lof pantaloons v2 clean final - link intime india pvt....

OFFER LETTER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Pursuant to the Scheme of Arrangement (as defined herein) sanctioned by the High Court of Judicature at Bombay on March 1, 2013 under Sections 391 and 394 of the Companies Act, 1956, FRL Equity Shareholders and FRL DVR Shareholders (as defined herein) of Future Retail Limited (formerly known as Pantaloon Retail (India) Limited) have been issued and allotted 1 fully paid up equity share of Rs. 10/- each of Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Limited) for every 5 fully paid up FRL Equity Shares / FRL DVRs held by them. This offer letter (“Offer Letter”) is sent to you as an Equity Shareholder of Pantaloons Fashion & Retail Limited. If you require any clarification about the action to be taken, you may consult your stock broker or investment consultant or the Registrar to the Offer.

OFFER (“OFFER”) PURSUANT TO THE SCHEME OF ARRANGEMENT BETWEEN FUTURE RETAIL LIMITED (FORMERLY KNOWN AS PANTALOON RETAIL (INDIA) LIMITED AND HEREINAFTER REFERRED TO AS “FRL” OR THE “DEMERGED COMPANY”), PANTALOONS FASHION & RETAIL LIMITED (FORMERLY KNOWN AS PETER ENGLAND FASHIONS AND RETAIL LIMITED), AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS, AND INDIGOLD TRADE AND SERVICES LIMITED AS SHAREHOLDER OF THE RESULTING COMPANY, AS SANCTIONED BY THE HIGH COURT OF JUDICATURE AT BOMBAY ON MARCH 1, 2013 (the “Scheme” / “Scheme of Arrangement”)

BY

INDIGOLD TRADE AND SERVICES LIMITED (hereinafter referred to as “ITSL” or the “Acquirer”)

Regd. Office: Regent Gateway, Plot No 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road, Bangalore-560048, Karnataka

(Tel: +91 80 6727 2600, +91 80 6727 1600, Fax : +91 80 6727 1616) Corporate Office: Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030

(Tel: +91 22 6652 5000, Fax: +91 22 6652 5821)

ALONG WITH

ADITYA BIRLA NUVO LIMITED (hereinafter referred to as “ABNL” or the “PAC” or the “Person Acting in Concert”)

Corporate Office: Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030 (Tel: +91 22 6652 5000, Fax: +91 22 6652 5821)

Regd. Office: Indian Rayon Compound, Veraval, Gujarat 362 266 (Tel: +91 2876 245711, Fax: +91 2876 243220)

At Rs 175/- (Rupees One Hundred and Seventy Five Only) (“Offer Price”) payable in cash per fully paid up equity share of Rs. 10/- each (“Equity Shares”) of PFRL to acquire up to 23,114,868 Equity Shares representing 24.91% of the paid up equity share capital of PFRL

(“Offer Shares”)from the Equity Shareholders

OF

PANTALOONS FASHION & RETAIL LIMITED* (herein after referred to as “PFRL” or the “Target Company” or the "Resulting Company") A public limited company incorporated under the provisions of the Companies Act, 1956

Regd. Office: 701-704 Skyline Icon Business Park, 86-92 Off A.K. Road, Marol Village, Mumbai – 400 059 (Tel: +91 8652905000, Fax: +91 8652905400)

1. The shares of PFRL are presently not listed on any stock exchange and this Offer is made pursuant to the Scheme; consequently, the Offer is not governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter has not been submitted to the Securities and Exchange Board of India.

2. The Equity Shares of PFRL are proposed to be listed on the BSE and NSE and the BSE and NSE have provided their respective “No- objection” letter to the Scheme vide their letters dated October 9, 2012 and October 1, 2012 respectively. The Equity Shares are expected to be admitted for listing and trading post the completion of the Offer process, subject to regulatory compliances.

3. The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of PFRL.

4. Pursuant to the Scheme and after the Effective Date (as defined herein), PFRL has issued and allotted 4,63,16,518 fully paid up equity shares of Rs. 10/- each to the FRL Equity Shareholders and FRL DVR Shareholders thereby increasing the issued and paid up capital of PFRL to 9,27,93,529 fully paid up equity shares of Rs 10/- each.

5. PFRL shares have been allotted to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013 6. As of the date of this Offer Letter, there are no statutory approvals envisaged in the implementation of the Offer. If any statutory approvals are required to be

obtained, the Offer would be subject to receipt of such statutory approvals. The Acquirer will not proceed with the Offer in the event that such statutory approvals are not obtained.

7. The Detailed Public Statement (as defined herein) and this Offer Letter (including Form of Acceptance) are available on the Registrar’s website at www.linkintime.co.in

*Vide an online application dated April 11, 2013, the company had applied to the Ministry of Corporate Affairs, for change of its name from “Peter England Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The application has been approved with effect from April 23, 2013.

ADVISOR TO THE OFFER REGISTRAR TO THE OFFER

JM Financial Institutional Securities Private Limited

141, Maker Chambers III, Nariman Point, Mumbai – 400 021

Tel: +91 22 6630 3030Fax: +91 22 2202 8224 Contact Persons:

Ms Lakshmi Lakshmanan / Ms. Feliciana Fernandes Email: [email protected]

Link Intime India Private Limited C-13, Pannalal Silk Mills Compound

LBS Marg, Bhandup (West), Mumbai - 400 078

Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr. Pravin Kasare Email: [email protected]

2

The Schedule of activities under this Offer is as follows:

Activity Date Identified Date* April 20, 2013 Publication of Detailed Public Statement (DPS) in the newspapers April 23, 2013

Date by which Offer Letter will be dispatched to Equity Shareholders April 27, 2013 Date of publication of Offer Opening Public Announcement May 6, 2013 Date of commencement of Tendering Period (Offer Opening Date) May 7, 2013 Date of expiry of Tendering Period (Offer Closing Date ) May 20, 2013 Last date for publication of post offer public announcement in the newspapers where the DPS has been published May 27, 2013

Date by which all requirements including payment of consideration would be completed June 3, 2013

*The Identified Date is for the purpose of determining the Equity Shareholders as on such date to whom the Offer Letter would be mailed.

3

RISK FACTORS Given below are the risk factors relating to the Demerger, the Offer and the probable risks involved in associating with the Acquirer. For capitalized terms used herein, please refer to the definitions set out on page no. 6 of this Offer Letter A. Risk factors relating to the Demerger

1. The equity shares of PFRL are presently not listed on any stock exchange. However, as per the Scheme, the shares issued by PFRL in terms of Clause 12 of the Scheme and the shares held by shareholders of PFRL prior to such issuance will be listed and admitted to trading on the Stock Exchanges, where the shares of FRL are presently listed and admitted to trading and all necessary applications will be made in this respect by the PFRL. The Equity Shares are expected to be admitted for listing and trading on the BSE and NSE post the completion of this Offer, subject to requisite compliances and approvals.

B. Risk factors relating to the Offer

1. As of the date of this Offer Letter, to the best of the knowledge of the Acquirer, there are no statutory

or regulatory approvals that are required to implement this Offer. However, if at a later date, any statutory or regulatory or other approvals / no objections are required, then this Offer would become subject to receipt of such other statutory or regulatory or other approvals / no objections. In the event of delay in receipt of approvals/ no objections or in fulfillment of conditions as mentioned above, this Offer may be delayed beyond the schedule of activities indicated in this Offer Letter. Consequently, the payment of consideration to the Equity Shareholders, whose Equity Shares are accepted in this Offer, may be delayed.

2. This Offer shall stand withdrawn in the event a binding order of court or governmental authority of competent jurisdiction is received directing the withdrawal of the Offer. However, currently there are no circumstances to believe that such an event would occur.

3. This is an Offer to acquire not more than 24.91% of the Voting Capital of PFRL from the Equity Shareholders. In the case of over subscription in the Offer, acceptance would be determined on a proportionate basis and hence there is no certainty that all the Equity Shares tendered by the Equity Shareholders in this Offer will be accepted.

4. Equity Shareholders tendering their Equity Shares in this Offer will be doing so prior to receipt of consideration in relation to such tendered Equity Shares as the Acquirer and PAC have up to 10 working days from the date of closure of the Tendering Period to pay the consideration to the Equity Shareholders whose Equity Shares are accepted in this Offer.

5. Equity Shares once tendered through the Form of Acceptance in the Offer, cannot be withdrawn by the Equity Shareholders.

6. As PFRL is an unlisted company, and this Offer is being made pursuant to the Scheme, this Offer is not governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.Accordingly the Offer is not subject to the requirements thereunder and the Offer Letter has not been submitted to the SEBI.

7. As mentioned above, PFRL is presently an unlisted company and accordingly there is no quoted price for the Equity Shares on the stock exchanges. As such, there is no assurance regarding the price performance of the company post listing on the stock exchanges.

8. The Equity Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the PAC and the Advisor to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth in this Offer Letter.

4

9. This Offer Letter has not been filed, registered or approved in any jurisdiction outside India. Recipients of this Offer Letter resident in jurisdictions outside India should inform themselves of and observe any applicable legal requirements. This Offer is not directed towards any person or entity in any jurisdiction or country where the same would be contrary to the applicable laws or regulations or would subject the Acquirer or the PAC or the Advisor to the Offer to any new or additional registration requirements. This is not an offer for sale, or a solicitation of an offer to buy, in the United States of America.

C. Probable risks involved in associating with the Acquirer and the PAC 1. The Acquirer and the PAC make no assurance with respect to the continuation of the past trends in the

financial performance of PFRL or the conduct of the Business. Each of the Acquirer and the PAC disclaim any responsibility with respect to any decision by the Equity Shareholders on whether or not to participate in this Offer

D. Other Risks

1. The financial disclosures for PFRL made in this Offer Letter are pre Demerger accounts and as such

may not be comparable to the post demerger financial statements of PFRL.

2. The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the aforesaid period, as per the terms of the Scheme, the conduct of the Business (as hereinafter defined) was managed by FRL (erstwhile PRIL) in the ordinary course. The financial information presented in Section IV of this Offer Letter pertains to a part of this period and is provided by the management of PFRL based on information received from FRL. Please note that the financial information in Section IV of this Offer Letter is unaudited and has been provided only as additional information to the Equity Shareholders.

The risk factors set forth above pertain to this Offer and are not in relation to the present or future business operations of PFRL or any other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by an Equity Shareholder in this Offer. The Equity Shareholders are advised to consult their stockbrokers or investment consultants, if any, for analyzing all the risks with respect to their participation in this Offer. CURRENCY OF PRESENTATION In this Offer Letter, all references to “Rs” / “INR” are to Indian Rupee(s), the official currency of India. In this Offer Letter, any discrepancy in any table between the total and sums of the amount listed are due to rounding off and / or regrouping In case of discrepancies (if any) between the DPS and this Offer Letter, the disclosures made in this Offer Letter will prevail.

5

TABLE OF CONTENTS I. DETAILS OF THE OFFER ........................................................................................... 9

II. BACKGROUND OF THE ACQUIRER AND PAC ................................................... 12

III. BACKGROUND OF THE TARGET COMPANY ..................................................... 25

IV. SUMMARY UNAUDITED FINANCIAL INFORMATION OF THE PANTALOONS BUSINESS ................................................................................................... 30

V. OFFER PRICE AND FINANCIAL ARRANGEMENTS ........................................... 32

VI. TERMS AND CONDITIONS OF THE OFFER ......................................................... 33

VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT ..................................... 35

VIII. COMPLIANCE WITH TAX REQUIREMENTS ....................................................... 39

IX. DOCUMENTS FOR INSPECTION ............................................................................ 43

X. DECLARATION BY THE ACQUIRER AND PAC .................................................. 44

6

DEFINITIONS/ABBREVIATIONS S No. Particulars Details / Definition

1) Acquirer / ITSL Indigold Trade and Services Limited 2) ABNL / PAC Person Acting in Concert with the Acquirer 3) Advisor/ JM Financial JM Financial Institutional Securities Private Limited which is acting as the

Advisor to the Acquirer for the Offer. 4) Beneficial Owner Beneficial owners of the Equity Shares, whose names appeared as

beneficiaries on the records of their respective DP at the close of business hours on the Identified Date or at any time before the closure of the Tendering Period

5) BSE BSE Limited 6) Business Business means the fashion retail business of FRL undertaken under the

brand name “Pantaloons” and variations thereof (including, “Pantaloons Fresh Fashion”) from dedicated retail stores (which inter alia, as of June 30, 2012 constituted 90 operating stores which includes factory outlets and 18 stores which are under process), both in value and lifestyle segments, retailing a range of clothing and apparels in mens, ladies, and kids wear in both western wear and ethnic wear categories, lifestyle products, home products and accessories to each category under brands, labels and trademarks belonging to FRL or licensed from members of the Future Group as well as third party brands, labels and trademarks including, inter alia, owned brands of FRL and licenses of third party brands of products being sold, contracts with suppliers and vendors, delivery and warehousing arrangements, information technology, and such other activities and undertakings required for undertaking the foregoing on a pan-India basis

7) Cash Escrow Amount Cash deposit of Rs.50,000,000/- made by the Acquirer in the Escrow Account

8) CCI Competition Commission of India 9) CCI Approval The approval of the CCI received for the transactions contemplated under

the Scheme dated December 21, 2012 bearing Combination Registration Number C-2012/10/82

10) CDSL Central Depository Services (India) Limited 11) Companies Act The Companies Act, 1956 12) Demerged Undertaking Demerged Undertaking means the undertakings, business, activities and

operations of FRL pertaining to the Business on a going concern basis, and as described in detail in the Scheme.

13) Demerger Demerger means the transfer by way of demerger of the Demerged Undertaking from FRL to PFRL and the consequent issue of equity shares by PFRL to the shareholders of FRL as set out in the Scheme, as per section 2(19AA) and other relevant provisions of the Income Tax Act, 1961

14) Depository Participant Letter

The letter, forming part of the Form of Acceptance, from the depository participant of the respective shareholder addressed to the Registrar requesting transfer of shares under ‘Suspended’ ISIN

15) DPS/Detailed Public Statement

The Detailed Public Statement, published in the newspapers on April 23, 2013

16) DP Depository Participant 17) Offer Letter This letter of offer 18) Effective Date The date on which the Scheme was made effective, being April 8, 2013 19) EPS Earnings per equity share, for the period under reference 20) Equity Shareholders The equity shareholders of PFRL, other than the promoters of FRL and the

7

S No. Particulars Details / Definition Acquirer

21) Equity Shares Fully paid up equity shares of PFRL having a face value of Rs 10/- each 22) Escrow Account Escrow account opened with Escrow Bank in the name and style of Peter

England Fashions And Retail Limited - Open Offer Escrow Account 23) Escrow Bank Axis Bank Limited 24) FII’s Foreign Institutional Investors 25) FRL / Demerged

Company Future Retail Limited (formerly known as Pantaloon Retail (India) Limited)

26) FRL DVRs Equity shares of FRL classified as Class B shares (Series 1) of a par value of Rs 2/- each with every four FRL DVRs having voting rights equal to three FRL Equity Shares, and every FRL DVR having the right to receive 2% additional dividend than every FRL Equity Share;

27) FRL DVR Shareholders Shareholders of FRL holding FRL DVRs 28) FRL Equity Shares Equity shares of FRL having a par value of Rs 2/- each and having one

vote each 29) FRL Equity Shareholders Shareholders of FRL holding FRL Equity Shares 30) FY Financial Year 31) Identified Date The date immediately following the date on which equity shareholders of

FRL have been alloted equity shares of PFRL, being April 20, 2013, for the purposes of determining the Equity Shareholders to whom the Offer Letter shall be sent

32) Maximum Consideration Total financial resources required for this Offer, assuming full acceptance of this Offer, being Rs 4,045,101,900/-

33) NEFT National Electronic Funds Transfer 34) NRIs Non Resident Indians 35) NSDL National Securities Depository Limited 36) NSE National Stock Exchange of India Limited 37) OCBs Overseas Corporate Bodies 38) Offer This offer being made by the Acquirer and PAC to the Equity Shareholders

of PFRL, to acquire up to 23,114,868 Equity Shares at a price of Rs 175/- (Rupees One Hundred and Seventy Five) per Equity Share

39) Offer Opening Public Announcement

The announcement of the commencement of the Tendering Period to be made on behalf of the Acquirer and PAC on May 6, 2013

40) Offer Shares Up to 23,114,868 representing 24.91% of Voting Capital of PFRL made to the Equity Shareholders of PFRL

41) PAC / Person Acting in Concert

Person acting in concert along with the Acquirer, being ABNL

42) PAN Permanent Account Number 43) RBI Reserve Bank of India 44) Registrar to the Offer Link Intime India Private Limited 45) RoNW Return on Net Worth 46) Scheme / Scheme of

