Bombay Stock Exchange Limited Mr. Hiroshi Harunari Nil Nil Month High Price Date & No of Low Price Date & No of Average Volume Mr. Tetsuro Aikawa Nil Nil (Rs.) shares traded (Rs.) shares traded Closing (Total number Mr. Mitsuo Hashimoto Nil Nil on the day of on the day of Price (Rs.) of equity high price low price shares traded) Mr. Kazuyuki Kikuchi Nil Nil May 2008 461.15 27/05/2008 274.75 02/05/2008 319.77 2,470,156 Mr. Shuichi Aoto Nil Nil EICHER MOTORS LIMITED 1,290,281 48434 Mr. Osamu Matsumoto Nil Nil Registered Office: Eicher House, 12 Commercial Complex, Greater Kailash – II (Masjid Moth), June 2008 315.80 02/06/2008 255.00 09/06/2008 281.76 614,499 Mr. Seiichi Ota Nil Nil New Delhi 110048, India; Telephone: +91 11 41437600; Fax No. +91 11 41437702; Website: www.eicherworld.com; 79,640 25980 Email: [email protected]; Contact Person: Rajesh Arora, Company Secretary & Compliance Officer Mr. Hiroshi Kuroda Nil Nil July 2008 300.00 24/07/2008 231.70 21/07/2008 253.97 298,033 Mr. Mikio Sasaki Nil Nil 106,620 3414 Mr. Hidetoshi Yajima Nil Nil PUBLIC ANNOUNCEMENT August 2008 299.00 20/08/2008 250.00 13/08/2008 274.59 126,146 FOR THE ATTENTION OF THE SHAREHOLDERS/BENEFICIAL OWNERS 4,559 2275 Directors of the Company OF THE EQUITY SHARES OF COMPANY September 2008 289.00 12/09/2008 237.00 29/09/2008 269.74 72,316 Mr. S. Sandilya 15,064 0.05 3,823 8908 Mr. Priya Brat Nil Nil This Public Notice cum Public Announcement (“Announcement”) is made in compliance October 2008 262.90 01/10/2008 135.25 27/10/2008 194.93 286,573 Mr. M.J. Subbaiah Nil Nil with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 697 3762 1998, as amended. Mr. Prateek Jalan Nil Nil November, 2008 239.55 03/11/2008 210.00 12/11/2008 222.55 79,879 Total 1,50,92,872 53.72 OFFER FOR BUY-BACK OF EQUITY SHARES FROM THE EXISTING SHAREHOLDERS ON A 29,592 10138 PROPORTIONATE BASIS THROUGH TENDER OFFER ROUTE National Stock Exchange of India Limited * Mr. Siddhartha Lal is also the Director of EIPL and the Company. ** Ms. Simran Lal and Ms. Tara Lal are also the Directors of the EIPL. 1. THE OFFER AND BUY-BACK PRICE Month High Price Date & No of Low Price Date & No of Average Volume 9. As required under the Act, the ratio of the debt owed by the Company would not be more that twice the Share Capital (Rs.) shares traded (Rs.) shares traded Closing (Total number 1.1. Eicher Motors Ltd (the “Company” or “EML”) hereby announces the Buy-back of up to 14,08,969 fully paid-up equity and Free Reserves after the Buy-back. on the day of on the day of Price (Rs.) of equity 10. As per the provisions of the Act, the Special Resolution passed by the shareholders approving the Buy-back will be shares of the face value Rs.10 each (“ Equity Shares”) from the existing owners of Equity Shares (the “Buy-back”) high price low price shares traded) through the Tender Offer route in accordance with Section 77A of the Companies Act, 1956 as amended to date valid for a maximum period of twelve months from the date of passing of the Special Resolution. (hereinafter referred to as “Act”) and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, May 2008 455.70 27/05/2008 275.25 02/05/2008 316.79 3,183,347 11. As per the provisions of the Act, the Company will not be allowed to issue fresh Equity Shares within a period of six 1998 as amended up to date (hereinafter referred to as “Buy-back Regulations”) at a price of Rs. 691.68 per Equity 1,555,074 70600 months after, the completion of the Buy-back except by way of bonus issue or in discharge of subsisting obligations Share (“Buy Back Price”) payable in cash, for an amount aggregating up to Rs. 97.46 crores (“Offer Size”). The Offer June 2008 314.50 02/06/2008 255.80 09/06/2008 280.70 881,242 such as conversion of warrants, Stock Option Schemes, Sweat Equity or conversion of Preference Shares or Debentures Size represents up to 21.28% of the aggregate of the Company’s total paid-up equity capital and free reserves as on 96,113 42055 into Equity Shares. March 31, 2008. The buyback would not be more than 25% of its total paid-up equity capital as provided under section July 2008 297.80 24/07/2008 231.00 16/07/2008 252.65 438,271 12. The Company shall not make any issue of Equity Shares during the Buy-back period, including by way of bonus or 77A of the Companies Act, 1956. 117,668 12944 conversion of an outstanding convertible instrument including outstanding warrants and stock options. 1.2. In terms of Buy-back Regulations, under tender offer route, the promoters have right to participate in buyback. Therefore, August 2008 294.95 25/08/2008 262.20 04/08/2008 274.01 200,399 13. The Company confirms that there are no defaults subsisting in the repayment of deposits, redemption of preference shares or repayment of term loans to any financial institutions or banks. Mitsubishi Motors Corporation (“MMC”) is free to participate in the proposed buy-back to the extent of their shareholding. 17,706 7538 14. The Board of Directors hereby confirms that it has made a full enquiry into the affairs and prospects of the Company They hold 1,000,000 equity shares of the Company, which they acquired at par on November 6, 1985 pursuant to fresh September 2008 285.80 02/09/2008 226.00 02/09/2008 270.48 219,547 and has formed the opinion : issuance by the Company as per Joint Venture Agreement dated June 26, 1985 entered into between Mitsubishi Motors 6,244 6244 a) that, immediately following the date on which the results of postal ballot are declared, there will be no grounds on Corporation, Mitsubishi Corporation and Eicher Goodearth Limited (now known as Eicher Goodearth Investments October 2008 263.80 01/10/2008 135.55 27/10/2008 196.05 247,243 which the Company could be found unable to pay its debts; Limited, hereinafter referred to as “EGIL”). EGIL, Eicher Investments Private Limited, Mr. Siddhartha Lal, Ms. Simran 2,589 9477 b) that, as regards its prospects for the year immediately following the date on which the results of the postal ballot Lal and Ms. Tara Lal (“EGIL Group”) have consented not to participate in the proposed Buy-back of the Company. November, 2008 239.75 05/11/2008 205.95 03/11/2008 223.64 126,557 are declared, having regard to their intentions with respect to the management of the Company’s business during Further, M/s. AB Volvo, Sweden (“Volvo”) holding 8.1% of equity share capital of the Company vide its letter dated 8,245 46433 that year and to the amount and character of the financial resources which will, in the view of the Board , be available November 18, 2008 have consented that they will not participate in the proposed Buy-back. 6. The Resolution seeks to authorize the Board to buy-back Company’s shares up to 1,408,969 Equity Shares of the to the Company during that year , the Company will be able to meet its liabilities as and when they fall due and will 2. AUTHORITY FOR THE OFFER OF BUY-BACK Company in terms of the approval of the members and the number of Equity shares to be bought back by the Company not be tendered insolvent within a period of one year from the aforesaid date ; and Pursuant to the provisions of Article 18.5(a) of the Articles of Association of the Company and in accordance with within the limits as aforesaid. The Funds required for the buy-back will be drawn out of the Free Reserves of the c) That, in forming its opinion for the