Venture Capital & Corporate Investments Private Limited

Address: 12-10-167, Bharatnagar, Hyderabad - 500 018

Tel: +91 040 23818475 / 23818476 / 23868257
Fax: +91 040 23868024 | Email: info@vccilindia.com

Dear Shareholder,

Re: Invitation to sell your shares in Matrix Laboratories Limited (Company)

As you are aware, trading in the equity shares of the Company (Shares) has been discontinued with
effect from August 14, 2009 and the Company has been delisted from the Bombay Stock Exchange Limited
and the National Stock Exchange of India Limited (collectively the Exchanges) with effect from August 21,
2009 in accordance with the erstwhile Securities and Exchange Board of India (Delisting of Securities)
Guidelines, 2003 (Delisting Guidelines).

The exit period in accordance with the Delisting Guidelines closed on February 20, 2010.

From the register of members of the Company, it appears that you are one of the shareholders of the
Company and hold Shares in the Company:

The Shares, having been delisted from the Exchanges, are now illiquid. However, the Company has been
receiving a number of requests from shareholders to provide an exit opportunity to them.

Therefore, with a view to providing the remaining shareholders of the Company an opportunity to exit, MP
Laboratories (Mauritius) Ltd (Acquirer) voluntarily proposes to purchase the Shares from the remaining
shareholders at a price of Rs. 211/- per Share, being the price at which the Shares were purchased by the
Acquirer in the offer that was made under the Delisting Guidelines.

We, Venture Capital & Corporate Investments Private Limited (Registrar), have been appointed by the
Acquirer as the registrar for the procedure to be adopted to acquire the Shares tendered by you and the other
remaining shareholders of the Company pursuant to this communication. To enable you to offer the Shares
held by you to the Acquirer, we enclose the following:

a) Instructions to shareholders;

b) Shareholder Offer Letter;

c) Blank share transfer form (for use where the shareholder holds shares in physical form); and

d) Consent letter of shareholder.

This invitation to offer your Shares is for your benefit and will remain open only until April 27, 2011.
Please note that there is no assurance that this invitation will continue beyond the above date. We
therefore urge you to offer your Shares to the Acquirer before the abovementioned date.

1
Please contact Mr. E.S.K. Prasad, Chief Executive of the Registrar as per the contact details mentioned below
in case of any clarification that you may require regarding the procedure for offering your Shares to the
Acquirer:

Mr. E. S.K. Prasad

Chief Executive
Sub: Offer for shares of Matrix Laboratories Limited
Venture Capital & Corporate Investments Private Limited
Address: 12-10-167, Bharatnagar, Hyderabad - 500 018
Tel: +91 040 23818475 / 23818476 / 23868257
Fax: +91 040 23868024 | Email: info@vccilindia.com

Yours faithfully,
For and on behalf of Venture Capital & Corporate Investments Private Limited

Authorized Signatory

Date: November 1, 2010

Enclosed: as above

2
 INSTRUCTIONS TO SHAREHOLDERS
FOR
TENDERING EQUITY SHARES
OF
MATRIX LABORATORIES LIMITED
To tender equity shares (Shares) of Matrix Laboratories Limited (Matrix/Company) to MP Laboratories (Mauritius) Ltd
(Acquirer), please follow the process outlined below.
Please note that the invitation to offer your Shares is scheduled to remain open only until April 27, 2011. Please
note that there is no assurance that this invitation will continue beyond the above date.
If you require any assistance regarding the procedure for offering your shares to the Acquirer, please contact Mr. E. S.K.
Prasad, Chief Executive of Venture Capital & Corporate Investments Private Limited (the Registrar) whose contact
details are mentioned below:
Mr. E. S.K. Prasad
Chief Executive
Sub: Offer for shares of Matrix Laboratories Limited
Venture Capital & Corporate Investments Private Limited
Address: 12-10-167, Bharatnagar, Hyderabad - 500 018
Tel: +91 040 23818475 / 23818476 / 23868257
Fax: +91 040 23868024
Email: info@vccilindia.com

