDS). Two show cause notices were received from Excise Departments for payment of excise duty aggregating to Rs.62 Lakhs on cement concrete dollasses and precast panels. Both the cases are being contested. Construction activities carried out at site are exempted from the purview of excise law and further no duty is payable by us in light of Tribunal / Court's decisions in other cases. In one of the cases where excise notice has been received for Rs.52 Lakhs, in the event if the Company is required to pay any excise duty, the Company is entitled to get full reimbursement from the Owner as per the Contract with them. 6. OFFER PRICE AND FINANCIAL ARRANGEMENTS 6.1 Justification of Offer Price 6.1.1 Equity Shares of SCIL are presently listed on (a) The Stock Exchange, Mumbai (BSE), (b) National Stock Exchange of India Ltd (NSE) and The Calcutta Stock Exchange Association Ltd (CSE). All the Equity Shares of the Company are listed on all these three Stock Exchanges. Based on the information available, the Equity Shares of SCIL are frequently traded on BSE, infrequently traded on NSE and not traded on CSE. 6.1.2 The details of the trading volumes on BSE, NSE and CSE for the 26 week period ended on October 11, 2004 ie the date preceding the date of PA are as follows: Stock Exchanges

Total shares traded

Total No. of listed shares prior to PA

Annualised trading turnover as a % of total number of listed shares

BSE 1,39,255 46,06,561 6.05 NSE 83,559 46,06,561 3.63 CSE 0 46,06,561 0.00

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Equity Shares of SCIL are deemed to be frequently traded on BSE as the annualised trading turnover is 6.05% which constitutes more than 5% of the total number of listed shares in terms of Explanation (i) to Regulation 20(5) of SEBI Takeover Regulations. Equity Shares of SCIL are deemed to be infrequently traded on NSE as the annualised trading turnover is 3.63% which constitutes less than 5% of the total number of listed shares in terms of Explanation (i) to Regulation 20(5) of SEBI Takeover Regulations. Equity Shares of SCIL are deemed to be infrequently traded on CSE as there has been no trading on CSE since January 01, 2003 upto October 12, 2004 as per the certificates dated September 28, 2004 and October 14, 2004 issued by CSE. Bombay Stock Exchange - BSE 6.1.3 Following are the average of the weekly high and low of the closing prices and volume data for the 26 week period ended on October 11, 2004 i.e. the date preceding the date of PA:

Weeks Week Ending

Weekly High

Weekly Low

Weekly Average Volume

26 11/10/2004 239.55 195.30 217.43 29,31625 4/10/2004 196.10 190.05 193.08 6,82724 27/09/2004 192.85 188.00 190.43 8,05323 20/09/2004 194.60 187.80 191.20 8,795 22 13/9/2004 198.70 187.00 192.85 4,736 21 6/9/2004 212.15 183.70 197.93 28,801 20 30/08/2004 167.00 161.60 164.30 8,287 19 23/08/2004 170.95 163.95 167.45 6,109 18 16/08/2004 175.90 168.80 172.35 2,94217 9/8/2004 185.00 171.05 178.03 5,58016 2/8/2004 190.00 185.15 187.58 55715 26/07/2004 192.60 186.65 189.63 4,509 14 19/07/2004 191.75 179.70 185.73 6,527 13 12/7/2004 185.00 174.20 179.60 1,509 12 5/7/2004 189.00 181.10 185.05 1,830 11 28/06/2004 190.00 178.55 184.28 1,185 10 17/06/2004 191.00 185.55 188.28 254 9 14/06/2004 200.00 190.00 195.00 355 8 7/6/2004 208.00 190.00 199.00 553 7 31/05/2004 205.00 186.00 195.50 3,321 6 24/05/2004 209.90 185.00 197.45 1,570 5 17/05/2004 220.00 182.65 201.33 1,565 4 10/5/2004 234.90 220.15 227.53 2,146 3 3/5/2004 238.50 220.95 229.73 1,265 2 23/04/2004 240.75 236.10 238.43 992 1 19/04/2004 249.00 237.50 243.25 1,671

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Average 195.86 Shares

Traded 1,39,255

Annualised 2,78,510 Listed

Shares 46,06,561

Frequency 6.05

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6.1.4 Following are the price and volume data for the 2 week period ended on October 11, 2004 ie the date preceding the date of PA

Dates Daily High Daily Low Daily Average

11/10/2004 249.00 235.00 242.00

9/10/2004 244.50 229.10 236.80

8/10/2004 238.00 225.00 231.50

7/10/2004 230.00 207.15 218.58

6/10/2004 213.00 195.00 204.00

5/10/2004 197.00 191.80 194.40

4/10/2004 199.00 192.00 195.50

1/10/2004 194.20 190.10 192.15

30/09/2004 192.90 191.00 191.95

29/09/2004 194.00 188.00 191.00

28/09/2004 195.00 190.30 192.65

Average 208.23

(Sources for determination of trading frequency and pricing: BSE certificate ) 6.1.5 The Offer Price of Rs. 209.00 per Equity Share of Face Value Rs. 10/- each of SCIL is as per the parameters as set out in Regulation 20(4) of SEBI Takeover Regulations and the same is justified as per Regulation 20(11) as follows: Parameters as per Regulation 20(4) Price per Equity Share of Rs. 10/- each of

SCIL The negotiated price as per MOU dated October 12, 2004 and SPSA dated October 18, 2004

Rs. 167.71

The price paid by the Acquirer Company for acquisitions, if any, including by way of allotment in a public or rights or preferential issue, during the 26 week period prior to the date of Public Announcement

Not Applicable

Average of the weekly high and low of the closing prices of SCIL during the 26 weeks preceding the date of PA

Rs. 195.86

Average of the daily high and low prices of SCIL during the 2 weeks preceding the date of PA

Rs. 208.23

Calcutta Stock Exchange [CSE] 6.1.6 Equity Shares of SCIL are deemed to be infrequently traded on CSE as there has been no trading on CSE since January 01, 2003 upto October 12, 2004 as per the certificates dated September 28, 2004 and October 14, 2004 issued by CSE.