above purposes, the Board has taken into account the liabilities including Section 77A, 77AA, 77B of the Companies Act, 1956, the present offer for the buyback of 14,08,969 equity shares through Company and will be funded from the current surplus and/or cash balances and/or internal accruals of the Company. prospective and contingent liabilities as if the Company were being wound up under the provisions of the Act. Tender Offer Route has been duly authorised by : 7. The actual reduction in outstanding number of shares would depend upon the total number of shares validly tendered 15. The Company shall transfer from its Free Reserves a sum equal to the nominal value of the Equity Shares purchased a) A Resolution passed by the Board of Directors of the Company (the “Board”) at their meeting held on by the shareholders during the tender offer. However, assuming full response to the tender offer 1,408,969 shares, the through the Buy-back to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed November 20, 2008 to buy-back equity shares of the Company subject to passing of special resolution by the total outstanding shares would reduce to that extent. in its subsequent audited Balance Sheet. members of the Company. 8.a) The aggregate shareholding of the promoters and their associates (hereinafter referred to as “the Promoters Group”) as 16. The Report dated November 20, 2008 received from Deloitte Haskins & Sells, the statutory auditors of the Company addressed to the Board of Directors of the Company is reproduced below : b) A special resolution passed by the members of the Company in terms of provisions of section 192A of the Companies on the date of the Notice is 1,50,75,322 equity shares of Rs 10/- each , constituting 53.66% of the Equity Share Capital of the Company. Act, 1956 read with the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. The notice dated AUDITORS’ REPORT November 26, 2008 along with explanatory statement for Special Resolution in respect of Buy-back of equity shares Pursuant to the Buy-back of equity shares as proposed, and depending on the response to the Buy-back offer, the percentage increase in holding of the promoters is consequential and indirect in nature and falls within the limits The Board of Directors as per schedule 1 of Buy-back Regulations was sent to all the members of the Company. The results of the postal Eicher Motors limited ballot were declared on December 29, 2008. prescribed under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. 12, Commercial Complex, Greater Kailash II (Masjid Moth), New Delhi-110 048 Also, pursuant to the amendments with reference number LAD-NRO/GN/2008/26/142801 to regulation 11(2) of the b) In terms of SEBI (Buyback) Regulations, 1998, under tender offer route, the promoters have right to participate in With reference to the proposed buy-back of its own equity shares by Eicher Motors Limited (hereinafter referred as “the SEBI Takeover Regulations effective from October 30, 2008, the promoters of a company are permitted to acquire buyback. Therefore, Mitsubishi Motors Corporation (MMC) is free to participate in the proposed buy-back to the extent Company”) approved by the Board of Directors of the Company in their meeting held on November 20, 2008 and on the additional shares or voting rights entitling them up to 5% voting rights in the company promoted by the said promoters of their shareholding. They hold 10,00,000 equity shares of the Company, which they acquired at par on 6th November, basis of information and explanation given to us, we report that: provided that the increase in the shareholding or voting rights of the promoters are pursuant to a buyback of the shares 1985 pursuant to fresh issuance by the Company as per Joint Venture Agreement dated June 26, 1985 entered into 1. We have audited the balance sheet, of the state of affairs of the Company as at March 31, 2008 adopted by the of the company subject to the post acquisition shareholding of the Promoters not exceeding beyond 75%. Subsequent between Mitsubishi Motors Corporation, Mitsubishi Corporation and Eicher Goodearth Limited (now known as Eicher Shareholders of the Company in the Annual General Meeting held on June 4, 2008. to proposed buy-back of up to 1,408,969 equity shares by the Company, increase in shareholding of Promoters of Goodearth Investments Limited). EGIL, Eicher Investments Private Limited, Mr. Siddhartha Lal, Ms. Simran Lal and 2. The amount of the permissible capital payment (including premium) towards buy-back of equity share as computed the Company would be within the aforesaid exemption limit of 5% and emerging Promoter holding will remain within Ms. Tara Lal (“EGIL Group”) have consented not to participate in the proposed Buy-back of the Company. below, has been properly determined in accordance with Section 77A (2) (c) of the Companies Act, 1956: the 75% limit post buy-back. In view of the above notification the increase in Promoters holding in EML pursuant Further, M/s. AB Volvo holding 8.1% of equity share capital of the Company vide its letter dated November 18, 2008 Amount (Rs. in crores) to the proposed buyback would be exempt from requirement of making an open offer. have consented that they will not participate in the proposed Buy-back. 3. BRIEF INFORMATION ABOUT THE COMPANY c) During the period of last six months preceding the date of the Board Meeting at which the buy-back is approved, the Paid up Equity Share Capital as at March 31, 2008 28.09 3.1. The Company is incorporated under the Companies Act, 1956, having its registered office at Eicher House, 12 Commercial Promoters, Directors of Promoters and the Directors of Company had purchased/sold at the following minimum / Free Reserves as on March 31, 2008 429.99 Complex, Masjid Moth, Greater Kailash-II, New Delhi-110048, India. The Equity Shares of the Company are listed on maximum purchase/sale price on the dates as mentioned below- Total 458.08 the National Stock Exchange of India Ltd. (“NSE”) and the Bombay Stock Exchange Ltd. (“BSE”) Shares Sold: Maximum amount permitted for Buy back i.e. 25% of total paid-up 114.52 The Company, a part of Eicher Group, was founded in 1982 to manufacture a range of reliable, fuel-efficient light Name of the Promoters No of shares Maximum Minimum Date of capital and free reserves commercial vehicles of contemporary technology. As a significant player of the Indian automobile industry, it was sold sales price Sales Price Sale 3. The Board of Directors in their meeting held on November 20, 2008 have formed the opinion on reasonable grounds involved in the business of manufacturing of commercial vehicles at Pithampur, Madhya Pradesh, components Eicher Goodearth Investments Limited (EGIL) 22,75,610 Rs. 691.68 Rs. 691.68 August 22, 2008 and that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year including gears located at Thane, Maharashtra; Dewas, Madhya Pradesh; and Gurgaon, Haryana , engineering solutions/ from the date of passing of the special resolution through postal ballot. (Refer to Point no. 14 of the Explanatory design services located at Gurgaon, Haryana and investments in overseas wholly owned subsidiary Eicher Engineering Eicher Investments Pvt. Ltd (EIPL) NIL NIL NIL NIL Statement attached to the Notice pursuant to Section 192 (A) of the Companies Act 1956) Solution, Inc., USA. It