LETTER OF OFFER - Securities and Exchange Board of India · Letter of Offer, can withdraw the same up to three working days prior to the date of the closure of the Offer. Acquirers

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LETTER OF OFFERThis document is important and requires your immediate attention

This Letter of Offer is being sent to you as an equity shareholder of BSES Limited. If you require any clarifications about theaction to be taken, you may consult your stock broker or investment consultant or the Manager to the Offer / Registrar to theOffer. In case you have sold your equity shares in BSES Limited, please hand over this Letter of Offer and the accompanyingForm of Acceptance-cum-Acknowledgement, Form of Withdrawal and Transfer Deed to the purchaser of the equity shares orthe member of stock exchange through whom the sale was effected.

CASH OFFER BYReliance Power Ventures Limited Reliance Industries Limited

Regd. Office: 3rd Floor, Maker Chambers IV, Regd. Office: 3rd Floor, Maker Chambers IV,222 Nariman Point, Mumbai 400 021, India 222 Nariman Point, Mumbai 400 021, India

Tel: +91 22 2282 6070; Fax: +91 22 2204 2268 Tel: +91 22 2283 1633; Fax: +91 22 2204 2268

AlongwithReliance Industrial Investments and Holdings Limited

Regd. Office: 3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, IndiaTel No. +91 22 2283 1633; Fax No. +91 22 2204 2268

for purchase of up to 32,281,460 paid-up Equity Shares representing up to 20% of the Voting Capital of

BSES LIMITEDRegd. Office: Nagin Mahal, 6th Floor, 82, Veer Nariman Road, Mumbai 400 020, India

Tel: +91 22 2204 3287; Fax: +91 22 2204 1280

At Rs. 230.10 per Equity Share (the "Offer Price")

The Offer is being made by Reliance Power Ventures Limited ("RPVL"), a wholly owned subsidiary of Reliance Industries Limited,Reliance Industries Limited ("RIL") alongwith Reliance Industrial Investments and Holdings Limited ("RIIHL") in compliance with andpursuant to Regulation 11(1), Regulation 12 and other applicable provisions of the Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 1997 (the "Regulations"). For the purpose of the Offer and in terms of theRegulations, RPVL and RIL are together hereinafter referred to as the "Acquirers" and RIIHL as "Person Acting in Concert" or "PAC".

The Offer is subject to the approval of the Reserve Bank of India ("RBI") under the Foreign Exchange Management Act, 1999 ("FEMA")for acquiring shares tendered by non-resident shareholders including NRIs, OCBs, FIIs and foreign shareholders under this Offer. Tothe best of knowledge and belief of the Acquirers and PAC, there are no other statutory approvals envisaged to acquire equity sharesthat are tendered pursuant to this Offer. In case of non-receipt of any approval within time, Securities and Exchange Board of India("SEBI") has the power to grant extension of time to Acquirers and PAC for payment of consideration to shareholders subject toAcquirers and PAC agreeing to pay interest as directed by SEBI.

Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement /Letter of Offer, can withdraw the same up to three working days prior to the date of the closure of the Offer.

Acquirers and PAC have the option to revise the Offer Price upward any time up to seven working days prior to the date of the closureof the Offer (i.e. by or before February 04, 2003). In the event of such revision, an announcement to this effect will be made in thenewspapers as specified in para 2.2 of this Letter of Offer and such revised price would be payable by Acquirers for all the sharestendered in the Offer at any time during the Offer period.

If there is a competitive bid:

�� The public offers under all the subsisting bids shall close on the same date;

�� As the Offer Price cannot be revised during seven working days prior to the closing date of the offers/bids, it would,therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer priceof each bid and tender their acceptance accordingly.

A copy of the Public Announcement and the Letter of Offer (including Form of Acceptance-cum-Acknowledgement and Form ofWithdrawal) is also available on SEBI's web-site (www.sebi.gov.in).

MANAGER TO THE OFFER REGISTRAR TO THE OFFERJM Morgan Stanley Private Limited Karvy Consultants Limited141, Maker Chambers III, Nariman Point, Karvy House, 46, Avenue 4, Street No. 1,Mumbai - 400 021, India. Banjara Hills, Hyderabad - 500 034, India.Tel: +91 22 5630 3030 Fax: +91 22 2202 8224 Tel: +91 40 3320666, Fax: +91 40 3323058Email [email protected] Email : [email protected] Person: Mr. Sachin Wagle/ Contact Person : Mr. H. Kannan

Mr. Siddharth Kolte

The schedule of activities is as per the following table:Activity Day Date

Public Announcement (PA) Date Saturday December 21, 2002Specified Date Friday January 3, 2003Last date for announcement of competitive bid Saturday January 11, 2003Date by which Letter of Offer will be dispatched to the shareholders Wednesday January 15, 2003Offer Opening Date Friday January 17, 2003Last date for revising the Offer Price / Number of equity shares Tuesday February 4, 2003Last date for shareholders of BSES for withdrawing their acceptance tendered from the Offer Monday February 10, 2003Offer Closing Date Saturday February 15, 2003Date by which acceptance / rejection would be communicated/dispatched and the Monday March 17, 2003corresponding payment for the acquired shares be dispatched and / or the sharecertificate for the rejected shares will be dispatched / credited

and

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TABLE OF CONTENTS

Clause No. Particulars Page 1 Disclaimer clause 3 2 Details of the Offer 3 3 Reasons for the Offer and Future Plans 4 4 Background of the Acquirers and PAC 6 5 Disclosure in terms of Regulation 21(3) 14 6 Background of BSES Limited 14 7 Offer Price 17 8 Financial Arrangement 19 9 Terms and conditions of the Offer 2010 Procedure for Acceptance and Settlement 2111 Documents for Inspection 2512 Responsibility Statement 2613 Form of Withdrawal 2714 Form of Acceptance-cum-Acknowledgement 29

Acquirers Reliance Power Ventures Limited and Reliance Industries LimitedBSE The Stock Exchange, MumbaiBSES or Target Company BSES LimitedEligible Persons All owners of shares, registered or unregistered, of BSES, other than

Acquirers, PAC and bodies corporate deemed to be acting in concert whoown equity shares at any time prior to the closure of the Offer

Form of Acceptance Form of Acceptance-cum-AcknowledgementFY Financial Year ending March 31Manager/Manager to the Offer JM Morgan Stanley Private LimitedNRI Non-resident IndianNSE The National Stock Exchange of India LimitedOCB Overseas Corporate BodyOffer Cash offer being made by Acquirers and PAC to shareholders of BSES LimitedOffer Price Rs. 230.10 per Equity Share of BSES LimitedPublic Announcement Public Announcement of the Offer made by Acquirers and PAC on

December 21, 2002RIL Reliance Industries LimitedRIIHL or PAC Reliance Industrial Investments & Holdings LimitedRPVL Reliance Power Ventures LimitedRBI Reserve Bank of IndiaRegistrar/Registrar to the Offer Karvy Consultants LimitedSEBI Securities and Exchange Board of IndiaSpecified Date January 03, 2003The Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

ABBREVIATIONS/DEFINITIONS

CURRENCY OF PRESENTATION

In this Letter of Offer, all references to "Rs." are to Indian Rupee. In this Letter of Offer, any discrepancy in any table between the totaland sums of the amount listed are due to rounding off.

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1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT INANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI.THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEINGWHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITHTHE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF BSES TO TAKE AN INFORMEDDECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIALSOUNDNESS OF THE ACQUIRER OR BSES OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OROPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILEACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALLRELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUEDILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF,AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, JM MORGAN STANLEY PRIVATE LIMITED, HASSUBMITTED A DUE DILIGENCE CERTIFICATE DATED DECEMBER 23, 2002 TO SEBI IN ACCORDANCE WITH THESEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENTAMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THEACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED

Acquirers, PAC and the Manager to the Offer accept no responsibility for statements made otherwise than in the Letter ofOffer or in the advertisement or any material issued by, or at the instance of Acquirers, PAC and the Manager to the Offer,and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

2. DETAILS OF THE OFFER

2.1 BACKGROUND OF THE OFFER

In May 2000, the Acquirers had made an open offer to the shareholders of BSES for substantial acquisition of equity sharesand/or voting rights accompanied with change in control and management of BSES. Consequent to the said open offer, theshareholding of Acquirers and PAC along with other bodies corporate deemed to be acting in concert, in BSES, increased from14.82% to 26.68% and the Acquirers appointed two of their representatives on the Board of BSES.

As on the date of the Public Announcement, the Acquirers and PAC, along with other bodies corporate deemed to be actingin concert, hold 59,809,112 equity shares in BSES (representing 43.43% of the present subscribed and paid-up equityshares of BSES), as under:

Name No. of equity shares % of Subscribed and paid-upequity capital of BSES

RPVL 40,474,513 29.39

RIL 1,551,549 1.13

RIIHL 13,622,707 9.89

Other Bodies Corporate (Refer Note) 4,160,343 3.02

Total 59,809,112 43.43

Note: The said bodies corporate, have been holding equity shares in BSES Limited for the past several years, purely asinvestors. These bodies corporate are not connected to Acquirers / PAC, or their subsidiaries. These bodies corporate are notparticipating in the Offer, and they will neither tender or acquire any equity shares under the Offer nor will they fund theacquisition thereof. These bodies corporate do not intend to gain control over BSES, or to participate in its management, or toseek any representation on the Board of Directors of BSES.

After the date of public announcement, following equity shares of BSES were acquired by Acquirers:-

Date of Acquisition Acquirers Number of equity Average Price of Highest price of Cumulative holding of Acquirers

shares acquired equity shares equity shares

acquired (Rs.) acquired (Rs.) No. of equity shares %

December 23, 2002 RPVL 775,562 226.86 227.35 60,584,674 43.99%

December 24, 2002 RPVL 172,577 227.52 228.50 60,757,251 44.11%

Other than the above, neither the Acquirers and PAC nor the directors of Acquirers and PAC have acquired any equityshares of BSES from the date of the Public Announcement till the date of this Letter of Offer.

The present subscribed and paid-up equity share capital of BSES comprises 137,725,666 equity shares. BSES hasoutstanding US$ 120 million 0.5% Credit Enhanced Foreign Currency Convertible Bonds (FCCBs) issued on October 25,2002, which are convertible by FCCB holders at any time on or after December 25, 2002 up to September 25, 2007. Uponsuch entire conversion of FCCBs the equity share capital of BSES would stand increased to 161,407,299 equity shares(hereinafter referred to as "Voting Capital").

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The Acquirers and PAC have decided to make an open offer to acquire up to 32,281,460 paid-up equity shares of BSES offace value Rs. 10/- each, from the existing Shareholders representing 20% of the Voting Capital of BSES as envisaged inRegulation 21(5) of the Regulations, at a price of Rs. 230.10 (Rupees Two Hundred Thirty and paise Ten only) per equityshare.

2.2 THE OFFER

Pursuant to the above, the Acquirers and PAC are hereby making an open offer ("the Offer") to all the shareholders ofBSES (other than the Acquirers, PAC and bodies corporate deemed to be acting in concert), to acquire from them up to32,281,460 equity shares of BSES (representing 20% of the voting capital of BSES as envisaged in Regulation 21(5) of theRegulations), at a price of Rs. 230.10 (Rupees Two Hundred Thirty and paise Ten only) per equity share payable in cash,("the Offer Price") on the terms and subject to the conditions set out herein.

In case the equity shares tendered in the Offer by the shareholders of BSES are more than the equity shares to beacquired under the Offer, the acquisition of equity shares from each shareholder will be as per the provisions of Regulation21(6) of the Regulations on a proportional basis, irrespective of whether the equity shares are held in physical ordematerialised form. The equity shares of BSES are traded in compulsory dematerialised mode and the minimum marketable lotis one equity share.

The Offer is not subject to any minimum level of acceptance and the Acquirers will acquire all the paid-up equity shares ofBSES that are validly tendered in terms of this Offer up to a maximum of 32,281,460 equity shares.