INSTRUCTIONS
1. APPLICABLE TO ALL SHAREHOLDERS:
1.1. Please carefully read:
(i) the instructions (Instructions) given in this document and the Shareholder Offer Letter (Offer
Letter); and
(ii) the representations, declarations, warranties, acknowledgements and authorisations contained in
the Offer Letter.
1.2. Please complete and sign the enclosed Offer Letter in accordance with the Instructions. Please ensure that
all the information requested in the Offer Letter and the Instructions are provided.
1.3. Please sign the enclosed selling shareholder’s consent letter and attach the same to the Offer Letter.
2. APPLICABLE ONLY TO INDIAN RESIDENT SHAREHOLDERS
In addition to the instructions contained in paragraph 1 above:
2.1. If holding Shares in dematerialised form:
i. You must transfer your Shares from your depository account to the following depository account
(Demat Account) by delivering a Delivery Instruction Slip (DIS) to your depository participant
(DP):
Depository NSDL
Depository Participant Zen Securities Limited
DP Identification Number IN302863
Client Identification Number 10300778
Beneficiary MP Laboratories (Mauritius) Ltd
ISIN number INE604D01023

3
 ii. A photocopy of the counterfoil of the abovementioned DIS submitted to your DP, duly acknowledged
by your DP, should be attached to the Offer Letter.
iii. If you hold Shares through Central Depository Services (India) Limited (CDSL), please also execute
an inter-depository delivery instruction and deliver it to your DP.
2.2. If holding Shares in physical form:
i. Please enclose with the Offer Letter the original share certificate(s) and valid share transfer form(s)
duly signed by the registered shareholder (or, in the case of joint holdings, all registered shareholders)
as transferor(s) in accordance with the specimen signatures registered with the Company and duly
witnessed.
ii. Where applicable, please ensure that you have enclosed a duly attested power of attorney or, in
case any shareholder has expired, a notarised certified true copy of a death certificate and succession
certificate / legal heirship certificate as may be applicable.
iii. Please ensure that you have enclosed a certified true copy of relevant resolution of the board of
directors / authorisation (in case of a body corporate).
3. APPLICABLE ONLY TO NON-RESIDENT INDIAN (NRIs) AND OVERSEAS CORPORATE BODIES (OCBs)
SHAREHOLDERS
3.1. MP Laboratories had applied to the Reserve Bank of India (RBI) seeking its approval for acquiring Shares
of Matrix from the NRI shareholders of the Company. RBI has by its letter dated October 28, 2010 (RBI
Letter) conveyed its no-objection to the proposed acquisition of Shares from the NRI shareholders of the
Company by MP Laboratories at a price of Rs. 211/- per share in terms of Regulation 3 of Notification No.
FEMA 20/2000-RBI dated May 3, 2000 subject to the following conditions:
a. If Shares are tendered by shareholders which are erstwhile OCBs, then the Company may approach
RBI for specific prior approval with full details of the OCB;
b. If Shares are tendered by NRI shareholders which are held by them on non-repatriation basis, then
the Company may approach RBI for specific prior approval.
c. The proposed transfer of shares shall be treated as happening under private arrangement and
reporting norms as prescribed in terms of A.P. (DIR Series) Circular No. 16 dated October 4, 2004
read with A.P. (DIR Series) Circular No. 63 dated April 22, 2009 shall be adhered to.
In addition to the instructions in paragraph 3.1. above
FOR NRI SHAREHOLDERS
3.2. If holding shares in dematerialised form:
a) On repatriation basis:
(i) Please send the duly completed Offer Letter to the Registrar.
(ii) Please transfer your Shares from your depository account to the Demat Account of the
Acquirer mentioned at paragraph 2.1 above by delivering a DIS to your DP and complying
with the requirements of paragraph 2.1.
b) On non-repatriation basis:
(i) You must first send only the duly completed Offer Letter to the Registrar.

1
Being a foreign company that was regarded as an 'overseas corporate body' under Indian foreign investment laws (broadly, a non-Indian
corporate with at least 60% NRI shareholding) prior to 3 October 2003.