was also engaged in providing engineering consultancy services and specialized in integrated Mitsubishi Motors Corporation (MMC) NIL NIL NIL NIL For Deloitte Haskins & Sells design and analysis using computer aided techniques such as CAD etc., Mr. Siddhartha Lal* NIL NIL NIL NIL Chartered Accountants th In 1985, the Company had issued a prospectus dated 15 July, 1985 for public issue of 4,200,000 Equity Shares of Ms. Simran Lal** NIL NIL NIL NIL Sd/- Rs.10/- each for cash at par. In 1994, the Company had issued a letter of offer dated 15th January, 1994 for issue of Place : New Delhi Jaideep Bhargava 10,000,000 Equity Shares of Rs.10/- each for cash at par aggregating to Rs.1,000 lacs on rights basis. Ms. Tara Lal** NIL NIL NIL NIL Date : November 20, 2008 Partner On May 26, 2008, EGIL and EML entered into definitive agreements with M/s. AB Volvo, Sweden (“Volvo”) with the Name of the Directors of Promoters No of shares Maximum Minimum Date of 6. EQUITY CAPITAL STRUCTURE AND CURRENT SHAREHOLDING PATTERN objective of jointly developing Commercial Vehicle Business including Components and Engineering Design Services sold sales price Sales Price Sale 6.1. The Equity Share Capital of the Company as on February 3, 2009 is as follows: (CV Business), in India. Mr. Lalit Nirula NIL NIL NIL NIL Rs. in Lacs On August 22, 2008, EML’s CV Business along with related components and design services business were transferred, Mr. Amrit Nisar NIL NIL NIL NIL Amounts with effect from July 1, 2008, to VE Commercial Vehicles Ltd. (“VECV”) , a step down subsidiary of EML, for a total Dr. Sudhir Kakar NIL NIL NIL NIL Authorised consideration of Rs. 1,857.67 million and in accordance with the provisions of section 293(1)(a) of the Act. Sale was approved by the shareholders of the company by way of postal ballot resolution on March 15, 2008 in terms of the Mr. Tejbir Singh NIL NIL NIL NIL 3,00,00,000 Equity Shares of Rs. 10 each 3000.00 Companies (Passing of the Resolution by Postal Ballot) Rules, 2001. Mr. Ravi Sikka NIL NIL NIL NIL Subscribed & Paid-up Further, Volvo was issued shares of VECV for a cash consideration of Rs 10,821 million resulting in it holding of 38.94% Mr. Vikram Lal NIL NIL NIL NIL 28,093,950 Equity Shares of Rs. 10 each fully paid up 2809.39 of the equity shares in VECV. EML continues to hold balance 61.06% of equity shares of VECV. In terms of the definitive Mrs. Anita Lal NIL NIL NIL NIL Notes: agreement, subject to the necessary approvals, Volvo’s Indian truck distribution and service network would also be Mr. Takashi Nishioka NIL NIL NIL NIL 1. There are no partly paid-up Equity Shares of the Company or locked-in or non-transferable shares. transferred to the VECV with effect from July 1, 2008 under a composite scheme of arrangement. Consequently; Volvo, Mr. Osamu Masuko NIL NIL NIL NIL 2. There are no outstanding instruments convertible into Equity Shares other than 477,600 options outstanding as on together with its affiliates, will hold 45.6% of the outstanding equity capital of VECV and EML will hold the balance 54.4%. February 3, 2009 granted under equity stock option scheme. In addition, EGIL has sold 8.1% shareholding in EML to Volvo for a consideration of Rs. 1,574 million (i.e. at a price Mr. Makoto Maeda NIL NIL NIL NIL 3. In accordance with the resolution passed by the Board of Directors of the Company on November 20, 2008, the of Rs. 691.68 per share). Mr. Hiizu Ichikawa NIL NIL NIL NIL Company shall not issue and allot any Equity Shares including by way of bonus or convert any outstanding ESOPs EML and Eicher Group have agreed not to compete with VECV in relation to trucks and buses business with VECV. Mr. Hiroshi Harunari NIL NIL NIL NIL into Equity Shares, from the date of the Announcement till the date of closure of this Buy-back. Volvo had paid a non-compete consideration of Rs. 393.5 million each to EML and the Eicher Group. Mr. Tetsuro Aikawa NIL NIL NIL NIL 6.2. The shareholding pattern of the Company as on January 23, 2009 and post buyback offer will be as follows, assuming Currently, the Company manufactures renowned Royal Enfield ‘Bullet’ brand motorcycles. It offers a wide range of high Mr. Mitsuo Hashimoto NIL NIL NIL NIL full acceptance powered bikes to deliver a ‘unique motorcycling experience’ to its rider. All the products are manufactured indigenously Particulars No. of % of Assuming Assuming in its plant at Chennai, which has an annual installed capacity of 48,000 motorcycles. Mr. Kazuyuki Kikuchi NIL NIL NIL NIL Mr. Shuichi Aoto NIL NIL NIL NIL Shares existing MMC MMC does not 3.2. The brief standalone audited financial information of the Company for the last three years ended March 31, 2008 is held equtiy participates participate detailed below: Mr. Osamu Matsumoto NIL NIL NIL NIL capital in the Buyback in the Buyback Rs Lakhs; except Key Ratios Mr. Seiichi Ota NIL NIL NIL NIL No. of % holding No. of % holding Six months ended March 31, 2008 March March 31, Mr. Hiroshi Kuroda NIL NIL NIL NIL shares post shares post September 30, 2008 31, 2007 2006 Mr. Mikio Sasaki NIL NIL NIL NIL post Buy- post Buy (Unaudited) (Audited) (Audited) (Audited) Buy back Buy -back Mr. Hidetoshi Yajima NIL NIL NIL NIL -back* -back* Key Financials Name of the Directors of the Company No of shares Maximum Minimum Date of Promoters (Eicher Group)** 14,075,322 50.10 14,075,322 52.75 14,075,322 52.75 Revenue 60,942 220,239 195,250 164,489 sold sales price Sales Price Sale Other income 1,194 2,945 2,667 3,122 Foreign Promoter (MMC) 1,000,000 3.56 880,016 3.30 1,000,000 3.75 Mr. S. Sandilya NIL NIL NIL NIL Total income 62,136 223,184 197,917 167,611 Foreign Investors Mr. P.N. Vijay*** NIL NIL NIL NIL (a) Volvo 2,275,610 8.10 2,275,610 8.53 2,275,610 8.53 Profit before interest, depreciation and tax 2,100 14,645 14,229 9,627 Interest Expense 345 1,777 1,383 1,651 Mr. Priya Brat NIL NIL NIL NIL (b) Foreign Investors other than Volvo Reported profit after tax 2,735 6,305 6,126 21,688 Mr. M.J. Subbaiah NIL NIL NIL NIL (including Non Resident Indians, FIIs and Equity dividend % Nil 50% 290% 40% Mr. Prateek Jalan NIL NIL NIL NIL Foreign Mutual Funds) 3,787,479 13.48 9,454,033 35.42 9,334,049 34.97 Equity dividend (excluding dividend tax) - 1,405 8,147 1,124 Shares Purchased: Financial Institutions / Banks & Mutual Funds promoted by Banks / Institutions 2,538,231 9.03 Equity share capital 2,809 2,809 2,809 2,809 Name of the Promoters No of shares Maximum Minimum Date of Reserves & surplus 45,759 43,024 38,528 41,692 Purchased sales price Sales Price Purchase Others (Public, Bodies Corporate etc.) 4,417,308 15.73 Networth 48,568 45,833 41,337 44,501 Eicher Goodearth Investments Limited (EGIL) NIL NIL NIL NIL Total 28,093,950 100.00 26,684,981 100.00 26,684,981 100.00 Total debt 629 20,274 20,032 17,756 Eicher Investments Pvt. Ltd (EIPL) NIL NIL NIL NIL * Assuming that 1,408,969 Equity shares are bought back at the Price of Rs. 691.68 for an aggregate amount of Key Ratio Mitsubishi Motors Corporation (MMC) NIL NIL NIL NIL Rs. 97.46 crores. However, the shareholding, post Buy-back, may differ depending upon the actual number of Basic earnings per share (Rs.) 9.73 22.44 21.81 77.20 Mr. Siddhartha Lal* NIL NIL NIL NIL Equity Shares bought back under the Buy-back. Book value per equity share (Rs.) 172.88 163.14 147.14 158.40 ** Includes persons