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The Offer Price of Rs. 209.00 per Equity Share of Face Value Rs. 10/- each of SCIL is as per the parameters as set out in Regulation 20(5) of SEBI Takeover Regulations and the same is justified as per Regulation 20(11) as follows: Parameters as per Regulation 20(5) Price per Equity Share of Rs. 10/- each of

SCIL The negotiated price as per MOU dated October 12, 2004 and SPSA dated October 18, 2004

Rs. 167.71

The price paid by the Acquirer Company for acquisitions, if any, including by way of allotment in a public or rights or preferential issue, during the 26 week period prior to the date of Public Announcement

Not Applicable

Other parameters based on the audited financial results for the year ended on December 31, 2003

1. Book Value per share Rs. 190.32 2. Return on Networth 4.44% 3. Earning Per Share Rs. 8.46 4. Offer P/E [Price Earning Ratio] 24.71 5. P/E multiple for the Industry category ie “Construction” is 12.50 [Source: “Capital Market” dated October 11-24, 2004] 6. Fair Value of the share keeping in view Supreme Court decision in HLL case Rs. 86.78

6.1.7 Share price arrived at as per regulation No. 20(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations in light of Supreme Court Judgment on Hindustan Lever case keeping in view the guidelines of erstwhile Controller of Capital Issues. A. Net Asset Value (NAV) The latest audited Balance Sheet available as at the valuation date is for the 12 months period ended 31st December, 2003 and forms the basis for estimating the NAV of the Company. The Net Asset Value of the Company per share is (Rs.924.20) (negative) after taking into consideration contingent liability including Bank Guarantee. The Net Asset Value of the Company per share is (Rs.123.52) (negative) after taking into consideration contingent liability excluding Bank Guarantee.

B. Market Based Value The average of weekly high and low of the closing prices of the shares of Skanska Cementation India Limited on BSE, for the 26 weeks period ended 11.10.2004 is Rs.195.86 and average of daily high and low prices during 2 weeks period ended 11.10.2004 is Rs.208.23 (Based on the information obtained from The Stock Exchange, Mumbai vide their letters dated 1.10.2004 and 20.10.2004). The average of weekly high and low of the closing prices of the shares of Skanska Cementation India Limited on NSE, for the 26 weeks period ended 11.10.2004 is Rs.196.45 and average of daily high and low prices during 2 weeks period ended 11.10.2004 is Rs.207.98 (Based on the information obtained from National Stock Exchange of India Limited

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Mumbai vide their letters dated 8.5.2004, 5.6.2004, 15.7.2004, 3.8.2004, 29.9.2004 and 18.10.2004). Shares of Skanska Cementation India Limited are frequently traded at BSE and infrequently traded at NSE. There was no trading during aforesaid period at CSE. (Based on the information obtained from The Calcutta Stock Exchange Association Limited vide their letters dated 28.9.2004 and 14.10.2004). C. Profit Earning Capacity Value (PECV) We have considered the last three period (12 months period ended on 31.12.01 and 31.12.02 and 31.12.03) for assessing the profits. It is noticed that the Company's profit has reduced by more than 50% during the year 2003 compared to the year 2002 and as per CCI guidelines the profits earned after tax by the Company for the year ended 31st December, 2003 for which audit figures are available have been considered for assessing the profits. Looking to the negative NAV and the average market price, the profit earning capacity of the Company is evaluated and the profits thus arrived are discounted @ 12%. The value of the shares based on Profit Earning Capacity would be Rs.70.47 D. Share Valuation on application of Supreme Court Judgment in Hindustan Lever Case Considering the Supreme Court decision in the Hindustan Lever Employee Union Vs Hindustan Lever Limited (1995) 83 com Case 30 wherein the Hon. Court has opined that the fair value for a listed company could be assessed based on the following weightages:

Net Asset Value 1 Market Based Value 2 Earning Based Value 2 Considering : The Net Asset Value of the Company per share is (Rs.924.20) (negative) after taking

into consideration contingent liability including Bank Guarantee.

The Net Asset Value of the Company per share is (Rs.123.52) (negative) after taking

into consideration contingent liability excluding Bank Guarantee. Market Based Value of Rs.208.23 Earning Based Value Rs.70.47 The estimated fair value of the share could be (Rs.73.36) (negative) per share after taking into consideration contingent liability including Bank Guarantee. The estimated fair value of the share could be Rs.86.78 per share after taking into consideration contingent liability excluding Bank Guarantee. Accordingly the fair value of the shares of Skanska Cementation India Limited for the purpose of open offer as per Regulation No. 20(5) of SEBI Substantial Acquisition of Shares and