4
 (ii) Upon receipt of specific prior approval of RBI for shares tendered by NRI shareholders and
which are held on non-repatriation basis, you will have to transfer your Shares from your
depository account to the Demat Account of the Acquirer mentioned at paragraph 2.1 above
by delivering a DIS to their DP and complying with the requirements of paragraph 2.1 and
you must send any further documentation that may be required pursuant to the specific
prior approval of RBI.
3.3. If holding shares in physical form:
a) On repatriation basis:
You must send the duly completed Offer Letter and the documents mentioned in paragraph 2.2 as
applicable to the Registrar.
b) On non-repatriation basis:
(i) You must first send the duly completed Offer Letter and the documents mentioned in paragraph
2.2 as applicable to the Registrar which will be held by the Registrar till the receipt of the
specific prior approval of RBI for shares tendered by NRI shareholders holding them on non-
repatriation basis.
(ii) You must send any further documentation that maybe required pursuant to the specific
prior approval of RBI.
FOR OCB SHAREHOLDERS
3.4. If holding shares in dematerialised form:
(i) You must first send only the duly completed Offer Letter to the Registrar.
(ii) Upon receipt of specific prior approval of RBI for shares tendered by OCB shareholders, you will
have to transfer your Shares from your depository account to the Demat Account of the Acquirer
mentioned at paragraph 2.1 above by delivering a DIS to your DP and complying with the requirements
of paragraph 2.1 and you must send any further documentation that may be required pursuant to
the specific prior approval of RBI.
3.5. If holding shares in physical form:
(i) You must first send the duly completed Offer Letter and the documents mentioned in paragraph 2.2
as applicable to the Registrar which will be held by the Registrar till the receipt of the specific prior
approval of RBI for shares tendered by OCB shareholder.
(ii) You must send any further documentation that maybe required pursuant to the specific prior
approval of RBI.
4. APPLICABLE ONLY TO NON-RESIDENT SHAREHOLDERS (OTHER THAN NRIs AND OCBs)
In addition to the instructions contained in paragraph 1 above
4.1. If holding shares in demat form: Please follow steps outlined in paragraph 2.1 above.
4.2. If holding shares in physical form: Please follow steps outlined in paragraph 2.2 above.
5. APPLICABLE TO ALL NON-RESIDENT SHAREHOLDERS (INCLUDING NRIs AND OCBs)
5.1. As per the provisions of Section 195(1) of the Income Tax Act, 1961 (IT Act) any person responsible for
paying to a non-resident any sum chargeable to tax is required to deduct tax at source (including surcharge
and education cess, as applicable). Since the consideration payable under the invitation to tender the
Shares would be chargeable as capital gains under Section 45 of the IT Act or as business profits as the

5
 case may be, Acquirer will need to deduct tax at source (including surcharge and education cess) at the
applicable tax rate on the gross consideration payable to the following categories of Shareholders, as
given below:
5.2. NRIs:
The Acquirer will deduct tax at source at the rate of 30% on the gross proceeds in case of short-term
capital gains or business profits, and at the rate of 20% on the gross proceeds in case of long-term capital
gains. However, where the Shares have been acquired/purchased with or subscribed to in convertible
foreign exchange and the Shareholder produces necessary evidence to this effect and certifies himself as
having not opted out of Chapter XII-A of the IT Act, then the tax will be deducted at the rate of 10% on
the gross proceeds in case of long-term capital gains.
– The aforesaid amount of tax inclusive of surcharge where applicable, will be further increased by an
education cess of 3%.
– NRIs should certify their residential status in the Offer Letter along with the fact whether the
Shares are held by them on investment/capital account or on trade account and whether the
investment is held as long-term capital asset or short-term capital asset (with appropriate evidences).
If any NRI fails to certify the details as required in the Offer Letter, then the Acquirer will deduct
tax at the rate applicable to business income. Decision of the Acquirer in this regard will be final
and binding.
– NRIs should provide Indian Permanent Account Number (PAN) in the Offer Letter. In the event any
NRI fails to provide PAN, tax would be deducted as per provisions of Section 206AA of the IT Act.
– In the event any NRI requires the Acquirer not to deduct tax or to deduct tax at a lower rate or on
a lower amount, the NRI would need to obtain a certificate from the Income Tax Authorities either
under Section 195(3) or under Section 197 of the IT Act as applicable, and submit the same to the
Acquirer. In the absence of any such certificate from the Income Tax Authorities, the Acquirer shall
deduct tax as aforesaid.
5.3. Non-domestic companies (NDC)2:
– The Acquirer will deduct tax at source at the rate of 40% on the gross proceeds in the case of short-
term capital gains or business profits, and at the rate of 20% on the gross proceeds in case of long-
term capital gains.
– In the event that the aforesaid amount of gross proceeds exceeds Rs.10,000,000/- the aforesaid
rate will be increased by a surcharge of 2.5% of the tax sum. The aforesaid amount of tax inclusive
of surcharge where applicable, will be further increased by an education cess of 3%.
– NDC should certify their residential status in the Offer Letter along with the fact whether the
Shares are held by them on investment/ capital account or on trade account and whether the
investment is held as long-term capital asset or short-term capital asset (with appropriate evidences).
If any NDC fails to certify the details in the Offer Letter, then the Acquirer will deduct tax at
the rate applicable to business income. Decision of the Acquirer in this regard will be final and
binding.
– NDCs should provide Indian PAN in the Offer Letter. In the event any NDC fails to provide PAN, tax
would be deducted as per provisions of Section 206AA of the IT Act.
– In the event the NDC requires the Acquirer not to deduct tax or to deduct tax at a lower rate or on
a lower amount, the NDC would need to obtain a certificate from the Income Tax Authorities either
under Section 195(3) or under Section 197 of the IT Act as applicable, and submit the same to