in control Ms. Simran Lal** NIL NIL NIL NIL Return on average net worth (%) 5.79%* 14.47% 14.27% 63.23% 6.3. The aggregate shareholding of the Promoter Group and of the directors of the promoters and of persons who are in control Ms. Tara Lal** NIL NIL NIL NIL of the Company as on January 23, 2009 is 53.66% Debt to equity ratio 0.01:1 0.44:1 0.48:1 0.40:1 Name of the Directors of Promoters No of shares Maximum Minimum Date of 6.4. There has been no purchases or sale of Equity Shares of the Company by the promoters, directors of the promoters, * Return on Average Net worth has been arrived for 6 months ended Sept. 30, 2008. persons in control, promoter group during the period of 12 months preceding the date of the Announcement, save and The Key Ratios are computed as below: Purchased sales price Sales Price Purchase except the sale and purchase of Equity Shares of the Company as detailed herein under: Mr. Lalit Nirula NIL NIL NIL NIL 1 Basic Earning per share Profit after tax Shares Sold: No of shares issued Mr. Amrit Nisar NIL NIL NIL NIL Dr. Sudhir Kakar NIL NIL NIL NIL Name of the Promoters No of shares Maximum Minimum Date of 2 Book value per equity share Net worth sold sales price Sales Price Sale Mr. Tejbir Singh NIL NIL NIL NIL No of shares issued Mr. Ravi Sikka NIL NIL NIL NIL Eicher Goodearth Investments Limited (EGIL) 22,75,610 Rs. 691.68 Rs. 691.68 August 22, 2008 3 Return on average net worth Profit after tax Mr. Vikram Lal NIL NIL NIL NIL Eicher Investments Pvt. Ltd (EIPL) NIL NIL NIL NIL Average Net worth Mrs. Anita Lal NIL NIL NIL NIL Mitsubishi Motors Corporation (MMC) NIL NIL NIL NIL 4 Average Net worth (Net worth for current year + Net worth for preceding year)/2 Mr. Takashi Nishioka NIL NIL NIL NIL Mr. Siddhartha Lal* NIL NIL NIL NIL 5 Debt to equity ratio Debt Mr. Osamu Masuko NIL NIL NIL NIL Ms. Simran Lal** NIL NIL NIL NIL Net worth Mr. Makoto Maeda NIL NIL NIL NIL Ms. Tara Lal** NIL NIL NIL NIL 4. NECESSITY FOR BUY-BACK Mr. Hiizu Ichikawa NIL NIL NIL NIL The Buy-back is proposed on account of the Company’s accumulated cash being more than what is needed for regular Name of the Directors of Promoters No of shares Maximum Minimum Date of sold sales price Sales Price Sale business operations. The Buy- back is expected to: Mr. Hiroshi Harunari NIL NIL NIL NIL a) Reduce outstanding number of shares and consequently increase earnings per share over a period of time; Mr. Tetsuro Aikawa NIL NIL NIL NIL Mr. Lalit Nirula NIL NIL NIL NIL Mr. Mitsuo Hashimoto NIL NIL NIL NIL b) Give the opportunity to existing shareholders to sell a part of their shares as per Buy-back at a price of Rs.691.68 Mr. Amrit Nisar NIL NIL NIL NIL per share, the same price at which EGIL has sold its shares to AB Volvo; Mr. Kazuyuki Kikuchi NIL NIL NIL NIL Dr. Sudhir Kakar NIL NIL NIL NIL c) Effectively utilize surplus cash; and Mr. Shuichi Aoto NIL NIL NIL NIL Mr. Tejbir Singh NIL NIL NIL NIL d) Make the balance sheet leaner. Mr. Osamu Matsumoto NIL NIL NIL NIL Mr. Ravi Sikka NIL NIL NIL NIL 5. CONTENTS OF THE EXPLANATORY STATEMENT ANNEXED TO THE NOTICE FOR THE GENERAL MEETING Mr. Seiichi Ota NIL NIL NIL NIL Mr. Vikram Lal NIL NIL NIL NIL AT WHICH THE SPECIAL RESOLUTION APPROVING THE BUY BACK WAS PASSED. Mr. Hiroshi Kuroda NIL NIL NIL NIL Mrs. Anita Lal NIL NIL NIL NIL As per the requirements of Sections173(2) read with Section 77A and other applicable provisions of the Companies Mr. Mikio Sasaki NIL NIL NIL NIL Mr. Takashi Nishioka NIL NIL NIL NIL Act , 1956 and the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998, the Explanatory Mr. Hidetoshi Yajima NIL NIL NIL NIL Mr. Osamu Masuko NIL NIL NIL NIL Statement contains relevant and material information to enable the shareholders to consider and approve the Special Name of the Directors of the Company No of shares Maximum Minimum Date of Mr. Makoto Maeda NIL NIL NIL NIL resolution on Buy-back of Company’s shares . Purchased Purchase price Purchase Price Purchase Mr. Hiizu Ichikawa NIL NIL NIL NIL 1. The Company intends to acquire up to 1,408,969 equity shares each of face value of Rs.10/- each at a fixed price Mr. S. Sandilya NIL NIL NIL NIL of Rs.691.68 per equity share (“the Buy-back price”) with the total aggregate amount to be expended not to exceed Mr. Hiroshi Harunari NIL NIL NIL NIL Rs.97.46 crores, which is within the limits of 25% of the Company’s fully paid-up Equity Share capital and Free Mr. P.N. Vijay*** NIL NIL NIL NIL Mr. Tetsuro Aikawa NIL NIL NIL NIL Reserves as per audited Balance Sheet as on March 31, 2008. Mr. Priya Brat NIL NIL NIL NIL Mr. Mitsuo Hashimoto NIL NIL NIL NIL 2. The Board of Directors of the Company at it’s meeting on November 20, 2008, approved in-principle the proposal for Mr. M.J. Subbaiah NIL NIL NIL NIL Mr. Kazuyuki Kikuchi NIL NIL NIL NIL Buy-back in accordance with Article 18.5(a) of the Articles of Association of the Company , subject to the provisions Mr. Prateek Jalan NIL NIL NIL NIL Mr. Shuichi Aoto NIL NIL NIL NIL of Sections 77A, 77AA, 77B and all other applicable provisions of the Companies Act , 1956 ( hereinafter referred * Mr. Siddhartha Lal is also the Director of the EIPL and the Company. Mr. Osamu Matsumoto NIL NIL NIL NIL to as “the Act”) and the Securities and Exchange Board of India ( Buy-Back of Securities) Regulations, 1998 ( ** Ms. Tara Lal and Ms. Simran Lal are also the Directors of EIPL. hereinafter referred to as the “Buy-back Regulations”) . The Board also approved obtaining of the shareholders’ *** Ceased to be Director of the Company w.e.f. November 20, 2008. Mr. Seiichi Ota NIL NIL NIL NIL approval by way of Postal Ballot for the Buy-back of shares. The proposed resolution is accordingly included in this d) The aggregate shareholding of the Promoters, Directors of promoters and Directors of the Company as on date of the Mr. Hiroshi Kuroda NIL NIL NIL NIL notice for approval of the Members. Notice is given in the following table. Mr. Mikio Sasaki NIL NIL NIL NIL 3. The Buy-back is proposed to be implemented by the Company through the Tender Offer Route as specified in Buy- Particulars No of Shares held as on % holding as on Mr. Hidetoshi Yajima NIL NIL NIL NIL back Regulations. 20.11.2008 20.11.2008 Shares Purchased: 4. The Buy-back is proposed on account of the Company’s accumulated cash being more than what is needed for Promoters Name of the Promoters No of shares Maximum Minimum Date of regular business operations. The Buy- back is expected to: Eicher Goodearth Investments Limited 1,40,32,762 49.95 Purchased Sales price Sales Price Purchase • Reduce outstanding number of shares and consequently increase Earnings per share over a period of time; Eicher Investments Pvt. Ltd 13,200 0.05 Eicher Goodearth Investments Limited (EGIL) NIL NIL NIL NIL • Give the opportunity to existing shareholders to sell a part of their shares as per buyback offer at a price of Rs.691.68 Mitsubishi Motors Corporation 10,00,000 3.56 per share, the same price at which EGIL Group Promoters have sold their shares to AB Volvo and in the same ratio Eicher Investments Pvt. Ltd (EIPL) NIL NIL NIL NIL (ratio of promoters’ shares sold to AB Volvo to the total holding of shares by promoters); Mr. Siddhartha Lal* 3,240 0.01 Mitsubishi Motors Corporation (MMC) NIL NIL NIL NIL •Effectively utilize surplus cash ; and Ms. Simran Lal** 13,120 0.05 Mr. Siddhartha Lal* NIL NIL