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Takeovers) Regulations, 1997 and subsequent amendments thereto is in the region of Rs. 86.78 per share. Justification for offer price 6.1.8 Annualised trading turnover on BSE is 6.05% which is more than 5% of the total number of listed shares and therefore the shares of SCIL are deemed to be “frequently traded” on BSE in terms of Explanation (i) to Regulation 20(5) of SEBI Takeover Regulations. As per the parameters set out in Regulation 20(4) of SEBI Takeover Regulations, applicable for companies whose shares are frequently traded, the minimum offer price works out to Rs. 208.23 as illustrated above and the open offer price of Rs. 209.00 is more than the highest of the parameters as specified in Regulation 20(4) of SEBI Takeover Regulations. 6.1.9 Therefore the Offer Price of Rs. 209.00 per Equity Share of Face Value Rs. 10/- each of SCIL is as per the parameters as set out in Regulation 20(4) and 20(5) of SEBI Takeover Regulations and the Offer price is justified as per Regulation 20(11) of SEBI Takeover Regulations. 6.1.10 Based on the above, (a) the Managers to the Offer and (b) the Acquirer Company are of the opinion that the Offer Price of Rs. 209.00 per equity share is justified. 6.1.11 The Offer Price will not be less than the highest price paid by the Acquirer Company for any acquisition of Equity Shares of SCIL from the date of Public announcement i.e. October 13, 2004 upto 7 working days prior to the closure of the Offer ie Thursday, December 16, 2004. 6.2 Financial Arrangements 6.2.1 The total funds required for the acquisition of 9,04,390 Equity Shares of SCIL in the open offer assuming full acceptance at Rs. 209.00 per Equity Share amount to Rs. 18,90,17,510/- (Rupees Eighteen Crores Ninety Lakhs Seventeen Thousand Five Hundred Ten only). Acquirer Company has adequate and firm financial resources to meet the financial requirements and obligations of the Offer and sources of funds shall be through internal resources. 6.2.2 Acquirer Company has opened an off shore cash escrow account with Export-Import Bank of Thailand, a juristic person established pursuant to the Export-Import Bank of Thailand Act B.E. 2536 (1993), having a place of business at 1193 Exim Building, Phaholyothin Road, Samsennai, Phayathai, Bangkok 10400, Thailand under the name and style of “Italian-Thai Development Public Company Limited - Skanska Cementation India Limited - Open Offer Escrow Account [ITD-SCIL-Open Offer Escrow Account]” bearing No. 001-2-00035-6 and deposited 185,700,000 Baht equivalent to Rs. 20,61,27,000 [Rupees Twenty Crores Sixty One Lakhs Twenty Seven Thousand only], at an exchange rate of Rs. 1.11 per Baht, [Exchange Rate on October 12, 2004] being more than 100% of the total purchase consideration payable under the Offer assuming full acceptance at the aforesaid offer price. Acquirer Company has confirmed that the funds lying in the above mentioned off shore cash escrow account will be utilized exclusively for the purpose of the Open Offer. Acquirer Company is in the process of getting the lien marked by the escrow banker on the funds lying in the escrow account in the name of the Managers to the Offer as per the banking rules prevailing in Thailand. 6.2.3 Mr. Suchart Sirithanawuth, 278, Soi BaromRajjachonni 4, BangBumru, Bangplud, Bangkok Tel: 66 1 615 9216 [Membership No: CPA Thailand 4239], Certified Public Accountant, has certified vide his letter dated October 12, 2004 that Acquirer Company has

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adequate financial resources to finance the above mentioned acquisition to the extent of their obligations of the Offer. 6.2.4 As soon as requisite approval is obtained from RBI for opening and operating an escrow account in India, Acquirer Company will open a cash escrow account in a scheduled commercial bank in India as per the provisions of SEBI Takeover Regulations and upon the instructions of the managers to the Offer, transfer the funds lying in the above mentioned off shore escrow account and Managers to the Offer will be duly authorised to realise the value of cash escrow account in compliance with Regulation No.28 of SEBI Takeover Regulations. Acquirer Company has undertaken to mark a lien thereon in favour of the Managers to the Offer. 6.2.5 In view of aforesaid off shore cash escrow deposit which constitutes more than 100% of the total purchase consideration payable under the Offer, the Managers to the Offer are satisfied and confirm that that firm arrangements for financial resources required to implement the offer i.e. funds and money for payment through verifiable means are in place to fulfill the Offer obligations and are satisfied that Acquirer Company has the ability to implement the Offer in accordance with the Regulations. 6.2.6 In the event of any short fall in the cash escrow amount arising on account of exchange rate fluctuations, the Acquirer Company has undertaken to provide additional funds to ensure that the escrow account has adequate funds to the extent of 100% of the total purchase consideration payable under the Offer at all times, to discharge its offer obligations irrespective of fluctuations in the conversion rate. 6.2.7 As off shore cash escrow deposit constitutes more than 100% of the total purchase consideration payable under the Offer, in the Public Announcement released in the newspapers on October 13, 2004, ITD proposed to reconstitute the Board of Directors of SCIL after a period of 21 days from the date of the PA in terms of Regulation No. 22 (7) of SEBI Take Over Regulations. ITD has assumed two positions in the Board of Directors of SCIL with effect from November 04, 2004 by way of appointment of Mr. Premchai Karnasuta, Director, ITD and Mr. Pathai Chakornbundit, Director, ITD as directors. 7. TERMS AND CONDITIONS OF THE OFFER 7.1 The Offer is being made by the Acquirer Company to (a) all the remaining Equity Shareholders of SCIL whose names appeared in the Register of Members on Thursday - October 14, 2004 ie Specified Date, [except parties to MOU and SPSA ie Acquirer Company and the Seller and (b) beneficial owners of the equity shares of SCIL, whose names appeared as beneficiaries on the records of the respective Depositories, at the close of business hours on Thursday - October 14, 2004 ie Specified Date and (c) to those persons who own the Equity Shares of SCIL any time prior to the date of the closure of the Offer i.e. Monday - December 27, 2004 but who are not the registered Shareholders of SCIL, pursuant to SEBI Takeover Regulations. 7.2 The Offer is not subject to any minimum level of acceptance and the Acquirer Company will acquire the equity shares of SCIL that are tendered in the valid form in terms of this offer up to a maximum of 9,04,390 Equity Shares. 7.3 The Offer will open on Monday - December 06, 2004 and close on Monday - December 27, 2004. 7.4 Shareholders who have accepted the offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer can withdraw the same upto three