2
Any company incorporated outside India

6
 Acquirer. In the absence of any such certificate from the Income Tax Authorities, the Acquirer shall
deduct tax as aforesaid.
5.4. Foreign Institutional Investors (FII):
– As per the provisions of Section 196D(2) of the IT Act, no deduction of tax at source shall be made
from any income by way of capital gains arising from the transfer of the Shares, payable to a FII.
– If the Shares are held on trade account or if the FII fails to certify in the Offer Letter that the
Shares are held by it on investment/ capital account, then the Acquirer will deduct tax at source
from the gross proceeds at the rate of 42.23% (tax rate of 40% plus surcharge of 2.5% and
education cess of 3% on tax and surcharge) in case of a corporate FII Shareholder to whom
payment to be made exceeds Rs. 10,000,000/-; 41.2% (tax rate of 40% plus education cess of 3%
thereon) in case of corporate FII Shareholder to whom payment to be made does not exceed
Rs. 10,000,000/-; 33.99% (tax rate of 30% plus surcharge of 10% and education cess of 3 % on
tax and surcharge) in case of individual or trust FII Shareholder to whom the payment to be made
exceeds Rs. 1,000,000; or 30.90% (tax rate of 30% plus education cess of 3% thereon) in case of
individual or trust FII Shareholder to whom the payment to be made does not exceed Rs 1,000,000/-.
– FIIs should certify their residential status with appropriate evidence in the Offer Letter along with
the fact whether the Shares are held by them on investment / capital account or on trade account.
FIIs should also enclose a copy of their SEBI registration certificate.
5.5. Other persons who are not resident in India (NR):
– The Acquirer will deduct tax at source at the rate of 30% on the gross proceeds in the case of short-
term capital gains or business profits, and at the rate of 20% on the gross proceeds in the case of
long-term capital gains.
– The aforesaid amount of tax will be further increased by an education cess of 3%.
– NRs should certify their residential status in the Offer Letter along with the fact whether the Shares
are held by them on investment/capital account or on trade account and whether the investment
is held as long-term capital asset or short-term capital asset (with appropriate evidences). If any
NR fails to certify the details as required in the Offer Letter, then the Acquirer will deduct tax at the
rate applicable to business income. Decision of the Acquirer in this regard will be final and binding.
– NRs should provide Indian PAN in the Offer Letter. In the event any NR fails to provide PAN, tax
would be deducted as per provisions of section 206AA of the IT Act.
– In the event the NR requires the Acquirer not to deduct tax or to deduct tax at a lower rate or on
a lower amount, the NR would need to obtain a certificate from the Income Tax Authorities either
under Section 195(3) or under Section 197 of the IT Act as applicable and submit the same to the
Acquirer. In the absence of any such certificate from the Income Tax Authorities, the Acquirer shall
deduct tax as aforesaid.
5.6. Please certify whether the Shares are held on investment / capital account or on trade account. In case,
the Shares are held on investment /capital account, please certify whether these are held as long term
asset (shares held for more than 12 months) or short term asset (shares held for 12 months or less).
Shareholders are also advised to consult their tax advisors for the treatment that may be given by their
respective assessing officers in their case, and the appropriate course of action that they should take.
5.7. Please also enclose with the Offer Letter a copy of the original permission and any amendments for
acquisition of Shares which you received from RBI / Foreign Investment Promotion Board (FIPB), failing
which your offer to tender the Shares may not be accepted by the Acquirer. In case non-resident shareholders
wish to avail of the benefits under any Double Taxation Avoidance Agreement (DTAA) entered into between
India and their country of residence, they should provide a copy of a valid tax residence certificate and
confirm that they do not have a “permanent establishment” in India in terms of the relevant DTAA.