NIL NIL • Make the balance sheet leaner. Ms. Tara Lal** 13,000 0.04 Ms. Simran Lal** NIL NIL NIL NIL The aggregate Paid-up Share Capital and Free Reserves of the Company as on March 31, 2008 is Rs.458.08 crores Directors of Promoters Ms. Tara Lal** NIL NIL NIL NIL and under the provisions of the Act, the funds deployed for buy back shall not exceed 25% of the Paid –up Capital Mr. Lalit Nirula Nil Nil Name of the Directors of Promoters No of shares Maximum Minimum Date of and Free Reserves. Mr. Amrit Nisar Nil Nil Purchased Sales price Sales Price Purchase 5. The Buy-back price of Rs.691.68 has been arrived at taking into account the trends in the market price of the equity Dr. Sudhir Kakar Nil Nil Mr. Lalit Nirula NIL NIL NIL NIL shares of the Company during the last six months prior to the date of Board Meeting, the book value and the intrinsic Mr. Tejbir Singh Nil Nil Mr. Amrit Nisar NIL NIL NIL NIL value of the shares. The closing market price of the equity shares on November 19, 2008, being the last trading date Mr. Ravi Sikka 2,486 0.01 Dr. Sudhir Kakar NIL NIL NIL NIL before the date of the Board Meeting held on November 20, 2008 was Rs.220.15 at Mumbai Stock Exchange and Rs.221.60 at National Stock Exchange. The Buy-back price of Rs.691.68 has also been proposed by Eicher Mr. Vikram Lal Nil Nil Mr. Tejbir Singh NIL NIL NIL NIL Goodearth Investments Limited (“EGIL”), one of the promoters of the Company which is the same price at which Mrs. Anita Lal Nil Nil Mr. Ravi Sikka NIL NIL NIL NIL 8.1% of equity shares of the Company were sold by EGIL to AB Volvo under the definitive agreements to jointly Mr. Takashi Nishioka Nil Nil Mr. Vikram Lal NIL NIL NIL NIL develop commercial vehicle business in India into its step down subsidiary. Mr. Osamu Masuko Nil Nil Mrs. Anita Lal NIL NIL NIL NIL Monthly high, low and average prices for the six months preceding the date of the Board Meeting held on November Mr. Makoto Maeda Nil Nil Mr. Takashi Nishioka NIL NIL NIL NIL 20, 2008 to approve the Buy-back and their corresponding volumes on the Stock Exchanges are as follows: Mr. Hiizu Ichikawa Nil Nil Mr. Osamu Masuko NIL NIL NIL NIL

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Mr. Makoto Maeda NIL NIL NIL NIL 2. The shareholders of the Company passed a resolution through postal ballot, pursuant to Sections 77A, 77AA and 77B the shares tendered shall be treated as invalid and shares / tender form, as the case may be, shall not be considered. and other applicable provisions of the Act and the Buy-Back Regulations, authorizing the Company, subject to such 14.3. The Company will not accept equity shares offered for buy back which are under lock in or where there exist restraint Mr. Hiizu Ichikawa NIL NIL NIL NIL approvals, permission and sanctions may be necessary, to buy-back such number of fully paid equity shares, not order of the Court for transfer / disposal of equity shares or where loss of share certificates has been notified to the Mr. Hiroshi Harunari NIL NIL NIL NIL exceeding 1,408,969 equity shares of Rs. 10 each, from the existing shareholders, at a price of Rs. 691.68 (Rupees Company or where any other restraint subsists. Mr. Tetsuro Aikawa NIL NIL NIL NIL Six Hundred and Ninety One Rupees and Sixty Eight Paise only) per equity share, at such time, within the statutorily 14.4. In case one or more of the joint holders is deceased, the Tender / Offer form must be signed by all the surviving valid period as may be prescribed, upon such terms, out of such source and as per such mechanism, as may be decided holder(s) and submitted along with the certified or attested true copy of the death certificate. If the sole shareholder Mr. Mitsuo Hashimoto NIL NIL NIL NIL by the Board of Directors of the Company provided that the aggregate consideration for the shares bought back does is deceased, the Tender form must be signed by the Legal representative of the deceased and submitted along with Mr. Kazuyuki Kikuchi NIL NIL NIL NIL not exceed 25% of the paid up equity capital and free reserves of the company. the certified or attested true copy of Probate / Letter of administration / Succession Certificate while tendering the Mr. Shuichi Aoto NIL NIL NIL NIL 3. The Company shall obtain necessary approvals as may be required and prescribed from time to time. equity shares for buy back. Mr. Osamu Matsumoto NIL NIL NIL NIL 4. The Buy-back of equity shares from Non-resident shareholders will be subject to approvals, if any, of the appropriate 14.5. Where a joint shareholder is deceased, the shares of such deceased shareholder tendered will be consolidated with authorities as applicable. In terms of the Master Circular on Foreign Investment issued by the Reserve Bank of India the shares, if any, held and tendered by the surviving shareholders for the purpose of reckoning the aggregate number Mr. Seiichi Ota NIL NIL NIL NIL dated July 1, 2008, general permission has been accorded to non resident shareholders for transfer of shares by such of shares to be bought back from the surviving shareholders. Mr. Hiroshi Kuroda NIL NIL NIL NIL non resident shareholders to an Indian company, pursuant to buyback scheme of the company. 14.6. Non-resident shareholders (excluding FIIs), wherever required, are advised to enclose the copy of the RBI permission Mr. Mikio Sasaki NIL NIL NIL NIL 12. PROPOSED TIME TABLE obtained by them while acquiring the shares of the Company. In case the shares are held on repatriation basis, the Mr. Hidetoshi Yajima NIL NIL NIL NIL Activity Date & Day non-resident shareholder should obtain and enclose a letter from the authorized dealer / bank confirming that at the Date of Board meeting approving the Buy Back November 20, 2008 time of acquiring the said shares, payment for the same was made by the non resident shareholder from the * Mr. Siddhartha Lal is also the Director of the EIPL and the Company. appropriate account (e.g. NRE a/c) as specified by RBI in its approval. In case the non resident shareholder is not ** Ms. Tara Lal and Ms. Simran Lal are also the Directors of EIPL. Date of special resolution approving the Buyback December 29, 2008 in a position to produce the said certificate, the shares would be deemed to have been acquired on non-repatriation 7. SOURCES OF FUNDS FOR THE BUY-BACK Date of Public Announcement for Buy Back February 3, 2009 basis and in that case the holder shall submit a consent letter addressed to the company, allowing the Company to 7.1. As certified by Deloitte Haskins & Sells, Chartered Accountants vide their certificate dated November 20, 2008, the Specified Date February 27, 2009 make the payment on non-repatriation basis in respect of the valid shares accepted under the offer. If any of the above maximum permissible amount for the Company in the Buy-back is Rs 114.52 crores being 25% of total paid up capital documents (as applicable) are not enclosed along with the Tender / Offer Form, the shares tendered under the Buy and free reserves as on March 31, 2008. However, the Company would deploy total aggregate amount not exceeding Dispatch of Letter of Offer March 6, 2009 Back Offer are liable to be rejected. Rs. 97.46 crores for the Buy-back as per the special resolution passed by the shareholders of the Company by means Date of opening of the Buy Back March 12, 2009 14.7. The Company will have the right to