The Public Announcement, as per Regulation 15(1) of the Regulations, was made in the following newspapers onDecember 21, 2002:

Newspaper Language Editions

The Financial Express English Mumbai, Bangalore, Kolkata, Chandigarh, Kochi,New Delhi, Chennai

Janasatta Hindi New Delhi, Kolkata

Loksatta Marathi Mumbai, Pune, Nagpur, Ahmednagar

The copy of the Public Announcement is also available on the SEBI website at www.sebi.gov.in

Any upward revision in the Offer Price or withdrawal of the Offer under Regulation 27 of the Regulations, will be announcedin the above-mentioned newspapers and the revised price would be payable by the Acquirers for all the valid sharestendered in the Offer at any time during the Offer period.

Based on the information available from the Acquirers, PAC, BSES and the SEBI website, the Acquirers, PAC and BSEShave not been prohibited by SEBI from dealing in securities, in terms of directions under Section 11B of the SEBI Act, 1992.

3. REASONS FOR THE OFFER AND FUTURE PLANS

The Acquirers and PAC along with other bodies corporate deemed to be acting in concert are presently the singlelargest shareholders in BSES, holding 43.43% of the equity share capital of the company, as on the date of the publicannouncement. As per the current information available, the shareholding of the Acquirers and PAC along with personsdeemed to be acting in concert and other bodies corporate in BSES is higher than the combined holding of the Indianfinancial and investment institutions at approximately 36.6%. Presently, the Acquirers have two representatives out of nineon the Board of Directors of BSES.

The open offer is being made, to facilitate further acquisition of equity shares and/or voting rights accompaniedwith change in control and management of BSES by the Acquirers and PAC. During the offer period the Acquirersmay purchase additional equity shares of BSES in accordance with the Regulations, to the extent and in themanner that the public shareholding of BSES will not be reduced to 10% or less of its Voting Capital.

RPVL is engaged in non-banking financial activities. The holding company of RPVL, viz. RIL is engaged in the business ofexploration and production of oil and gas, refining and marketing petrochemicals, fibres, fibre intermediates, plastics,chemicals, and textiles, and has investments in the power and infocom sectors and RIL plans to further increase andexpand its activities in various sectors, including power.

Reliance's power sector interests represent a strategic fit in RIL's objectives of capturing value across the entire energychain.

Reliance already has significant experience in captive power generation, with substantial in-house skills for planning andexecuting large projects. Captive power generation facilities at its plants at Naroda, Patalganga, Hazira and Jamnagaraggregate over 800 MW.

Reliance's various power projects under development have a total capacity of over 6,000 MW.

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Reliance is pursuing several Independent Power Projects (IPP), and is currently developing several projects in the states ofTamil Nadu, Gujarat and Maharashtra. BSES is considering the acquisition of some or all of these projects, and discussionsare underway between Reliance and BSES. There will also be several growth opportunities arising in the future, from theopening up of the power transmission and distribution sector to private companies, consequent upon the reforms beingundertaken by various state governments and electricity boards.

Reliance has invested over Rs.35,000 crores (US$ 9 billion), in the last few years, in creation of world class, globallycompetitive assets at its Hazira and Jamnagar Growth Centres, thereby significantly enhancing the industrial infrastructurein the country.

Reliance's proposed substantial acquisition of equity shares in BSES is expected to yield the following benefits to bothcompanies:

� Shared pursuit of the common vision of building adequate power infrastructure in India, and making availableuninterrupted quality power to consumers in a cost-efficient manner

� Creation of new assets in the power sector, to an international scale and magnitude, with enhanced overallcompetitiveness

� Pooling of engineering, construction and other project management strengths, leading to fast track implementation ofpower sector projects, at the lowest capital costs, and with the shortest gestation periods

� Access to state-of-the-art technologies for achieving optimal operational efficiencies, and the highest levels ofproductivity

� Enhanced levels of fuel linkages, contributing to stability of power supply

� Multi-functional synergies, leading to significant cost reduction

� Enhanced financial flexibility, and the ability to access larger pools of domestic and international capital, at competitivecosts

� Entry into the power trading and derivative markets, leveraging on Reliance's demonstrated financial engineeringcapabilities and strengths

� Extended geographical reach, for offering services to a wider base of customers

� Strategic balancing of business portfolio, and diversification of risk

� Development of a unique, resident pool of intellectual capital, with diversity of skills, expertise and capabilities, to pursuethe growth opportunities of the future, in the power sector.

Reliance's overall endeavour will be to accelerate BSES's growth plans, for implementing its vision, and achieving leadershipin the power sector.

This Offer is being made in compliance with the Regulations (Regulation 11(1) and 12 in particular), for the purposes ofsubstantial acquisition of equity shares and / or voting rights accompanied with change in control and management ofBSES, thereby enabling RIL to exercise control directly or indirectly, over BSES inter-alia, through the right to appointmajority of the directors or through control over management or policy decisions, by virtue of their shareholding ormanagement rights or shareholders agreements or voting agreements or in any other manner. Consequently, the Acquirerswould become Promoters of BSES within the meaning of Regulation 2(1)(h) of the Regulations.

The Acquirers intend to seek reconstitution of the Board of Directors of BSES, in accordance with the provisions containedin the Regulations. In terms of the second proviso to Regulation 22(7) of the Regulations, the Acquirers, after depositinghundred percent of the consideration payable in cash assuming full acceptances, have an option to appoint directors on theBoard of BSES, after a period of twenty one days from the date of the public announcment. Any such change would bedisclosed by way of public announcement in the news papers mentioned in para 2.2 above.

In the ordinary course of business of BSES and / or to the extent required for the purposes of any compromise orarrangement, reconstruction, restructuring, merger, demerger, rationalising and/or streamlining of various operations, assets,liabilities, investments, businesses or otherwise of BSES and/or its subsidiaries/associates, the Acquirer may dispose off orotherwise encumber any assets of BSES. The Board of Directors of BSES will take appropriate decisions in these matters,as per the requirements of the business and in line with opportunities or changes in the economic scenario, from time totime. However, the Acquirers undertake that they shall not sell, dispose off or otherwise encumber any substantial assets ofBSES except with the prior approval of the shareholders of BSES and in accordance with and subject to the applicablelaws, permissions and consents, if any.

The Acquirers intend to review from time to time BSES's business affairs and financial position. Based on suchevaluation and review, as well as general economic and industry conditions existing at the time, the Acquirersmay consider, from time to time, various alternative courses of action. Such actions may include, subject to

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necessary compliance of applicable laws at the relevant time including Regulation 20A, the acquisition ofadditional equity shares through open market purchases, privately negotiated transactions, tender offer,exchange offer or otherwise or support to the proposal for buybacks of shares by BSES. Alternatively, suchactions may involve the sale of all or a portion of the equity shares in the open market, in privately negotiatedtransactions, through a public offering or otherwise, subject to the provisions of the applicable laws at therelevant time.

4. BACKGROUND OF ACQUIRERS & PAC

4.1 RPVL

RPVL was incorporated on January 19, 2000, under the Companies Act, 1956 as "Tex-style Synthetics Private Limited".The name was changed to Reliance Power Ventures Private Limited on May 17, 2000. The name of RPVL has further beenchanged to Reliance Power Ventures Limited, on May 23, 2000. RPVL has its Registered Office at 3rd Floor, MakerChambers IV, 222 Nariman Point, Mumbai 400 021, India. RPVL is an unlisted company engaged in non-banking financialactivities. RPVL is registered with the Reserve Bank of India ("RBI") under Section 45IA of the RBI Act, 1934 vide Certificateof Registration No. N-13.01338 dated May 24, 2000 to carry on the business of a Non-Banking Financial Institution. Theregistration of RPVL is valid as on date. RPVL is a wholly owned subsidiary of RIL and is also controlled by RIL.

The Shareholding pattern of RPVL as on December 20, 2002 is as follows:

Sr. No Shareholder's Category No. & Percentage of equity shares held

No. %

1. RIL 2,020,000 100.00

Total Paid-Up Capital 2,020,000 100.00

The Board of Directors of RPVL is as listed below:

Name Residence Address

Satish Seth Summer Villa, 4th Floor, 7

th Road, Santacruz (East), Mumbai - 400 055

Atul Dayal 21 Valentina, Naoroji Gamadia Road, Near Jaslok, Mumbai - 400 006

Rohit C. Shah A-502, Surendra Nagar Society, Ram Gully, S.V. Road, Kandivli (West), Mumbai - 400 067

Correspondence, if any, addressed to the above directors may be forwarded at the Registered Office of RPVL only, locatedat 3rd floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, India. Other than Mr. Satish Seth, none of the abovedirectors is on the Board of Directors of BSES. As on the date of this Letter of Offer, none of the directors of RPVL holdany equity shares of BSES. As disclosed to RPVL, no director of RPVL has acquired any shares of BSES, including byway of public or rights issue or preferential allotment during 26-week period preceding the Public Announcement.

Summary of the audited financial details of RPVL for the financial years ended March 31, 2001 and 2002 and unauditedfinancials for the period ended September 30, 2002 is as follows:

(in Rs. lakhs)

Profit and Loss Statement Financial Financial Six monthsperiod year endedended ended September

March 31, 2001 March 31, 2002 30, 2002(Audited) (Audited) (Unaudited)

Income from operations -- 857.69 1,464.47

Other income 1.97 -- --

Total Income 1.97 857.69 1,464.47

Total Expenditure 0.56 0.96 0.29

Profit before Depreciation, Interest and Tax 1.41 856.73 1,464.18

Depreciation -- -- --

Interest -- -- 319.31

Profit Before Tax 1.41 856.73 1,144.87

Provision for Tax 0.57 0.05 --

Profit After Tax 0.84 856.68 1,144.37

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(in Rs. lakhs)

Balance Sheet Statement (Audited) As at As at

March 31, 2001 March 31, 2002

Sources of Funds

Paid-up Equity Share Capital 202.00 202.00

Paid-up Preference Share Capital -- --

Reserves and surplus (excluding revaluation reserves) 0.84 857.52

Net Worth 202.84 1,059.52

Secured Loans -- --

Unsecured Loans 48,605.50 72,150.50

Total 48,808.34 73,210.02

Uses of Funds

Net fixed Assets -- --

Revaluation of Assets -- --

Investments 49,267.31 75,462.78

Net Current Assets (459.99) (2,253.51)

Total miscellaneous expenses not written-off 1.02 0.75

Total 48,808.34 73,210.02

Other Financial Data (Audited) As at As at

March 31, 2001 March 31, 2002

Dividend (%) -- --

Earnings Per Share (Rs.) 0.04 42.41

Average Return on Net Worth (%) 0.41 135.73

Book Value Per Share (Rs.)* 9.99 52.41

*Net of miscellaneous expenditure not written off.

M/s Chaturvedi & Shah, the Auditor's have stated that:

(a) There were no adjustments/rectification required for any incorrect accounting policies or failures to make provisions

or other adjustments, which resulted in audit qualifications.

(b) There was no material amount in the profit and loss account for the year ended March 31, 2002, relating to

adjustments for last two years which require adjustment in arriving at the profits of the years to which they relate.

(c) There was no change in the last two years in the accountin policies regularly employed by RPVL.

(d) There were no extraordinary items accounted in the said profit and loss account.

RPVL has not promoted any company since its incorporation.