7
 5.8. Please note that, in accordance with the advice received by the Acquirer from its tax advisers, the Acquirer
shall remit to each selling shareholder the net sale price after deducting the applicable withholding tax as
per the certificates attached by the shareholder or otherwise at the maximum marginal rate as applicable
to the relevant category of shareholder on the entire amount payable to such shareholder.
5.9. In case you have acquired the Shares on repatriable basis then the selling shareholder must obtain and
enclose a letter from his/her/their authorised dealer/bank confirming that at the time of acquisition of
such Shares, payment for the same was made by the shareholder from the appropriate account as specified
by RBI in its approval.
5.10. If you are not in a position to produce the letter referred to in paragraph 5.9 then his/her/their Shares
will be deemed to have been acquired on a non-repatriable basis and in such a case the process for Shares
held on non-repatriation basis will be required to be followed.
5.11. Please enclose copies of any and all other statutory/legal/corporate approvals as may be applicable.
5.12. Please enclose a certified true copy of the order, if any, issued by tax authorities specifying non deduction
of tax at source or deduction at lower rate.
5.13. If the sale price is being paid into a non-Indian bank account, it will be paid in a currency other than
Indian Rupees as may be determined by the Acquirer. The conversion rate that will be applied to the sale
price of Indian Rupees 211 shall be at the rate prevalent at the time of remittance.
6. APPLICABLE TO ALL SHAREHOLDERS
6.1. If the space provided in the Offer Letter is inadequate please attach a separate continuation sheet. Please
write “NA” in those boxes which are not applicable to you.
6.2. Please note that for fund transfer in electronic mode, the transfer would be done at the Shareholder’s risk
based on the data provided by the shareholder in the Offer Letter.
6.3. Shareholders must send the Offer Letter and the necessary enclosures to the Registrar, so as to reach them
at the earliest and, in any event before April 27, 2011. The completed and signed Offer Letter and
enclosures must be delivered by hand or sent by registered post / courier (at the shareholders’ own cost
and risk) with the envelope marked “MATRIX LABORATORIES LIMITED” to the Registrar at the following
address:

Venture Capital & Corporate Investments Private Limited

Address: 12-10-167, Bharatnagar, Hyderabad - 500 018
Tel: +91 040 23818475 / 23818476 / 23868257
Fax: +91 040 23868024
Email: info@vccilindia.com
Contact Person: Mr. E.S.K. Prasad, Chief Executive

8
 SHAREHOLDER OFFER LETTER
To
MP Laboratories (Mauritius) Ltd
C/o Venture Capital & Corporate Investments Private Limited
12-10-167, Bharatnagar
Hyderabad – 500 018
Date:
Box 1: Shareholder’s details (Please use CAPITAL LETTERS)
Box 1.1 Sole/First Holder/Other Holders
Name of Sole/First
PAN
Holder

Address

Telephone No.
E-mail Fax No.
2nd Joint Holder PAN
3rd Joint Holder PAN

Box 1.2: Type of Shareholder (Tick as appropriate)