Arrangement Scheme of Arrangement between FRL, PFRL, and their respective shareholders and creditors, and ITSL as shareholder of PFRL, as sanctioned by the High Court Of Judicature at Bombay on March 1, 2013

47) SCRR Securities Contract (Regulations) Rules, 1957, as amended 48) Special Depository

Account The special depository account opened by the Registrar to the Offer for receiving Equity Shares tendered during the Offer

8

S No. Particulars Details / Definition 49) Stock Exchanges BSE and NSE, where Equity Shares of PFRL are to be listed, subject to

receipt of final listing and trading approval from the Stock Exchanges 50) Target Company / PFRL Pantaloons Fashion & Retail Limited (formerly Peter England Fashions

and Retail Limited) 51) Tendering Period May 7, 2013 to May 20, 2013 (As described in the schedule of activities) 52) Voting Capital 92,793,529 fully paid up equity shares of Rs 10/- each of PFRL, being the

fully diluted equity share capital of PFRL 53) Working Day Working day (excluding Saturdays, Sundays, and public holidays)

Note: All terms beginning with a capital letter used in this Offer Letter, and not specifically defined herein, shall have the meanings ascribed to them in the Scheme

9

I. DETAILS OF THE OFFER 1. Background of the Offer

a. The Scheme of Arrangement was approved by the Board of Directors of FRL, PFRL, and ITSL on

September 9, 2012. An Implementation Agreement was entered into between ABNL, ITSL, FRL, PFRL, Future Corporate Resources Limited and PIL Industries Limited on September 29, 2012.

b. The Scheme pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, and as per the provisions of Section 2(19AA), Section 47 and other applicable provisions of the Income Tax Act, 1961, inter alia provided for: i. The transfer by way of demerger of the Demerged Undertaking (as defined herein) from FRL to PFRL

(more particularly described in Part B of the Scheme) ii. Upon effectiveness of the Scheme, the Offer (more particularly described in Part C of the Scheme) iii. Various other matters consequential or integrally connected therewith, including the reorganisation of

the share capital of PFRL.

c. The shares of PFRL are presently not listed on any stock exchange, and this Offer is made pursuant to the Scheme; consequently, the Offer is not governed by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Offer Letter has not been submitted to the Securities and Exchange Board of India.

d. The key salient features of the Scheme are as follows:

i. The Scheme, which came into effect on and from April 8, 2013, inter alia, provided for the demerger of Demerged Undertaking of FRL on a going concern basis into PFRL, pursuant to Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 in the manner provided for in the Scheme.

ii. Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by FRL to PFRL in terms of the Scheme, PFRL issued and allotted to each Equity Shareholders whose name appeared in the records of FRL or as beneficiary in the records of the depositories of FRL in respect of the shares FRL on the Record Date, 1 (one) equity share of Rs. 10/- each, credited as fully paid in the capital of PFRL, for every 5 (five) fully paid up FRL Equity Shares/ FRL DVRs held by them in FRL (the “Share Entitlement Ratio”).

iii. FRL shall continue, upto the Effective Date, to conduct the business of the Demerged Undertaking in the ordinary course.

iv. As an integral part of the Scheme, the share capital of PFRL was restructured and reorganized in the manner set out in the Scheme, including:

i) Upon the Scheme coming into effect, the authorised equity share capital of PFRL was increased

from Rs. 10,00,00,000/- (Rupees Ten Crores Only) to Rs.100,00,00,000 (Rupees One Hundred Crores Only).

ii) Prior to the Demerger, ITSL held 800 (eight hundred) optionally fully convertible debentures, of

Rs. 1,00,00,000 (Rupees One Crore each)), of PFRL convertible into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PFRL (“ ITSL OFCDs”).Upon the Scheme coming into effect, the ITSL OFCDs were converted into 4,59,77,011 (Four Crores Fifty Nine Lakhs Seventy Seven Thousand and Eleven) equity shares of Rs. 10 (ten) each of PFRL.

iv. The equity shares of PFRL are proposed to be listed on the Bombay Stock Exchange and the National

Stock Exchange pursuant to the Scheme

v. On or after the Effective Date, but prior to the listing of PFRL, the Acquirer and/or its Affiliates may make an Offer to the public shareholders of PFRL based on the price per share of Rs. 175/- (One

10

Hundred and Seventy Five only). The number of equity shares of PFRL accepted by the Acquirer in terms of the Offer shall not exceed the Offer Shares. It is hereby clarified that if the equity shares tendered exceed the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the Board of Directors (or a committee thereof) of the Acquirer in this behalf shall be final and binding. The promoters of the Demerged Company shall not be entitled to participate in the Offer.

vi. As per the Scheme, the name of PFRL is to be changed to “PANTALOONS FASHION & RETAIL LIMITED” post approval by the concerned registrar of companies. Vide an online application dated April 11, 2013, the company had applied to the Ministry of Corporate Affairs, for change of its name from “Peter England Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The application has been approved with effect from April 23, 2013.

e. Pursuant to the arrangements contemplated under the Scheme, ABNL, through its wholly owned subsidiary,

ITSL continues to hold a controlling stake in PFRL, (a subsidiary of ITSL), post the demerger of the Business from FRL into PFRL.

f. Prior to the effectiveness of the Scheme, the Acquirer held 100% of the Equity Shares of PFRL. Subsequently, pursuant to the effectiveness of the Scheme, inter alia, the Business was demerged into PFRL, the Equity Shares were issued to FRL Equity Shareholders and FRL DVR Shareholders based on the share entitlement ratio mentioned in the Scheme, and the ITSL OFCDs as described above stood converted. As per the post-demerger shareholding pattern, the Acquirer holds 50.09% in PFRL prior to the Offer.

g. The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of PFRL.

h. The Scheme was approved by FRL Equity Shareholders and FRL DVR Shareholders in the meeting held on December 6, 2012. Further, the Scheme has been sanctioned by the High Court of Judicature at Bombay pursuant to their Order dated March 1, 2013 and has become effective on April 8, 2013.

i. All the Equity Shares validly tendered and accepted in this Offer will be acquired by the Acquirer only.

j. The Acquirer and the PAC have not been prohibited by the Securities and Exchange Board of India from dealing in securities, in terms of directions issued under Section 11B of the Securities and Exchange Board of India Act 1992 (“SEBI Act”), as amended, or under any of the regulations made under the SEBI Act.

k. The Acquirer was already in control of PFRL prior to the effectiveness of the Scheme, and will continue to be in control of PFRL post the effectiveness of the Scheme and the completion of the Offer.

l. The Acquirer, along with ABNL, PFRL, and FRL had jointly filed notice for the proposed combination with the Competition Commission of India on October 8, 2012 (the proposed combination being the transactions contemplated under the Scheme of Arrangement, including this Offer). By way of its letter dated December 21, 2012, and bearing Combination Registration Number C-2012/10/82, the CCI has granted its approval to the proposed combination.

2. Details of the proposed Offer

a. The details pertaining to the publication of the DPS on April 23, 2013 are as below:

Newspaper Language Editions Business Standard English All Business Standard Hindi All Navshakti Marathi Mumbai

b. Given that prior to the Offer, the Acquirer holds 50.09% of the Voting Capital of PFRL, this Offer is being

made for 24.91% of the Voting Capital of PFRL, so as to ensure that in the event there is 100% tendering in the Offer, then the post Offer public shareholding of PFRL is not below the statutory prescribed minimum of 25%.

11

c. Pursuant to the Offer, the Acquirer will acquire the Offer Shares under the Scheme making a cash payment

at a price of Rs 175/- (Rupees One Hundred and Seventy Five only) per Equity Share.

d. The Offer is being made to the Equity Shareholders of PFRL. The Equity Shares to be acquired under the Offer must be free from all lien, charges and encumbrances and will be acquired together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof. All Equity Shares up to the Offer Shares and up to the Offer Closing Date validly tendered by the Equity Shareholders will be accepted at the Offer Price by the Acquirer in accordance with the terms and conditions contained in the DPS and this Offer Letter.

e. Neither the Acquirer nor the PAC has acquired any Equity Shares of PFRL after the date of the DPS and up to the date of this Offer Letter.

f. There are no partly paid up Equity Shares in PFRL.

g. This Offer is not subject to any minimum level of acceptance. Further there is no differential pricing for this Offer.

3. Object of the Offer

a. Prior to the Effective Date, PFRL was a wholly owned indirect subsidiary of ABNL. ABNL is engaged

inter alia in the fashion & lifestyle business and is one of the premium apparel brand players in India. ABNL manufactures and sells apparel under various brands through exclusive brand outlets as also stores. The demerger of the Demerged Undertaking to PFRL will expand the variety of its offering in the market and complement its existing portfolio. Further, it will enable wider distribution of products and give a wider choice to the consumers and enable business to build on their systems and processes to improve efficiencies. The stores operating under the brand name Pantaloons and derivates thereof would remain operational and the Acquirer and PAC through PFRL would be entitled to continue carrying the same brands as before the Proposed Demerger.

b. The Offer is being made as a matter of good corporate governance by the Acquirer and PAC to provide an exit opportunity to the Equity Shareholders of PFRL.

c. Post completion of the Offer, the Acquirer along with the PAC, may explore possibilities to strategically

integrate the business of PFRL within the Acquirer group to maximize synergy of operations. However, as of the date of this Offer Letter, the Acquirer cannot ascertain the repercussions, if any, on the employees and locations of the Target Company’s places of business. The Acquirer hereby confirms that presently, post listing of the Equity Shares, it does not have any intention of delisting the Equity Shares of PFRL.

d. The Acquirer may dispose-off or otherwise encumber any assets or investments of the Target Company, through sale, lease, reconstruction, restructuring, amalgamation, demerger and/or renegotiation or termination of existing contractual/operating arrangements, for restructuring and/or rationalizing the assets, investments or liabilities of the Target Company, to improve operational efficiencies and for other commercial reasons. The Board of Directors of the Target Company will take decisions on these matters in accordance with the requirements of the business of the Target Company.

12

II. BACKGROUND OF THE ACQUIRER AND PAC 1. INDIGOLD TRADE AND SERVICES LIMITED (ACQUIRER)

a. The Acquirer is a public limited company originally incorporated as Madura Garments International Brands

Company Limited on May 10, 2007 under the Companies Act. The name of the Acquirer was changed to Indigold Trade and Services Limited on June 14, 2010. The registered office of the Acquirer is situated at Regent Gateway, Plot No 5B, Doddanekundi Village, KIADB Industrial Area, ITPL Road, Bangalore-560 048, Karnataka.

b. The Acquirer is promoted by Aditya Birla Nuvo Limited and belongs to the Aditya Birla group.

c. The main objects of the Acquirer include the following:

i. To carry on in India and elsewhere the business of buyers, manufacturers, importers, dealers, traders, sellers, Regulation-sellers, packers, re-packers, brand agents, exporters, wholesalers, retailers, agents (by whatever name called), distributors, exclusive right holders and / or the like, in all types of apparel, sanitary and lifestyle merchandise

ii. To carry on in India and elsewhere the business of branded merchandise, by operating, whether directly

or through any other means, chains of stores, outlets, showrooms, supermarkets, hypermarkets, mega markets, large format retail stores, discount stores, and any other wholesale and / or retail experience, in or through multiple market and / or marketing channels.

iii. To offer comprehensive, turnkey and end-to-end solutions regarding sale, purchase, dealing, display,

wholesale, trading, retailing, export, import, and the like, of garments, fashion apparel, fashion products, life style products, lifestyle accessories, fashion accessories, general merchandise and all other merchandise dealt with by the company

d. The shareholding pattern of the Acquirer as of March 31, 2013 is as follows:

S No Shareholder Category No of Shares Held % of Shares Held

1 Promoter – Aditya Birla Nuvo Limited* jointly with its Nominees 10,300,000 100%

*2,900,000 partly paid-up shares for Rs 4.30/-

e. The details of the directors of the Acquirer are as follows:

S No Name Date of

Appointment Qualifications Experience

1 Mr. Anil Rustogi 07/06/2012

B.Com (hons).C.A, I.C.W.A.

Mr. Anil Rustogi is a commerce graduate and a Chartered cum Cost Accountant by profession. He has more than 27 years of working experience out of which about 23 years is with Aditya Birla Group. Presently he is heading the Finance and Taxation Function of Aditya Birla Nuvo Limited. He has been involved in various strategic initiatives / M&A activities and forex management besides fund raising in domestic as well as international market by way of bilateral loan, syndicated loan and structured deals, including acquisition financing. He was instrumental in arranging acquisition financing of US$900 mln split three ways (US, Thailand and Egypt) and across six countries by achieving certainty of funding, maximizing liquidity, achieving favourable pricing in volatile markets (Egypt crisis) and retaining operational flexibility via an optimal

13

covenant package and the loan deal won “IFR Asia Award 2011 – Asia Loan of the Year” and “Asia-Pacific - Loan of the Year Award from The Banker”. In recognition of his exceptional contribution to the field of Corporate Finance he was given CFO 100 Roll of Honour Award in March 2012. Prior to moving to Aditya Birla Nuvo in 2001, Mr. Rustogi was the commercial head of Eastern Spinning, an Aditya Birla Group Company, where he worked for almost 10 years across all commercial functions including experience on the shop floor.

2 Mr. S. Visvanathan 07/06/2012 B.Com, C.A.

Mr S. Visvanathan, CFO of Madura Lifestyle and Fashion has over 26 years of experience in various industries spanning white goods, capital equipment, electrical equipment, and auto components. He is a member of the Management Committee of the Textile and Apparel business of the Aditya Birla Group. He joined the Aditya Birla Group in the year 2007 and has since worked in the Textile and Apparel business. Prior to joining the Group he worked with the Tata Group in the Auto Components Business where he was involved from the start up of the business in 1997 till 2007 when it was close to a billion dollars in size. In the initial part of his career he had worked with Voltas Ltd in various capacities rising upto the position of the Chief Financial Officer of Allwyn - a Public Sector undertaking which was taken over by Voltas Limited. He is a commerce graduate from Chennai University and qualified as a Chartered Accountant and Cost Accountant.

3 Mr. Shriram Jagetiya 07/06/2012

BSc(Mathematics) , C.A., ICWA

Mr. Shriram Jagetiya is graduate in Science and a Chartered cum Cost Accountant. He has more than 20 years of working experience in various finance functions within Aditya Birla Group. He has also been involved in various strategic initiatives and M&A activities of the group besides fund raising (domestic as well as international market), treasury & investments. In recognition of his contribution to the Aditya Birla Group, he was honoured with the Chairman’s Exceptional Contributor Award in 2011.

None of the directors are also directors on the Board of Directors of PFRL.

f. The brief audited financial details of the Acquirer for a period of the last three financial years and the 9 months ended December 31, 2012 are as follows.

14

(Rs Lakhs)

Particulars

9 months ended Dec 31,

2012 (Audited)

Year Ended March 31,

2012 (Audited)


2011 (Audited)


2010 (Audited)

Profit and Loss Statement Income from Operations - - - - Other Income 68.80 24.13 0 4.48 Total Income 68.80 24.13 0 4.48 Total Expenditure 2.37 0.65 0.34 3.64 Profit Before Depreciation Interest and Tax 66.43 23.48 (0.33) 0.84

Depreciation 0 0 0 0 Interest and finance expenses 146.91 1.55 8.31 2.92 Profit Before Tax (80.48) 21.93 (8.65) (2.08) Provision for Tax 19.00 1.69 0 1.25

Profit After Tax (99.48) 20.24 (8.65) (3.33) Note:

1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format

(Rs Lakhs)

Particulars

As at December 31,

2012 (Audited)


2012 (Audited)


2011 (Audited)


2010 (Audited)

Balance Sheet Statement

Provided separately

as per the old

Schedule VI

Format (refer below)

(A) Shareholders’ Funds Share Capital

Equity 470.00 200 200

Reserves and Surplus

(51.04)

7.68 (12.56)

- - - I 418.96 207.68 187.44

(B) Non-Current Liabilities Long-Term Borrowings - - - Deferred Tax Liabilities (Net) - - - Other Long-Term Liabilities - - - Long-Term Provisions - - -

II (C) Current Liabilities

Short-Term Borrowings 80,000.00 29.00 104.05 Trade Payables 0.80 1.53 1.18 Other Current Liabilities 0.02 0.22 11.28 Short-Term Provisions 4,414.51 0.26 0.26

III 84,415.33 31.01 116.77

15

Total (I+II+III) 84,834.29 238.69 304.21 ASSETS (D) Non-Current Assets

Net Fixed Assets Non-Current Investments 50.00 102.50 102.50 Long-Term Loans and Advances - - -

Other Non-Current Assets - - - IV 50.00 102.50 102.50

(E) Current Assets Current Investments 80,000.00 1.80 196.88 Inventories Trade Receivables - - 2.25 Cash & Bank Balance 4,714.21 2.79 2.59 Short-Term Loans and Advances 17.15 130.02 -

Other Current Assets 52.93 1.58 - V 84,784.29 136.19 201.71

Total (IV+V) 84,834.29 238.69 304.21

The audited balance sheet statement of ITSL as per the former prevailing Schedule VI Format is as below: (Rs in Lacs)

Particulars

Year Ended

March 31, 20101

(Audited) Balance Sheet Statement Sources of Funds Paid up Share Capital 200 Share Warrants -

Reserves and Surplus (Excluding Revaluation Reserves) (3.91)

Net worth 196.09 Secured Loans - Unsecured Loans 103.25 Deferred Tax Liabilities - Total 299.34 Uses of Funds Net Fixed Assets - Capital Work in Progress - Investments 299.38 Net Current Assets (0.04) Total 299.34

Note:

1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format

16

Other Financial Data

Particulars

9 months ended

December 31, 2012

(Audited)


2012 (Audited)


2011 (Audited)


2010 (Audited)

Dividend (%) 0 0 0 0 Basic Earnings Per Share (Rs) (3.95) 1.01 (0.43) (0.60) Diluted Earnings Per Share (Rs) (3.95) 1.01 (0.43) (0.60)

g. As of December 31, 2012, the Acquirer does not have any contingent liabilities

h. The Acquirer is not a listed company.