4.2 RIL

RIL, the flagship Company of the Reliance Group of companies, is India's only world scale, fully integrated energy company,

with operations in exploration and production of oil and gas, refining and marketing, petrochemicals, fibres, fibre

intermediates, plastics, chemicals, and textiles, and has investments in the power and infocom sectors and RIL plans to

further increase and expand its activities in various sectors, including power. RIL ranks among the top energy and

petrochemicals companies globally and enjoys global ranking in all its major businesses and is leading the domestic market

shares. It enjoys market leadership in virtually all its products in India and captures value at every stage of its operations,

with its world-scale capacities, modern and integrated facilities, globally competitive operations, international quality

products, an extensive marketing and distribution infrastructure and strong customer relationships. RIL was incorporated on

May 8, 1973 under the Companies Act, 1956 and has its Registered Office at 3rd floor, Maker Chambers IV, 222 Nariman

Point, Mumbai - 400 021, India. RIL was promoted by Late Mr. Dhirubhai H. Ambani, Mr. Mukesh D. Ambani and

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Mr. Anil D. Ambani. On June 4, 2002, RIL acquired control of Indian Petrochemicals Corporation Limited (IPCL), under the

disinvestment programme of the Government of India. Further, on September 19, 2002, Reliance Petroleum Limited (RPL)

was merged into Reliance Industries Limited (RIL), with effect from April 1, 2001. During the current financial year 2002-03,

RIL has announced a major discovery of natural gas in the deep-water block D6 in the Krishna Godavari basin off the

Andhra Pradesh coast. During the year, SEBI has called for certain information regarding the purchase and sale of shares

of Larsen & Toubro Limited during 2001-02 by RIL. SEBI has imposed a monetary penalty of Rs. 4.75 lakhs on RIL for the

alleged non-disclosure under Regulation 7(1) of the Regulations. RIL has preferred an appeal with the Hon'ble Securities

Appellate Tribunal against the said order of SEBI and the said appeal is pending. Presently RIL's issued and subscribed

equity capital comprises of 1,396,377,536 equity shares of Rs. 10 each. As on December 20, 2002 RIL share price was

Rs. 290.40 per equity share (source: NSE website).The equity shares of RIL are listed on the Ahmedabad Stock

Exchange, Bangalore Stock Exchange Limited, the Calcutta Stock Exchange Association Limited, Madras Stock Exchange

Limited, Cochin Stock Exchange Limited, the Delhi Stock Exchange Association Limited, the Uttar Pradesh Stock Exchange

Association Limited, the Stock Exchange, Mumbai, the Pune Stock Exchange Limited and the National Stock Exchange of

India Limited. The Global Depositary Shares of RIL are listed on the Societe de la Bourse de Luxembourg.

The shareholding pattern of RIL as on December 20, 2002 is as follows:


No. %

1. Promoters / PAC 641,432,808 45.94

2. FII/GDRs/Mutual Funds/FIs/Banks 463,653,154 33.20

3. Public/Others 291,291,574 20.86

Total Paid-Up Capital 1,396,377,536 100.00

The Board of Directors of RIL is as listed below:


Mukesh D. Ambani Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005

(Chairman & Managing Director)

Anil D. Ambani Sea Wind, 39, Cuffe Parade, Colaba, Mumbai 400 005

(Vice Chairman & Managing Director)

Nikhil R. Meswani 242 Rambha, 66, Napeansea Road, Mumbai 400 006

(Executive Director)

Hital R. Meswani "Woodlands" C- 23/24, 67 Peddar Road, Mumbai 400 026


Hardev Singh Kohli President Bungalow, RIL Site, P.O. Bhatha, Village Mora, Hazira Road, Surat


Mansingh L. Bhakta 4, Sagar Villa, 38 Bhulabhai Desai Road, Mumbai 400 026

Ramniklal H. Ambani Vimal House, Navrangpura, Ahmedabad 380 014

Udupi Mahesh Rao Heritage Estate, Flat No.1202, Block XI, Dodda Ballapur Road,

Yelahanka Hobli, Bangalore 560 064

S. Venkitaramanan 19 Crescent Avenue, Keshava Perumal Puram, Chennai 600 028

Yogendra P. Trivedi 'Mistry Manor', 62-A Napeansea Road, Mumbai 400 006

Tonse Ramesh U. Pai Chitrakala', No.5, Ananthnagar, Manipal 576 119

Dharamvir Kapur 405 Aradhana Apartments, Sector 13, R.K. Puram, New Delhi 110 066

Mahesh Prasad Modi D-92, Sector 27, Noida 201 301, Uttar Pradesh

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Correspondence, if any addressed to the above directors must be forwarded at the Registered Office of RIL only, locatedat 3rd floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021. None of the above directors is on the Board ofDirectors of BSES.

Summary of the audited financial details of RIL for the financial years ended March 31, 2000, 2001 and 2002 and unauditedfinancials for the period ended September 30, 2002 is as follows:

Please note

In terms of the scheme of Amalgamation (Scheme) sanctioned by order dated June 7, 2002 of Hon'ble High Court ofJudicature at Bombay and the order dated September 13, 2002 of Hon'ble High Court of Gujarat at Ahmedabad, ReliancePetroleum Limited (RPL) has been amalgamated with RIL with effect from April 1, 2001. Accordingly, the figures for thefinancial year 2001-02 and for the six months period ended September 30, 2002, mentioned below include figures of theerstwhile RPL and are therefore to that extent not comparable with those of the previous year.

(In Rs. crores)

Profit and Loss Statement Financial Financial Financial Six monthsyear ended year ended year ended ended

March 31, March 31, March 31, September 30,2000 2001 2002 2002

(Audited) (Audited) (Audited) (Unaudited)

Income from operations (Gross) 20,301.39 28,008.25 57,119.57 31,782

Other income 687.30 382.63 782.34 405

Variation in Stock 343.68 317.94 (907.83) 897

Total Income 21,332.37 28,708.82 56,994.08 33,084

Total Expenditure 16,585.76 23,147.10 48,335.84 28,474

Profit before Depreciation Interest & Extraordinary Income 4,746.61 5,561.72 8,658.24 4,610

Depreciation (net) 1,278.36 1,565.11 2,816.14 1,303

Interest 1,008.00 1,215.99 1,825.10 820

Profit Before Tax & Extraordinary Income 2,460.25 2,780.62 4,017.00 2,487

Extraordinary income -- -- 411.70 --

Profit Before Tax 2,460.25 2,780.62 4,428.70 2,487

Provision for Tax (including Deferred tax of Rs. 996 57.00 135.00 1,186.00 567crores for March 2002 and Rs. 426 crores for thesix months ended September 30, 2002)

Profit After Tax 2,403.25 2,645.62 3,242.70 1,920

(in Rs. crores)

Balance Sheet Statement (Audited) As at As at As atMarch 31, 2000 March 31, 2001 March 31, 2002

Sources of Funds

Paid-up Equity Share Capital 1,053.45 1,053.49 1,053.56

Paid-up Preference Share Capital 292.95 - -

Equity Share Suspense - - 342.29

Reserves and surplus 9,865.29 10,941.10 23,678.05(excluding revaluation reserves andmiscellaneous expenses not written off)

Net Worth 11,211.69 11,994.59 25,073.90

Revaluation Reserve 2,771.06 2,770.78 2,738.50

Deferred Tax - - 2,060.82

Secured Loans 5,988.11 4,068.40 14,188.89

Unsecured Loans 5,532.13 6,067.39 4,739.59

Total 25,502.99 24,901.16 48,801.70

Uses of Funds

Net Fixed Assets (including revaluation of assets) 15,116.89 13,514.46 31,650.40

Capital work in progress 331.42 512.38 1,533.31

Investments 6,066.56 6,726.11 3,850.16

Net Current Assets 3,988.12 4,148.21 11,767.83

Total 25,502.99 24,901.16 48,801.70

10

Other Financial Data (Audited) As at As at As atMarch 31, 2000 March 31, 2001 March 31, 2002

Dividend (%) 40.00 42.50 47.50

Earnings Per Share (Rs.) 22.4 25.1 23.4

Return on Net Worth (%)* 21.8 20.0 16.1

Book Value Per Share (Rs.)** 103.61 113.83 179.56

* Adjusted for Capital Work in Progress and Revaluation Reserve**Adjusted for Revaluation Reserve and miscellaneous expenses not written off

M/s. Chaturvedi & Shah, the Auditors have stated that

i. In Financial Year 2001-2002

(a) The Company has changed the method of depreciation from straight line method to written down value method, witheffect from 1-4-2001 for Aromatic complex situated at Jamnagar, to provide for earlier replacement of technologicaladvancement.

In compliance with the Accounting Standard (AS-6), on Depreciation Accounting issued by the Institute of CharteredAccountants of India, depreciation has been recomputed from the date of commissioning of these assets at WDVrates applicable in those years. Consequent to this there is an additional depreciation charge of Rs. 450.16 croreswhich relates to the previous years and an equivalent amount has been withdrawn from General Reserve andcredited to the Profit and Loss Account.

Had there been no change in the method of depreciation, the charge for the year would have been lower byRs. 238.02 crores excluding the charge relating to the previous years.

Consequently, the Net Block of Fixed Assets and Reserves and Surplus are lower by Rs. 688.18 crores.

(b) The Gross Block of Fixed Assets include Rs. 2,738.50 crores on account of revaluation of Fixed Assets carried outin the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs. 169.52 crores(Previous Year Rs. 236.59 crores) and an equivalent amount has been withdrawn from General Reserve andcredited to the Profit and Loss Account.

ii. In Financial Year 2000-2001

(a) RIL has changed the method of depreciation from straight line method to written down value method with effect from1-4-2000, for Cracker and Aromatic plants at Hazira on account of technological advancements and obsolescenceand for buildings, electrical installations, factory equipment, furniture and fixtures and vehicles, other than thosesituated at Jamnagar to provide for timely replacement.

In compliance with Accounting Standards (AS-6) issued by the Institute of Chartered Accountants of India,depreciation has been recomputed from the date of commissioning of these plants at WDV rates applicable to thoseyears. Consequent to this, there is an additional charge for depreciation during the year of Rs. 835.03 crores due tothe said change which relates to the previous years and an equivalent amount has been withdrawn from theGeneral Reserve and credited to the Profit and Loss Account.

Had there been no change in the method of depreciation, the charge for the year would have been lower byRs.163.20 crores, excluding the charge relating to the previous years.

Consequently, the Net Block of Fixed Assets and Reserves and Surplus are lower by Rs. 998.23 crores.

(b) The gross block of Fixed Assets include Rs. 2,770.78 crores on account of revaluation of fixed assets carried outin the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs. 236.59 croresand an equivalent amount has been withdrawn from the General Reserve and credited to Profit and Loss Account.

iii. In Financial Year 1999-2000

(a) RIL has, on account of technological advancements and increase in obsolescence, change the method ofdepreciation for its plant and machinery at Hazira commissioned between 1-4-1995 and 31-3-1999 except crackerand aromatics plants from straight line method to written down value method with effect from April 1, 1999.

In compliance with the Accounting Standards (AS-6) issued by the Institute of Chartered Accountants of India,depreciation has been recomputed from the date of commissioning of these plants at WDV rates applicable to thoseyears. Consequent to this there is an additional charge for depreciation during the year of Rs. 881.17 crores due tothe said change which relates to the previous year and an equivalent amount has been withdrawn from GeneralReserve and credited to Profit and Loss Account.

Had there been no change in the method of depreciation, the charge for the year would be lower by Rs. 299.86crores excluding the charge relating to the previous years. Consequently, the net block of fixed assets andreserves and surplus are lower by Rs. 1,181.03 crores.

(b) The gross block of Fixed Assets include Rs. 2,771.06 crores on account of revaluation of fixed assets carried outin the past. Consequent to the said revaluation there is an additional charge of depreciation of Rs. 374.06 croresand an equivalent amount has been withdrawn from the General Reserve and credited to Profit and Loss Account.

11

M/s. Chaturvedi & Shah, have further stated that

(a) There were no adjustments/ rectification required for any incorrect accounting policies or failures to make provisionsor other adjustments, which resulted in audit qualifications.

(b) There was no material amount in the Profit and Loss Account for the year ended March 31, 2002, relating toadjustments for last three years which require adjustment in arriving at the profits of the years to which they relate.

(c) There was no change in the last three years in the accounting policies regularly employed by RIL, except thoserequired by mandatory accounting standards issued by the Institute of Chartered Accountants of India.

(d) There were no extraordinary items accounted in the said Profit and Loss Account.

(e) The revaluation reserve in the books of RIL has been deducted from Reserves and Surplus. The Net Worth hasbeen arrived at after such deduction.

4.3 RIIHL

RIIHL was incorporated on October 1, 1986, under the Companies Act, 1956 as Trishna Investments and LeasingsPrivate Limited. The name was changed to Reliance Industrial Investments and Holdings Limited on August 6, 1993. RIIHLhas its Registered Office at 3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, India. RIIHL is an unlistedCompany engaged in investment activities. RIIHL is a wholly owned subsidiary of RIL and is also controlled by RIL.