make payment to the resident Shareholders and non resident Shareholders in of a postal ballot, the result of which was declared on December 29, 2008. The amount to be deployed is within 25% Date of closing of the Buy Back March 26, 2009 respect of whom no RBI Approval is required and not accept Equity Shares from such Non resident Shareholders in of the Company’s paid-up equity capital and free reserves as per audited balance sheet as on March 31, 2008. Last date of communicating rejection/acceptance and payment of consideration April 8, 2009 respect of whom prior RBI Approval is required in the event of the aforesaid RBI Approval being refused. Further, in 7.2. The Company has adequate accumulated free reserves as well as favourable liquidity. The funds required for the Buy- case of non receipt of RBI approval and if the offer is oversubscribed, the Company will have the right to reject back will be drawn out of free reserves of the Company presently deployed in fixed deposits. for accepted tenders and/or the unaccepted equity shares/share certificates will be dispatched/credited acceptance of the shares tendered by the non resident Shareholders in respect of whom prior RBI Approval is required 7.3. As the Buy-back is funded through funds available with the Company, there will not be any cost of financing the Buy- and acquire additional Shares from the resident Shareholders and the non resident Shareholders with respect to back other than the cost of implementation of the Buy-back. Extinguishment of shares April 13, 2009 whom no prior RBI Approval is required. To facilitate this the Registrar will hold in trust the Shares/Share Certificates 7.4. The Company vide its declaration of solvency dated December 29, 2008 has declared that it is capable of meeting its 13. COLLECTION CENTRES or Equity Shares held in credit of the special depository account for the resident Shareholders and non resident total liabilities and will not be rendered insolvent within a period of one year from the abovementioned date. The tender forms can be submitted any working day during the period of the Offer i.e. March 12, 2009 and March 26, Shareholders in respect of whom no RBI Approval is required till the approval from RBI is received for acquiring 8. DETAILS OF ESCROW ACCOUNT AND AMOUNT TO BE DEPOSITED THEREIN 2009 (except Saturdays, Sundays & Public Holidays) at collection centres between 10:00 AM to 1:00 PM and 2:00 PM Shares from non-resident Shareholders in respect of whom prior RBI Approval is required. 8.1. The total funding requirement for the Buy-back (assuming full acceptance) i.e for the acquisition of up to 1,408,969 to 4:30 PM: 14.8. Consideration for accepted shares and share certificates where applicable will be dispatched by the Company at Shares at Rs. 691.68 per share is Rs. 97.46 crores. Sr. Place Address Telephone Fax Contact the address of the members registered with the Company / address of the beneficial owners as furnished by NSDL 8.2. The Company, JM Financial Consultants Pvt. Ltd. (JM Financial) and Kotak Mahindra Bank, a company incorporated No. person / CDSL to the Company, as the case may be, to the first named shareholder / beneficial owner at the sole risk of the under Companies Act, 1956 and having its office at 5C/II Mittal Court, 224, Nariman Point, Mumbai 400 021, (hereinafter 1 Mumbai Link Intime India Pvt. Ltd, 022- - Vivek shareholders / beneficial owners. referred to as the “Escrow Agent”) have entered into an Escrow Agreement dated December 27, 2008 (the “Escrow -Fort 203, Davar House, Next to Central Camera, 22694127 Limaye 14.9. No single offeror can tender shares more than the shares proposed to be bought back and any Tender Form wherein Agreement”) in accordance with Regulation 10 of the Buy Back Regulation whereby the Company has, inter alia, made D N Road, Fort, Mumbai - 400 001 the number of shares offered by a shareholder exceeds the total number of shares to be bought back will be rejected. a cash deposit (“Security Deposit”) of Rs. 24.37 crores (being not less than 25% of the Maximum Consideration) in an 14.10. In the event the aggregate number of shares offered by the shareholders are more than the total number of shares to be bought escrow account with the Escrow Agent (“Escrow Account”). JM Financial has been duly authorized to realize the value 2 Mumbai- Link Intime India Pvt. Ltd, 022- 022- Nilesh back by the Company, the acceptance per shareholder shall be made in accordance with the Regulations i.e. acceptances of the Escrow Account in terms of the Buy Back Regulation. Bhandup C-13, Panalal Silk Mills Compound, 25960320 25960328/ Chalke per shareholder shall be equal to the acceptances tendered by the shareholder divided by the total acceptances received 9. LISTING DETAILS AND STOCK MARKET DATA L B S Marg, Bhandup (W), Mumbai -400078. 29 and multiplied by the total number of shares to be bought back. The fractional entitlements of buyback, if any, would be 9.1. The equity shares of the Company are listed on BSE and NSE. 3 Delhi Link Intime India Pvt. Ltd, 011- 011- Swapan determined by Board of Directors and/or its Committee while finalizing basis of allocation/buyback. 9.2. The Company made an Initial Public Offering on July 15, 1985 and its Equity Shares were listed on BSE and NSE. The A-40, 2nd Floor, Naraina Industrial Area, 41410592/ 41410591 Naskar 14.11. In case of non receipt of the Letter of Offer: high and low market prices in preceding three years and the monthly high, low and average market prices from August Phase II, Near Batra Banquet, 93/94 14.11.1. Download the same from the SEBI website (http://www.sebi.gov.in) to January 31, 2009 (six months preceding this Announcement) and the corresponding volumes on BSE and NSE are New Delhi – 110028 14.11.2. Obtain the copy of same by writing to the Registrar to this Buy-back offer as follows: 4 Ahmedabad Link Intime India Pvt. Ltd 079- 079- Hitesh 14.11.3. Make an application to the Registrar to Offer in writing on a plain paper stating name, address, folio number, number BSE: 211 Sudarshan Complex, 2646 5179 2646 5179 Patel of equity shares held, certificate number, number of equity shares tendered for buyback and distinctive numbers Period High Date of No. of Low Date of No. of Average Total Near Mithakhali Underbridge, (Telefax) thereof, bank account particulars for payment of buyback consideration etc. enclosing the original share certificate/ (Rs.) high shares (Rs.) low shares price volume Navrangpura, Ahmedabad - 380 009 s, valid transfer deeds and the original contract notes issued by the broker through whom they acquired their shares traded traded traded (Rs.) 5 Bangalore Link Intime India Pvt. Ltd, 080- 080- Chandra- and other necessary documents so as to reach on or before the close of the Buy-back offer, i.e., not later than March rd 26, 2009, in accordance with the instructions to be specified in the Letter of Offer and in the Tender form. Preceding three years 543/A, 7TH Main , 3 Cross, 26509004 26509004 sekhar Hanumanthanagar, Bangalore - 560 019 (Telefax) 14.11.4. Beneficial holder may send an application in writing to the Registrar to Offer on a plain paper stating name, address, 2005-06 369.3 May 25,2005 50,285 209.5 Feb 3, 2006 6,432 278.23 4,223,974 DP name, DP Id, beneficiary account number, number of equity shares tendered for