2. ADITYA BIRLA NUVO LIMITED (PAC)

a. ABNL is a public limited company incorporated as the Indian Rayon Corporation Limited on September 26, 1956 under the Companies Act, 1956. The name of the PAC was changed from The Indian Rayon Corporation Limited to Indian Rayon and Industries Limited on January 23, 1987, as the company had diversified into various businesses such as textiles, insulators and cements. Subsequently, the name of the PAC was again changed on October 27, 2005 to Aditya Birla Nuvo Limited. The new name reflects the company’s conglomerate status as ABNL has various diversified businesses directly or through its subsidiaries / Joint Venture companies such as the Garments business, Carbon Black, Viscose Filament Yarn, Insulators, Textiles, Fertilisers, Information Technology, Business Process Outsourcing, Life Insurance, Financial services and Telecom business

b. The registered office of ABNL is situated at Indian Rayon Compound, Veraval, Gujarat 362 266.

c. ABNL is promoted by Mr. Kumar Mangalam Birla and Birla Group Holdings Private Limited and belongs to the Aditya Birla group.

d. The main objects of ABNL include the following:

i. To carry on the business of manufacturing, buying, selling, importing, exporting, distributing,

processing, exchanging, converting, altering, twisting or otherwise handling or dealing in cellulose, viscose rayon yarns and fibres, synthetic fibres and yarns, staple fibre yarns and such other fibres or fibrous materials, transparent paper and auxiliary chemical products, allied products, by-products or substances or substitutes for all or any of them or yarn or yarns for textile or other use as the Company may deem necessary expedient or practicable

ii. To manufacture and deal in all kinds of cotton, linen, silk, worsted and ortla goods and goods made of

jute, hemp, flax, cellulosic fibres, metallic fibres, glass fibres, protein fibres, rubber fibres, rayons, polyesters, all kinds of synthetic polymers and other fibres or fibrous substances natural or otherwise; to purchase cotton or all other fibrous materials either in the raw or manufactured state, to gin, comb, prepare, spin, double, twist, wind, bleach, dye, finish and do other processes, connected with or incidental to the general manufacture of the same; to manufacture and deal in all kinds of yarn and thread including covered elastic thread and covered rubber thread from any or all of the said fibres or fibrous substances, required for any of the purposes or weaving, sewing, knitting, embroidery, tapestry, hosiery, texturising and all other special purposes in which any or all such yarns and threads could be used; to weave or otherwise manufacture, buy and sell and deal in all kinds of fabric whether textile, filter, netted, knitted, looped, bonded or otherwise made out of the said yarns or fibres; to manufacture and deal as a wholesaler, retailer, distributor, exporter, broker, trader, agent, franchisee etc. in all kinds of garments, dresses, hosiery etc. made from out of the said yarns, fibres and fabrics for every kind of use; to make vitriol, bleaching and dyeing materials; to operate as dyers, printers, bleachers, finishers and dressers; to purchase material for and to purchase or manufacture blocks, spools, bobbins, cones, boxes, tickets, labels, wrappers, show cards, machines, tools and other appliances required in and connected with the said business; and to trade in, deal in, sell and dispose of the articles purchased and

17

manufactured by the Company and to carry on any other operations and activities of whatsoever kind and nature in relation or incidental to hereinabove

iii. To carry on the business of manufacturers of and dealers in chemicals of any nature and kind

whatsoever and as wholesale or retail chemists, druggists, analytical or pharmaceutical chemists, dry salters, oil and colour men, importers, exporters and manufacturers of and dealers in heavy chemicals, alkalies, acids, drugs, tanins, essences, pharmaceutical, sizing, medicinal, chemical, industrials and other preparations and articles of any nature and kind whatsoever, mineral and other water soaps, cements, oils, fats, paints, varnishes, compounds drugs, dyestuffs – organic or mineral – intermediates, paints and colour grinders, makers of and dealers in proprietory articles of all kinds and of electrical, chemical, photographical surgical and scientific apparatus and materials and to manufacture, refine, manipulate import and deal in salts and marine minerals and their derivatives, by-products and compounds of any nature and kind whatsoever.

iv. To carry on all or any of the business of the manufacturers of and dealers and workers in cement, lime,

plasters, mortar, concrete, whitings, casks, sacks, minerals, clay, earth, gravel, sand, coke, fuel, artificial stone and builders requisites of all kinds

v. To carry on the business of electrical engineers, electricians, engineers, contractors, manufacturers,

constructors, suppliers of and dealers in electrical and other appliances, cables, wirelines, dry-cells, accumulators, lamps and works and to generate, accumulate, distribute and supply electricity for the purposes of light, heat-motive power and for all other purposes for which electrical energy can be employed and to manufacture and deal in all apparatus and things required for or capable of being used in connection with the generation, distribution, supply, accumulation and employment of electricity including in the term electricity all power that may be directly or indirectly derived therefrom or may be incidentally hereafter discovered in dealing with electricity

vi. To carry on trade or business in India or elsewhere of manufacturing, producing, preparing, fertilizers

of all types, heavy chemicals and their by-products and derivatives and mixtures thereof vii. To carry on in India or in any part of the world, the business of processing converting, producing,

manufacturing, formulating, using, buying, acquiring, storing, packaging, selling, transporting, distributing, importing, exporting and disposing all types of fertilizers , chemicals, heavy chemicals, bio-chemicals, acids, alkalis, agrochemicals and their by-products, derivatives and mixtures thereof, applications in bio-technology, maintaining and rendering assistance and services of all and every kind of any description for selling, exchanging, altering, improving and dealing in artificial and other fertilizers, heavy chemicals, agro-chemicals and their by products of every description

viii. To carry on business as an Investment Company and to underwrite and sub-underwrite, to invest in

with or without interest or security and acquire by gift or otherwise and hold, sell, buy or otherwise deal in shares, debentures, debenture stocks, bonds, units, obligations and securities issued or guaranteed by Indian or Foreign Governments, States, Dominions, Sovereigns, Municipalities or Public Authorities or bodies and shares, stocks, debentures, debenture stock, bonds, obligations and securities issued and guaranteed by any company, corporation, firm or person whether incorporated or established in India or elsewhere and to manage shares, stocks, securities, finance subject to necessary Government approval and to deal with and turn to account the same, however the Company shall not carry on any Chit fund activities or business of banking or insurance within the Banking Regulation Act, 1949 or the Insurance Act

ix. To finance the Industrial Enterprises and to provide venture capital, seed capital, loan capital and to

participate in equity / preference share capital or to give guarantees on behalf of the company in the matter and to promote companies engaged in industrial and Trading Business and to act as Financial consultants, brokers, underwrites, promoters dealers, agents and to carry on the business of share broking and general brokers for shares, debentures, debenture-stocks bonds, Units, obligations, securities, commodities, bullion currencies and to manage the funds of any person or company by investment in various avenues like Growth Fund, income Fund, Risk Fund, Tax Exempt Fund, Pension/Superannuation Funds and to pass on the benefits of portfolio investments to the investors as dividends, bonus, interest, etc and to provide a complete range of personal financial services like investment planning, estate planning, tax planning, portfolio management, consultancy/ counseling service in various fields, general administrative, commercial financial, legal ,economic, labour,

18

industrial public relations, scientific technical direct and indirect taxation and other levies, statistical, accountant, quality control, data processing by acquiring/ purchasing sophisticated office machineries such as computers, tabulators, addressing machines etc

x. To promote industrial finance by way of advances, deposits or lend money, securities and properties to

or with any company, body, corporate, firm, person or association whether falling under the same management or otherwise, with or without security and on such terms as may be determined from time to time; and to carry on and undertake the business of finance, investment and trading, hire-purchase, leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting on hire all kinds of plant and machinery and equipment that the Company may think fit and to assist in financing of all and every kind of description of hire-purchase or deferred payment or similar transactions and to subsidise, finance or assist in subsidizing or financing the sale and maintenance of any articles, goods and commodities of all and every kind of description upon any terms whatsoever and to purchase or otherwise deal in all forms of movable property including plant and machinery, equipment, ships, aircraft, automobiles, computers, and all consumer, commercial and industrial items and to lease or otherwise deal with any of them in any manner whatsoever including resale thereof regardless of whether the property purchased and leased be new and/or used

e. The shareholding pattern of ABNL as of March 31, 2013 is as follows:

S No Shareholder Category No of Shares Held

% of Shares Held As a % of

A + B

% of Shares Held As a % of A + B + C

Promoter and Promoter Group

Indian 64,624,697 55.22% 53.76% Foreign Nil Nil Nil (A) Total Promoter and

Promoter Group 64,624,697 55.22% 53.76%

Public Shareholding Institutions

(Mutual Funds / FI’s / Banks, Insurance Companies / FVCIs / FIIs / Others)

33,948,004 29.01% 28.24%

Non-Institutions 18,458,434 15.77% 15.35% (B) Total Public Shareholding 52,406,438 44.78% 43.59% Total (A) + (B) 117,031,135 100.00% 97.35% Shares held by Custodians

and against which Depository Receipts have been issued

Promoter and Promoter Group

1,425,000 NA 1.19%

Public 1,757,052 NA 1.46% (C) Total 3,182,052 NA 2.65% Grand Total (A + B + C) 120,213,187 100.00% Note: Additionally, as of March 31, 2013, there are 9,820,000 warrants held by the promoter group, representing 7.55% of the total number of shares of ABNL assuming full conversion of warrants.

f. The details of the directors of ABNL are as follows.

19

S No Name Date of Appointment Qualifications Experience

1 Mr. Kumar Mangalam Birla

23/09/1992 B.Com, A.C.A, M.B.A. London

Mr. Kumar Mangalam Birla is the Chairman of the Aditya Birla Group, which operates in 36 countries across six continents. A commerce graduate from the Mumbai University, Mr. Birla is a chartered accountant. He earned an MBA from the London Business School. Mr. Birla chairs the Boards of the major Group companies in India and globally. Mr. Birla holds several key positions on various regulatory and professional Boards. He is a Director on the Central Board of Directors of the Reserve Bank of India. Earlier, he was Chairman of the Advisory Committee constituted by the Ministry of Company Affairs and also served on The Prime Minister of India’s Advisory Council on Trade and Industry. He serves on the London Business School’s Asia Pacific Advisory Board and is a Honorary Fellow of the London Business School.

2 Mrs. Rajashree Birla

14/03/1996 B.A. Mrs. Rajashree Birla is a Director on the Board of all the major Aditya Birla Group of Companies; viz., Grasim Industries Ltd., Hindalco Industries Ltd. and Ultra Tech Cement Ltd. Additionally, Mrs. Birla serves as a Director on the Board of the Aditya Birla Group’s International Companies spanning Thailand, Indonesia, Philippines and Egypt. As Chairperson of the Aditya Birla Centre for Community Initiatives and Rural Development, the apex body responsible for social development projects, Mrs. Birla oversees the Group’s social and welfare driven work across 30 companies. She is also a Trustee of “Population First”, India, and of BAIF Development Research Foundation, Pune. Mrs. Birla studied arts, graduating from the Loretto College at Calcutta.

3 Mr. B.L. Shah 15/04/1975 B.Com Mr. B.L. Shah is a Commerce Graduate and has worked for several companies on various posts reaching to the position of President and Director. Mr. Shah is presently a Director on the Board of several companies.

4 Mr. P. Murari*

28/01/2000 M.A. ( Economics)

Mr. P. Murari, is a retired IAS Officer. He was Secretary to the President of India before retiring from service in September , 1992. He has held several key positions in Government both at the Central and the State, various institutions and professional bodies and served on their Boards as Director/ Governor of Councils. Mr. Murari is presently a Director on the Board of several companies.

5 Mr. B.R. Gupta

28/01/2000 M.A. (English)

Mr. B. R. Gupta is a Post Graduate in Arts, Law and a Graduate Fellow of Insurance

20

L.L.B, F.I.I.I Institute of India and is former Executive Director of Life Insurance Corporation of India. He has very rich and varied experience as Investment Consultant and as a Director on the Boards of several companies. Presently he is an Independent Director of the Company.

6 Ms. Tarjani Vakil

27/07/2000 M.A. Ms. Tarjani Vakil, is a Post Graduate in Arts. Ms. Vakil retired from the position of Chairperson and Managing Director of EXIM Bank in 1996. Ms. Vakil is on the Board of several companies. She is an Independent Director of the Company and also the Chairperson of Audit Committee of the Company.

7 Mr. S.C. Bhargava

29/04/2004 B.Com ( Hons) FCA

Mr. S. C. Bhargava is a Chartered Accountant having more than 37 years of experience. Mr. Bhargava is also a Director on the Board of several companies.

8 Mr. G.P. Gupta

27/04/2005 M.Com Mr. G. P. Gupta, a Post Graduate in Commerce, is the former Chairman and Managing Director of IDBI and former Chairman of UTI. He has varied experience in the areas of general management, financial management, banking, industrial and financial restructuring. Mr. Gupta is a Director on the Board of several companies.

9 Dr. Rakesh Jain*

01/10/2005 M.Tech/Ph.D, USA

Dr. Rakesh Jain, the Managing Director of ABNL, is M.Tech from IIT Kharagpur and Ph.D. from University of Akron in the United States. Dr. Rakesh Jain was Managing Director of erstwhile Indo Gulf Fertilizers Limited (IGFL) prior to its amalgamation with ABNL. He has rich experience in the areas of business development, strategy formulation and technology management. He started his career in GE Electro Materials, Coshocton OH. Before joining IGFL, he was holding the position of President & CEO for India and South Asia in GE Plastics. He has rich global experience in USA, Europe and Asia in different capacities such as Business Leader, Global Manufacturing Leader and Six Sigma Leader in GE Group. Presently, he is the “Business Director” of IT- ITeS, Agri, & Insulators Business of ABNL.

10 Mr. Sushil Agarwal*

01/06/2011 M.Com, C.A. Mr. Sushil Agarwal, a qualified Chartered Accountant and Masters in Commerce was appointed as the Chief Financial Officer of ABNL in May, 2009 and as a Whole Time Director in June, 2011. He has been with the Aditya Birla Group since the beginning of his career in 1989 and has privilege of working closely with the former Chairman Late Mr. Aditya Vikram Birla and current Chairman Mr. Kumar Mangalam Birla. He has richly contributed with his widely acknowledged financial acumen and analytical skills in

21

many Restructuring, Mergers and Acquisitions initiatives of the Aditya Birla Group. In recognition of his stellar contribution he was honoured with the Chairman’s Exceptional Contributor Award in 2000. He was recognized in CFO India’s – First Annual CFO” list under the category “Winning Edge” in “Strategy”. He is on the board of several companies and is widely networked. He is familiar with operations in most states in India and several countries abroad through his experience of over 20 years.

11 Mr. Tapasendra Chattopadhyay

30/05/2011 M.Sc. (Chemistry)

Mr. T. Chattopadhyay, M.Sc. in Chemistry is a nominee of Life Insurance Corporation of India on the Board of the Company since May 30, 2011. Mr. Chattopadhyay is a former Executive Director of Life Insurance Corporation of India, having rich experience in the field of Insurance.