The Shareholding pattern of RPVL as on December 20, 2002 is as follows:


No. %

1. RIL 147,504,400 100.00

Total Paid-Up Capital 147,504,400 100.00

The Board of Directors of RIIHL is as listed below:


Satish Seth Summer Villa, 4th Floor, 7th Road, Santacruz (East), Mumbai 400 055

Alok Agarwal 701-B, Falcon Castle CHS Limited, Senapati Bapat Marg, Lower Parel, Mumbai 400 013

Sandeep Junnarkar 1702, Wallance Apartment, 1, Naushir Bharucha Marg, Mumbai 400 007

Correspondence, if any, addressed to the above directors may be forwarded at the Registered Office of RIIHL only,located at 3rd floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, India. Other than Mr. Satish Seth, none ofthe above directors is on the Board of Directors of BSES. As on the date of this Letter of Offer, none of the directors ofRIIHL hold any equity shares of BSES. As disclosed to RIIHL, no director of RIIHL has acquired any shares of BSES,including by way of public or rights issue or preferential allotment during 26-week period preceding the PublicAnnouncement.

Summary of the audited financial details of RIIHL for the financial years ended March 31, 2000, 2001 and 2002 andunaudited financials for the six months period ended September 30, 2002 is as follows:

(in Rs. lakhs)

Profit and Loss Statement Financial year Financial year Financial year Six months endedended March 31, ended March 31, ended March 31, September 30,

2000 2001 2002 2002(Audited) (Audited) (Audited) (Unaudited)

Income from operations 9,318.15 2,617.02 6,372.52 585.90

Other income -- -- -- --

Total Income 9,318.15 2,617.02 6,372.52 585.90

Total Expenditure 546.07 259.88 302.35 169.68

Profit before Depreciation, 8,772.08 2,357.14 6,070.17 416.22

Interest and Tax

Depreciation 0.14 0.15 0.16 0.10

Interest 1,304.83 2,330.18 2,309.18 2,538.28

Profit / (Loss) Before Tax 7,467.11 26.81 3,760.83 (2,122.16)

Provision for Tax 550.00 -- -- --

Profit / (Loss) After Tax 6,917.11 26.81 3,760.83 (2,122.16)

12

(in Rs. lakhs)

Balance Sheet Statement (Audited) As at As at As at

March 31, 2000 March 31, 2001 March 31, 2002

Sources of Funds

Paid-up Equity Share Capital 14,750.44 14,750.44 14,750.44

Paid-up Preference Share Capital -- -- --

Reserves and surplus (excluding revaluation reserves) 8,205.91 8,232.72 12,112.31

Net Worth 22,956.35 22,983.16 26,862.75

Secured Loans 5,052.05 1,799.31 2,085.96

Unsecured Loans 170,257.50 173,649.80 160,124.25

Total 198,265.90 198,432.27 189,072.96

Uses of Funds

Net fixed Assets 4.86 4.71 4.79

Investments 197,966.56 198,858.22 189,328.03

Net Current Assets 294.48 (430.66) (259.86)

Total 198,265.90 198,432.27 189,072.96

Other Financial Data (Audited) As at As at As at

March 31, 2000 March 31, 2001 March 31, 2002

Dividend (%) -- -- --

Diluted Earnings Per Share (Rs.) 1.17 0.01 0.64

Average Return on Net Worth (%) 35.45 0.11 15.00

Book Value Per Share (Rs.)* 15.56 15.58 18.21

*Net of revaluation reserves and miscellaneous expenditure not written off.

Note: During the Financial Year 2001-02, the company has transferred 90,20,665 equity shares of Larsen & Toubro Limited to RIL, its holdingcompany, at cost.

M/s Chaturvedi & Shah, the Auditor's have stated that:

(a) There were no adjustments/rectification required for any incorrect accounting policies or failures to make provisionsor other adjustments, which resulted in audit qualifications.

(b) There was no material amount in the profit and loss account for the year ended March 31, 2002, relating toadjustments for last three years which require adjustment in arriving at the profits of the years to which they relate.

(c) There was no change in the last three years in the accounting policies regularly employed by RIIHL.

(d) There were no extraordinary items accounted in the said profit and loss account.

RIIHL has not promoted any company since its incorporation.

Acquirers and PAC have complied with the applicable provisions of Chapter II of the Regulations with regard to theirshare holding in BSES.

4.4. INFORMATION ABOUT OTHER MAJOR COMPANIES PROMOTED BY THE ACQUIRER

Reliance Capital Limited

Date of Incorporation: March 5, 1986

Nature of Business: Financial Services Sector

Year ended March 31,

2000 2001 2002(in Rs. millions except per share data)

Sales and other Income 457.40 492.2 548.59

Profit after tax 90.56 93.45 101.22

Equity Capital 126.93 127.83 127.83

Reserves* 1,071.03 1,901.91 1,147.99

Earnings per share (of Rs. 10 each) 7.04 7.33 7.91

Book Value per share (of Rs. 10 each) 93.21 97.39** 100.22

* Net of revaluation reserves and miscellaneous expenditure not written off.

** Return on Net Worth and Book Value per share are calculated without taking into account the Preference Share Capital and premiumreceived thereon aggregating to Rs. 800 crores as the Preference Share Capital has been redeemed at a premium in subsequent yearfor an equal amount.

13

Reliance Ventures Limited

Date of Incorporation: July 27, 1999

Nature of Business: Financial Services Sector (Non-Banking Financial Institution engaged in non-bankingfinancial activities)

Year ended March 31,2000 2001 2002

(in Rs. lakhs except per share data)

Sales and other Income 0.41 - -

Profit / (Loss) after tax 0.10 (0.43) (0.55)

Equity Capital 202.00 202.00 202.00

Reserves* (1.05) (1.21) (1.50)

Earnings per share (of Rs. 10 each) 0.01 (0.02) (0.03)

Book Value per share (of Rs. 10 each) 9.95 9.94 9.93


Reliance Petroinvestments Limited






Profit / (Loss) after tax (4.81) (95.75) (42.36)

Equity Capital 0.02 887.76 887.76

Reserves* (48.11) (133.84) (166.18)

Earnings per share (of Rs. 10 each) (2,406.91) (1.08) (0.48)

Book Value per share (of Rs. 10 each) (24,045) 8.49 8.13


Reliance Strategic Investments Limited






Profit / (Loss) after tax 0.39 (0.37) 0.41

Equity Capital 202.02 202.02 202.02

Reserves* (0.66) (0.76) (0.08)

Earnings per share (of Rs. 10 each) 0.02 (0.02) 0.02

Book Value per share (of Rs. 10 each) 9.97 9.96 10.00


None of the above companies is a sick industrial company.

14

5. DISCLOSURE IN TERMS OF REGULATION 21(3)

Pursuant to this Offer the public shareholding will not be reduced to 10% or less of the Voting Capital of BSES and thereforeRegulation 21(3) of the Regulations is not applicable. During the Offer Period the Acquirer may purchase additional equityshares of BSES in accordance with the Regulations, to the extent and in the manner that the public shareholding of BSESwill not be reduced to 10% or less of its voting capital.

6. BACKGROUND OF BSES

BSES, a company incorporated on October 1, 1929, in India under the Indian Companies Act, 1913, is engaged in thegeneration, transmission and distribution of electricity, mainly in and around Mumbai and also has operations in Delhi,Orissa, Andhra Pradesh and Kerala, through its subsidiary/associate companies. The company also provides services inelectrical contracting, engineering, procurement & construction contracts, and computer services, and also as an InternetService Provider (ISP) in Mumbai. The license granted to BSES by the Government of Maharashtra to carry on its businessof supply of electrical energy in its area of supply is valid till August 15, 2011. On the expiration of the period of the license,the Maharashtra State Electricity Board shall have the option of purchasing the undertakings of BSES, in terms of Section 6of the Indian Electricity Act, 1910. The name of the company was changed from Bombay Suburban Electric Supply Limitedto BSES Limited on December 23, 1992.

As at March 31, 2002, BSES had a subscribed and paid-up equity share capital of Rs. 137.83 crores, comprising137,725,666 paid-up equity shares of face value Rs. 10/- each, and Rs. 0.11 crores on account of forfeited equity shares.As on the date of this public announcement, there are no partly paid-up equity shares or outstanding convertibleinstruments of BSES, except US$120 million 0.5% Credit Enhanced Foreign Currency Convertible Bonds (FCCBs) issuedby BSES on October 25, 2002, which are convertible by FCCB holders at any time on or after December 25, 2002 up toSeptember 25, 2007.

The equity shares of BSES are listed on the Stock Exchange, Mumbai (BSE), the Delhi Stock Exchange Association Limited(DSE), the Ahmedabad Stock Exchange (ASE), the Calcutta Stock Exchange Association Limited (CSE), Bangalore StockExchange Limited (BgSE), Inter-connected Stock Exchange of India Limited (ISE) and the National Stock Exchange of IndiaLimited (NSE). The Global Depositary Receipts (GDRs) of BSES are listed on the London Stock Exchange and CreditEnhanced Foreign Currency Convertible Bonds (FCCBs) are listed on the Societe de la Bourse de Luxembourg.

Based on the information received from BSES, there were no mergers, demergers and spin-offs involving BSES during thelast three years.

BSES, pursuant to the disclosures made by its major shareholders, has complied with the reporting formalities regardingtheir shareholding in BSES under the applicable provisions of Chapter II of the Regulations, except reporting underRegulation 8(3), which was due on April 30, 2002, was delayed by 2 days. This delay is being regularised by BSES underthe SEBI Regularisation Scheme. BSES has also complied with all the provisions of the listing agreement entered into withthe stock exchanges and no punitive action has been initiated by any of the stock exchanges against it.

The Board of Directors of BSES is as listed below:

Name Residential Address

S.S. Dua 222 St. Andrews Road, Pali Hills, Bandra (West), Mumbai 400 050(Acting Chairman and Managing Director)

Y.P. Gupta 203 'A' Wing, Twin Towers, Opp. Siddhivinayak Temple, Prabhadevi,Mumbai 400 025

S. Rajgopal 232, Buena Vista, Gen. J. Bhosle Marg, Mumbai 400 021

Satish Seth Summer Villa, 4th Floor, 7th Road, Santacruz (East), Mumbai 400 055

Amitabh Jhujhunwala B-123, 12th Floor, NCPA Apartments, Nariman Point, Mumbai 400 021

P. N. Bhandari 307, Ganapathi Plaza, 3rd Floor, M I Road, Jaipur 302 001

Ravi B. Budhiraja 5-S, Dilwara, Maharshi Karve Road, Mumbai 400 005

K.H. Mankad B/1/5, Kripa Nagar, Irla, S.V. Road, Vile Parle (West), Mumbai 400 056(Director - Finance)

K. D. Kulkarni BSES Receiving Station, 3rd Floor, S.V. Road, Andheri (West),(Director - Human Resource Development) Mumbai 400 058

15

Correspondence, if any, to the above directors may be forwarded to the Registered Office of BSES only, located at NaginMahal, 6th Floor, 82, Veer Nariman Road, Mumbai 400 020. Of the above directors, Mr. Satish Seth (appointed on November24, 2000) and Mr. Amitabh Jhunjhunwala (appointed on June 28, 2001) are representatives of Acquirers on the Board ofBSES. Accordingly, Mr. Satish Seth and Mr. Amitabh Jhunjhunwala have recused themselves and not participated in anymatter(s) concerning or relating to the Offer including any preparatory steps leading to the Offer as per Regulation 22(9) ofthe Regulations.

The share capital structure of BSES as on the date of the Public Announcement is as follows:

No. of equity shares/ Voting rights % of shares/ Voting rights

Fully paid-up equity shares 137,725,666 100Partly paid-up equity shares 0 0Total paid-up equity shares 137,725,666 100Total voting rights in BSES 137,725,666 100

As mentioned above BSES has issued US$ 120 million 0.5% FCCBs on October 25, 2002, which are convertible by FCCB holders atany time on or after December 25, 2002 up to September 25, 2007. The equity share capital of BSES would increase by 23,681,633equity shares upon full conversion of the FCCBs. Consequently the equity share capital of BSES would stand increased to 161,407,299equity shares (hereinafter referred to as the “Voting Capital”).