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working days prior to the date of the closure of the offer ie on or upto Wednesday - December 22, 2004. 7.5 The instructions, authorisations and provisions contained in the Acceptance Form constitute an integral part of the terms of this Offer. 7.6 Each Shareholder of SCIL to whom this Offer is being made is free to offer his shareholding in SCIL in whole or in part while accepting the Offer. However, parties to MOU and SPSA ie (a) Acquirer Company and (b) Seller are not eligible to tender their shares under the offer. 7.7 The shares will be acquired by the Acquirer Company free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights offer declared thereafter. 7.8 The Offer is subject to receipt of the following statutory and regulatory approvals, and clearances: Approval is required and Acquirer Company ie Italian-Thai Development Public Company Limited has filed an application with Foreign Investment Promotion Board [FIPB] / Secretariat of Industrial Assistance [SIA] of Government of India vide their letter dated November 22, 2004 for their requisite approval for transfer of equity shares tendered in the open offer by resident Shareholders ie individuals and institutions, Overseas Corporate Bodies, FIIs etc in their favour. Necessary application will be filed with the Regional Office of Reserve Bank of India at Mumbai [RBI] for their requisite permission to open and fund cash escrow account in India by way of transfer of funds from the offshore escrow account. Acquirer Company will approach RBI for their requisite permission to open a special account in India for the purpose of releasing payment of purchase consideration to eligible shareholders after the closure of the Open Offer. Acquirer Company will make an application to RBI for their In Principle approval for transfer of equity shares from above categories of eligible shareholders as soon as approval is obtained from FIPB / SIA / GOI and further for their final approval for transfer and acquisition of equity shares and release of purchase consideration to eligible shareholders upon closure of open offer once the basis of acceptance is determined. Acquirer Company does not require any approvals from banks / financial institutions for the offer. Besides above, transfer of shares covered in the MOU and SPSA and the acceptance of shares to be tendered in the open offer are subject to any other non Indian regulatory approvals that may be required and that may become applicable. As on date no other statutory / other approvals other than those indicated above are required for the Offer. If any other statutory approvals become applicable, the offer would be subject to such approvals. Acquirer Company will have a right, in terms of Regulation No. 27 (1)(b) of SEBI Takeover Regulations, not to proceed with the offer in the event of statutory approvals indicated above are not obtained / refused. 7.9 In case of delay in receipt of statutory approvals as explained above beyond Monday - January 10, 2005, SEBI has power to grant extension of time to Acquirer Company for

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payment of consideration to eligible shareholders / beneficial owners, subject to Acquirer Company agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation No. 22(12) of the Regulations. If the delay occurs due to willful default of the Acquirer Company in obtaining requisite approvals, Regulation 22(13) of the Regulations will become applicable. 7.10 Where the Acquirer Company fails to obtain the requisite approvals in time on account of willful default or neglect or inaction or non-action on its part, the amount lying in the escrow account shall be liable to be forfeited and dealt with in the manner provided in Regulation 28 of SEBI Takeover Regulations, apart from the Acquirer Company being liable for penalty as provided in the Regulations. 7.11 Barring unforeseen circumstances, the Acquirer Company would endeavour to obtain all the approvals by Monday - January 10, 2005. 7.12 There was no competitive bid. -As the Offer price cannot be revised during 7 working days prior to the closing date of the Offer, it would therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price and tender their acceptance accordingly. 7.13 The Acquirer Company / Managers to the Offer will within a period of 45 days of the closure of the Offer inform the Stock Exchanges and SEBI as to level of acceptance received thereof. 7.14 The acceptance of the Offer of the Acquirer Company is entirely at the discretion of the Equity Shareholders of SCIL. The Acquirer Company will not be responsible for any loss of Equity Share certificate(s) and Offer acceptance documents during transit and the Equity Shareholders of SCIL are advised to adequately safeguard their interests in this regard. 7.15 The Acquirer Company will proceed with the Offer even if they are unable to obtain acceptance to the extent of 9,04,390 fully Paid-up Equity Shares of face value of Rs. 10/- each of SCIL. 7.16 In the case of shares acquired from non resident shareholders, the Acquirer Company will not be responsible for any fall in the value of the Rupee due to any fluctuation in the foreign exchange market on account of delay in the approval. 7.17 Accidental omission to despatch this Letter of Offer to any person to whom this Offer has been made to or non-receipt of this Offer by any such person shall not invalidate the Offer in any way. 7.18 The acceptance must be unconditional and should be sent with the attached form duly filled in, signed by the applicant Shareholder(s) which should be received by the Registrars to the Offer at the address mentioned in paragraph No. 8.13 on or before Monday - December 27, 2004. If any change or modification is made, the acceptance is liable to be rejected. 7.19 Expenses relating to the Offer will be borne by the Acquirer Company. 7.20 The Acquirer Company reserves the right of upward revision of (a) price and (b) number of Shares to be acquired at any time up to 7 working days prior to the closure of the Offer as per Regulation 26 of SEBI Takeover Regulations. The same price would be paid by the Acquirer Company for all the Shares tendered any time during the Offer and accepted under