buyback, bank account particulars 6 Chennai C/o SGS Corporate 044- 044- Mrs.Solly 2006-07 412.0 Nov 13, 2006 46,589 210.65 July 24, 2006 9,336 305.94 4,625,532 for payment of buyback consideration etc., enclosing a photocopy of the delivery instructions in “Off-market trade” Solutions India Pvt. Ltd., 2815 2672/ 2815 2672 Soy duly acknowledged by the DP. in favour of the Depository account opened with Stockholding Corporation of India 2007-08 545.45 Dec 7,2007 213,972 225.55 Apr 19, 2007 13,190 351.81 13,034,029 Indira Devi Complex, 4207 0906 (Telefax) either by hand delivery on weekdays or by Registered Post acknowledgement due, so as to reach on or before the Preceding six months II Floor, No.20, Gopalakrishna Street, close of the Buyback offer, i.e., no later than March 26, 2009, in accordance with the instructions to be specified in Aug, 2008 285.1 Aug 27, 2008 10,949 261.6 Aug 18, 2008 4,378 273.86 126,146 Pondy Bazaar, T. Nagar, Chennai- 600 017 the Letter of Offer and in the Tender form. Sep, 2008 284.15 Sept 01, 2008 1,500 251.95 Sept 29, 2008 8,908 270.45 72,316 7 Kolkata Link Intime India Pvt. Ltd, 033- 033- S.P. Guha 14.12. Company will reject the shares tendered in buyback in case; the tender form is received by the Registrar after the 59C,Chowringhee Road, 22890539/40 22890539/40 Buy Back closing date. Oct, 2008 253.8 Oct 01, 2008 697 152.45 Oct 27, 2008 3,762 196.01 283,857 3rd Floor,Kolkata -700020 (Telefax) 14.13. All owners (registered or unregistered) of equity shares of the Company are eligible to participate in this offer anytime Nov, 2008 236.85 Nov 3, 2008 29,592 211.85 Nov 26, 2008 1,550 220.44 121,874 8 Pune Link Intime India Pvt. Ltd, 020 - 020 - P. N. Albal before the closing of the Buyback offer, may send an application in writing on a plain paper stating name, address, Dec, 2008 239.75 Dec 29, 2008 6,091 204.00 Dec 3, 2008 723 218.47 55,463 Block No 202 2nd Floor, Akshay Complex, 26051629 / 26053503 folio number, number of equity shares held, certificate number, number of equity shares tendered for buyback and Jan, 2009 240.55 Jan 14, 2009 9,606 214.90 Jan 28, 2009 368 227.96 118,642 Near Ganesh Temple, Off Dhole 0084 (Telefax) distinctive numbers thereof, bank account particulars for payment of buyback consideration etc. enclosing the Patil Road, Pune 411 001. original share certificate/s, valid transfer deeds and the original contract notes issued by the broker through whom (Source: website of BSE) 9 Vadodara Link Intime India Pvt. Ltd, 0265- 0265- Jaydeep they acquired their shares and other necessary documents. No indemnity is required from unregistered owners. NSE: First Floor, Jaldhara Complex, Nr. Manisha 2250241 / 2250246 Mehta 14.14. Applications in respect of Equity Shares of the Company that are subject matter of litigation wherein the shareholders Society, Old Padara Road, Vadodara -390015 3249857 (Telefax) of the Company may be prohibited from transferring the Equity Shares during the pendency of the said litigation are Period High Date of No. of Low Date of No. of Average Total liable to be rejected, if the directions / orders regarding these Equity Shares are not received together with the Equity (Rs.) high shares (Rs.) low shares price volume NOTE : Shareholders at centres other than as mentioned above are requested to send tender form by registered post Shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible, will be forwarded traded traded traded (Rs.) acknowledgement due to Registrar to Offer i.e. Link Intime India Pvt. Ltd, by super scribing the envelope as “EML to the concerned statutory authorities for further action by such authorities. 2005-06 368.65 May 25, 2005 177,852 209.7 Feb 8, 2006 11,732 278.51 6,147,613 BUYBACK OFFER”. The tender form should reach Registrar to Offer before 4.30 PM on March 26, 2009, failing which 14.15. The Registrar to the Buyback offer will hold in trust the shares/share certificates, shares held in credit of the special 2006-07 412 Nov 13, 2006 74,831 208.95 July 24, 2006 22,188 305.95 7,954,840 the same will be rejected. depository account, Tender form, if any, until the cheques/drafts for the consideration or the unaccepted shares/share 14. PROCESS AND METHODOLOGY FOR BUY-BACK PROGRAMME 2007-08 542.45 Dec 7, 2007 325,129 225.2 Apr 20, 2007 17,066 351.81 14,966,476 certificates are dispatched/returned. 14.1. The Letter of Offer relating to the Buyback (“Letter of offer) and Tender form will be mailed to the shareholders of the 14.16. Unaccepted share certificates, transfer forms and other documents, if any, will be returned by Registered Post/Speed Preceding six months Company whose names appear on the Register of Members of the Company and to the beneficial owners of equity Post at the shareholders’/unregistered owners’ sole risk to the sole/first shareholder. Unaccepted shares held in Aug, 2008 285.7 Aug 29, 2008 11,835 262.15 Aug 18, 2008 4,849 274.01 200,399 shares of the Company as per the records of National Securities Depository Limited (NSDL)/ Central Depository dematerialized form will be credited back to the beneficial owners’ depository account with the respective depository Sep, 2008 282.7 Sept 2, 2008 6,244 251.75 Sept 29, 2008 8,833 270.48 219,547 Services (India) Limited (CDSL), in either case, at the close of business on the specified date i.e. February 27, 2009. participant as per the details furnished by the beneficial owner in the Tender form. 14.2. Shareholders may submit the Tender form at the specified collection centres (please refer point 13) along with the original Oct, 2008 254.65 Oct 1, 2008 2,589 148.05 Oct 27, 2008 9,477 196.05 247,243 14.17. The securities transaction tax will not be applicable to the shares accepted in this offer. share certificates, transfer deeds duly signed to the Registrar to the Offer (i.e. Link Intime India Pvt. Ltd) and other 15 The Company and its directors accept full responsibility for the information contained in this Public Announcement Nov, 2008 233.15 Nov 3, 2008 46,433 211.05 Nov 26, 2008 2,068 220.43 194,305 relevant documents as applicable by hand delivery on weekdays or by registered post, so as to reach on or before the and also for the obligations of the Company as laid down in terms of the SEBI (SAST) Regulations. Dec, 2008 240.00 Dec 29, 2008 14,787 205.15 Dec 3, 2008 1,673 219.08 94,695 close of Buy-back offer, i.e. not later than March 26, 2009 in accordance with the instructions specified in the Letter of This Public Announcement will also be available on SEBI’s website (http://www.sebi.gov.in/). Eligible persons to Jan, 2009 242.80 Jan 14, 2009 19,415 215.15 Jan 29, 2009 4,860 227.84 192,554 Offer and in the Tender form. The shareholders should submit separate Tender form for each of the folio and / or for each the Offer may also download a copy of the Tender Form, which will be available on SEBI’s website at (http:// of their Depository Accounts. Where the Tender forms are signed under Power of Attorney or by Authorized Signatory(ies) www.sebi.gov.in/) from the opening date of the Buyback offer, i.e., March 12, 2009 (Source: website of NSE) on behalf of a Company or a Body Corporate, the Power of Attorney/ Signing Authority must be previously registered with 16. COMPANY SECRETARY & COMPLIANCE OFFICER 9.3 The Board of Directors of the Company at their meeting held on November 20, 2008 approved