Resident Hindu Undivided Banks & Financial Mutual Fund
Individual(s) Family (HUF) Institutions
NRI (non- NRI FII
Domestic Company
repatriable) (repatriable)
Indian Venture Foreign Venture Others
Non Domestic Capital Capital Fund (pleas specify)
Company
Overseas Corporate Sovereign Wealth –––– ––––
Bodies* Fund
*A non-Indian corporate with at least 60% NRI shareholding prior to 3 October 2003

Box 1.3: Date and place of incorporation (applicable in case of other than individuals)

Date Place of Incorporation

Box 2A: Details of Shares held in dematerialised form

I/We hereby irrevocably offer to sell to MP Laboratories (Mauritius) Ltd (Acquirer), a company registered under the laws
of the Republic of Mauritius with its registered office at 10th Floor, Raffles Tower, 19, Cyber City, Ebene, Republic of
Mauritius the number of equity shares (Shares) of Matrix Laboratories Limited (Matrix), a company incorporated under
the laws of India with its registered office at 1-1-151/1, IV Floor, Sai Ram Towers, Alexander Road, Secunderabad-
500003, specified below at a price of Rs.211/- per Share.

9
Number of dematerialised Shares:

The details of my/our depository account and my/our depository participant are as follows:

Depository Participant’s Name

DP ID Client ID Beneficiary Account Name NSDL

CDSL

Box 2B: Depository Instruction Slip

IN CASE OF RESIDENT, NON-RESIDENT AND NON-RESIDENT INDIAN (NRI) HOLDING ON REPATRIATION BASIS (Other than
NRI holding on non-repatriation basis & Overseas Corporate Bodies) SHAREHOLDERS
I/We confirm that I/we have enclosed a photocopy/counterfoil of my/our duly acknowledged delivery instruction slip
(DIS) to my/our depository participant, for crediting my/our Shares to the demat account of the Acquirer (Demat
Account) detailed below:
Depository National Securities Depository Limited (NSDL)
Account Name MP Laboratories (Mauritius) Ltd.
Name of the Depository Participant Zen Securities Limited
Depository Identification Number IN302863
Client Identification Number 10300778
Beneficiary MP Laboratories (Mauritius) Ltd.
ISIN Number of the Scrip INE604D01023

IN CASE OF NRIs HOLDING SHARES ON NON-REPATRIATION BASIS AND OCBs

I/We confirm that upon receipt of intimation of approval of the Reserve Bank of India (RBI) I/we will submit my/our
original DIS to my/our depository participant and a photocopy/counterfoil of my/our duly acknowledged DIS to you,
crediting my/our Shares to the Demat Account detailed above.

Box 3: Details of Shares held in physical form

Folio No: ______________________________________

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

1.
2.
3.
4.
5.

10
Box 4: Bank account details
I agree that the consideration shall be paid through electronic mode – RTGS/ NEFT/ ECS- or by cheque or demand draft
at the discretion of the Acquirer as under:
Name of the First/Sole holder’s bank
Name of the Branch
City
Bank Account No.
Saving/Current/Others (Please specify)
IFSC Code (In case funds to be
received electronically)
9 digit MICR Code

Details for RTGS/NEFT

In addition to the above bank details, if RTGS / NEFT are opted for, please note the following details:
Payment through RTGS (Yes / No):
________________________________________________________________________________________________
Payment through NEFT (Yes / No):
_______________________________________________________________________________________________________
IFSC Code of the branch where account is maintained:
________________________________________________________________________________________________

Box 5: Tax Certification (Non-Resident including FII, NRI and OCB Shareholders)

I / We certify that the Shares referred to in Box 2B/Box 3 (as applicable) of this Shareholder Offer Letter are held :

On Investment/Capital Account On Trade Account

I / We certify that the tax deduction on the Shares referred to in Box 2B/Box 3 (as applicable) of this Shareholder Offer
Letter is to be deducted on account of:

Short Term Gains Long Term Gains Business Profits

I / We enclose order from Income-Tax authorities specifying:

Non-deduction of tax at source Deduction at lower rate

11
Box 6: Declaration (NRI Shareholders only)
I certify that:
I have not opted out of Chapter XII-A of the Income Tax Act, 1961