Brief audited financial details of BSES for the financial years ended March 31, 2000, 2001 and 2002 and unaudited financialdetails for the six months period ended September 30, 2002 is as follows:

(in Rs. millions)

Year ended March 31, Six months endedProfit & Loss Account 2000 2001 2002 September 30, 2002

(Audited) (Audited) (Audited) (Unaudited)Profit & Loss Statement:Income from Operations 23,384.43 26,947.16 26,706.63 14,168.40Other Income 911.84 837.69 1,127.31 323.80Total Income 24,296.27 27,784.85 27,833.94 14,492.20Total Expenditure 17,550.59 21,759.15 21,907.70 11,576.10Profit Before Depreciation Interest and Tax 6,745.68 6,025.70 5,926.24 2,916.10Depreciation 1,834.71 1,968.14 2,250.48 1,282.40Interest 942.42 553.45 657.44 328.80Profit before Tax 3,968.55 3,504.11 3,018.32 1,304.90Provision for Tax 900.29 290.38 210.85 78.30Profit After Tax 3,068.26 3,213.73 2,807.47 1,226.60

(in Rs. millions) As on March 31,

Balance Sheet Statement (Audited) 2000 2001 2002Sources of FundsPaid up share capital 2,248.31 2,008.31 1,378.31Reserves & Surplus (excluding revaluation reserves) 21,429.24 23,753.16 25,399.94Net Worth 23,677.55 25,761.47 26,778.25Secured Loans 6,883.37 6,344.40 5,380.72Unsecured Loans 989.49 600.00 1,224.96Service Line Deposits from consumers 163.03 164.17 168.07Deferred tax liability (net) - - 734.40Total 31,713.44 32,870.04 34,286.40Uses of FundsNet Fixed Assets 21,076.61 20,801.57 19,511.26Investments 5,247.16 5,340.99 6,113.21Net Current Assets 5,389.67 6,727.48 8,661.93Total Miscellaneous Expenditure not written off - - -

Total 31,713.44 32,870.04 34,286.40

Year ended March 31,

Other Financial Data (Audited) 2000 2001 2002Dividend Per Share (%) 37 40 43Earning Per Share (Rs.) 21 21 22Return on Net Worth (%) 16.76 13.60 11.27Book Value Per Share (Rs.) 165.60 182.48 204.06

16

The issued and subscribed equity shareholding in BSES before the Offer (as on December 13, 2002) and after the Offer (assumingfull acceptance of the Offer) is given in the table below:

TABLE 1 Issued, subscribed & Shareholding/voting Issued, subscribed &Shareholders ’Category paid up equity share capital rights to be acquired paid up equity share

prior to the Offer in the Offer capital after the Offer(on December 13, 2002) (assuming full

acceptance)No. of Shares % No. of Shares % No. of Shares %

1. Promoter Group - - - - - -

2. Acquirers1

RPVL 40,474,513 29.39 32,281,460 23.44 72,755,973 52.83RIL 1,551,549 1.13 — — 1,551,549 1.13RIIHL 13,622,707 9.89 — — 13,622,707 9.89Other Bodies Corporate

24,160,343 3.02 — — 4,160,343 3.02

Total1

59,809,112 43.43 32,281,460 23.44 92,090,572 66.873. Institutional Investorsa. Financial 50,212,068 36.46

Institutions/Insurance

Companies

b. Banks 379,353 0.28

c. UTI/Mutual Funds 404,364 0.29

d. NRI individuals/OCBs 517,060 0.38 (32,281,460) (23.44) 45,635,094 33.13

e. Foreign Institutional Investors 2,363,501 1.72f. Non- Domestic Companies — —

Total 53,876,346 39.12

4. Others 24,040,208 17.45

(not included in 1, 2 & 3)

Total 137,725,666 100.00 32,281,460 23.44 137,725,666 100.00

The Voting Capital of BSES before the Offer (as on December 13, 2002) and after the Offer (assuming full acceptance of the Offer) isgiven in the table below1:

TABLE 2 Voting Capital Shareholding/voting Voting CapitalShareholders’ Category prior to the rights to be acquired after the Offer

Offer (on in the OfferDecember 13, 2002) (assuming full

acceptance)No. of Shares % No. of Shares % No. of Shares %

1. Promoter Group - - - - - -

2. Acquirers1

RPVL 40,474,513 25.08 32,281,460 20.00 72,755,973 45.08RIL 1,551,549 0.96 — — 1,551,549 0.96RIIHL 13,622,707 8.44 — — 13,622,707 8.44Other Bodies Corporate

24,160,343 2.58 — — 4,160,343 2.58

Total1

59,809,112 37.05 32,281,460 20.00 92,090,572 57.053. Institutional Investorsa. Financial 50,212,068 31.11

Institutions/Insurance

Companies

b. Banks 379,353 0.24

c. UTI/Mutual Funds 404,364 0.25

d. NRI individuals/OCBs 517,060 0.32 (32,281,460) (20.00) 69,316,727 42.95e. Foreign Institutional Investors 2,363,501 1.46f. Non- Domestic Companies — —

Total 53,876,346 33.38

4. Shares underlying FCCBs1

23,681,633 14.67

5. Others 24,040,208 14.89

(not included in 1, 2 3 & 4)

Total 161,407,299 100.00 32,281,460 20.00 161,407,299 100.00

17

Notes to Table 1 & Table 2 above:

1. (a) The above figures are based on information provided by BSES, except shareholding of Acquirers and PAC, which has been

disclosed by Acquirers and PAC.

(b) After the date of public announcement, Acquirers have acquired further 948,139 equity shares of BSES. As a result, as on the

date of this Letter of Offer, Acquirers hold 60,757,251 equity shares constituting 44.11% of the issued and subscribed equity

share capital and 37.64% of the Voting Capital of BSES. Accordingly, the Acquirers would hold 93,038,711 equity shares of

BSES post Offer assuming full acceptances. For details of these acquisitions please refer para 2.2.

(c) The figures in table 1 above are based on the present issued, subscribed and paid-up equity share capital of BSES.

The present subscribed and paid-up equity share capital of BSES would increase by 23,681,633 equity shares upon full

conversion of the FCCBs. Consequently the equity share capital of BSES would stand increased to 161,407,299 equity

shares (as indicated in table 2 above) and consequently the holding of 93,038,711 equity shares (please see Note 1 (b)

above) of the Acquirers, PAC and persons deemed to be acting in concert, after the proposed Offer would represent

67.55% of issued, subscribed & paid-up capital and 57.64% of the Voting Capital of BSES.

2. The said bodies corporate have been holding equity shares in BSES Limited for the past several years, purely as investors.

These bodies corporate are not connected to Acquirers/PAC, or their subsidiaries. These bodies corporate are not

participating in the Offer, and they will neither acquire any shares under the Offer nor will they fund the acquisition thereof.

These bodies corporate do not intend to gain control over BSES, or to participate in its management, or to seek any

representation on the Board of Directors of BSES.

7. OFFER PRICE

As mentioned above, the equity shares of BSES are listed on BSE, DSE, ASE, CSE, BgSE, ISE and NSE. GDRs of BSES

are listed on the London Stock Exchange and FCCBs are listed on the Societe de la Bourse de Luxembourg. The equity

shares are frequently traded on BSE and NSE within the meaning of Regulation 20 of the Regulations. The details of trading

volumes on all the above stock exchanges are provided below:

Total equity shares traded Annualised trading

during the six calendar Total number of turnover as a % of

months prior to the announcement listed equity total number of listed

of the offer shares equity shares

BSE 4,788,796 137,725,666 6.95

NSE 8,288,626 137,725,666 12.04

DSE NIL 137,725,666 NIL

ASE. NIL 137,725,666 NIL

CSE 46,089 137,725,666 0.03

BgSE. NIL 137,725,666 NIL

ISE. NIL 137,725,666 NIL

Source: Official data obtained from the respective stock exchanges.

As the annualised trading turnover on BSE and NSE is more than 5% of the total number of listed shares, the shares of

BSES are deemed to be frequently traded on both these exchanges as per the explanation to Regulation 20(5) of the

Regulations, with NSE being the exchange where the shares are most frequently traded.

The weekly high and low of the closing prices of the shares, during the 26-week period preceding the date of Public

Announcement are given below:

National Stock Exchange

Weekly Closing Price

High Low

Week Price Price Average Volume

Ending (Rs.) (Rs.) (Rs.) (shares)

1. 28-Jun-02 221.70 215.30 218.50 300,589

2. 05-Jul-02 223.10 218.80 220.95 266,742

18

3. 12-Jul-02 222.25 220.55 221.40 273,596

4. 19-Jul-02 219.65 214.70 217.18 74,323

5. 26-Jul-02 214.40 202.45 208.43 268,892

6. 02-Aug-02 210.65 199.35 205.00 443,187

7. 09-Aug-02 228.60 219.75 224.18 405,685

8. 16-Aug-02 227.10 223.40 225.25 137,804

9. 23-Aug-02 226.80 224.85 225.83 144,289

10. 30-Aug-02 229.00 225.60 227.30 186,516

11. 06-Sep-02 221.80 218.95 220.38 101,594

12. 13-Sep-02 220.50 217.00 218.75 403,909

13. 20-Sep-02 219.05 216.90 217.98 1,643,058

14. 27-Sep-02 225.65 218.40 222.03 1,339,739

15. 04-Oct-02 220.50 216.20 218.35 429,092

16. 11-Oct-02 219.40 210.25 214.83 53,051

17. 18-Oct-02 212.80 204.00 208.40 132,316

18. 25-Oct-02 207.55 204.25 205.90 113,554

19. 01-Nov-02 207.30 194.30 200.80 203,248

20. 08-Nov-02 202.90 201.10 202.00 76,718

21. 15-Nov-02 201.15 195.95 198.55 94,566

22. 22-Nov-02 201.10 198.75 199.93 159,584

23. 29-Nov-02 209.95 200.70 205.33 375,075

24. 06-Dec-02 215.85 203.55 209.70 369,684

25. 13-Dec-02 220.65 207.00 213.83 597,586

26. 20-Dec-02 229.95 217.50 223.73 901,228

Average of 26 weeks 214.40

The daily high and low of closing prices of BSES, during the 2-week period preceding the date of Public Announcement are

given below:

National Stock Exchange

High Low

Price Price Average Volume

Day (Rs.) (Rs.) (Rs.) (shares)

1. 09-Dec-02 216.00 208.05 212.03 32,951

2. 10-Dec-02 209.95 206.00 207.98 18,188

3. 11-Dec-02 213.50 204.20 208.85 84,112

4. 12-Dec-02 216.25 210.00 213.13 131,925

5. 13-Dec-02 224.50 216.00 220.25 330,410

6. 16-Dec-02 223.75 217.05 220.40 191,975

7. 17-Dec-02 222.70 216.50 219.60 47,403

8. 18-Dec-02 229.00 215.05 222.03 309,956

9. 19-Dec-02 231.00 225.00 228.00 254,692

10. 20-Dec-02 232.80 224.50 228.65 97,202

Average of 2 weeks 218.09

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The Offer Price is justified in accordance with the Regulation 20(4) of the Regulations as follows:

· The Acquirers and PAC have not acquired any equity shares of BSES under any agreement referred to in Regulation14(1)

· In the 26 weeks preceding the date of Public Announcement, the Acquirers and PAC have acquired equity shares ofBSES through open market purchases on the floor of the stock exchanges at the highest price and average price ofRs. 229.51 and Rs. 219.50 per equity share, respectively.

· In the 26 weeks preceding the date of Public Announcement, the Acquirers and PAC have not acquired any equityshares of BSES by way of allotment in a public or rights issue or preferential allotment.

· The average of weekly high and low of closing prices for the equity shares of BSES, during the 26-week periodpreceding the date of the Public Announcement on NSE, the exchange where the shares are most frequently traded, isRs. 214.40 per share as tabulated above.

· The average of daily high and low of the closing prices for the equity shares of BSES, during the 2-week periodpreceding the date of the Public Announcement on NSE, the exchange where the shares are most frequently traded, isRs. 218.09 per share as tabulated above.