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the Offer. The information about such revision(s), if any, would appear in the same newspapers in which Public Announcement has appeared. 7.21 There shall be no discrimination in the acceptance of locked-in shares and non-locked in shares and locked-in shares can be transferred to the Acquirer Company subject to continuation of the residual lock-in period in the hands of the Acquirer Company. However, in the instant case, there are no locked in shares in the books of the target company as of date. 8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF THE OFFER 8.1 Shareholders of SCIL, who wish to avail this Offer should forward the under mentioned documents by hand delivery or by registered post or by courier to Tata Consultancy Services Ltd, Park West-II, Raheja Estate, Kulupwadi Road, Borivali East, Mumbai 400066 Tel. No. 91 22 56689824/29, Fax No. 91 22 56689799, Email: [email protected] so as to reach the Registrars on or before Monday - December 27, 2004 on their working days during business hours indicated in para No. 8.13. In the case of dematerialised shares, the Registrar is not bound to accept those offers which have not yet been credited to the Escrow Depository Participant (DP) account as on the date of Closure of the Offer, i.e. Monday - December 27, 2004. No documents for tendering the shares should be sent either to the Acquirer Company or Managers to the Offer or SCIL. 8.2 Registered Shareholders of SCIL holding physical shares should submit:

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

• Original Equity Share Certificate(s).

• Valid Share Transfer Deed(s) duly signed as transferors by all shareholders (in case of

joint holdings) in the same order and as per specimen signatures lodged with SCIL. In case the present signature of the shareholder(s) differ from the specimen signatures lodged with SCIL, transfer deeds should be duly witnessed at the appropriate place by a notary or bank manager or member of stock exchange under their seal of office and membership number. In each case, the name and address of the attesting authority, attesting authority’s seal and registration number (if the authority is a notary public/member of stock exchange) or the name and address of the bank (if the authority is a Bank manager) should appear. Further, all attestations should be unconditional, i.e. the authority attesting should not deny the responsibility of identifying the person and the signature by qualifying the attestation. If the said guidelines are not followed, Acquirer Company reserves the right to reject the transfer deed alongwith the application. The transfer deed should be left blank, except for the signatures as mentioned above.

8.3 Not withstanding that the signature(s) of the transferor(s) has/ have been attested as aforesaid, if the signature(s) of the transferor(s) differ(s) from the specimen signature(s) recorded with SCIL or are not in the same order, such equity shares are liable to be rejected under this Offer even if the Offer has been accepted by a bonafide owner of such equity shares. 8.4 Unregistered Owners of equity shares / Registered shareholders who have not received the Letter of Offer and are holding physical shares should enclose the Acceptance Form which is

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available on SEBI web site (www.sebi.gov.in), duly completed and signed in accordance with the instructions contained therein or an application in writing on a plain paper with Original Equity share certificates, original broker contract note, valid share transfer deed(s) as received from the market stating the name, address, number of shares held, number of shares offered, distinctive numbers and folio number. All other requirements for valid transfer (including matching of signatures) will be precondition for acceptance. No indemnity is required from the unregistered owners. 8.5 In the case of shareholders who have sent their physical share certificates for transfer to SCIL can enclose the acknowledgement if any, received from SCIL. Shareholders who are attaching the acknowledgement are requested to direct SCIL in writing to retain the share certificates for onward submission to the Registrars to the Offer. 8.6 If required such shareholders, may download the Acceptance Form from the SEBI’s site (www.sebi.gov.in) or may request for the Acceptance Form from the Registrars to the Offer. PLEASE DO NOT FILL IN ANY OTHER DETAILS IN THE TRANSFER DEED EXCEPT NAME, SIGNATURE AND WITNESS. 8.7 Procedure for Equity shares held in Dematerialised form - Registered Beneficiary Owners: Beneficiary owners (holders of shares in Dematerialized Form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the Depository Participant (DP) in favour of the escrow demat / depository account. 8.8 Unregistered Beneficiary Owners/ Registered Demat Shareholders who have not received Letter of Offer: These shareholders can apply on a plain piece of paper giving details like the Name, address, Number of shares held, No of shares offered, Depository Details ie DP name, DP ID and Client ID along with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the Depository Participant (DP) in favour of the escrow demat / depository account. Alternatively, they may download the Acceptance Form from the SEBI’s site (www.sebi.gov.in) or may request for the Acceptance Form from the Registrars to the Offer. All other requirements for valid transfer (including matching of signatures) will be precondition for acceptance. 8.9 Tata Consultancy Services Ltd, Registrars to the Offer have opened a special depository account under the name and style of “TCS - ITD SCIL Escrow Demat A/c ” with standard Chartered Bank, 270, D. N. Road, Mezzanine Floor, Fort, Mumbai 400 001 who is acting as Depository Participant and registered with NSDL. DP ID is IN 300100 and Client ID is 12541892. ISIN Number is INE 686A01018. 8.10 Shareholders having their depository account with a Depository Participant who is registered with CDSL have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the escrow demat / depository account with NSDL. 8.11 For each delivery instruction, the beneficial owner should submit a separate Acceptance Form.

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

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

• Duly attested Power of Attorney, if any person other than the Shareholder has signed

the Form of Acceptance cum acknowledgement or transfer deed(s).

• In case of companies, the necessary corporate authorisations (including Board and General Meeting Resolutions) and specimen signatures of authorized signatories.

• Any other relevant documents, as deemed necessary.