12 Mr. Lalit Naik 01/01/2013 B.Tech (IIT Kanpur) & MBA (IIM Ahmedabad)

Mr. Lalit Naik is a B.Tech in Chemical Engineering from IIT Kanpur and a MBA from IIM Ahmedabad. He is the Head of Chemicals Business of Aditya Birla Group since November, 2009. This business has a turnover of around a billion dollars and has it manufacturing operations in India, Thailand and China. Mr. Naik provides strategic and operational leadership to this business, both in domestic and international sector. Under his leadership the Chemicals Business of Aditya Birla Group has grown steadily. Mr. Naik has more than two and a half decades of rich professional experience in the field of Chemicals and has worked in leadership positions in many companies. Prior to joining Aditya Birla Group, Mr. Naik was the Regional MD Asia Pacific of Saint Gobain, a 43 Billion Euro company. Mr. Naik started his professional career with Bharat Petroleum and later joined Godrej Soaps Limited. During his long professional career, he worked in Dow Chemical India Limited and soon became an Executive Director of BASF India Limited.

Directors marked with an asterisk (*) are also directors on the Board of Directors of PFRL.

g. The brief audited financial details of ABNL for a period of the last three financial years and limited review results for the 9 months ended December 31, 2012 is as follows.

22

(Rs in Crores)

Particulars

9 months ended

December 31, 2012

(Unaudited)

Year Ended

March 31, 2012

(Audited)

Year Ended

March 31, 2011

(Audited)

Year Ended

March 31, 2010

(Audited)1 Profit and Loss Statement Income from Operations 7,334.81 8,433.48 6,447.24 4,827.47 Other Income 50.60 189.74 74.86 70.79 Total Income 7,385.41 8,623.22 6,522.10 4,898.26 Total Expenditure 6,648.06 7,572.99 5,562.16 4,063.76 Profit Before Depreciation Interest and Tax 737.35 1,050.50 959.94 834.50 Depreciation 158.39 203.06 194.05 180.10 Interest and Finance expenses 271.37 312.99 270.81 334.10 Profit before Exceptional Item and Tax 307.59 534.18 495.08 320.30 Exceptional Items - (103.88) - - Profit Before Tax 307.59 430.30 495.08 320.30 Provision for Tax 68.32 84.91 115.39 36.90

Profit After Tax 239.27 345.39 379.69 283.40 Notes: 1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format

(Rs in Crores)

Particulars

As at December 31,

2012 (Unaudited)

Year Ended March

31, 2012 (Audited)

Year Ended March

31, 2011 (Audited)

Year Ended

March 31, 2010

(Audited) Balance Sheet Statement

Provided separately

as per the old

Schedule VI


(A) Shareholders’ Funds Share Capital

Equity 113.53 113.52 113.51 Preference 0.10 0.10 0.10

Reserves and Surplus 5,804.08 5,564.97 5,287.14 Money received against share warrants 375.74 - -

I 6,293.45 5,678.59 5,400.75 (B) Share Application Money pending Allotment II 0.13 - -

(B) Non-Current Liabilities

Long-Term Borrowings 1,144.83 1,406.42 1,481.79 Deferred Tax Liabilities (Net) 159.42 158.22 173.61 Other Long-Term Liabilities 71.84 69.62 52.24 Long-Term Provisions 5.23 5.58 6.18

III 1,381.32 1,639.384 1,713.82 (C) Current Liabilities

23

Short-Term Borrowings 3,053.66 2,670.38 1,101.73 Trade Payables 1,452.19 1,227.32 943.71 Other Current Liabilities 867.60 812.76 893.63 Short-Term Provisions 104.56 159.18 148.08

IV 5,478.01 4,869.64 3,087.15 Total (I+II+III+IV) 13,152.91 12,188.07 10,201.72

ASSETS (D) Non-Current Assets

Net Fixed Assets 2,087.14 1,948.19 1,834.23 Non-Current Investments 6,152.92 5,597.95 5,424.41 Long-Term Loans and Advances 280.18 410.20 194.04 Other Non-Current Assets 0.98 1.13 1.81

V 8,521.22 7,957.47 7,454.49 (E) Current Assets

Current Investments - - 53 Inventories 1,454.55 1,320.69 1,203.24 Trade Receivables 2,527.89 1,690.19 1,109.29 Cash & Bank Balance 191.84 596.95 20.90 Short-Term Loans and Advances 388.87 377.71 273.04 Other Current Assets 68.54 245.06 87.76

VI 4,631.69 4,230.60 2,747.23 Total (V+VI) 13,152.91 12,188.07 10,201.72

The audited balance sheet statement of ABNL as per the former prevailing Schedule VI Format is as below: (Rs in Crores)

Particulars

Year Ended

March 31, 20101

(Audited) Balance Sheet Statement Sources of Funds Paid up Share Capital 103.11 Share Warrants 142.07

Reserves and Surplus (Excluding Revaluation Reserves) 4,416.33

Net worth 4,661.51 Secured Loans 2,074.85 Unsecured Loans 1,565.17 Deferred Tax Liabilities 178.47 Total 8,480.00 Uses of Funds Net Fixed Assets 1,552.22 Capital Work in Progress 263.06 Investments 5,435.85 Net Current Assets 1,228.87 Total 8,480.00

24

Notes: 1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format


Particulars

9 months ended

December 31, 2012

(Unaudited)


2012 (Audited)


2011 (Audited)


2010 (Audited)

Dividend (%) - 60% 55% 50% Basic Earnings Per Share (Rs) 21.08 30.43 35.84 28.81 Diluted Earnings Per Share (Rs) 21.06 30.41 34.98 27.62

h. As of December 31, 2012, ABNL has the following contingent liabilities:

Particulars (Rs in Crores)

Claims against the company not acknowledged as debts

A In respect of Income Tax matters 39.89

B In respect of excise & custom matters 76.35

C In respect of service tax matters 8.48

D In respect of sales tax matters 28.63

i. ABNL is presently listed on the BSE (Scrip Code: 500303) and NSE (Ticker: ABIRLANUVO), ISIN:

INE069A01017)

j. The closing market price of the equity shares of ABNL on BSE and NSE as of April 18, 2013 is Rs 968.85 and Rs 969, respectively.

k. ABNL has complied with the conditions of corporate governance as stipulated in clause 49 of the listing agreements with the Stock Exchanges.

l. The details of the Compliance Officer of ABNL are as follows: Name: Mr. Devendra Bhandari Address: A-4, Aditya Birla Centre, S.K.Ahire Marg Worli, Mumbai – 400 030 Tel: 022 -66525000 Fax: 022-66525821 Email: [email protected]

25

III. BACKGROUND OF THE TARGET COMPANY 1. Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Limited)

(CIN: U18101MHPLC2007233901) is a public limited company incorporated on April 19, 2007 under the Companies Act. Vide an online application dated April 11, 2013, the company had applied to the Ministry of Corporate Affairs, for change of its name from “Peter England Fashions and Retail Limited” to “Pantaloons Fashion & Retail Limited”. The application has been approved with effect from April 23, 2013. The registered office of PFRL is situated at 701-704 Skyline Icon Business Park, 86-92 Off A.K. Road, Marol Village, Mumbai – 400 059 .

2. The share capital structure of PFRL as of the date of this Offer Letter is as follows:

Paid Up Equity Shares of PFRL

No. of Equity Shares / Voting Rights

% of Equity Shares / Voting Rights

Fully Paid Up Equity Shares 92,793,529 100% Partly Paid Up Equity Shares Nil Nil Total Paid Up Equity Shares 92,793,529 100% Total Voting Rights 92,793,529 100%

3. The equity shares of PFRL are presently not listed on any stock exchange. However, as per the Scheme, the shares issued by PFRL in terms of Clause 12 of the Scheme and the shares held by shareholders of PFRL prior to such issuance will be listed and admitted to trading on the Stock Exchanges, where the shares of FRL are presently listed and admitted to trading i.e. BSE and NSE and all necessary applications will be made in this respect by the PFRL. Axis Capital Limited is acting as Advisor to PFRL/Target Company for the listing of its equity shares.

4. There are no outstanding convertible instruments convertible into equity shares of PFRL.

5. The details of the Board of Directors of PFRL is as follows:

S No Name

Date of Appointment

Qualifications Experience

1.

Dr. Rakesh Jain

19/04/2013 M.Tech/Ph.D., USA

Dr. Rakesh Jain, the Managing Director of ABNL, is M.Tech from IIT Kharagpur and Ph.D. from University of Akron in the United States. Dr. Rakesh Jain was Managing Director of erstwhile Indo Gulf Fertilizers Limited (IGFL) prior to its amalgamation with ABNL. He has rich experience in the areas of business development, strategy formulation and technology management. He started his career in GE Electro Materials, Coshocton OH. Before joining IGFL, he was holding the position of President & CEO for India and South Asia in GE Plastics. He has rich global experience in USA, Europe and Asia in different capacities such as Business Leader, Global Manufacturing Leader and Six Sigma Leader in GE Group. Presently, he is the “Business Director” of IT- ITeS, Agri, & Insulators Business of ABNL.

2. Mr. Pranab Barua

23/01/2009 Graduate- English Honours

Mr. Pranab Barua is Business Director for the Apparel & Retail Business of Aditya Birla Group. Mr. Barua has over 35 years of professional experience, having worked in different Companies (including top multinationals) and Industries. In particular, his professional background includes experience as Chairman and Managing Director of

26

Reckitt Benckiser; Regional Director, Reckitt Benckiser for South Asia; Foods Director on the Hindustan Unilever Board; and Sales and Marketing Director of Brooke Bond India Ltd. He has also worked closely with Private Equity Groups like IL&FS, Actis and India Value Fund for their investor companies like Godrej Tea and Trinethra Super Retail. He is a graduate in English honours from St Stephens College, New Delhi. He has also attended many advanced Management programs in India and abroad. "

3. Mr. Sushil Agarwal

06/08/2009 M.Com, C.A. Mr. Sushil Agarwal, a qualified Chartered Accountant and Masters in Commerce was appointed as the Chief Financial Officer of ABNL in May, 2009 and as a Whole Time Director in June, 2011. He has been with the Aditya Birla Group since the beginning of his career in 1989 and has privilege of working closely with the former Chairman Late Mr. Aditya Vikram Birla and current Chairman Mr. Kumar Mangalam Birla. He has richly contributed with his widely acknowledged financial acumen and analytical skills in many Restructuring, Mergers and Acquisitions initiatives of the Aditya Birla Group. In recognition of his stellar contribution he was honoured with the Chairman’s Exceptional Contributor Award in 2000. He was recognized in CFO India’s – First Annual CFO” list under the category “Winning Edge” in “Strategy”. He is on the board of several companies and is widely networked. He is familiar with operations in most states in India and several countries abroad through his experience of over 20 years.

4. Mr. P Murari

19/04/2013 M.A. (Economics)

Mr. P. Murari, is a retired IAS Officer. He was Secretary to the President of India before retiring from service in September, 1992. He has held several key positions in Government both at the Central and the State, various institutions and professional bodies and served on their Boards as Director/ Governor of Councils. Mr. Murari is presently a Director on the Board of several companies.

5. Mr. Bharat Patel

19/04/2013 B.A. (Hons.), Accounting, University of Waterloo, M.A., Economics, University of Notre Dame, USA, MBA, Marketing, University of Michigan, USA.

Mr. Bharat Patel is the former Chairman of Procter & Gamble Hygiene and Health Care Ltd. and presently the Chairman of Indian Society of Advertisers (ISA). He has over 40 years of varied experience in the field of marketing, sales, exports, manufacturing, etc. He holds MA in Economics from the University of Notre Dame, USA and MBA in Marketing from the University of Michigan, USA. Apart from being associated with various Industry Associations, he is on the Board of various companies.

None of the directors are also directors on the Board of the Acquirer.

27

The Acquirer was already in control of PFRL prior to the effectiveness of the Scheme, and will continue to be in control of PFRL post the effectiveness of the Scheme and the completion of the Offer.

6. PFRL is a party to the Scheme, more particularly described in Section I (Details of the Offer) of this Offer Letter.

Other than as stated above, there were no mergers, de-mergers, and / or spin-offs involving PFRL in the last 3 years.

7. The brief audited financial details of PFRL for a period of the last three financial years for the 9 months ended December 31, 2012 is as follows:

8. The financial disclosures for PFRL made below are pre Demerger accounts and as such may not be comparable to the post demerger financial statements of PFRL

(Rs Lakhs)

Particulars

9 months ended Dec 31,

2012 (Audited)

Year Ended

March 31, 2012

(Audited)


2011 (Audited)


20101 (Audited)

Profit and Loss Statement Income from Operations 809.09 1,834.07 1,278.40 1,359.55 Other Income 4,318.99 47.62 1.48 546.16 Total Income 5,128.08 1,881.69 1,279.87 1,905.72 Total Expenditure 671.13 1,699.02 1,275.70 2,707.01 Profit Before Depreciation Interest and Tax 4,456.95 182.67 4.18 (801.29)

Depreciation 0.04 0.08 0.08 477.12 Interest and Finance expenses 6.52 3.54 0.37 1,252.41 Profit Before Exceptional Items and Tax 4,450.39 179.04 3.72 (2,530.82)

Exceptional Items - - - - Profit before Tax 4,450.39 179.04 3.72 (2,530.82) Provision for Tax 1,440.15 56.74 2.50 6.62

Profit After Tax 3,010.24 122.30 1.22 (2,537.44) Notes: 1. Audited figures for FY10 have been reported under the then prevailing Schedule VI format

(Rs Lakhs)

Particulars

As at December 31, 2012

Year Ended March 31, 2012



(Audited) (Audited) (Audited) (Audited) Balance Sheet Statement

(A) Shareholders’ Funds Share Capital Equity 50.00 50.00 50.00 Preference 50.50 50.50 50.50 Reserves and Surplus 3,030.17 19.93 (88.27) Money received against share warrants - - - I 3,130.67 120.43 12.23 (B) Share Application Money - - -

28

The audited balance sheet statement of PFRL as per the former prevailing Schedule VI Format is as below:

(Rs lakhs)

Particulars

Year Ended March 31, 2010 (Audited)

Sources of Funds Paid up Share Capital 100.50 Share Warrants - Reserves and Surplus (89.49) (Excluding Revaluation Reserves) - Net worth 11.01 Secured Loans - Unsecured Loans - Deferred Tax Liabilities - Total 11.01 Uses of Funds

pending Allotment

Provided separately

as per the old

Schedule VI


II (B) Non-Current Liabilities Long-Term Borrowings - - - Deferred Tax Liabilities - - - Other Long-Term Liabilities - - - Long-Term Provisions - - - III - - - (C) Current Liabilities Short-Term Borrowings 80,294.50 Trade Payables 150.24 174.57 146.67 Other Current Liabilities 37.06 17.24 13.67 Short-Term Provisions 1,375.06 66.42 11.91 IV 81,856.86 258.23 172.25 Total (I+II+III+IV) 84,987.54 378.67 184.48 ASSETS (D) Non-Current Assets Net Fixed Assets - 0.04 0.12 Non-Current Investments - 31.77 31.77 Deferred Tax Asset 5.08 - - Long-Term Loans and Advances 1.41 1.89 2.72 Other Non-Current Assets - - - V 6.49 33.70 34.62 (E) Current Assets Current Investments 80,000.00 - - Inventories 23.58 20.43 19.74 Trade Receivables 12.36 178.57 62.69 Cash & Bank Balance 121.64 4.80 3.34 Short-Term Loans and Advances 525.08 124.21 64.09 Other Current Assets 4,298.39 16.95 - VI 84,981.05 344.97 149.86 Total (V+VI) 84,987.54 378.67 184.48

29

Net Fixed Assets 0.21 Capital Work in Progress - Investments - Net Current Assets 10.80 Total 11.01


Particulars

As at / 9 months

ended December

31, 2012 (Audited)


2012 (Audited)


2011 (Audited)


2010 (Audited)

Dividend (%) - - - - Basic Earnings Per Share (Rs) 602.05 21.64 (1.63) (33.20) Diluted Earnings per Share (Rs) 602.05 21.64 (1.63) (33.20) Return on Net Worth 128.20 % 87.93 % 10.00% - Book Value per Share 616.03 13.99 27.65 27.90

9. As of December 31, 2012, PFRL did not have any contingent liabilities.

10. The pre and post Offer shareholding pattern of PFRL, as on the date of this Offer Letter is as follows:

Shareholders Category

Shareholding & voting rights prior to the Scheme

Shareholding & voting rights post the Scheme (i.e. including conversion of the ITSL OFCDs)

Shares / voting rights proposed to be acquired / sold in the Offer (Assuming Full Acceptance)

Shareholding / voting rights after the Scheme, conversion of ITSL OFCDs, and Offer

(A) (B) (C) (B) + (C) = (D)

No (%) No (%) No (%) No (%)

(1) Promoter group / Acquirer

ITSL 500,000 100.0% 46,477,011 50.09% 23,114,868 24.91% 69,591,879 75.00%

(2) Public

a. FIs / MFs / FIIs / Banks / SFIs(2)

Nil Nil 14,410,618 15.53% (23,114,868) (24.91%)

This will depend on the response from each category

b. Others Nil Nil 31,905,900 34.38%

Total (a + b) Nil Nil 46,316,518 49.91% (23,114,868) (24.91%) 23,201,650 25.00%

Grand Total (1 + 2)

500,000 100.0% 92,793,529 100.00% Nil Nil 92,793,529 100.00%

Notes: 1. Based on the shareholding pattern of PFRL as of April 19, 2013 2. Includes Mutual Funds / UTI, Financial Institutions / Banks, Insurance Companies, FIIs 3. The total number of public shareholders of the Target Company as of April 19, 2013 is 50,585 4. The promoters of the Demerged Company shall not be entitled to participate in the Offer

30

IV. SUMMARY FINANCIAL INFORMATION OF THE PANTALOONS BUSINESS

1. Summary divisional financial information of the Pantaloons Business for the 6 month period commencing from the Appointed Date i.e. July 1, 2012 and ending on December 31, 2012 is as follows.