Further:

The shares of BSES are deemed to be infrequently traded on ASE, BgSE, CSE, ISE and DSE. Hence, in terms of Regulation 20(5) ofthe Regulations, the Offer Price is justified as follows:

· The Acquirers and PAC have not acquired any equity shares of BSES under any agreement referred to in Regulation14(1)

· In the 26 weeks preceding the date of Public Announcement, the Acquirers and PAC have acquired equity shares ofBSES through open market purchases on the floor of the stock exchanges at the highest price and average price ofRs. 229.51 and Rs. 219.50 per equity share, respectively.

· In the 26 weeks preceding the date of Public Announcement, the Acquirers and PAC have not acquired any equityshares of BSES by way of allotment in a public or rights issue or preferential allotment.

· Other parameters based on the audited financials for the FY ended March 31, 2002 are as under:

Return on Net Worth (%) 11.27Book Value (Rs.) 204.06Earning Per Share (Rs.) 22.02P/E Multiple (based on Offer Price) 10.45xIndustry Average P/E Multiple for Power Generation and Supply Industry(Source: Capital Markets Vol. No.XVII/20 dated December 22, 2002) 8.4x

No equity shares of BSES have been acquired by Acquirers and PAC through any agreement as envisaged under Regulation 14(1).There is no non-compete agreement between Acquirers, PAC and any other entity as envisaged under Regulation 20(8) of theRegulations.

Thus, the Offer Price is justified in terms of Regulation 20 of the Regulations.

Acquirers and PAC shall not acquire during the Offer Period, any shares in BSES except in compliance with the Regulations and thedetails of such acquisitions shall be disclosed to the stock exchanges and to the Manager within 24 hours thereof in terms of theRegulation 22(17). No acquisition will be made by Acquirers and PAC in the open market during the last seven working days prior tothe Offer Closing Date. If Acquirers and PAC acquire shares in the open market or through negotiation or otherwise, after the date ofPublic Announcement at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for allacceptances received under the Offer.

8. FINANCIAL ARRANGEMENTThe maximum fund requirements for the offer, assuming full acceptance, will be Rs.7,427,963,946. The Acquirers have sufficientfinancial arrangements in the form of internal accruals / by way of financial assistance from banks, financial institutions,or a combination thereof, in the form of capital / loans / guarantees or otherwise for payment of consideration to the shareholders ofBSES whose equity shares are acquired pursuant to this Offer.

In accordance with Regulation 28 of the Regulations, the Acquirers have pledged in favour of JM Morgan Stanley Private Limited,Manager to the Offer, 6,000,000 equity shares of Rs.10/- each, of BSES Limited, having a market price of Rs. 224.50 per equity shareas on December 20, 2002 (Closing price on NSE, Source: NSE website). This amount exceeds the escrow amount stipulated underRegulation 28(2). The Acquirers have undertaken to maintain a margin of 25% at all times during the Offer period over the minimumrequisite escrow requirement as stipulated under Regulation 28 (2). The Manager to the Offer is empowered to realise the value of suchsecurities by sale or otherwise, provided if there is any deficit on realisation of the value of the securities, the deficit, if any, shall be madegood by the Manager to the Offer. The Acquirers have also made a cash deposit of Rs.7.5 crores with ICICI Bank Limited (Address:Free Press House, Nariman Point, Mumbai 400 021), being more than 1% of the total consideration payable under the Offer and theManager to the Offer is authorised to realise the value of the Escrow in terms of the Regulations. The Acquirers have marked a lien onthe said cash deposit in favour of the Manager to the Offer.

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The Acquirers’ statutory auditors, M/s. Chaturvedi & Shah, Chartered Accountants (Address: 712/713 Tulsiani Chambers, 212Nariman Point, Mumbai 400 021, India; Partner: H P Chaturvedi, Membership No. 33523; Tel: +91 22 5630 8500; Fax: +91 22 2287 2703),have vide their certificate dated December 20, 2002 certified that sufficient resources are available to enable the Acquirers to fulfil theirobligations in full under the Offer and on this basis the Manager to the Offer have satisfied themselves that sufficient resources areavailable to allow the Acquirers to fulfil their obligations in full under the Offer in accordance with the Regulations.

9. TERMS AND CONDITIONS OF THE OFFER(a) The Offer is being made in accordance with the provisions of Regulations 11(1), 12 and other applicable provisions of

Chapter III of and in compliance with the Regulations.

(b) Acquirers and PAC have made the Public Announcement on December 21, 2002 for the Offer. This Offer is made to allthe public shareholders of BSES. However, the Letter of Offer is being mailed to those shareholders whose namesappear on the Register of Members of BSES at the close of business on the Specified Date.

(c) The acceptance of the Offer made by the Acquirers and PAC is entirely at the discretion of the equity shareholders ofBSES and each shareholder of BSES to whom this Offer is being made, is free to offer his shareholding in BSES, inwhole or in part while accepting the Offer.

(d) Any equity shares of BSES that are subject matter of litigation or are held in abeyance due to pending courtcases, wherein the shareholder(s) of BSES may be precluded from transferring the equity shares duringpendency of the said litigation are liable to be rejected in case directions/orders to the contrary regardingthese equity shares are not received together with the equity shares tendered under the Offer. The Letter ofOffer in some of these cases, wherever possible would be forwarded to the concerned statutory authoritiesfor further action at their end.

(e) The Offer will open on January 17, 2003 and close on February 15, 2003 (both days inclusive).

(f) Accidental omission to dispatch this Letter of Offer or any further communication to any person to whom this Letter ofOffer is made or the non-receipt of this Letter of Offer by any such person shall not invalidate the Offer in any way.

(g) The instructions, authorisations and provisions contained in the Form of Acceptance and Form of Withdrawal constitutean integral part of the terms of this Offer.

(h) The acceptance of the Offer must be unconditional and should be sent in the attached Form of Acceptance along withthe other documents duly filled in and signed by the applicant shareholder(s) which should be received by the Registrarto the Offer at the collection centre mentioned in paragraph 10(f) under “Procedure for Acceptance and Settlement” onor before February 15, 2003. If any change or modification is made in the Form of Acceptance, the same is liable to berejected.

(i) As per the provisions of Section 196D(2) of the Income Tax Act, 1961 (“Income Tax Act”), no deduction of tax atsource shall be made before remitting the consideration for equity shares tendered under the Offer by ForeignInstitutional Investors (“FIIs”), as defined in Section 115 AD of the Income Tax Act, 1961. However, while tenderingtheir equity shares under the Offer, NRIs, OCBs and other non-resident shareholders will be required tosubmit a No Objection Certificate (NOC) or Tax clearance certificate indicating the amount of tax to bededucted by the Acquirers before remitting the consideration from Income Tax authorities under the IncomeTax Act, 1961. In case the aforesaid NOC or Tax clearance certificate is not submitted, the Acquirers willarrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholders, onthe entireconsideration amount payable to such shareholders. While tendering equity shares under the Offer, NRIs/OCBs/foreign shareholders will be also required to submit the RBI approvals (specific or general) that theywould have obtained for acquiring equity shares of BSES. In case the RBI approvals are not submitted, theAcquirers reserve the right to reject such equity shares.

(j) The Offer is subject to the Acquirers obtaining the approval of RBI under FEMA, for acquiring and transferring theequity shares of non-resident shareholders tendered in this Offer. The application to RBI would be made after closure ofthe Offer.

(k) To the best of knowledge and belief of the Acquirers and PAC, as of the date of this Letter of Offer, there are no furtherstatutory approvals required to implement the Offer other than those indicated above. If any other statutory approvalsare required or become applicable, the Offer would be subject to such statutory approvals. The Acquirers and PAC willnot proceed with the Offer in the event that such statutory approvals are not obtained.

(l) In case of delay in receipt of any statutory approval, SEBI has the power to grant an extension of the time required forpayment under the Offer provided that the Acquirers and PAC agree to pay interest in accordance with Regulation22(12) of the Regulations. Further, if the delay occurs due to the willful default of Acquirers in obtaining the requisiteapprovals, Regulation 22(13) of the Regulations will also become applicable.

(m) In case RBI approval for acquisition of shares from non-resident shareholders is unduly delayed, Acquirers reservesthe right to proceed with payment to the resident shareholders whose shares have been accepted by Acquirers interms of this Offer, pending payment to the non-resident shareholders, subject to the entire amount payable tonon-resident shareholders being kept in an Escrow Account whose value can be realised by the Manager as per theRegulations.

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(n) Acquirers will not be responsible in any manner for any loss of equity share certificate(s) and offer acceptancedocuments during transit and the equity shareholders of BSES are advised to adequately safeguard their interest in thisregard.

(o) As already mentioned elsewhere in this Letter of Offer, the Offer is not subject to any minimum level of acceptance andAcquirers will acquire all the paid-up equity shares of BSES that are validly tendered in terms of this Offer up to amaximum of 32,281,460 equity shares. Thus, the Acquirers and PAC will proceed with the Offer even if it is unable toobtain acceptance to the full extent of the equity shares of BSES for which this Offer is made.

(p) Shares that are subject to any charge, lien or encumbrance are liable to be rejected.

(q) The Acquirers and PAC reserve the right of upward revision of price at any time up to seven working days prior to theclosure of the Offer, as per Regulation 26 of the Regulations. If there is any upward revision in the Offer Price beforethe last date of revision (i.e. February 04, 2003), the same would be informed by way of Public Announcement in thenewspapers mentioned in para 2 of this Letter of Offer. Such revised Offer Price would be payable to all shareholderswho tender their shares at any time during the Offer and which are accepted under the Offer.

(r) The shareholders holding shares in physical form, who have sent their shares for dematerialisation need toensure that the process of getting the equity shares dematerialised is completed well in time so that thecredit in the Escrow Account should be received on or before the date of closure of the Offer, i.e. February 15,2003, else Acquirers reserve right to reject such equity shares.

(s) If the aggregate of the valid responses to the Offer exceeds 32,281,460 equity shares, then the Acquirers shallaccept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of theRegulations. The equity shares of BSES are traded in compulsory dematerialised mode and the minimummarketable lot is one equity share.

10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

(a) Shareholders of BSES, who wish to avail this Offer should forward the under mentioned documents by hand delivery or byregistered post to the Registrar to the Offer at their office at Karvy Consultants Limited, 46 Avenue 4, Street No. 1, Banjara Hills,Hyderabad 500 034 (Tel: +91 40 3320666: Fax: +91 40 3323058, Contact Person: Mr. H. Kannan; E-mail: [email protected]),or by hand delivery only at the collection centres given under para (f) below so as to reach the Registrars on or before February15, 2003 (the Offer Closure Date) on their working days during business hours indicated in sub-para (f) below. In the case of dematshares, the Registrar is not bound to accept equity shares which have not yet been credited to the Special Depository EscrowAccount as on the date of closure of the Offer, i.e. February 15, 2003.

For equity shares held in physical form

· Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/firstshareholders whose names appear on the share certificates (in case of joint holdings) in the same order in which theirnames appear in the Register of Members.

· Original Share Certificate(s).

· Valid Share Transfer deed(s) duly signed as transferors by all shareholders (in case of joint holdings) in the same orderand as per specimen signatures lodged with BSES and duly witnessed at the appropriate place by a Notary or BankManager or Member of Stock Exchange under their seal of office and membership number. The Transfer Deed shouldbe left blank, excepting the signatures as mentioned above.

· Documents mentioned in para 10(d),for NRI/OCB/FII shareholders

For equity shares held in demat form

· Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/allshareholders whose names appear (in case of joint holdings) in the same order in which their names appear in theirbeneficiary account. The Form of Acceptance has to be tendered by the beneficial holder of shares only.

· A photocopy of the Delivery Instruction Slip duly acknowledged by the DP filled as per the instructions given hereunder:

- The Beneficial Owners who hold shares in demat form are required to execute a trade by tendering the DeliveryInstruction for debiting their Beneficiary Account with the concerned DP and crediting the Special Depository EscrowAccount. The credit in the Special Depository Escrow Account should be received on or before the date of closureof the Offer, i.e. February 15, 2003.

- The Delivery Instructions to be given to the DP should be in “For Off Market Trade” mode only. For each DeliveryInstruction the Beneficial Owner should submit a separate Form of Acceptance.