8.13 The equity shareholders of SCIL who wish to avail of the Offer can deliver all the relevant documents referred to above to the Registrars to the Offer at the addresses given below (on all days except holidays and Sundays) in accordance with the instructions specified in the Letter of Offer . Collection centre mentioned below would remain open from Monday to Friday between 10.00 am and 1.00 pm & 2.00 pm and 4.00 pm and on Saturdays between 10.00 am and 1.00 pm. Address of the Collection Centre

Contact Person

Mode of delivery

Phone/ Fax / Email

Park West-II, Raheja Estate, Kulupwadi Road, Borivali East, Mumbai 400066

D P Pednekar Hand Delivery / Regd Post / Courier

Tel. No. 91 22 56689824 /29 Fax No. 91 22 56689799 Email: [email protected]

8.14 The documents sent by Registered Post/ Speed Post/ Courier or through other means will be at the applicant’s own risk and cost. 8.15 All owners (registered or unregistered) of shares of SCIL [except parties to MOU and SPSA ie Acquirer Company and the Seller], anytime before closure of the Offer are eligible to participate in the Offer. 8.16 As the present offer is being made by ITD to acquire all the remaining 9,04,390 Equity Shares representing 19.63% of the paid up equity share capital of SCIL pursuant to MOU dated October 12, 2004 and SPSA dated October 18, 2004 entered into by ITD with the Seller for acquisition of an aggregate of 37,02,171 Equity Shares representing 80.37% of the total paid up Equity Share Capital of SCIL, Acquirer Company will acquire all the equity shares of SCIL that are tendered in the valid form in terms of this offer up to a maximum of 9,04,390 Equity Shares. The shares of SCIL are traded in compulsorily dematerialised mode and the minimum marketable lot is one share. 8.17 Equity shares, if any, that are the subject matter of litigation wherein the shareholder/s is / are / may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/orders from competent authority regarding these shares are not received together with the shares tendered under the Offer. The Letter of offer in such cases, would be forwarded to the concerned competent authority for further action at their

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end. In case the shares of SCIL are in the name of tainted persons or the transfer of shares were kept in abeyance due to the inclusion of the tainted persons as declared by the Special Custodian under the Special Act, offers will not be accepted until the shares are cleared by the Special Court appointed for this purpose. 8.18 Shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares dematerialized is completed well in time so that the credit in the Escrow demat / depository account should be received on or before the date of closure of the Offer, else the application would be rejected. 8.19 The Registrars to the Offer will hold in trust the share certificates, shares lying in credit of the escrow demat / depository account, Form of Acceptance cum Acknowledgement, if any and the transfer form/s on behalf of the shareholders of SCIL who have accepted the Offer, till the cheques / demand drafts for the consideration and/ or the unaccepted shares / share certificates are returned / dispatched. 8.20 In the case of dematerialised shares, the equity shares would reside in the Escrow Demat / Depository Account as mentioned above. The Registrars to the Offer will debit the Escrow Demat / Depository account to the extent of payment of consideration made by the Acquirer Company and give instructions for the credit to the beneficiary account of the Acquirer Company. The Equity shares held in dematerialised form to the extent not accepted as a result of non-payment / part payment of consideration by the Acquirer Company will be released to the Beneficial Owner’s depository account with the respective beneficial owner’s depository participant as per details furnished by the Beneficial owner in the Acceptance Form, at the sole risk of the beneficial owner. 8.21 In accordance with Regulation 22(5A) of the Regulations, shareholders who have tendered the requisite documents in terms of the PA and Letter of Offer shall have the option to withdraw acceptances tendered upto three working days prior to the offer closing date. The withdrawal option can be exercised by submitting the documents as per the instructions given below so as to reach the Registrars to the Offer at the collection centre mentioned above as per the mode of delivery indicated therein on or before Wednesday - December 22, 2004. 8.22 The withdrawal option can be exercised by submitting the form of withdrawal which will be sent to shareholders along with the Letter of Offer and the copy of the acknowledgement received from the Registrars to the offer while tendering the acceptances together with (a) In respect of physical shares – name, address, distinctive numbers, folio number, and number of shares tendered and (b) In respect of dematerialized shares – name, address, number of shares tendered, DP Name, DP ID, beneficiary account number and photocopy of the delivery instruction in off market mode duly acknowledged by DP. In case of non-receipt of form of withdrawal, the above application can be made on a plain paper. 8.23 The consideration for the equity shares accepted by the Acquirer Company will be paid by crossed account payee cheques / demand drafts. Such considerations in excess of Rs.1500/- or unaccepted Share certificates, transfer forms and other documents, if any, will be returned by Registered Post / Speed post at the shareholders / unregistered owners’ sole risk to the sole / first shareholder. Consideration upto Rs.1500/- will be dispatched Under Certificate of Posting. It is mandatory that shareholders provide bank account details in the Acceptance Form so that the same can be incorporated in the cheque / demand draft. 8.24 While tendering shares under the open offer, non resident shareholders (NRI/OCB/FII etc) will be required to submit the previous RBI / GOI approvals, if any, which they would have obtained for acquiring the shares of SCIL and No Objection Certificate / Tax Clearance Certificate from the Income Tax Authorities under the Income Tax Act, 1961 indicating the