2. The Appointed date of the Scheme is July 1, 2012 and Effective date is April 8, 2013. During the aforesaid period, as per the terms of the Scheme, the conduct of the Business was managed by FRL (erstwhile PRIL) in the ordinary course. The financial information presented below pertains to a part of this period and is provided by the management of PFRL based on information received from FRL. Please note that the financial information below is unaudited and has been provided only as additional information to the Equity Shareholders.

Rs in Crores

Particulars 6 months ended Dec 31, 2012 (Unaudited)

Profit and Loss Statement Net sales/income from operations (Net of excise duty) 826.67

Other Operating Income 13.18

Total income from operations (net) 839.85

Expenses Purchases of traded goods 527.67 Changes in inventories of finished goods, work in progress, and stock in trade – (Increase) / Decrease (19.78)

Employee benefits cost 54.29 Depreciation & amortization 23.11 Other expenses 193.96 Total Expenses 779.26 Profit from Operations before other income and finance costs 60.60 Other Income 0.01 Profit from ordinary activities before finance costs 60.60 Finance Costs 95.48 Profit / (Loss) from ordinary activities before tax (34.87) Notes:

1. Inter Division stock transfer between divisions has not been considered as purchase or sales for the purpose of above financial results.

2. Tax expenses have been provided for the company as a whole and not allocated to various formats. 3. Other expenses includes Rs. 3.87 crores towards loss on discard of fixed assets of closed stores. 4. Management has allocated proportionate head office expenses towards personnel cost and rent to

Pantaloons Format on estimated basis 5. As provided in the opening Financial Statements, annexed as Schedule 1 to the Scheme, the Business

had total loans of Rs. 1,600 Cr as of June 30, 2012. Since then, a sizeable portion of the loans have been retired as per the terms of the transaction. Accordingly, the finance costs may not be comparable to that of the post Demerger financial statements of PFRL

31

Rs in Crores

Particulars

As at December

31, 2012 (Unaudited)

Statement of assets and liabilities Shareholders funds Reserves and Surplus (34.87) Long-term borrowings 524.01 Long-term provisions 2.47 Total non-current liabilities 526.49 Short-term borrowings 872.29 Short-term provisions 0.45 Trade payables 391.41 Other current liabilities 287.47 Total current liabilities 1,551.63 TOTAL EQUITY AND LIABILITIES 2,043.24 Fixed Assets (i) Tangible Assets 527.11 (ii) Intangible assets 1,041.06 (iii) Capital work-in-progress 20.67 Long-term loans and advances 58.83 Total non-current assets 1,647.67 Inventories 365.39 Trade receivables 9.81 Cash and cash equivalents 12.82 Short-term loans and advances 7.55 Total current assets 395.57 TOTAL ASSETS 2,043.24

As of December 31, 2012 the Pantaloons Business did not have any contingent liabilities

32

V. OFFER PRICE AND FINANCIAL ARRANGEMENTS 1. The offer price as provided under the Scheme as approved inter-alia by FRL Equity Shareholders and FRL

DVR Shareholders in the meeting held on December 6, 2012, and approved by the High Court of Judicature at Bombay is Rs 175/- per Equity Share. The Offer Price is higher than the price at which the ITSL OFCDs have been converted into equity shares of PFRL.

2. Assuming full acceptance of the Offer, the total funds requirements is Rs 404,51,01,900/- (Rupees four

hundred and four crore fifty one lakh one thousand and nine hundred only) (“Maximum Consideration”) . The Offer is not subject to differential pricing.

3. The Acquirer has provided a bank guarantee dated April 18, 2013 for an amount of 102,00,00,000/-

(Rupees one hundred and two crore only) from Axis Bank Limited, having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025, in favor of the Advisor (the “Bank Guarantee”). The Bank Guarantee is valid until July 15, 2013. The Advisor has been duly authorized to realize the Bank Guarantee. The Acquirer undertakes that in case the Offer process is not completed within the validity of Bank Guarantee, then the Bank Guarantee will be further extended at least up to thirty (30) days from the date of completion of payment of consideration to shareholders who have validly tendered the Equity Shares held by them in PFRL in this Offer.

4. The Acquirer has also opened a cash escrow account in the name and style of Peter England Fashions and

Retail Limited - Open Offer Escrow Account” (“Escrow Account”) with Axis Bank Limited having its head office at 3rd floor, Trishul, Opposite Samrtheswar Temple, Law Garden, Ellis Bridge, Ahmedabad 380 006 and a corporate banking branch at Ground Floor, Axis House, Wadia International Centre, Pandurang Budhkar Marg, Worli, Mumbai 400 025(“Escrow Bank”) and made a cash deposit of an amount of 5,00,00,000/- (Rupees five crore only) being more than 1% of the Maximum Consideration (“Cash Escrow Amount”). The Advisor has been duly authorized to realize the value of the aforesaid Escrow Account.

5. The Acquirer has made firm financial arrangement for financing the acquisition of Equity Shares under the

Offer. The Acquirer proposes to fund the Offer out of funds available with the Acquirer group (being Acquirer and the PAC).

6. M/s P N Jhaveri & Associates, Chartered Accountants (Membership number: 107374, Tel. No.: +91 22

22041840), having office at Shiv Sadan, Flat #1, Ground Floor, C Road, Churchgate, Mumbai 400 020, vide certificate dated April 18, 2013, have certified that adequate and firm financial resources are available with the Acquirer to enable it to fulfill its financial obligations under this Offer

33

VI. TERMS AND CONDITIONS OF THE OFFER 1. Operational Terms and Conditions

a. As per the schedule of activities, the Tendering Period will commence on May 7, 2013 and will close on

May 20, 2013. b. The Equity Shares offered under this Offer should be free from all liens, charges, equitable interests,

encumbrances and are to be offered together with, if any, of all rights of dividends, bonuses or rights from now on and declared hereafter

c. This is not a conditional Offer and there is no stipulation on any minimum level of acceptance d. The Identified Date for this Offer as per the tentative schedule of activity is April 20, 2013 e. The marketable lot for the Equity Shares of the Target Company for the purpose of this Offer shall be 1(one

only). f. The Equity Shareholders who tender their Equity Shares in acceptance of this Offer shall not be entitled to

withdraw such acceptance.

2. Locked in Equity Shares

a. To the best of our knowledge, there are no Equity Shares of PFRL that are both eligible to be tendered in the Offer, and locked-in.

3. Eligibility for accepting the Offer

a. This Offer Letter shall be sent to all Equity Shareholders / Beneficial Owners holding Equity Shares (except

the FRL Promoters, the Acquirer and PAC) whose names appear in the register of PFRL as on the Identified Date. (Pursuant to the Scheme, PFRL has issued and allotted 46,316,518 fully paid up equity shares to the FRL Equity Shareholders and FRL DVR Shareholders on April 19, 2013). This Offer Letter shall be only sent to the Indian addresses of the Equity Shareholders. Equity Shareholders holding shares in dematerialized form are required to update their Indian addresses with their DP and Equity Shareholders holding shares in physical form with the registrar and transfer agent of the Target Company.

b. All Equity Shareholders/Beneficial Owners who own Equity Shares of PFRL and are able to tender such Equity Shares in this Offer at any time before the closure of the Offer, are eligible to participate in this Offer.

c. The Form of Acceptance and other documents required to be submitted, herewith, will be accepted by Registrar to the Offer between 10:00 AM to 1.00 PM and 2.00 PM to 5:00 PM on working days (Monday to Friday) during the Tendering Period.

d. Equity Shareholders may submit applications on plain paper however these must be accompanied with the Depository Participant Letter. The format of the Depository Participant Letter is enclosed in the Form of Acceptance provided with this Offer Letter. The Offer Letter and Form of Acceptance are also available on the website of the Registrar to the Offer at www.linkintime.co.in

e. The acceptance of this Offer by the Equity Shareholders of PFRL must be absolute and unqualified. Any acceptance to this Offer which is conditional or incomplete in any respect will be rejected without assigning any reason whatsoever

f. The acceptance of this Offer is entirely at the discretion of the Equity Shareholder(s) /Beneficial owner(s) of PFRL.

g. The Acquirer and Registrar to the Offer accept no responsibility for any loss of Equity Share Certificates, Forms of Acceptance, Share Transfer Deed etc. during transit and the Equity Shareholders of PFRL are advised to adequately safeguard their interest in this regard

34

h. The acceptance of Equity Shares tendered in the Offer will be made by the Acquirer in consultation with the Registrar to the Offer

i. The instructions, authorizations and provisions contained in the Form of Acceptance constitute part of the

terms of the Offer j. For any assistance please contact the Registrar to the Offer. 4. Statutory and Other approvals

a. To the best knowledge and belief of the Acquirer and PAC as of the date of this Offer Letter, there are no

statutory approvals required to implement this Offer. If any statutory approvals are required or become applicable prior to completion of this Offer, this Offer would also be subject to the receipt of such statutory approvals

b. This Offer shall stand withdrawn in the event a binding order of court or governmental authority of

competent jurisdiction is received directing the withdrawal of the offer. However, currently there are no circumstances to believe that such an event would occur

c. Subject to the receipt of statutory approval, the Acquirer and PAC shall complete all procedures relating to

this Offer within 10 working days from the date of closure of the tendering period to those Equity Shareholders whose share certificates and/ or other documents are found valid and in order and are accepted for acquisition by the Acquirer.

d. The Acquirer shall be responsible to pursue all statutory approvals required by the Acquirer in order to

complete this Offer without any default, neglect or delay e. Where any statutory approval extends to some but not all the Equity Shareholders, the Acquirer shall have

the option to make payment to such Equity Shareholders in respect of whom no statutory approvals are required in order to complete this Offer

35

VII. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT 1. This Offer Letter with the Form of Acceptance will be mailed to the Equity Shareholders, whose names

appear on the register of members of PFRL and to the beneficial owners of the Equity Shares whose names appear in the beneficial records of the respective depositories as of the close of business on the Identified Date.

2. Equity Shareholders can also download this Offer Letter and the Form of Acceptance from the website of

the Registrar at www.linkintime.co.in or obtain a copy from the Registrar to the Offer. 3. Equity Shareholders should follow the following procedure to ensure acceptance and settlement of their

tendered Equity Shares

No Procedure Document Required For Equity Shareholders holding shares in DEMATERIALIZED form

1 Form of Acceptance to be duly filled in accordance with the instructions therein and signed by all the beneficial owners as per the records of the DP

Form of Acceptance (enclosed with this Offer Letter)

2

Fill out and execute a delivery instruction slip and submit the same to your Depository Participant for execution. A photocopy of the executed delivery instruction slip should be sent along with the Form of Acceptance to be sent to the Registrar.

Delivery Instruction Slip

3

Request your Depository Participant to sign and stamp the Depository Participant letter attached to the Form of Acceptance. In this regard, the Depository Participant should refer to any instructions that may have been sent by NSDL / CDSL by way of a circular in this regard.

Depository Participant Letter

4 Any other documents as specified in the Form of Acceptance in certain cases (e.g. FIIs)

Other documents as may be required (Refer Form of Acceptance)

5 Submit all the above documents to the Registrar to the Offer

For Equity Shareholders holding shares in PHYSICAL form

1 Form of Acceptance to be duly filled in accordance with the instructions therein and signed by all Equity Shareholders whose names appear on the share certificates

Form of Acceptance (enclosed with this Offer Letter)

2 Original Share Certificate of PANTALOONS FASHION & RETAIL LIMITED to be enclosed

Original Share Certificate

3

Valid share transfer deeds duly executed. In case you obtain a blank transfer deed from the market, the details of the buyer should be left blank and in which case, if the details of buyer are filled in, the tender will not be valid under the Offer.

Valid Share Transfer Deed

4 Self-attested copy of the PAN card of the shareholder to be enclosed

Self-attested copy of the PAN card

5 Any other documents as specified in the Form of Acceptance in certain cases (e.g. FIIs)

Other documents as may be required (Refer Form of Acceptance)

6 Submit all the above documents to the Registrar to the Offer

4. Equity Shareholders who wish to accept this Offer can hand-deliver the Form of Acceptance along with the

other documents required to accept this Offer, at any of the collection centers mentioned below so as to reach the Registrar to the Offer during business hours on or before 5.00 pm on May 20, 2013, i.e. the closure of the Tendering Period, in accordance with the procedure as set out in this Offer Letter

36

City Address Tel. No. Contact Person/E-mail ID Mode of Delivery

1 Mumbai

Link Intime India Pvt. Ltd, C-13, Panalal Silk Mills Compound, L B S Marg, Bhandup (W), Mumbai -400078.

Tel: 022-25967878 Fax: 022-25960329

Pravin Kasare [email protected]

Hand Delivery & Registered Post

2 Mumbai

Skystock Services (India) Pvt. Ltd. 7, Hatim Building, Banaji Street, Fort, Mumbai 400 001

Tel: 022-40171818 Fax :022- 40171819

Ms.Antonette R [email protected]

Hand Delivery

3 Ahmedabad

Link Intime India Pvt. Ltd, 303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Behind Shoppers Plaza II, Off C G Road, Navrangpura, Ahmedabad - 380009

079-2646 5179 (Telefax)

Hitesh Patel [email protected]

Hand Delivery

4 Bangalore

Link Intime India Pvt. Ltd., 543/A, 7TH Main , 3rd Cross, Hanumanthanagar, Bangalore - 560 019

080-26509004 (Telefax)

Nagendra Rao [email protected]

Hand Delivery

5 Kolkata

Link Intime India Pvt. Ltd, 59C,Chowringhee Road,3rd Floor, Kolkata -700020

033-22890539/40 (Telefax)

S.P. Guha [email protected]

Hand Delivery

6 New Delhi

Link Intime India Pvt. Ltd., 44 Community Centre 2nd Floor, Nariana Industrial Area Phase I, Near PVR, Nariana, New Delhi 110 028

Tel: 011-41410592/93/94 Fax: 011-41410591

Swapan Naskar [email protected]

Hand Delivery

7 Pune

Link Intime India Pvt. Ltd, Block No 202 2nd Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune 411 001.

Tel: 020- 26160084, 26161629 Telefax: 020 -26163503

Rajeeva Koteshwar [email protected]

Hand Delivery

8 Hyderabad

Skystock Services (India) Pvt. Ltd.C/o PRVS Courier 1-8-155/A, Behind Autofin Showroom, Above Sharavana Bhavan Hotel, CG Road, Secunderabad 500003

Tel: 040- 65648544/65908183 Fax: 040 -27729082

Mr. Sirish Terela [email protected]

Hand Delivery

All of the centres mentioned above will be open on all the working days (Monday to Friday) during the business hours from 10.00 AM to 1.00 PM and 2.00 PM to 5.00 PM

5. Equity Shareholders who cannot hand deliver their documents at the collection center referred to above, may send the same by registered post with acknowledgement due or by courier, at their own risk and cost, to the Registrar to the Offer at its address as mentioned on the cover page of this Offer Letter so as to reach the Registrar before close of business on May 20, 2013 i.e. the closure of the Tendering Period.

6. Beneficial Owners who wish to tender their Equity Shares will be required to send their Form of Acceptance 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 DP in favor of a Special Depository Account opened by the Registrar to the Offer, in accordance with instructions specified in the Offer Letter and in the Form of Acceptance. However, as the ISIN of the Equity Shares of PFRL is currently in

37

‘Suspended’ status, your Depository Participant must also execute the “Depository Participant Letter” as enclosed with the Form of Acceptance, requesting the Registrar to the Offer to facilitate the transfer of the Equity Share. The photocopy of the executed delivery instruction slip along with the Depository Participant Letter and any other document should reach the Registrar to the Offer on or before the close of the Offer, i.e. May 20, 2013. The details of the Special Depository Account are given below

Depository Participant Name Axis Bank Limited

DP ID IN300484 Beneficiary Account Number / Client ID 16816072 Special Depository Account Name LIIPL – PFRL Offer Escrow Demat Account

ISIN INE647O01011

Depository NSDL

Mode of Instruction Off-Market

Shareholders having their beneficiary account with CDSL have to use inter-depository delivery instruction slip.