I have opted out of Chapter XII-A of the Income Tax Act, 1961

Representations, Warranties, Declarations, Acknowledgements and authorisations

1. I/We hereby irrevocably make each of the representations, warranties, declarations, acknowledgements and the
authorisations set out below:
1.1. the Shares are irrevocably tendered herewith and are free from liens, charges and encumbrances of any
kind whatsoever;
1.2. i/we have full power and the right to sell and transfer full legal title and beneficial ownership of the
Shares;
1.3. in respect of the Shares tendered in physical form, original share certificate(s) and signed transfer deed(s)
will be held in trust for the Acquirer by Venture Capital & Corporate Investments Private Limited (Registrar),
until such time as the consideration payable has been dispatched to the shareholder or if the offer to
tender is not valid or not accepted for any reason, until such time as the Shares are returned to the
shareholder;
1.4. the Acquirer and the Registrar shall not be liable for any delay/ loss in transit resulting in delayed receipt/
non-receipt by the Registrar of the Shareholder Offer Letter (Offer Letter) along with relevant enclosures
or for the failure to deposit the dematerialised Shares in the Demat Account due to inaccurate/incomplete
particulars/instructions on part of the shareholder, or for any other reason;
1.5. the Acquirer, the Registrar or any person authorised by the Acquirer or the Registrar may send by registered
post/UCP/electronically, at Shareholder’s risk, the cheque/demand draft/electronic fund transfer, in full
and final settlement of the amount due to the Shareholder, and/or other documents or papers or
correspondence to the sole/first holder at the relevant address mentioned below subject to deduction of
tax at source;
1.6. the signature on the DIS has been duly verified and attested by my/our depository participant as evidenced
by my/our depository participant’s stamp of acknowledgement;
1.7. this Offer Letter is subject to all applicable regulatory and government approvals and the Acquirer reserves
the right not to proceed with the acquisition in the event that such approvals, if any, are not obtained;
1.8. i/we have enclosed with this Offer Letter a copy of the earlier permissions received from the RBI and FIPB
and additional consents and confirmations, and if such permission is not enclosed with this Offer Letter,
the Acquirer may treat the offer as invalid (Applicable Only For The Non-Resident Shareholders);
1.9. i/we have also enclosed with this Offer Letter the relevant certificates and if such certificate is not
enclosed with this Offer Letter then the Acquirer will be entitled to deduct tax at the maximum marginal
rate as may be applicable to the relevant category of shareholder on the entire consideration amount
payable to such Shareholder (Applicable Only For The Non-Resident Shareholders);
1.10. in case of demat Shares, if the number of Shares mentioned in this Offer Letter is inconsistent with the
number of Shares deposited into the Demat Account, pursuant to the Shareholder’s instruction to his/her
depository participant, the number of Shares set out in the DIS will be deemed to be the number of Shares
tendered by me/us;

12
 1.11. consent to you deducting tax at source on the basis of documents submitted by me/us and on the basis
of tax advice received by you from your tax advisor (Applicable Only For The Non-Resident Shareholders);
1.12. i/ we are responsible for tax payable by me/us and indemnify you for withholding tax at a rate which is
less than the rate at which the tax should have been withheld by you while making payment to me/us and
agree to be held liable for the same and make up for such deficit amount of the withholding tax (Applicable
Only For The Non-Resident Shareholders);
1.13. in case of physical Shares, if the details given in this Offer Letter are inconsistent with any of the original
share certificate(s) or share transfer deed enclosed with this Offer Letter, the original share certificate(s)
and share transfer deed will be deemed to state the correct details of the Shares which are tendered by
me/us;
1.14. in case of NRI Shareholders holding Shares on non-repatriation basis and OCB shareholders, the Acquirer
shall approach the RBI for specific prior approval to acquire the Shares giving details of the NRIs and OCBs
and transfer of such Shares will happen only upon receipt of the specific approval of RBI and subject to
the conditions stated therein (Applicable Only for the NRI Shareholders holding Shares on non-
repatriation basis);
1.15. the particulars given above are true and correct; and
1.16. all disputes shall be subject to exclusive jurisdiction of the courts in Hyderabad, India.