· Registrar to the Offer has opened a Depository Account (hereinafter referred to as “Special Depository EscrowAccount”) with National Securities Depository Ltd. (NSDL) named as “KCL Escrow A/c - BSES Open Offer” as perdetails given below:

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Depository Participant Name: Karvy Consultants LimitedClient ID Number: 11770719DP ID Number: IN 300394

Shareholders having their beneficiary account in Central Depository Services India Limited (CDSL) have to useinter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depositoryaccount with NSDL.

· Documents mentioned in para 10(d), for NRI/OCB/FII shareholders

· In case of non-receipt of the aforesaid documents, but receipt of the shares in the Special Depository Escrow Account,the Acquirers may deem the Offer to have been accepted by the shareholder

· Shareholders should ensure that the credit for the delivered shares should be received in the Special DepositoryEscrow Account on or before the Closure of the Offer (i.e. February 15, 2003).

For GDR / FCCB holders

GDR holders who wish to tender the equity shares underlying the GDRs should cancel the GDRs and withdraw theunderlying equity shares. They should request the depository to instruct the Custodian to deliver the equity share certificateaccompanied by an instrument of transfer duly executed in blank in respect of such share certificate to the Registrar to theOffer. In case the equity shares on withdrawal of the GDRs are transferred in dematerialised form, then the GDR holdersshould follow the procedure for tender of equity shares as indicated in para titled as “For equity shares held in demat form”above. FCCB holders who wish to participate in the Offer, should first convert their FCCBs into GDRs as per the terms ofFCCBs. Upon conversion of FCCBs into GDRs, the procedure to tender equity shares underlying the GDRs would be thesame as mentioned above in this paragraph. Other terms of the Offer would apply mutatis mutandis to all shareholders/GDR holders/FCCB holders.

The above documents should not be sent to Acquirers or PAC or to BSES or to the Manager to the Offer. Thesame should be sent to the Registrar to the Offer only at collection centres given below.

(b) All Eligible Persons can participate in the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer.They are required to submit, besides the documents as mentioned above, other documents to prove their title to the shares offeredfor acceptance, such as original brokers contract note, transfer deed(s) executed by the registered holders of the shares inaddition to the Form of Acceptance and share certificate(s). No indemnity is required from unregistered shareholders. Unregisteredowners, if they so desire, may also apply on the Form of Acceptance downloaded from SEBI’s website (www.sebi.gov.in).Notwithstanding that the signature(s) of the transferor(s) have been witnessed as aforesaid, if the signature(s) of the transferor(s)differs from the specimen signature(s) recorded with BSES or are not in the same order, such shares are liable to be rejected underthis Offer even if the Offer has been accepted by a bona fide owner of such shares.

(c) In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, ona plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, alongwith documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer. Noindemnity is required in this regard. Shareholders who have lodged their shares for transfer with BSES must also sendthe acknowledgement, if any, received from the BSES towards such lodging of shares.

(d) While tendering their equity shares under the Offer, NRIs, OCBs and other non-resident shareholders will berequired to submit a No Objection Certificate (NOC) or Tax clearance certificate indicating the amount of taxto be deducted by the Acquirers before remitting the consideration from Income Tax authorities under theIncome Tax Act, 1961. In case the aforesaid NOC or Tax clearance certificate is not submitted, the Acquirerswill arrange to deduct tax at the maximum marginal rate as may be applicable to the category of shareholders,on the entire consideration amount payable to such shareholders. While tendering equity shares under theOffer, NRIs/OCBs/foreign shareholders will be also required to submit the RBI approvals (specific or general)that they would have obtained for acquiring equity shares of BSES. In case the RBI approvals are notsubmitted, the Acquirers reserve the right to reject such equity shares.

(e) The shareholders should also provide all relevant documents, which are necessary to ensure transferability of theshares in respect of which the application is being sent. Such documents may include, but are not limited to:

i) duly attested death certificate and succession certificate (in case of single shareholder) if the original shareholder isdeceased;

ii) duly attested Power of Attorney if any person apart from the shareholder has signed the application form and/ortransfer deed(s);

iii) no objection certificates from the chargeholder/lender, if the shares in respect of which the application is sent, areunder any charge, lien or encumbrance;

iv) in case of companies, the necessary corporate authorisation (including Board Resolutions);

v) any other relevant documentation.

23

Address Contact Person Telephone Nos. Fax No(s).

Karvy Consultants Limited

201-203 “Shail”

Opp: Madhusudhan House

Near Navrangpura Tele. Exchange

Off C G Road

Ahemdabad - 380 006 Mr. Jayesh Shah 079 – 6420422 / 6400527 / 28 079 - 6565551


T K N Complex, No. 51/2

Vanivilas Road, Opp: National College

Basavanagudi

Bangalore – 560 004 Mr. P B Ramapriyan 080 – 6621184 / 6621192 080 - 6621169


G-1, Swathy Court, 22

Vijaya Raghava Road, T Nagar

Chennai – 600 017 Mr. Alex Cherian 044 – 28153445 / 28151034 044 - 28153181


108-110, 1st Floor, Anukampa Mansion-II

MI Road, Opp: Raymonds Show Room

Jaipur - 302 001 Mr. M.B. Maheshwari 0141 – 2375099 / 2363321 / 2375039 0141 - 2364660


49, Jatin Das Road 033 - 24644866 /

Kolkata - 700 029 Mr. Alok Chaturvedi 033 – 24644891 / 7231 / 24634788 / 5432 24634787


94, Mahatma Gandhi Marg

Opp. Governor House, Hazratgunj

Lucknow – 226 001 Mr. Nitin Saxena 0522 – 236819 - 25 0522 - 236822


7, Andheri Industrial Estate

Off: Veera Desai Road

Andheri (West), Mumbai - 400 053 Mr. Pravin B Amlani 022 – 26730799 / 843 / 311 / 867 / 153 / 292 022 - 26730152


Tulsiani Chambers, 10th Floor

Nariman Point

Mumbai – 400 021 Mr. P K Ramanan 022 – 22847645 / 22847624 / 22833333 022 - 22828454


105 - 108 Arunachal Building

19 - Barakhamba Road

Connaught Place

New Delhi – 110 001 Mr. Sakul Puri 011 – 23324401 (5 Lines) 011 - 23324621


1202/10, Viswas Bunglow

Off. Ghole Road, Near Hotel Surya

Shivaji Nagar

Pune - 411 004 Mr. Ajay Bhaskar 020 – 5530204 / 5530205 020 - 5533292


Sharad Apartment (Ground Floor)

Opp: Rama Inn Hotel

Near Sayaji Gunj

Vadodara - 390 005 Mr. Shoban Doshi 0265 – 2225469 / 470 / 220 / 578 0265 – 2363207

Business Hours: Monday to Saturday: Between 10.00 a.m. and 5.00 p.m.Holidays: Sundays and Bank Holidays

(f) The documents referred to above should be hand delivered to any of the following collection centres:

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Applicants may send their documents only by Registered Post, at their own risk, if not hand delivered, to the Registrar at KarvyConsultants Limited, Karvy House, 46 Avenue 4, Street No. 1, Banjara Hills, Hyderabad - 500 034, India (Tel: +91 40 332 0666:Fax: +91 40 332 3058, Contact Person: Mr. H. Kannan; E-mail: [email protected]) during business hours indicated above other thanon holidays.

(g) Payment of consideration will be made by crossed account payee cheques /demand drafts and sent by registered postand /or courier in case of consideration amount exceeding Rs.1,500/- (Under Certificate of Posting otherwise) to thoseshareholders whose share certificates and other documents are found in order and accepted by Acquirers. All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders.

(h) In case of physical shares, the Registrar to the Offer will hold in trust the share certificates, Form of Acceptance dulyfilled in and the transfer deed/s on behalf of shareholders of BSES who have accepted the Offer, till the cheques/draftsfor the consideration and/or the share certificates are posted.

(i) In case of dematerialised shares, the shares would reside in the Special Depository Escrow Account as mentionedabove. The Registrar to the Offer will debit the Special Depository Escrow Account to the extent of payment ofconsideration made by the Acquirers and give instructions for credit of the beneficial account of Acquirers.

(j) Barring unforeseen circumstances and factors beyond their control, the Acquirers intend to complete all formalitiespertaining to the purchase of the shares, including dispatch of consideration to the shareholders who have accepted theOffer, by March 17, 2003.

(k) In case of physical shares, to the extent the equity shares are not accepted under the Offer, the rejected ShareCertificates, transfer deeds and other documents, if any, will be returned by registered post by the Registrar to theOffer to the shareholders /unregistered owners. For the physical shares accepted under the Offer, the Registrar shalltake action for transferring the shares to Acquirers after the consideration cheques are released to the shareholdersconcerned.

(l) The Equity Shares held in dematerialised form to the extent not accepted under the Offer will be released to theBeneficial Owner’s Depository Account with the respective DP as per details furnished by the Beneficial Owner in theForm of Acceptance, at the sole risk of the Beneficial Owner. An intimation to that effect will be sent to the BeneficialOwner by Ordinary Post. For the shares lying in the Special Depository Escrow Account, the Registrar shall take actionfor transferring the shares to Acquirers after the consideration cheques are released to the Beneficial Owners.

(m) In terms of Regulation 22(5A) of the Regulations, shareholders desirous of withdrawing their acceptances tendered inthe Offer, can do so up to three working days prior to the date of Closure of the Offer. The withdrawal option can beexercised by submitting the document as per the instruction below, so as to reach the Registrar to the Offer at any ofthe collection centers mentioned above as per the mode of delivery indicated therein on or before February 10, 2003.

· The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed herewith.

· The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at anyof the collection centres mentioned in the Letter of Offer or above as per the mode of delivery indicated therein onor before the last date of withdrawal.

· Shareholders should enclose the following:-

For Equity Shares held in demat form:-

Beneficial owners should enclose:

- Duly signed and completed Form of Withdrawal.

- Copy of the Form of Acceptance-cum-Acknowledgement/Plain paper application submitted and the Acknowledgementslip.

- Photocopy of the delivery instruction slip in “Off-market” mode or counterfoil of the delivery instruction slip in“Off-market” mode, duly acknowledged by the DP.

For Equity Shares held in physical form:-

Registered Shareholders should enclose:


- Copy of the Form of Acceptance-cum-Acknowledgement/ Plain paper application submitted and theAcknowledgement slip.

- In case of partial withdrawal, Valid Share Transfer form(s) duly signed as transferors by all registered shareholders(in case of joint holdings) in the same order and as per specimen signatures registered with BSES and dulywitnessed at the appropriate place.

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Unregistered owners should enclose:


- Copy of the Form of Acceptance-cum-Acknowledgement /Plain paper application submitted and theAcknowledgement slip.

· The withdrawal of equity shares will be available only for the Share certificates / Shares that have been received bythe Registrar to the Offer or credited to the Special Depository Escrow Account.

· The intimation of returned shares to the Shareholders will be sent at the address as per the records of BSES /Depository as the case may be.

· The Form of Withdrawal alongwith enclosure should be sent to the Registrar to the Offer only.

· In case of partial withdrawal of equity shares tendered in physical form, if the original share certificates are requiredto be split, the same will be returned on receipt of share certificates from BSES. The facility of partial withdrawalis available only to Registered shareholders.

· Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction forreceipt of the credit in their DP account.

· In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an applicationon plain paper along with the following details:

- In case of physical shares: Name, Address, Distinctive Nos., Certificate Nos., Folio Number, Number of Sharestendered

- In case of demateralised shares: Name, Address, Number of Shares tendered, DP name, DP ID, beneficiaryaccount number and a photocopy of delivery instructions slip in “off market” mode or counterfoil of the deliveryinstruction slip in “off market” mode, duly acknowledged by the DP, in favour of the Special Depository EscrowAccount.