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rate at which the tax is required to be deducted by the Acquirer Company before remitting the consideration. In case previous approvals as explained above are not submitted, Acquirer Company reserves the right to reject the shares tendered in the open offer. In case the aforesaid No Objection Certificate / Tax Clearance Certificate is not submitted, Acquirer Company will deduct the tax at the current prevailing rates as applicable on the offer price and interest thereon if applicable. 8.25 In the case of resident shareholders, the Acquirer Company will deduct the tax on the interest component exceeding Rs.5,000/- at the current prevailing rates as applicable, if applicable. If the resident shareholder requires that no tax is to be deducted or tax is to be deducted at a lower rate than the prescribed rate, he will be required to submit No Objection Certificate from the Income Tax authorities or a self declaration in Form 15H as may be applicable indicating the rate at which tax is to be deducted by the Acquirer Company. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to give their PAN for Income Tax purposes. Clauses relating to payment of interest will become applicable only in the event of Acquirer Company becoming liable to pay interest for delay in release of purchase consideration. 8.26 Eligible shareholders / beneficial owners are entitled to receive interest at the rate of 10% pa for the delay in payment of purchase consideration beyond Monday - January 10, 2005, the date by which acceptance / rejection would be intimated and the corresponding payment for the acquired shares and / or the share certificates / shares for the rejected shares will be dispatched / returned, as per the schedule in terms of Public Announcement made on October 13, 2004. 9. DOCUMENTS FOR INSPECTION Copies / certified copies of the following documents will be available for inspection at the office of Ind Global Corporate Finance Pvt Limited, 19th Floor, Express Towers, Nariman Point, Mumbai 400021 during normal business hours on any working day ie Monday to Friday between 10:00 am and 3:00 pm during the Offer period i.e. from Monday - December 06, 2004 to Monday - December 27, 2004.

1. Certificate of Incorporation of ITD 2. Certificate of change of name of ITD 3. Articles / Regulations of ITD 4. Memorandum of ITD 5. Objectives of ITD 6. CPA Certificate for adequacy of financial resources with ITD 7. Audited Annual Reports of ITD for the years ended December 31, 2003, 2002 and

2001 8. Audited Annual Reports of SCIL for the years ended December 31, 2003, 2002 and

2001 9. Unnudited financial results of SCIL for the 6 months period ended June 30, 2004 filed

with the Stock Exchanges in compliance with the Listing Agreement 10. Unaudited financial results of ITD for the 6 months period ended June 30, 2004

certified by the Statutory Auditors 11. Letter from Export-Import Bank of Thailand confirming deposit in off shore escrow

cash account 12. Confirmation from ITD that off shore escrow funds will be exclusively utilized for the

open offer 13. Newspaper Clipping of the Public Announcement published on October 13, 2004 14. Board Resolutions passed by ITD for the acquisition and open offer

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15. Letter dated November 17, 2004 received from SEBI in terms of the provisions of Regulation 18(2)

16. MOU between ITD and the Seller 17. Share Purchase and Sale Agreement between ITD and the Seller 18. Escrow Depository agreement entered into with Depositoy Participant 19. Letters from BSE, NSE and CSE certifying the share price and trading volume data

10. DECLARATION BY THE ACQUIRER COMPANY 10.1 A copy of the draft Letter of Offer was delivered to the Board of Directors of SCIL and the Stock Exchanges at Mumbai, Kolkata and National Stock Exchange for information and perusal on October 27, 2004. 10.2 Acquirer Company i.e. ITD and Directors of ITD accept full responsibility for the information contained in this Letter of Offer and also for their obligations as laid down in Regulation 22(6) of SEBI Takeover Regulations. 10.3 Acquirer company i.e. ITD and Directors of ITD are severally and jointly responsible for ensuring compliance with SEBI Takeover Regulations. 10.4 The Managers to the Offer have ensured that Mr. Premchai Karnasuta, Director is duly and legally authorized to sign the Letter of Offer. For and on behalf of Italian-Thai Development Public Company Limited Sd/- Mr. Premchai Karnasuta Authorised Signatory Place: Mumbai Date: November 25, 2004 Encl: 1. Form of Acceptance cum Acknowledgement

2. Transfer Deed (as applicable)

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

OFFER OPENS ON: DECEMBER 06, 2004 CLOSES ON: DECEMBER 27, 2004

• Please submit this Form with enclosures to the Registrars to the Offer at their address given overleaf.

• Please read the enclosed Letter of Offer dated November 25, 2004 carefully before filling this Acceptance Form.

• All terms and expressions used herein shall have the same meaning as ascribed thereto in the Letter of Offer.

• Each shareholder of SCIL to whom this Offer is being made, is free to offer his shareholding in SCIL in whole or in part while accepting the Offer.

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT From To Tata Consultancy Services Ltd [Unit: Skanska Cementation India Ltd] Park West-II, Raheja Estate Kulupwadi Road Borivali East, Mumbai 400066 Dear Sir, Sub: Open offer for purchase of 9,04,390 Equity Shares of Skanska Cementation India Ltd [SCIL] representing 19.63% of the voting paid up equity share capital as at the expiration of 15 days after the closure of the public offer at an offer price of Rs. 209.00 per fully paid-up equity share by Italian-Thai Development Public Company Limited [ITD] I/We refer to the Letter of Offer dated November 25, 2004 for acquiring the equity shares held by me/us in SCIL. I/We, the undersigned, have read the Letter of Offer and understood the contents including the terms and conditions mentioned therein. FOR SHARES HELD IN PHYSICAL FORM I/We accept the Offer and enclose the original share certificate (s) and duly signed transfer deed(s) in respect of my/ our shares as detailed below. Sr.No

Ledger Folio No

Certificate No

Distinctive Nos No of fully paid-up shares

From To

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Total number of equity shares

Please attach an additional sheet of paper if the above space is insufficient and authenticate the same. I/We note and understand that the original share certificate (s) and valid share transfer deed(s) will be held in trust for me/us by Registrars to the Offer until the time the Acquirer Company pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer Company will pay the purchase consideration only after verification of the documents and signatures. ------------------------------------TEAR ALONG THIS LINE------------------------------------------------