7. Equity Shareholders who wish to tender their Equity Shares, held in physical form, will be required to send the Form of Acceptance, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer, either by hand delivery or registered post on weekdays, at their sole risk, so as to reach the Registrar to the Offer, on or before the closure of the Tendering Period, i.e., not later than May 20, 2013 in accordance with the instructions to be specified in the Offer Letter and in the Form of Acceptance

8. The Form of Acceptance along with Share Certificates / copy of delivery instruction to DP and other relevant documents shall be sent to the Registrar to the Offer only. The same shall not be sent to the Acquirer, PAC, Advisor or PFRL.

9. Procedure for acceptance of this Offer by Equity Shareholders/owners of Equity Shares who have

sent Equity Shares in physical form for transfer or those who did not receive the Offer Letter:

a. In case of non-receipt of the Offer Letter, beneficial holders holding Equity Shares in dematerialized form, may send their applications in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of Equity Shares held, number of Equity Shares offered, DP name, DP ID, beneficiary account number and photocopy of the delivery instruction in “Off-market”, or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP, in favor of the Special Depository Account, along with duly acknowledged letter by his/her Depository Participant addressed to the Registrar instructing the Registrar to facilitate the transfer of securities held under ‘Suspended’ ISIN (the format of which is a part of the Form of Acceptance, which may be obtained from the website of the Registrar at www.linkintime.co.in, so as to reach the Registrar to the Offer on or before the date of closure of the Offer. Also alternatively, the Equity Shareholders may apply on the Form of Acceptance obtained from the website from the Registrar at www.linkintime.co.in

b. In case of non-receipt of the Offer Letter, the eligible person(s), holding Equity Shares of the Target

Company in physical form, may send his / her / their consent on plain paper stating the name, address, number of Equity Shares held, distinctive numbers, certificate numbers and the number of Equity Shares offered along with the share certificates, duly signed transfer forms and other required documents to the Registrar to the Offer so as to reach them on or before the date of closure of the Offer. Also, alternatively, the Equity Shareholders may apply on the Acceptance Form obtained from the website of the Registrar at www.linkintime.co.in

10. The unaccepted share certificates, transfer forms and other documents, if any, would be returned by

registered / speed post at the Equity shareholders’ sole risk. Equity shareholders holding shares in dematerialized form whose shares have not been accepted will be sent an intimation letter informing them of the same, and the documents submitted by them (including Form of Acceptance, acknowledged delivery instruction slip and Depository Participant Letter requesting transfer of shares) will not be acted upon.

38

11. The share certificate(s) and the transfer form(s), or documents for transfer of Equity Shares together with the Form of Acceptance submitted by the Equity Shareholders pursuant to the Offer, will be held by the Registrar to the Offer in trust for such Equity Shareholders until the Acquirer pays the Offer Price.

12. The number of equity shares of PFRL accepted by the Acquirer in terms of the Offer shall not exceed the

Offer Shares. It is hereby clarified that if the number of equity shares tendered exceeds the Offer Shares, then the Acquirer shall be entitled to accept the equity shares on a proportionate basis taking care to ensure that the basis of acceptance is decided on a fair and equitable manner. The decision of the board of directors (or a committee thereof) of ITSL in this behalf shall be final and binding.

13. Settlement / Payment of Consideration

a. Subject to receipt of all statutory approvals/no objections (if any), the Acquirer shall arrange to pay the

consideration payable to the Equity Shareholders whose Equity Shares have been accepted on or before June 3, 2013

b. Equity Shareholders tendering their Equity Shares in the dematerialized form are advised to immediately update with their DP, their bank account details, i.e. nine digit Magnetic Ink Character Recognition Code (MICR) as appearing on their cheque leaf and also their bank’s Indian Financial System Code (IFSC), which will get linked to their bank branch. Please note that failure to do so could result in delays in dispatch of payment or electronic transfer of funds, as applicable, and any such delay shall be at the equity shareholder’s sole risk and neither the Acquirer, the PAC, the Advisor the Registrar to the Offer nor the Escrow Bank shall be liable to compensate such equity shareholder for any losses caused due to any such delay or any interest for such delay

c. Payment of consideration to the Equity Shareholders would be done through various modes in the following

order of preference

i. Real Time Gross Settlement (“RTGS”) / National Electronic Clearing Service (“NECS”) / National Electronic Fund Transfer (“NEFT”) - Payment shall be undertaken through any of the above modes wherever the equity shareholder's bank has been assigned the IFSC, which can be linked to an MICR, if any, available to that particular bank branch or wherever the Equity Shareholders have registered their nine digit MICR number and their bank account number with their DP

ii. Direct Credit – Equity Shareholders having bank accounts with the Escrow Bank, as mentioned in the

Acceptance Form, shall be eligible to receive payments through direct credit. Charges, if any, levied by the Escrow Bank for the same would be borne by the Acquirer

iii. For all other Equity Shareholders, including Equity Shareholders holding Equity Shares in physical

from and those who have not updated their bank particulars with the MICR code, the payments will be dispatched through speed post / registered post. Such payments will be made by cheques, pay orders or demand drafts drawn on the Escrow Bank and payable at par at places where acceptance forms are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Equity Shareholders. It is advised that Equity Shareholders provide bank details in the Form of Acceptance, so that the same can be incorporated in the cheque/demand draft/pay order. It will be the responsibility of the tendering Equity Shareholders to ensure that correct bank account details are mentioned with the Depositories and in the Form of Acceptance

Applicants to whom payments are made through electronic transfer of funds will be sent a letter (Payment advice) through ordinary post intimating them about the mode of credit / payment. The Registrar to the Offer shall ensure dispatch of consideration, if any, by RTGS / NECS / NEFT / Direct Credit / Cheques / Pay orders / Demand Drafts only in the name of the sole or first equity shareholder and all communication will be addressed to the person whose name appears on the Form of Acceptance and adequate funds for making payments as per the mode(s) disclosed above shall be made available to the Registrar by the Acquirer. Tax at applicable rate(s) will be deducted, in those cases where Tax Deduction at Source (TDS) is applicable

39

VIII. COMPLIANCE WITH TAX REQUIREMENTS 1. Cost of acquisition of shares

(a) Shareholders are requested to note the provisions of the Income Tax Act with respect to cost of acquisition of shares in the resulting company received upon demerger.

(b) Subsection (2C) of Section 49 of the Income Tax Act provides as under “49 (2C) The cost of acquisition of the shares in the resulting company shall be the amount which bears to the cost of acquisition of shares held by the assessee in the demerged company the same proportion as the net book value of the assets transferred in a demerger bears to the net worth of the demerged company immediately before such demerger.”

(c) Subsection (2D) of Section 49 of the Income Tax Act provides as under “49 (2D) The cost of acquisition of the original shares held by the shareholder in the demerged company shall be deemed to have been reduced by the amount as so arrived at under sub-section (2C).”

(d) The explanation to Section 49 of the Act reads as under: “For the purposes of this section, "net worth" shall mean the aggregate of the paid up share capital and general reserves as appearing in the books of account of the demerged company immediately before the demerger.”

(e) Consequently, the cost of acquisition of the equity shares in PFRL, received by the shareholders of Future Retail Limited (formerly known as Pantaloon Retail (India) Limited), under the Scheme, shall be calculated by applying the proportion that the net book value of the assets transferred bears to the net worth of Future Retail Limited immediately prior to the demerger, to the aggregate cost of acquisition of the shares of Future Retail Limited in the hands of the respective shareholders.

(f) Shareholders are advised to note that the above information is merely a reproduction based on the existing provisions of law, which is subject to change from time to time. No assurance is given as to the interpretation of the same by revenue authorities / courts.

(g) Accordingly, the cost of acquisition of the equity shares in PFRL, received by the shareholders of Future Retail Limited (formerly known as Pantaloon Retail (India) Limited), under the Scheme, for the purposes of subsection (2C) of section 49 of the Income Tax Act, 1961 shall be NIL as per the chartered accountant certificate provided by FRL.

(h) Shareholders shall note that neither the Acquirer, PAC, Target Company, nor the Advisor assume any liability / responsibility in respect of any tax implication arising for the shareholders. Shareholders are advised to consult their own consultants to understand the specific tax implications, in their respective cases

2. General tax requirements (a) Section 195(1) of the Income Tax Act provides that any person responsible for paying to a non-resident,

any sum chargeable to tax is required to deduct tax at source (including surcharge and cess, if applicable).The consideration received by the non-resident Equity Shareholders for Equity Shares accepted in the Offer may be chargeable to tax in India either as capital gains under Section 45 of the Income Tax Act or as business profits, depending on the facts and circumstances of the case. The Acquirer is required to deduct tax at source (including surcharge and education cess) at the applicable rate as per the Income Tax Act on such capital gains/ business profits. In addition, the Acquirer will also be obliged to deduct tax at source on interest, if any, to be made to non-resident EquityShareholders due to delay in payment of Offer consideration.

(b) Section 194A of the Income Tax Act provides that payment of interest, if any, (for delay in payment of

Offer consideration) by Acquirer to a resident Equity Shareholder may be chargeable to tax, as income from other sources under Section 56 of the Income Tax Act. The Acquirer is required to deduct tax at source (including surcharge and education cess) at the applicable rate as per the Income Tax Act on such interest (paid for delay in payment of Offer consideration or a part thereof).

40

(c) Each Equity Shareholder shall certify its (i) tax residency status (i.e. whether resident or non-resident) and

(ii) its tax status (i.e. whether individual, firm, company, association of persons/ body of individuals, trust, any other, etc.) by selecting the appropriate box in the Form of Acceptance-cum-Acknowledgement. In case of ambiguity, incomplete or conflicting information or the information not being provided to the Acquirer, taxes shall be deducted assuming the Equity Shareholder as a non-resident and at the rate as may be applicable, under the Income Tax Act, to the relevant category to which the Equity Shareholder belongs, on the entire consideration and interest if any, payable to such Equity Shareholder. Section 90(4) and 90A(4) of the Income Tax Act provide that, any person claiming benefit under any Double Taxation Avoidance Agreement (“DTAA”) between India and any other foreign country should furnish the ‘Tax Residency Certificate’ (“TRC”) (containing the specified particulars as per notification No. S.O. 2188 (E) dated 17th September 2012) provided to him / it by the Government of that foreign country / specified territory of which he / it claims to be a tax resident.

(d) The Acquirer will not accept any request from any Equity Shareholder, under any circumstances, for non-

deduction of tax at source or deduction of tax at a lower rate, on the basis of any self-computation /computation by any tax consultant, of capital gain and/or interest, if any, and tax payable thereon.

(e) Securities transaction tax will not be applicable to the Equity Shares accepted in the Offer.

(f) The provisions contained in clause (c) to (e) above are subject to anything contrary contained in Part VIII - Compliance with Tax Requirements - paragraphs 2 to 5 below.

(g) All references to maximum marginal rate include applicable surcharge and education cess, as may be applicable.

For non-resident Equity Shareholders 3. Tax Implications in case of non-resident Equity Shareholders (other than Foreign Institutional Investors

(“FIIs”)) (a) For the purpose of remittance of funds on tendering of Equity Shares under the Offer, NRIs, OCBs, and

other non-resident Equity Shareholders (excluding FIIs) will be required to submit a no objection certificate’ (“NOC”) or a certificate for deduction of tax at a nil/lower rate (“Certificate for Deduction of Tax at Nil/Lower Rate”) from the income tax authorities under Section 195(3) or Section 197 of the Income Tax Act, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. The Acquirer will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.

(b) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, tax will be deducted at the maximum marginal rate as may be applicable to the relevant category to which the Equity Shareholder belongs, on the entire consideration amount payable to the Equity Shareholders, by the Acquirer.

(c) In case of interest payments, if any, by the Acquirer for delay in payment of Offer consideration or a part thereof, if any, the NRIs, OCBs, and other non-resident Equity Shareholders (excluding FIIs) will be required to submit a NOC or Certificate for Deduction of Tax at Nil/Lower Rate from the income tax authorities under the Income Tax Act indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. The Acquirer will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.

(d) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer will deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Equity Shareholder belongs under the Income Tax Act on the entire amount payable as interest to such Equity Shareholder.

(e) All NRIs, OCBs and other non-resident Equity Shareholders (excluding FIIs) are required to submit a self-attested copy of their PAN card for income tax purposes. In case copy of the PAN card is not submitted or is invalid or does not belong to the Equity Shareholder, Acquirer will deduct tax at the rate of 20% (as

41

provided under section 206AA of the Income Tax Act) or the rate, as may be applicable to the category of the Equity Shareholder under the Income Tax Act, whichever is higher.

(f) Any NRIs, OCBs and other non-resident Equity Shareholders (excluding FIIs) claiming benefit under any DTAA between India and any other foreign country should furnish the TRC containing the specified particulars as per notification No. S.O. 2188 (E) dated 17th September 2012 provided to him / it by the Government of that foreign country / specified territory of which it claims to be a tax resident, and a self-declaration stating that it does not have a business connection in India as defined in Explanation 2 to section 9(1)(i) of the Income Tax Act (along with the provisos thereto) or a permanent establishment in India, in terms of the DTAA entered between India and the country of its tax residence. In the absence of such certificates/declarations, the Acquirer will arrange to deduct tax in accordance with the provisions of the Income Tax Act and without having regard to the provisions of any DTAA.

4. Tax Implications in case of FIIs (a) Section 196D(2) of the Income Tax Act provide that no deduction of tax at source is required to be made

from any income arising to FIIs by way of capital gains arising from the transfer of securities referred to in Section 115AD of the Income Tax Act as defined in Section 115AD of the Income Tax Act. FIIs are required to certify the nature of their holding (i.e. whether held on Capital Account as Investment or on Trade Account) of the Equity Shares in the Target by selecting the appropriate box in the Form of Acceptance-cum-Acknowledgement. The benefits under Section 196D(2) are applicable in case the Equity Shares are held on Capital Account;

(b) In the absence of certificates/ declarations as contemplated in clause (a) above (as applicable),

notwithstanding anything contained in clause (a) above, the Acquirer shall deduct tax at the maximum marginal rate as may be applicable to the category of the Equity Shareholder under the Income Tax Act, on the entire consideration amount payable to such Equity Shareholder (i.e. FIIs).

(c) In an event wherein it is certified by the FIIs that Equity Shares held by such FIIs in the Target are held on Trade Account, no deduction of tax at source shall be made if such FIIs furnish a TRC and a self-declaration stating that such FIIs do not have a business connection in India as defined in Explanation 2 to section 9(1)(i) of the Income Tax Act (along with the provisos thereto) or a permanent establishment in India, in terms of the DTAA entered between India and the country of tax residence of such FIIs. In the absence of such certificates/declarations, the Acquirers shall deduct tax at the maximum marginal rate as may be applicable to the category of the Equity Shareholder under the Income Tax Act, on the entire consideration amount payable to such Equity Shareholder (i.e. FIIs). Further such FII shall also be required to furnish the NOC or certificate for applicable withholding tax rate from the Indian Income tax authorities.

(d) Notwithstanding anything contained in clause (a) to (c) above, in case FIIs furnish a NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.

(e) FIIs will be required to submit a NOC or Certificate for Deduction of Tax at Nil/Lower Rate from the income tax authorities under Section 195(3) or Section 197 of the Income Tax Act indicating the amount of tax to be deducted by the Acquirer before remitting the interest payable, if any, by the Acquirer for delay in payment of Offer consideration or a part thereof. The Acquirer will arrange to deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.

(f) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category to which the Equity Shareholder belongs, on the interest payable to such Equity Shareholder.

(g) All FIIs shall submit a self-attested copy of their PAN for income tax purposes. In case copy of the PAN card is not submitted or is invalid or does not belong to the Equity Shareholder, Acquirer will arrange to deduct tax at the rate of 20% (as provided under section 206AA of the Income Tax Act) or the rate, as may be applicable to the category of the Equity Shareholder under the Income Tax Act, whichever is higher, on the interest income to be remitted from India, if any.

(h) FIIs claiming benefit under any DTAA between India and any other foreign country should furnish the TRC containing the specified particulars as per notification No. S.O. 2188 (E) dated 17th September 2012 ,

42

provided to him / it by the Government of that foreign country / specified territory of which it claims to be a tax resident.. In the absence of such TRC, the Acquirer will arrange to deduct tax in accordance with the provisions of the Income Tax Act and without having regard to the provisions of any DTAA.

For Resident Equity Shareholders 5. Tax Implications in case of resident Equity Shareholders (a) Under the Income Tax Act, no tax shall be deductible on the entire consideration (excluding interest)

payable to resident Equity Shareholders.