11. DOCUMENTS FOR INSPECTION

The following documents will be available for inspection to the shareholders of BSES at the Registered Office of RPVL,whose address is given on the cover page of this document, between 10 a.m. and 1 p.m. on all working days exceptSaturdays, Sundays and Bank Holidays till the Offer Closing Date (i.e. February 15, 2003):

1. Certificate of Incorporation, Memorandum and Articles of Association of RPVL, RIL and RIIHL

2. Certificate of Incorporation, Memorandum and Articles of Association of BSES

3. Certificate dated December 20, 2002 by Chaturvedi & Shah regarding the adequacy of financial resources withAcquirers to fulfill the Offer obligations

4. Audited accounts of BSES for last three financial years

5. Audited accounts of RPVL for last two financial years

6. Audited accounts of RIL for last three financial years

7. Audited accounts of RIIHL for last three financial years

8. Copy of documents entered into for creation of 1% cash escrow in favour of the Manager to the Offer

9. Copy of documents entered into for creation of pledge over securities in favour of the Manager to the Offer

10. Copies of Board Resolutions dated December 20, 2002 of RPVL, RIL and RIIHL for augmenting the shareholding inBSES

11. Copy of letter received from SEBI, Ref. Nos. TO/AS/595/03 dated January 9, 2003, in terms of proviso to Regulation18(2)

12. Copy of Public Announcement made on December 21, 2002, by Acquirers and PAC

13. Data from NSE containing the share price and volume

14. Copy of the documents entered into with Depository participant for opening a Special Depository Escrow Account forthe purpose of the Offer

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12. RESPONSIBILITY STATEMENT

The Boards of RPVL & RIL and RIIHL accept full responsibility for the information contained in this Letter of Offer, Form ofAcceptance and Form of Withdrawal and also for the respective obligations of Acquirers and PAC, respectively, as laiddown in the Regulations and any subsequent amendments made thereto. RPVL, RIL and RIIHL are severally and jointlyresponsible for ensuring compliance with the Regulations. All information contained in this document is as on the date of thePublic Announcement, unless stated otherwise. Mr. Rohit C. Shah, Mr. Vinod M. Ambani and Ms. Kalpana Srinivasan havebeen authorised by the Board of Directors of RPVL, RIL and RIIHL, respectively, to sign the Letter of Offer.

By the Order of the Board,ForReliance Power Ventures Limited Reliance Industries Limited Reliance Industrial Investments and

Holdings Limited

sd/- sd/- sd/-Rohit C Shah Vinod M Ambani Kalpana Srinivasan(Director) (President & Company Secretary) (Asst. Company Secretary)

Place: MumbaiDate: January 11, 2003

Attached: Form of Acceptance-cum-AcknowledgementForm of Withdrawal

27

FORM OF WITHDRAWALOFFER

Opens on January 17, 2003

Closes on February 15, 2003

Last date of withdrawal February 10, 2003To,Reliance Power Ventures Limited / Reliance Industries Limited3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, India.

Dear Sirs,

Sub : Open Offer for purchase of up to 32,281,460 paid-up equity shares of Rs. 10 each, representing up to 20% of theVoting equity capital of BSES Limited at a price of Rs. 230.10 per share of BSES Limited by Reliance Power VenturesLimited, Reliance Industries Limited (together hereinafter referred to as the “Acquirers”) and Reliance IndustrialInvestments and Holdings Limited (hereinafter referred to as the "Person Acting in Concert" or "PAC")

I/We refer to the Letter of Offer dated January 11, 2003 for acquiring the equity shares held by me/us inBSES Limited. I/We the undersigned, have read the Letter of Offer and accept unconditionally its contents including theterms and conditions and procedures as mentioned therein.

I/We have read the procedure for withdrawal of equity shares tendered by me/us in the Offer as mentioned in para 10(m)of the Letter of Offer and unconditionally agree to the terms and conditions mentioned therein.

I/We hereby consent unconditionally and irrevocably to withdraw my/our equity shares from the Offer and I/We furtherauthorise the Acquirers to return to me/us, tendered equity share certificate(s)/share(s) at my/our sole risk.

I/We note that upon withdrawal of my/our equity shares from the Offer, no claim or liability shall lie against the Acquirers/Manager to the Offer/Registrar to the Offer.

I/We note that this Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentionedin the Letter of Offer or below as per the mode of delivery indicated therein on or before the last date of withdrawal.

I/We note that the Acquirers/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss intransit of the equity shares held in physical form and also for the non-receipt of equity shares held in the dematerialisedform in the DP account due to inaccurate/incomplete particulars/instructions.

I/We also note and understand that the Acquirers shall return Original Share Certificate(s), Share Transfer Deed(s) andequity shares only on completion of verification of the documents, signatures carried out by the BSES and/ or their R & TAgents and beneficiary position data as available from the Depository from time to time, respectively.

The particulars of tendered original share certificate(s) and duly signed transfer deed(s) and wish to withdraw are detailedbelow:

Ledger Folio No._______________No. of Share Certificate(s) ___________ No. of Equity Shares _____________

Sr. No Certificate No. Distinctive Nos. No. of Equity SharesFrom To

Tendered123

Withdrawn123Total

(In case of insufficient space, please use an additional sheet and authenticate the same)

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Note: All future correspondence, if any, should be addressed to the Registrar to the Offer at thefollowing address:

Karvy Consultants Limited,Karvy House,46, Avenue 4, Street No. 1,Banjara Hills,Hyderabad 500 034India.Tel. Nos. : + 91 40 332 0666Fax No. : + 91 40 332 3058Email : [email protected]

28

I/We hold the following equity shares in dematerialised form and tendered the equity shares in the Offer and had done anoff-market transaction for crediting the Shares to the “KCL Escrow A/c - BSES Open Offer” (Special Depository EscrowAccount) as per the following particulars:

DP Name – Karvy Consultants Limited Client ID - 11770719 DP ID – IN300394

Please find enclosed a photocopy of the Depository Delivery Instruction(s) duly acknowledged by DP.

The particulars of the account from which my/our equity shares have been tendered are as detailed below:

DP Name DP ID Client ID Name of Beneficiary No. of Equity Sares

I/We note that the equity shares will be credited back only to that Depository Account, from which the equity shares havebeen tendered and necessary standing instructions have been issued in this regard.

I/We confirm that the particulars given above are true and correct.

In case of dematerialised equity shares, I/We confirm that the signatures of the beneficiary holders have been verified bythe DP as per the records maintained at their end and the same have also been duly attested by them under their seal.

Yours faithfully,

FULL NAME(S) SIGNATURE(S) VERIFIED AND ATTESTED BY US. PLEASEAFFIX THE STAMP OF DP (IN CASE OFDEMAT SHARES)/BANK (IN CASE OFPHYSICAL SHARES)

First/Sole Shareholder

Second Shareholder

Third Shareholder

Note : In case of joint holders all must sign. In case of body corporate, stamp of the company should be affixed andnecessary Board resolution should be attached.

Place: Date :

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ACKNOWLEGMENT SLIP

Folio No. Sr. No

Reliance Power Ventures Limited / Reliance Industries Limited

3rd Floor, Maker Chamber IV,

222 Nariman Point, Mumbai 400 021, India.

Received from Mr./Ms./M/s. __________________________________

_______________________________________________________

Form of Withdrawal dated ____________

Signature ofofficial and

Date of ReceiptStamp of

Collection Centre

SIGNED ANDDELIVERED

29

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION(Please send this Form with the enclosures to the Registrar to the Offer at their address given overleaf.)

FORM OF ACCEPTANCE-CUM-ACKNOWLEDGEMENTFrom:

To,

Reliance Power Ventures Limited / Reliance Industries Limited3rd Floor, Maker Chambers IV, 222 Nariman Point, Mumbai 400 021, India.

Dear Sirs,

Sub : Open Offer for purchase of up to 32,281,460 paid -up equity shares of Rs. 10 each, representing up to 20% of the Voting Capital of BSES Limitedat a price of Rs. 230.10 per equity share of BSES Limited by Reliance Power Ventures Limited and Reliance Industries Limited (togetherhereinafter referred to as the “Acquirers”) and Reliance Industrial Investments and Holdings Limited (hereinafter referred to as the "PersonActing in Concert" or "PAC")

Dear Sir,I/We refer to the Letter of Offer dated January 11, 2003 for acquiring the equity shares held by me/us in BSES Limited. I/We the undersigned, have readthe Letter of Offer and accept unconditionally its contents including the terms and conditions and procedures as mentioned therein.

For shares in Physical Form:

I/We, accept the Offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

Sr. No. Certificate No. Distinctive Nos. No. of Equity Shares

From To

1

2

3

4

5

Total

(In case the space provided is inadequate, please attach a separate sheet with details.)

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer untilthe time the Acquirer pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay thepurchase consideration only after verification of the documents and signatures.

For Shares held in Demat Form:

I/We hold shares in demat form and accept the Offer and enclose photocopy of the Delivery Instruction duly acknowledged by my/our DP in respect ofmy/our equity shares as detailed below:

DP Name DP ID Client ID No. of Equity Shares Name of Beneficiary

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Note: All future correspondence, if any, should be addressed to the Registrar to the Offer at thefollowing address:

Karvy Consultants Limited,Karvy House,46, Avenue 4, Street No. 1,Banjara Hills,Hyderabad 500 034India.Tel. Nos. : + 91 40 332 0666Fax No. : + 91 40 332 3058Email : [email protected]

OFFER

OPENS ON JANUARY 17, 2003

CLOSES ON FEBRUARY 15, 2003

30

I/We have done an off market transaction for crediting the shares to the Escrow Account opened with NSDL named “KCL Escrow A/c -BSES Open Offer” (the “Special Depository Escrow Account”) with the following particulars:

Depository Participant Name: Karvy Consultants Limited Client ID No.: 11770719 DP ID No.: IN300394

Shareholders whose shares are held in beneficiary Account with CDSL have to use an inter–depository delivery instruction slip for thepurpose of crediting their shares in favour of the Special Depository Escrow Account with NSDL.

I/We note and understand that the Shares would lie in the Special Depository Escrow Account until the time the Acquirer makes payment ofthe purchase consideration as mentioned in the Letter of Offer.

For NRIs/OCBs/FIIs/Foreign Shareholders:I/We have enclosed the following documents:

· No Objection Certificate / Tax Clearance Certificate from Income Tax Authorities.

· Previous RBI approvals for holding the shares of BSES Limited hereby tendered in the Offer.

I/We confirm that the equity shares of BSES Limited which are being tendered here with by me/us under this Offer, are free from liens,charges and encumbrances of any kind whatsoever.

I/We authorise the Acquirer to accept the shares so offered which it may decide to accept in consultation with the Manager to the Offer andin terms of the Letter of Offer and I/We further authorise the Acquirer to return to me/us, equity shares/share certificate(s) in respect ofwhich the Offer is not found valid / not accepted without specifying the reasons thereof.

I/We authorise the Acquirer or the Manager to the Offer to send by registered post, the draft/cheque in settlement of the amount, to thesole / first holder at the address mentioned below.

Yours faithfully,

Signed and Delivered:

FULL NAME(S) SIGNATURE(S)

First/Sole Shareholder

Second Shareholder

Third Shareholder

Fourth Shareholder

Address of First/Sole Shareholder_________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________

Place: Date :Note: In case of joint holdings, all shareholders must sign. A corporation must affix its common seal.

So as to avoid fraudulent encashment in transit, the shareholder(s) holding equity shares in physical form should provide details of bankaccount of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. For equity shares that aretendered in electronic form, the Bank account as obtained from the beneficiary position download provided by the depositories will beconsidered and the cheque or demand draft will be issued with the said Bank particulars.

Name of the Bank ________________________________________Branch (Address)__________________________________________________

Account Number __________________________________________________Savings/Current/Others (please specify) _____________________

ACKNOWLEGMENT SLIP

Folio No. Sr. No

Reliance Power Ventures Limited / Reliance Industries Limited

3rd Floor, Maker Chamber IV,

222 Nariman Point, Mumbai 400 021,India.

Receivedfrom Mr./Ms./M/s.__________________________________________________________________

Address __________________________________________________

_________________________________________________________

Form of Acceptance-cum-Acknowledgement,

# ___________ Number of Share Certificates for ___________equity shares/

# copy of Delivery instruction to (DP) for _________________equity shares

# Delete whatsoever is not applicable.

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Signature ofofficial and

Date of ReceiptStamp of

Collection Centre

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If undelivered, please return to:

Karvy Consultants Limited,Karvy House,46, Avenue 4, Street No. 1,Banjara Hills,Hyderabad 500 034.IndiaTel. Nos. : +91 40 332 0666Fax No. : +91 40 332 3058Email : [email protected]

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