the proposal for the Buy- the Company along with the specimen signatures. The registration serial number of such documents should be mentioned Mr. Rajesh Arora, Company Secretary & Compliance Officer back. The closing market price of the Shares of the Company on November 21, 2008 i.e. the working day immediately below the signature of the applicant. Where the relevant document is not so registered, a copy of the same duly certified Eicher Motors Limited after the date of the resolution of the Board of Directors approving the Buy-back was Rs. 221.55 per equity share on the by a Notary Public / Gazetted officer should be enclosed with the Tender / Offer Form. Eicher House, 12 Commercial Complex, Greater Kailash – II (Masjid Moth), New Delhi – 110 048 BSE and Rs. 222.95 per equity share on NSE (Source: Website of BSE and NSE). The Company has opened a Special Depository Account with NSDL as Depository and Stock Holding Corporation Tel: +91 11 41437600 Extn. 215, Fax: +91 11 41437702, Email: [email protected] 9.4. There has been no change in the equity capital of the Company including by way of bonus issue, rights issue, split or of India Ltd., as Depository Participant styled “ISRL EML BUYBACK ESCROW ACCOUNT ” with Stockholding 17. INVESTOR SERVICE CENTRE consolidation of Equity Shares or conversion of the ESOPs into Equity Shares, for the period from April 2005 to the date Corporation of India Limited, the details of which are as under:- In case of any queries the Shareholders may contact at the following address on any working day (except Saturdays, of this PA. Name of the DP : Stock Holding Corporation of India Ltd Sundays & Public Holidays) between 10:00 AM to 1:00 PM and 2:00 PM to 4:30 PM: 10. MANAGEMENT DISCUSSIONS AND ANALYSIS ON THE LIKELY IMPACT OF BUY-BACK ON THE COMPANY DP ID : IN301330 10.1. The Buy-back is not likely to cause any material impact on the profitability and the earnings of the Company except Client ID: 20641886 ISIN No.: INE066A01013 Link Intime India Pvt. Ltd, the loss of other income, if any, on account of cash to be utilised for the Buy-back. The Beneficial Owners (holders of shares in dematerialized form) who wish to tender their shares in Buy-back will Unit: EML Buyback, 10.2. The equity share buy-back programme is expected to contribute to the overall enhancement of shareholder value. The be required to send Tender Form along with the photocopy of the delivery instruction in “Off-market” mode or C-13 Pannalal Silk Mills Compound, L.B.S Marg, buy-back would lead to (a) reduction in outstanding number of equity shares, and consequent increase in earnings per counterfoil of the delivery instructions in “Off-market” mode, duly acknowledged by the Depository Participant Bhandup (West), Mumbai – 400 078 equity share over a period of time; (b) effectively utilize surplus cash available with the Company and (c) make the (“DP”), in favour of the special depository account to the Registrar to the Offer [Link Intime India Pvt. Ltd, Unit: EML Telephone: +91 22 25960320, Facsimile: +91 22 25960328 / 29 balance sheet leaner. Buyback, C-13 Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai – 400 078, Tel: +91 22 Contact Person: Mr.Nilesh Chalke, Email: [email protected] 10.3. Assuming that as a part of the Buy-back, up to 1,408,969 equity shares are bought back at the Buy-back Price of Rs. 25960320, Fax: +91 22 25960328 / 29], either by hand delivery on weekdays or by Registered Post acknowledgement JM Financial Consultants Pvt. Limited 691.68 per equity share for an aggregate amount deployed of Rs. 97.46 crores and the Eicher Group, MMC and Volvo due, so as to reach on or before the close of the Buyback offer, i.e., no later than March 26, 2009, in accordance with 141, Maker Chambers III will not offer equity shares held by them under the Buy-back, the holding of the Promoters, promoter group and persons the instructions to be specified in the Letter of Offer and in the Tender form. In addition to the above-mentioned address, Nariman Point, Mumbai 400 021 in control will increase from 53.66% to 56.50 % of the post buyback equity capital. Further the non-promoter holding the shareholders of the Company who wish to avail themselves of accepting the Buyback offer can also deliver the Telephone: +91 22 66303030, Facsimile: +91 22 22047185 will decline from 46.34 % to 43.50 % of the post buyback equity capital. Assuming that as part of buyback MMC offers Tender form along with all of the relevant documents at any of the collection centers mentioned in point 13, in Contact Person: Kailash Soni, Email: [email protected] equity shares held by itself under the Buyback, then the holding of the Promoters, promoter group and persons in control accordance with the procedure as set out in the Letter of Offer. Shareholders having their beneficiary account in CDSL will increase from 53.66 %% to 56.05 % of the post buyback equity capital. Further the non-promoter holding will have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special 19. DIRECTORS' RESPONSIBILITY decline from 46.34 % to 43.95 % of the post buyback equity capital. The shareholding, post Buy-back, may differ depository account with NSDL. The credit for the delivered shares should be received in the special depository The Board of Directors of the Company accepts responsibility for the information contained in this Announcement. depending upon the actual number of equity shares bought back under the Buy-back. The Buy-back of equity shares account on or before the close of the Buy-back offer, i.e., not later than March 26, 2009. For each delivery instruction will not result in a change in control or otherwise affect the existing management structure. to the DP, the beneficial owner should submit a separate tender form. For and on behalf of Board of Directors of 10.4. Post Buy-back, the Debt-Equity ratio will be within the limit of 2:1 as prescribed under section 77A of the Act. Shares held in Demat Form to the extent not accepted for buy-back will be returned to the Beneficial Owner to the Eicher Motors Limited 11. STATUTORY APPROVALS credit of Beneficial Owner’s Depository Account with the respective Depository Participant as per details furnished 1. The Company can buy-back its own shares up to 25% of the total of its paid-up equity capital and free reserves if such by the Beneficial Owner in the Tender Form. Where tender form complete in all respect is not received along with S. Sandilya Siddhartha Lal Rajesh Arora buy-back is authorized by its members by passing a special resolution in general meeting under proviso to Section 77A, a copy of the delivery instruction duly acknowledged by the DP for off market trade before the closure of Buyback Chairman Managing Director Company Secretary 77AA, 77B of the Companies Act, 1956. Under the Companies (Passing of the Resolutions by Postal Ballot) Rules, 2001, Offer (i.e. March 26, 2009 ), but credit of the equity shares is received into the abovementioned depository account the business pertaining to buy-back of own shares needs to be passed through postal ballot. or where no credit of the shares tendered is received in the abovementioned depository account before the closure Date: February 3, 2009 of Buyback Offer (i.e. March 26, 2009), even if tender form has been received by the company, then in such cases Place: New Delhi