(b) All resident Equity Shareholders will be required to submit a NOC or Certificate for Deduction of Tax at Nil/Lower Rate from the income tax authorities under Section 197 of the Income Tax Act, indicating the amount of tax to be deducted by the Acquirer before remitting the consideration for interest payments, if any, by the Acquirer for delay in payment of Offer consideration or a part thereof, if any. The Acquirer will deduct taxes at source in accordance with such NOC or Certificate for Deduction of Tax at Nil/Lower Rate.

(c) In an event of non-submission of NOC or Certificate for Deduction of Tax at Nil/Lower Rate, the Acquirer will deduct tax at the rates prescribed under section 194A of the Income Tax Act as may be applicable to the relevant category to which the Equity Shareholder belongs under the Income Tax Act on the consideration payable as interest to such Equity Shareholder.

(d) All resident Equity Shareholders shall submit a self-attested copy of their PAN card for income tax purposes. In case copy of the PAN card is not submitted or is invalid or does not belong to the Equity Shareholder, Acquirer will deduct tax at the rate of 20% (as provided under section 206AA of the Income Tax Act) or the rate, as may be applicable to the category of the Equity Shareholder under the Income Tax Act, whichever is higher.

(e) Notwithstanding anything contained in clause (b) to (c) above, no deduction of tax shall be made at source by the Acquirer where (i) the total amount of interest payable, if any, to a resident Equity Shareholder does not exceed INR 5,000 or (ii) where a self-declaration as per Section 197A of the Income Tax Act in Form 15G or Form 15H (as per Rule 29C of the Income Tax Rules, 1962) as may be applicable, has been furnished by a resident Equity Shareholder or (iii) interest being paid, if any, to an entity specified under Section 194A(3)(iii) of the Income Tax Act if it submits a self-attested copy of the relevant registration, or notification along with the Form of Acceptance-cum-Acknowledgement. The self-declaration in Form 15G and Form 15H will not be regarded as valid unless the resident Equity Shareholder has furnished its PAN in such declaration.

6. Others

(a) Notwithstanding the details given above, all payments will be made to Equity Shareholders subject to

compliance with prevailing tax laws.

(b) The tax deducted by the Acquirer while making payment to a Equity Shareholder may not be the final tax liability of such Equity Shareholder and shall in no way discharge the obligation of the Equity Shareholder to appropriately disclose the amounts received by it, pursuant to this Offer, before the income tax authorities.

(c) Equity Shareholders are advised to consult their respective tax advisors for assessing the tax liability,

pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take.

(d) The Acquirer and the Manager do not accept any responsibility for the accuracy or otherwise of the tax

provisions set forth herein above.

(e) The Acquirer shall deduct tax (if required) as per the information provided and representation made by the Equity Shareholders. In an event of any income-tax demand (including interest, penalty etc.) arising from any misrepresentation, inaccuracy or omission of information provided/to be provided by the Equity Shareholders, such Equity Shareholders will be responsible to pay such income-tax demand under the

43

Income Tax Act and provide the Acquirer with all information/documents that may be necessary and co-operate in any proceedings before income tax / appellate authority in India.

(f) The Acquirer shall issue a certificate in the prescribed form to the Equity Shareholders (resident and non-

resident) who have been paid the consideration and interest, if any, after deduction of tax, certifying the amount of tax deducted and other prescribed particulars in accordance with the provisions of section 203 of the Income Tax Act read with the Income-tax Rules, 1962

Equity Shareholders are advised to consult their respective tax advisors for assessing the tax liability, pursuant to this Offer, or in respect of other aspects such as the treatment that may be given by their respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer, the PAC and the Advisor to the Offer do not accept any responsibility for the accuracy or otherwise of the tax provisions set forth herein above.

IX. DOCUMENTS FOR INSPECTION 1. Copies of the following documents will be available for inspection at the corporate office of the Acquirer at

Aditya Birla Centre, A Wing , 4th Floor, S.K. Ahire Marg, Worli, Mumbai – 400 030 (Tel: +91 22 6652 5000 Fax: +91226652 5821). The documents can be inspected during normal business hours (10.00 AM to 5.00 PM) on all working days (except Saturdays and Sundays) during the period from the date of Offer Opening till Offer Closing.

a. Certificate of Incorporation and Memorandum and Articles of Association of the Acquirer

b. Copy of certificate dated April 18, 2013, from Mr. P N Jhaveri(Membership No. 107374) Partner, M/s. P N.

Jhaveri & Associates, Chartered Accountants,(Tel. No.: +91 22 22041840 Email: [email protected]), certifying that the Acquirer has sufficient means and capability to fulfill its obligations under this Offer

c. Audited annual reports of the Acquirer and PFRL for the last three years

d. A letter from Axis Bank Limited dated April 22, 2013 confirming the amount kept in the Escrow Account

and a lien in favor of the Advisor

e. A copy of the Scheme of Arrangement, in terms of which this Offer is being conducted.

f. A copy of the DPS published on April 23, 2013 and a copy of the pre commencement advertisement published on May 6, 2013

44

X. DECLARATION BY THE ACQUIRER AND PAC

The Acquirer and PAC accept full responsibility for the information contained in this Offer Letter and also for fulfillment of the obligations of the Acquirer as laid down herein.

The Acquirer and PAC shall be jointly and severally responsible for ensuring compliance with the obligations laid down herein.

For Indigold Trade and Services Limited

Sd/-

For Aditya Birla Nuvo Limited Sd/-

Authorized Signatory Authorized Signatory Place: Mumbai Date: April 23, 2013

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENT PANTALOONS FASHION & RETAIL LIMITED - OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form of Acceptance with enclosures to any of the Collection Centers as mentioned in the Offer

Letter (as defined hereafter) and in this Form of Acceptance) (All terms and expressions used herein shall have the same meaning as ascribed thereto in the Offer Letter)

OFFER OPENS ON May 7, 2013

OFFER CLOSES ON May 20, 2013 From Name: Address: Email ID: Tel No: Folio NO./DP ID No./Client ID No.: To The Acquirer: Indigold Trade and Services Limited C/oLink Intime India Private Limited C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr. Pravin Kasare Email: [email protected] Dear Sir, Sub: Offer ("Offer") for acquisition of 23,114,868 fully paid up equity shares of Pantaloons Fashion & Retail

Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL” / "Target Company") of Rs. 10/-each, representing 24.91% of the paid up equity share capital of PFRL at a price of Rs. 175/- per equity share by Indigold Trade and Services Limited (“ITSL” / "Acquirer"), along with Aditya Birla Nuvo Limited (“PAC”) in terms of the Scheme of Arrangement between Future Retail Limited (formerly known as Pantaloon Retail (India) Limited), the Target Company, and their respective shareholders and creditors, and the Acquirer (as shareholder of the Target Company), as approved by the High Court of Judicature at Bombay under Sections 391 and 394 of the Companies Act, 1956

I/We refer to the detailed public statement published on April 23, 2013(“Detailed Public Statement”) and the offer letter dated April 23, 2013 (“Offer Letter”) for acquiring the equity shares held by me/us in the Target Company. I/We, the undersigned, have read the Detailed Public Statement and Offer Letter and have understood their contents including the terms and conditions mentioned therein. �� SHARES IN DEMATERIALIZED FORM I/We, holding equity shares of the Target Company in the dematerialized form, accept the Offer and enclose, copy of the Depository Participant Letter (as per the annexure to this Form of Acceptance) and a photocopy of delivery instruction slip in “Off-market” mode, duly acknowledged by the Depository Participant ("DP") in respect of my equity shares as detailed below:

Details of the Shareholder’s Demat Account (NSDL / CDSL as applicable)

DP Name DP ID Client ID Beneficiary Name (First Holder)

No. of equity shares

NSDL

CDSL BO ID:

I/We have executed an off-market transaction for crediting the equity shares to the Depository Escrow Account as per the details below. However, as the ISIN of the equity shares of the Target Company are currently in “Suspended” status, my / our Depository Participant was not able to execute the off-market transfer and accordingly, I/we have provided the Depository Participant Letter (as enclosed in this Form of Acceptance) requesting the Registrar to facilitate the transfer of shares for the purpose of the Offer:-

Depository Name National Securities Depository Limited Account Name LIIPL – PFRL Offer Escrow Demat Account

DP Name Axis Bank Limited

DP ID Number IN300484

Beneficiary Account Number 16816072 ISIN INE647O01011

Market Off-Market

I/We note and understand that the documents evidencing transfer would lie in the custody of the Registrar until the time the Acquirer dispatches the purchase consideration as mentioned in the Offer Letter. I/We also note and understand that the Acquirer will, subject to the Offer being withdrawn in terms of the Offer Letter, pay the purchase consideration only after (i) verification of the documents and signatures, and (ii) receipt of statutory approvals (if any) required to implement the Offer. I/ We note that the fulfillment of such conditions or the receipt of such approvals may get delayed, resulting in a consequent delay of payment to me/ us.

Shareholders should ensure that all requisite documents are received by the Registrar to the Offer during business hours on or before 5 p.m. on May 20, 2013 i.e. the closure of the Tendering Period, failing which such applications are liable to be rejected.

�� SHARES IN PHYSICAL FORM I/We, holding equity shares of the Target Company in physical form, accept the Offer and enclose the original share certificate(s) and duly signed and valid transfer deed(s) in respect of my/our equity shares as detailed below

Sr.No. Ledger Folio No(s) Certificate No(s) Distinctive No(s) No. of equity shares From To

1.

2.

3.

4.

Total No. of Equity equity shares (In case the space provided is inadequate, please attach a separate sheet with details)

I/We note and understand that the Registrar to the Offer will hold the original share certificate(s) and valid share transfer deed in trust for me/us until the time that the purchase consideration as mentioned in the Offer Letter is dispatched or the time that the original share certificates, valid and duly executed transfer deeds and other documents are dispatched to the relevant public shareholder(s) as the case may be. I/We also note and understand that the Acquirer will, subject to the Offer being withdrawn in terms of the Offer Letter, pay the purchase consideration only after: (i) verification of the documents and signatures; and (ii) receipt of statutory approvals (if any) required to implement the Offer. I/ We note that the fulfillment of such conditions or the receipt of such approvals may get delayed, resulting in a consequent delay of payment to me/ us. I/we note and understand that if the Form of Acceptance is incomplete or any necessary supporting documents are not submitted along with the Form of Acceptance, the Acquirer reserves the right to reject such applications Shareholders should ensure that the share certificate(s) along with the transfer deed and other documents are received by the Registrar to the Offer during business hours on or before 5 p.m. on May 20, 2013 i.e. the last date of the Tendering Period. FOR ALL SHAREHOLDERS* I / We, confirm that our residential status for the purposes of tax is: (please select whichever is applicable) �Resident �Non-resident. If yes, please state country of tax residency -________________ I / We, confirm that our status is:(please select whichever is applicable) � Individual � Firm �NRI - Repatriable �NRI – Non-Repatriable

� Company � Association of Person / Body of Individual � Trust � Any other - please specify ________________ FOR ALL RESIDENT SHAREHOLDERS I / We, have enclosed the following documents: (please select whichever is applicable) ��Self-attested copy of PAN card � In case of Joint Holdings, if one of the Joint Shareholders has deceased, copy of the Death certificate duly notarized or attested under seal by a Gazetted Officer � In case the application form is signed by a Power of attorney holder on behalf of the Registered Shareholder, a copy of the duly attested Power of Attorney as also the Registration Number of the Power of Attorney registered with the Company/Registrar �For specified entities under Section 194A(3)(iii) of the Income Tax Act, 1961, self-attested copy of relevant registration or notification (applicable only for interest payment, if any) FOR ALL NON-RESIDENT SHAREHOLDERS I/We, confirm that the shares are held by us as (please select whichever is applicable): � Investment / Capital Assets � Stock in Trade I/We, confirm that the tax on the sale consideration of shares is to be computed considering such income as (please select whichever is applicable): � Short Term Capital Gains � Long Term Capital Gains � Business Profits � Any other income - please specify ________________ Note: Where the shares tendered comprise both long term capital assets and short term capital asset please furnish a statement showing computation of the break up into short term capital gains and long term capital gains. For FII shareholders and FII sub-account I/We, confirm that the Income arising from the transfer of shares tendered by me/us is in the nature of (select whichever is applicable) � Capital Gains � Any Other Income I/We confirm that the Equity shares tendered by me/us are held on (select whichever is applicable) � Repatriable Basis � Non- Repatriable Basis. As per the provisions of section 196D(2) of the I-T Act, no deduction of tax at source will be made from any income by way of capital gains arising from transfer of securities referred to in section 115AD of the I-T Act to a FII, as defined in section 115AD of the I-T Act. The Acquirer/PAC would not withhold tax on the purchase consideration to a FII or FII sub-account subject to the receipt of a certificate (“FII Certificate”) from the FII or the FII sub-account, as the case may be, stating the following: a. Residential status of the FII / FII sub-account b. FII / FII sub-account is holding the equity in the Target Company on the capital account and not on the trade account as

on the date of tendering the equity shares under this Offer; c. Income arising from sale of the equity shares of the Target company is in nature of capital gain and not business income

in the hands of the FII / FII sub-account; and d. FII / FII sub-account neither has a business connection in India as defined in Explanation 2 to section 9(1)(i) of the I-T

Act (alongwiththe provisos thereto) nor a permanent establishment in India under any treaty (if applicable) to the FII / FII sub-account.

I/We, hereby confirm (please select whichever is applicable) �FII / FII sub-account is holding the equity shares in the Target Company on the capital account and not on the trade account as on the date of tendering the equity shares under this Offer �Income arising from sale of the equity shares of the Target Company is in nature of capital gain and not business income in the hands of the FII / FII sub-account �FII / FII sub-account neither has a business connection in India as defined in Explanation 2 to section 9(1)(i) of the I-T Act (along with the provisos thereto) nor a permanent establishment in India under any treaty (if applicable) to the FII / FII sub-account. I / We, have enclosed the following documents (please select whichever is applicable) �Self-attested copy of PAN card �SEBI registration certificate for FII (including sub – account of FII) �Tax Residence Certificate provided by the Income Tax Authority of foreign country of which the FII claims to be a tax resident, wherever applicable

��Certificate from the Income-tax Authorities under Section 195 (3) / 197 of the Income Tax Act, 1961, wherever applicable �Tax Residency certificate from the government of the country of specified territory of which I/we are tax resident �Copy of RBI approvals, if any, for acquiring equity shares of the Target Company hereby tendered in the Offer. �Self-declaration for no permanent establishment in India �Self-attested copy of the banker’s certificate issued with respect to inward remittances of funds for acquisition of equity shares of the Target Company � Certified copies of appropriate authorization (including board/shareholder resolutions, as applicable) authorizing the sale of equity shares along with specimen signatures duly attested by a bank � In case of Joint Holdings, if one of the Joint Shareholders has deceased, copy of the Death certificate � In case the application form is signed by a Power of attorney holder on behalf of the Registered Shareholder, a copy of the duly attested Power of Attorney as also the Registration Number of the Power of Attorney registered with the Company/Registrar � FII Certificate ( self-attested declaration certifying that the investment in the equity shares has been made under the FII regime as per the SEBI ( Foreign Institutional Investors) Regulations 1995 and that the nature of income arising from sale of equity shares as per the Income Tax Act, 1961, is capital gains. For Non-resident shareholders (other than FII and FII sub-accounts) I/We, hereby have enclosed the following documents (please select whichever is applicable): �Self-attested copy of PAN card �Certificate from the Income-tax Authorities under Section 195 (3) / 197 of the Income Tax Act, 1961, wherever applicable � Tax residency certificate from the government of the country of specified territory of which you are tax resident �Copy of RBI approvals, if any, for acquiring equity shares of the Target Company hereby tendered in the Offer. �Copy of RBI approval (for NRI shareholders tendering their equity shares in the Offer held on a non-repatriable basis), if any, permitting consideration to be credited to an NRE/overseas bank account �Copy of RBI approval for OCBs tendering their equity shares in the Offer �Self-declaration for no permanent establishment in India �Self-attested copy of the banker’s certificate issued with respect to inward remittances of funds for acquisition of equity shares of the Target Company �Self-certified statement giving break-up of long term and short term capital gains, where the gain relates to both the items as stated above �Certified copies of appropriate authorization (including board/shareholder resolutions, as applicable) authorizing the sale of equity shares along with specimen signatures duly attested by a bank I/We confirm that ____________ (please specify the amount / rate of Overseas tax to be withheld) is deductible on the entire consideration towards Overseas tax as per the relevant tax laws of the country in which I/we am/are a tax resident. *All shareholders are advised to refer to the Section “Compliance with Tax Requirements” in the Offer Letter regarding important disclosures on taxation of the consideration to be received by them. Bank Details So as to avoid fraudulent encashment in transit, the shareholder(s) holding equity shares in physical form should provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. Those who wish to receive payment of consideration through NECS should provide MICR code (9 Digits) and IFSC. For equity shares that are tendered in demat form, the details of the bank account as obtained from the beneficiary position download to be provided by the depositories will be considered and the warrants will be issued with the said Bank particulars, and not any details provided herein.