Box 7: Signatures

PLEASE SIGN IN THE SPACE PROVIDED BELOW

I/We irrevocably offer to tender the number of Shares set out or deemed to be set out above in accordance with and
subject to the terms and conditions and irrevocable representations, warranties, declarations and acknowledgements
and authorisations contained herein.

Name Signature

Sole/First holder

2nd holder

3rd holder

Place: Date:

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CHECKLIST
Have you:
In case of Indian Resident Shareholders:

Please ()
1. Read and complied with clauses 1, 2 and 6 of the Instructions

2. Completed box 1, boxes 2A, 2B & 3 (as may be applicable), box 4 and
box 7 of this Offer Letter

3. Enclosed the following as may be applicable :

a. DIS;

b. original share certificates;

c. duly filled in and signed and witnessed share transfer form; and

d. other enclosures/details as applicable and as specified in

clauses 1 and 2 of Instructions

4. Enclosed the selling shareholder consent letter

If so, please submit your Offer Letter to the Registrar in accordance with the instructions.

In case of Non-Resident Indian (NRIs) and Overseas Corporate Bodies (OCBs) Shareholders:

Please ()
1. Read and complied with clauses 1, 3, 5 and 6 of the Instructions

2. Completed box 1, boxes 2A, 2B & 3 (as may be applicable), boxes 4 to 6

(as may be applicable) and box 7

3. Enclosed the following as may be applicable :

a. DIS;

b. original share certificates;

c. duly filled in, signed and witnessed share transfer form;

d. other enclosures/details as applicable and as specified in

clauses 1, 3 and 5 of Instructions

4. Enclosed the selling shareholder consent letter

If so, please submit your Offer Letter to the Registrar in accordance with the instructions.

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In case of Non-Resident Shareholders (other than NRIs and OCBs):

Please ()
1. Read and complied with clauses 1, 4, 5 and 6 of the Instructions

2. Completed box 1, boxes 2A, 2B & 3 (as may be applicable),

box 4, box 5 and box 7

3. Enclosed the following as may be applicable

a. DIS;

b. original share certificates;

c. duly filled in and signed and witnessed share transfer form; and

d. other enclosures/details as applicable and as specified in clauses

1, 4 and 5 of Instructions

4. Enclosed the selling shareholder consent letter

If so, please submit your Offer Letter to the Registrar in accordance with the instructions.

Tear along this line

ACKNOWLEDGEMENT SLIP
MATRIX LABORATORIES LIMITED EXIT OFFER

Received from Mr/Ms. _________________________________________________ having Folio No./DP ID & Client ID

_____________________________________ Shareholder Offer Letter offering_______________________________
share(s) of Matrix Laboratories Limited to the Acquirer at the price of Rs. 211 per share, together with  photocopy/
counterfoil of the delivery instruction slip and other documents, for shares held in demat form; or  share certificate(s)
with signed share transfer forms, for shares held in physical form.

Signature of Official: Date of Receipt:

15
 Selling shareholder's Consent Letter

TO WHOMSOEVER IT MAY CONCERN

Date:
Dear Sir,
Re: Sale of fully paid-up equity shares of Rs. 2/- each (Shares) of Matrix Laboratories Limited (Company) at a
price of Rs.211/- per Share to MP Laboratories (Mauritius) Ltd a non-resident company

I/We, the Seller(s) named below, hereby consent to the following transaction:

1. Number of shares to be sold and transferred:

Name of seller Number of Shares Total consideration Name of buyer

Seller No. 1: MP
Seller No. 2: Laboratories
Seller No.3: (Mauritius) Ltd

2. Name of Investee Company: Matrix Laboratories Limited

3. Price at which shares are being transferred: Rs. 211/- per Share.

We confirm that the total consideration mentioned above will be subject to deduction of withholding tax/tax deductible
at source under the Income Tax Act, 1961 as may be applicable.

Yours faithfully,
1. Name: (Seller No. 1/First/Sole Shareholder)
Address:
Signature:

2. Name: (Seller No. 2/Second Shareholder)

Address:
Signature:

3. Name: (Seller No. 3/Third Shareholder)

Address:
Signature:

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