Form of withdrawal I / We, would like to withdraw my / our offer acceptance in terms of Regulation 22(5A) of SEBI Takeover Regulations and my / our relevant details are as follows: In respect of physical shares Name Address Distinctive numbers Folio number Share Certificate Numbers Number of shares tendered Number of shares withdrawn Copy of the acknowledgement received from the Registrars to the offer while tendering the acceptances is attached here with. In respect of dematerialized shares Name Address Number of shares tendered Number of shares withdrawn DP Name DP ID Beneficiary account number Photocopy of the delivery instruction in off market mode duly acknowledged by DP is attached along with a copy of the acknowledgement received from the Registrars to the offer while tendering the acceptances ----------------------------------------TEAR ALONG THIS LINE-------------------------------------------

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Acknowledgement Slip

Folio No. ----------- DP ID ------------------ Client ID------------ Sr.No. -------- Received from Mr. / Ms ___________________________________________________________________________, Address___________________________________________________________________________________________________________________ Form of Acceptance cum Acknowledgement for Offer of _____ Equity Shares of SCIL along with copy of Delivery Instruction Slip/ ____ Share Certificates bearing numbers _____________ along with transfer deed. Stamp of collection centre_______ Signature of Official_________ Date of Receipt_____ FOR SHARES HELD IN DEMAT FORM I/We, holding shares in demat form, accept the Offer and enclose photocopy of the “Delivery Instruction Slip” duly acknowledged by DP in respect of my/ our equity shares as detailed below. DP Name DP ID Client

ID No. of shares

Name of the Beneficiary

I/ We have done an off market transaction for crediting the shares to the escrow demat / depository account with Standard Chartered Bank styled “ TCS - ITD SCIL Escrow Demat A/c ” with the following particulars: DP Name: Standard Chartered Bank DP ID : IN 300100 Client ID : 12541892 ISIN: INE 686A01018. Shareholders having their beneficiary account with a DP who is registered with CDSL should use an “Inter-Depository Delivery Instruction Slip” for the purpose of crediting their shares in favour of the escrow demat / depository account with NSDL. I/We note and understand that the Shares would reside in the Escrow Demat / Depository Account until the time the Acquirer Company makes payment of purchase consideration as mentioned in the Letter of Offer. FOR NRIs/OCBs/FIIs/NON RESIDENT SHAREHOLDERS I/We have enclosed the following documents:

• Approval from Reserve Bank of India / Government of India for purchase of shares, if any.

• No Objection Certificate/ Tax Clearance certificate under Income tax Act, 1961, as applicable.

Following additional documents should be attached wherever applicable.

• Power of Attorney

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• Death Certificate/ Succession Certificate / No Objection Certificates / letters from legal heirs – duly attested

• Corporate authorisation in case of Companies along with Board / General Meeting Resolutions and Specimen Signatures of Authorised Signatories

• Others (Please specify):_______________ I/We confirm that the equity shares of SCIL which are being tendered herewith by me/us under this Offer, are free from lien, charges and encumbrances of any kind whatsoever. I/We note and understand that once I/ we have accepted the Offer by tendering the requisite documents in terms of Public Announcement / Letter of Offer, I/we have the option to withdraw the same upto three working days prior to the date of the closure of the offer ie upto Wednesday - December 22, 2004. I/We authorise the Acquirer Company to accept the shares so offered which they may decide to accept in consultation with the Managers to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirer Company to return to me/us, by registered post, equity share certificate(s) in respect of which the offer is not found valid/ not accepted, specifying the reasons thereof and demand draft / cheque in settlement of the amount by registered post/ speed post/ UCP, in terms of Letter of Offer, to the sole/ first holder at the address mentioned below: Full Name(s) of the

Holders Specimen Signature PAN/GIR No

First/ Sole Holder Joint Holder 1 Joint Holder 2 Joint Holder 3

Address of the First/ Sole Share holder where the purchase consideration/share certificates are to be despatched: _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________

Note: In case of joint holdings, all holders must sign. A corporation must affix its rubber stamp. So as to avoid fraudulent encashment in transit, the shareholder(s) have to provide details of bank account of the first / sole shareholder and the consideration cheque or demand draft will be drawn accordingly. Name of the Bank:________________ Branch:____________________ City:______________ Account Number: ________________________ Savings / Current / (Others:please specify)________________

Yours faithfully, Signed and Delivered Place: Date:

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PROCEDURE FOR ACCEPTANCE The equity shareholders of SCIL who wish to avail the Offer can deliver all the relevant documents referred to above to the Registrars to the Offer at their office / the collection centre whose address is given below (on all days except holidays and Sundays) in accordance with the instructions specified in the Letter of Offer and in the Acceptance Form so as to reach them not later than Monday - December 27, 2004. Collection centre mentioned below would remain open from Monday to Friday between 10.00 am and 1.00 pm & 2.00 pm and 4.00 pm and on Saturdays between 10.00 am and 1.00 pm. Address of the Collection Centre

Contact Person

Mode of delivery

Phone/ Fax / Email

Park West-II, Raheja Estate, Kulupwadi Road, Borivali East, Mumbai 400066

D P Pednekar

Hand Delivery / Regd Post / Courier

Tel. No. 91 22 56689824 /29 Fax No. 91 22 56689799 Email: [email protected]

--------------------------------------TEAR ALONG THIS LINE--------------------------------------------- Note: All future correspondence, if any should be addressed to the Registrars to the Offer at

Tata Consultancy Services Ltd [Unit: Skanska Cementation India Ltd] Park West-II, Raheja Estate Kulupwadi Road Borivali East, Mumbai 400066 Tel. No. 91 22 56689824/29 Fax No. 91 22 56689799 Email: [email protected] Contact : D. P. Pednekar

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