Name of the Bank Branch City

Account Number’

(CBS Account)

Savings/Current/(Others: please specify)

MICR Code (9 Digits) IFSC

Non Resident Shareholders are requested to state their NRO/NRE Bank Account Number as applicable based on the status of their account in which they hold equity shares, failing which the acquirer has a right to reject the application.

DECLARATION I/We confirm that the equity shares of the Target Company, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We authorize the Acquirer to accept the equity shares so offered which it may decide to accept in consultation with the Registrar and in terms of the Offer Letter and I/We further authorize the Acquirer to return to me/us, share certificate(s)/equity shares in respect of which the Offer is not found valid/not accepted without specifying the reasons thereof. My/Our execution of this Form of Acceptance shall constitute my/our warranty that the equity shares tendered herewith under the Offer are owned by me/us and are transferred by me/us free from all liens, charges, claims of third parties or encumbrances. If any claim is made by any third party in respect of the equity shares tendered in the Offer, I/we will hold the Acquirer and/or the PAC harmless and indemnified against any loss that any of them may suffer while acquiring such equity shares I/We authorize the Acquirer and the Registrar to the Offer to send by Registered Post / Speed Post as may be applicable at my/our risk, the demand draft/cheque/warrant, in full and final settlement of the amount due to me/us and/or other documents or papers or correspondence to the sole/first holder at the address mentioned below. In case the full address is not provided, the same may be sent to the address specified on the records of the Target Company. In case I/we have tendered my/our equity shares in dematerialized form, I/we authorize the Acquirer and the Registrar to the Offer and the Advisor to the Offer to use my/our details regarding my/our address and bank account details per the demographic details provided by the depository for the purpose of mailing the aforementioned instruments. I/We authorize the Acquirer to accept the equity shares so offered or such lesser number of equity shares that it may decide to accept in terms of the Offer Letter and I/We authorize the Acquirer to split / consolidate the share certificates comprising the equity shares that are not acquired to be returned to me/us and for the aforesaid purposes the Acquirer is hereby authorized to do all such things and execute such documents as may be found necessary and expedient for the purpose. I/We undertake to execute such further document(s) and to give such further assurance(s) as may be required or expedient to give effect to my/our acceptance of the Offer Yours faithfully, Signed and Delivered

Full Name(s) of the Shareholders PAN Signature

First/Sole Holder

Joint Holder 1

Joint Holder 2

Joint Holder 3

Address of First/Sole Shareholder ___________________________ Place: Date: Note: All future correspondence, if any, should be addressed to Registrar to the Offer Link Intime India Private Limited Unit: Peter England Fashions and Retail Limited Offer C-13, Pannalal Silk Mills Compound LBS Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329

E-mail: [email protected] SEBI Registration Number: INR000004058 Contact Person: Mr. Pravin Kasare Website: www.linkintime.co.in

---------------------------------------------------------------------Tear Here----------------------------------------------------------------- Acknowledgement Slip (for Hand Delivery)

PANTALOONS FASHION & RETAIL LIMITED Offer Received from Mr./Ms.______________________________________________________ a Form of Acceptance cum Acknowledgement for __________equity shares along with: Demat equity shares: DPID………………… CLID………………….. ��A copy of Depository Letter requesting the Registrar to facilitate transfer of securities held under Suspended ISIN �Copy of Delivery Instruction Slip with the “Signature Verified” column duly stamped and signed by the DP Physical equity shares: �_________________ share certificate(s) and _________________ transfer deed(s) under folio number(s) _________________ for accepting the Offer made by the Acquirer.

Stamp of Collection Centre:

Signature of Official:

Date of Receipt:

GENERAL INSTRUCTIONS FOR ALL SHAREHOLDERS 1. PLEASE NOTE THAT SHARES / FORMS OF ACCEPTANCE SHOULD ONLY BE SENT TO THE

REGISTRAR TO THE OFFERAND SHOULD NOT BE SENT DIRECTLY TO THE ACQUIRER OR TO THE ADVISOR TO THE OFFER

2. Please carefully read the Offer Letter accompanying this Form of Acceptance before filling this Form of Acceptance 3. All queries pertaining to the Offer may be directed to the Registrar to the Offer. 4. The acceptance of this Offer is entirely at the discretion of the eligible equity shareholders. Each equity shareholder, to

whom this Offer is being made, is free to tender his/her equity shares in whole or in part while accepting the Offer. 5. In case of equity shares held in joint names, the names of the joint holders should be filled up in the same order in the

Form of Acceptance and in the transfer deed(s) as the order in which they hold equity shares in the Target Company, and should be duly witnessed. This order cannot be changed or altered nor can any new name be added for the purpose of accepting the Offer.

6. In case where the signature is subscribed by thumb impression, the same shall be verified and attested by a Magistrate, Notary Public or Special Executive Magistrate or a similar authority holding a Public Office and authorized to use the seal of his office.

7. Non-resident Shareholders should enclose copy(ies) of permission received from the Reserve Bank of India (“RBI”) or the Foreign Investment Promotion Board (“FIPB”) to acquire equity shares held by them in the Target Company. If the equity shares are held pursuant to a general permission of RBI, the non-resident shareholder should submit a copy of the relevant notification/ circular pursuant to which the equity shares are held and state whether the equity shares are held on repatriable or non-repatriable basis. OCBs (as defined under FEMA) are requested to seek a specific approval from the RBI for tendering their equity shares and a copy of such approval must be provided along with other requisite documents.

8. In case of NRI shareholders tendering their equity shares in the Offer and holding such equity shares on a repatriable basis (in which case the consideration can be remitted abroad), please: (i) provide relevant proof of such holding on a repatriable basis viz. RBI approval (if applicable) or proof that such equity shares were purchased from funds from an NRE bank account or by way of foreign inward remittance; and (ii) furnish details of the type of the relevant bank account, i.e. NRE/overseas bank account, to which the consideration should be credited.

9. In case of NRI shareholders tendering their equity shares in the Offer and holding such equity shares on a non-repatriable basis, please provide details of their Non-Resident (Ordinary) (“NRO”) bank account, based on which the consideration cheque or demand draft constituting payment of purchase consideration will be drawn. In the event that details of an NRO bank account are not furnished, the equity shares tendered by such NRI shareholders would be rejected. Alternatively, if such an NRI shareholder wishes to receive the consideration in an NRE/overseas bank account, such NRI shareholder should provide a specific RBI approval permitting consideration to be credited to such bank account, based on which the consideration cheque or demand draft constituting payment of purchase consideration will be drawn. In the event that such a specific RBI approval and the details of such designated bank account are not furnished, the equity shares tendered by such NRI shareholders would be rejected.

10. Shareholders are also advised to refer to the Section “Compliance with Tax Requirements” in the Offer Letter regarding important disclosures on taxation of the consideration to be received by them.

11. NRIs, OCBs and foreign shareholders are required to furnish Banker’s Certificate certifying inward remittances of funds for acquisition of shares of the Target Company.

12. In case of shareholders which are bodies corporate, certified copies of appropriate authorization (including board/shareholder resolutions, as applicable) authorizing the sale of equity shares along with specimen signatures of the authorized signatory(ies) duly attested by a bank must be annexed. The common seal should also be affixed.

13. All the Shareholders should provide all relevant documents which are necessary to ensure transferability of the equity shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to): a. Death Certificate & Transmission Cases: Duly attested death certificate and succession certificate (in case of

single shareholder) in case the original shareholder has expired. In case of equity shareholders holding shares in dematerialized form, the successor will be eligible to tender in the Offer subject to (i) completion of the formalities to credit the shares to his own account and (ii) post transfer of shares to the successor’s account, the necessary documents (this Form of Acceptance, the Depository Letter, the delivery instruction slip, and any other documents) bearing the details of the successor’s account being duly filled and submitted to the Registrar as per the terms and conditions herein so as to reach the Registrar prior to the last date of the Offer period.

b. Companies: In case of companies, the necessary corporate authorizations, including, certified true copies of board resolution(s).

14. The details of the collection centers are as follows:

City Address Tel. No. Contact Person/E-mail ID Mode of Delivery

1 Mumbai

Link Intime India Pvt. Ltd, C-13, Panalal Silk Mills Compound, L B S Marg, Bhandup (W), Mumbai -400078.

Tel: 022-25967878 Fax: 022-25960329

Pravin Kasare [email protected]

Hand Delivery & Registered Post

2 Mumbai

Skystock Services (India) Pvt Ltd 7, Hatim Building, Banaji Street, Fort, Mumbai 400 001

Tel: 022-40171818 Fax :022- 40171819

Ms.Antonette R [email protected]

Hand Delivery

3 Ahmedabad

Link Intime India Pvt. Ltd, 303, 3rd Floor, Shoppers Plaza V, Opp. Municipal Market, Behind Shoppers Plaza II, Off C G Road, Navrangpura, Ahmedabad - 380009

079-2646 5179 (Telefax)

Hitesh Patel [email protected]

Hand Delivery

4 Bangalore

Link Intime India Pvt. Ltd., 543/A, 7TH Main , 3rd Cross, Hanumanthanagar, Bangalore - 560 019

080-26509004 (Telefax)

Nagendra Rao [email protected]

Hand Delivery

5 Kolkata

Link Intime India Pvt. Ltd, 59C,Chowringhee Road,3rd Floor, Kolkata -700020

033-22890539/40 (Telefax)

S.P. Guha [email protected]

Hand Delivery

6 New Delhi

Link Intime India Pvt. Ltd., 44 Community Centre 2nd Floor, Nariana Industrial Area Phase I, Near PVR, Nariana, New Delhi 110 028

Tel: 011-41410592/93/94 Fax: 011-41410591

Swapan Naskar [email protected]

Hand Delivery

7 Pune

Link Intime India Pvt. Ltd, Block No 202 2nd Floor, Akshay Complex, Near Ganesh Temple, Off Dhole Patil Road, Pune 411 001.

Tel: 020- 26160084, 26161629 Telefax: 020 -26163503

Rajeeva Koteshwar [email protected]

Hand Delivery

8 Hyderabad

Skystock Services (India) Pvt Ltd C/o PRVS Courier 1-8-155/A, Behind Autofin Showroom, Above Sharavana Bhavan Hotel, CG Road, Secunderabad 500003

Tel: 040- 65648544/65908183 Fax: 040 -27729082

Mr. Sirish Terela [email protected]

Hand Delivery

Note: All of the centers mentioned above will be open on all the working days during the Tendering Period (Monday to Friday during the business hours from 10:00 AM to 1.00 PM and 2.00 PM to 5:00 PM, except Public Holidays)

FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALIZED FORM 1. The Form of Acceptance duly completed and signed in accordance with the instructions contained therein by all the

beneficial holders of the equity shares, as per the records of the Depository Participant (“DP”). 2. Fill out a delivery instruction slip for “off-market” transfer of equity shares, as per the details in the table below and

hand over the same to your DP a. In case you are holding shares with NSDL, please fill out a delivery instruction slip b. In case you are holding shares with CDSL, please fill out an inter-depository delivery instruction

Depository Name NSDL Account Name LIIPL – PFRL Offer Escrow Demat Account DP Name Axis Bank Limited DP ID Number IN300484 Beneficiary Account Number 16816072 ISIN INE647O01011 Market Off-market

IMPORTANT NOTE: As the ISIN of the equity shares of Target Company is currently in “Suspended” status, your Depository Participant will not be able to execute the transfer.

3. You must request your DP to verify your signature(s) and return a copy of the duly acknowledged DIS to you with the “Signature Verified” column duly stamped and signed. In case this is not done, the application is liable to be rejected.

4. Request your DP to execute the letter (“Depository Participant Letter”) as enclosed with this Form of Acceptance. 5. Send the Form of Acceptance, photocopy of the Delivery Instruction Slip, and the Depository Participant Letter, along

with any other documents as may be applicable to the Registrar to the Offer at any of the Collection Centers as mentioned in the Offer Letter and in this Form of Acceptance on or before the last date of the Tendering Period.

FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM

1. Shareholders holding registered physical equity shares should submit the Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by all the shareholders whose names appear on the share certificates, along with the original equity share certificate(s) and valid equity share transfer form(s) duly signed by all registered shareholders (in case of joint holdings) in the same order and as per the specimen signatures lodged with the Target Company and duly witnessed at the appropriate place. Please do not fill in any other details in the transfer deed, except name, signature and witness.

2. Send the above mentioned documents, along with any other documents as may be applicable to the Registrar to the Offer at any of the Collection Centers as mentioned in the Offer Letter and in this Form of Acceptance on or before the last date of the Tendering Period.

3. Persons who own physical equity shares (as on the Identified Date or otherwise) but are not the registered holders of such equity shares and who desire to accept the Offer, will have to communicate their acceptance in writing to the Registrar to the Offer together with the following documents: (a) the Form of Acceptance, duly completed and signed in accordance with the instructions contained therein; (b) original contract note issued by the broker; (c) the original share certificate(s); (d) valid share transfer deed(s) with the buyers details not filled in; and (e) other relevant documents. In case the share certificate(s) and share transfer deed(s) are lodged with the Target Company/its transfer agents for transfer, then the Form of Acceptance shall be accompanied by the acknowledgment of lodgment with, or receipt by, the Target Company/its transfer agents, of the share certificate(s) and transfer deed(s). Persons under this category should submit their Form of Acceptance and necessary documents by registered post or in person to the Registrar at their offices as mentioned above. The sole/first holder may also mention particulars relating to savings/current account number and the name of the bank and branch with whom such account is held in the respective spaces allotted in the Acceptance Form, to enable the Registrar to print the said details in the cheques after the name of the payee

4. Power of Attorney: Duly attested power of attorney should also be submitted, if any person apart from the shareholder has signed the Form of Acceptance or the transfer deed(s);

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

DEPOSITORY PARTICIPANT LETTER (Required from all shareholders holding equity shares in DEMATERIALIZED form)

-------------------------------------------------------------FIRST COPY------------------------------------------------------------------ Ref. No. __________________ Date _______ Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West),Mumbai - 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr.Pravin Kasare We wish to inform you that we have received a request for transfer of securities held under Suspended ISIN from our client _____________________________________________________________________________ (Name of the client) (BOID ________________________________) on account of tendering in the Offer to shareholders of Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL”). We have verified the delivery instruction slip submitted by client and confirm that the same is in order and the signature(s) of the transferor(s) have been verified by us. Since the ISIN is Suspended, we are unable to execute the instruction. Hence, we request you to facilitate the transfer of the securities as instructed by the client. Details of the request received by us are as follows:

To facilitate transfer of securities held under Suspended ISIN:

ISIN INE647O01011 Security Description Equity shares of PFRL

Reason for ISIN being Suspended

As per the Scheme, “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange; however, open offer as contemplated in clause 15.1 of the Scheme of Arrangement shall be permitted, subject to necessary regulatory approvals”

Details of shareholders’ account Details of account to which shares are to be transferred BOID BOID DP ID: IN300484 Client ID: 16816072 Quantity Quantity Signature : __________________________________ (Rubber stamp of DP to be affixed) Name : __________________________________ Designation: ________________________ ��Signature Verified (� / �) -------------------------------------------------------------SECOND COPY------------------------------------------------------------------ Ref. No. __________________ Date _______ Link Intime India Private Limited C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078 Tel: +91 22 25967878, Fax: +91 22 25960329 Contact Person: Mr. Pravin Kasare We wish to inform you that we have received a request for transfer of securities held under Suspended ISIN from our client _____________________________________________________________________________ (Name of the client) (BOID ________________________________) on account of tendering in the Offer to shareholders of Pantaloons Fashion & Retail Limited (formerly known as Peter England Fashions and Retail Limited) (“PFRL”). We have verified the delivery instruction slip submitted by client and confirm that the same is in order and the signature(s) of the transferor(s) have been verified by us. Since the ISIN is Suspended, we are unable to execute the instruction. Hence, we request you to facilitate the transfer of the securities as instructed by the client. Details of the request received by us are as follows:

To facilitate transfer of securities held under Suspended ISIN:

ISIN INE647O01011 Security Description Equity shares of PFRL

Reason for ISIN being Suspended

As per the Scheme, “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange; however, open offer as contemplated in clause 15.1 of the Scheme of Arrangement shall be permitted, subject to necessary regulatory approvals”

Details of shareholders’ account Details of account to which shares are to be transferred BOID BOID DP ID: IN300484 Client ID: 16816072 Quantity Quantity Signature : __________________________________ (Rubber stamp of DP to be affixed) Name : __________________________________ Designation: _________________________ �Signature Verified (� / �)

THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.

lof pantaloons v2 clean final - link intime india pvt....

Documents