Public Announcement

For the attention of the shareholders of IBP Co. Limited

Registered Office: IBP House, 34-A, Nirmal Chandra Street, Kolkata 700 013

This Public Announcement is being issued by ICICI Securities and Finance Company Limited (“ICICI Securities”), the Manager to Offer, on behalf of Indian Oil Corporation Limited (the “Acquirer”), pursuant to Regulation 10 and Regulation 12 and in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 and subsequent amendments thereto (“SEBI (SAST) Regulations”)

1. The Offer

1.1 Indian Oil Corporation Limited (“IndianOil”), a public sector undertaking having its registered office at Indian Oil Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai - 400051 has agreed to acquire, under a share purchase agreement (the “Agreement”) dated February 8, 2002, with the Government of India (“GOI”), a part of the latter’s shareholding constituting 74,37,808 fully paid-up equity shares of Rs.10/- each, representing 33.58% of the total equity share capital of IBP Co. Ltd. (“IBP / Target Company”) at a price of Rs.1551.10 per share (“Bid Price”) payable in cash (the “Acquisition”). IBP is a public sector undertaking in terms of the SEBI (SAST) Regulations. Pursuant to the acquisition of the above shares by IndianOil, the shareholding of GOI in IBP shall be reduced to 57,58,290 equity shares representing 26.00% of the total equity share capital of IBP.

1.2 Pursuant to the SEBI (SAST) Regulations, IndianOil is making an offer to the public shareholders of IBP Co. Limited to acquire 44,29,454 fully paid up equity shares (“shares”) of Rs.10/- each representing 20% of the paid up equity share capital of IBP at a price of Rs.1,551.10 per share (“Offer Price”) payable in cash (“the Offer”) subject to Terms and Conditions mentioned hereinafter.

1.3 IndianOil and its Directors do not hold any equity shares directly in IBP as on the date of this Public Announcement. Also, IndianOil, or any of its directors have not acquired any shares of IBP during the 12 months preceding the date of Public Announcement.

1.4 The key terms and conditions of the Share Purchase Agreement and the Shareholders Agreement, dated February 8, 2002 are as follows: · The Board of Directors of IBP shall be reconstituted upon the Closing Date i.e. February 19, 2002 with management control vested in IndianOil. · On Closing Date, i.e. February 19, 2002, IndianOil shall pay the consideration to GOI and the shares under the Agreement would be transferred to IndianOil. · The GOI has, for a period of two years after the expiry of one year from the Closing Date, additional right of a put option requiring IndianOil to purchase from the GOI some or all of the shares held by the GOI at that time. · In the event the GOI does not exercise the put option, then, upon expiry of three years from the Closing Date and for a period of two years, thereafter, IndianOil shall have the option requiring the GOI to sell to IndianOil, all but not less than all of the shares held by GOI in IBP at that time. · In case of non-compliance of any provisions of the SEBI (SAST) Regulations by the Acquirer, transfer of shares or change of management or control of IBP shall vest back with the GOI and the Acquirer shall be liable to such penalty as may be imposed by the GOI.

1.5 In terms of Regulation 11(3) of the SEBI (SAST) Regulations, IndianOil shall not be required to make another public announcement at the subsequent stage of further acquisition of shares, if any, as stated in para 1.4 above.

1.6 The Offer is not conditional on any minimum level of acceptances.

1.7 The shares of IBP are listed/permitted to trade on The Calcutta Association Ltd. (“CSE”), National Stock Exchange of India Limited (“NSE”), The Stock Exchange, Mumbai (“BSE”), Stock Exchange Association Ltd.(“DSE), Ltd. (“MSE”), The Stock Exchange Ahmedabad and the Guwahati Stock Exchange Limited. Based on available information, the shares of IBP are frequently traded on NSE, BSE and CSE and may be infrequently traded on the other stock exchanges within the meaning of Regulation 20 of the SEBI (SAST) Regulations. Keeping in view the financial bids were opened on January 31, 2002, the average of the weekly high and low of closing prices (“Average Price”) for the shares of IBP for the 26 week period ending January 30, 2002 on NSE is Rs.359.83 per share, on BSE is Rs.359.03 per share and on CSE is Rs.361.34 per share. The financial performance parameters based on the audited financials for the year ended March 31, 2001 for IBP are Return on Networth 14.69%, Book Value per Share Rs.166.63, Earnings per Share Rs.24.48 and P/E multiple of 63.40 (based on the Offer Price) vs the Industry P/E Multiple of 11.5 (Source: Capital Market Vol XVI/24, dated February 17, 2002). The Offer Price is highest of the Bid Price and the Average Price and considering the aforesaid financial parameters of IBP, the Offer Price is justified in terms of Regulation 20 of the SEBI (SAST) Regulations.

2. Information on the Acquirer

2.1 IndianOil was incorporated on June 30, 1959 as a Government Company under the name and style of Indian Oil Company Ltd. Upon merger with Indian Refineries Ltd. on September 1, 1964, the name of the company was changed to Indian Oil Corporation Limited. IndianOil has its registered office at Indian Oil Bhavan, G-9, Ali Yavar Jung Marg, Bandra (East), Mumbai 400051.

2.2 IndianOil is a public sector undertaking, with Government of India as the majority shareholder, holding 82.03% of IndianOil’s paid up share capital. IndianOil is primarily engaged in the business of refining and marketing of petroleum products. Apart from a combined refining capacity of 47.50 million tons per annum, it has the largest network of over 6,523 km onshore crude oil and petroleum product pipelines in the country. With sales of 47.8 million tons in 2000-2001. IndianOil holds over 53.5% of the market share of petroleum products in India.

2.3 Financial information for IndianOil is as follows: Total Revenue for the year ended March 31, 2001 was Rs.119,116.97 crores as compared to Rs.100,030.55 crores for the year ended March 31, 2000. Profit after Tax for the year ended March 31, 2001 was Rs.2,720.34 crores as compared to Rs.2,443.41 crores for the year ended March 31, 2000. As on March 31, 2001, the equity share capital was Rs.778.67 crores (March 31, 2000: Rs.778.67 crores) and reserves were Rs.15,192.30 crores (March 31, 2000: Rs.13,286.08 crores). For the year ended March 31, 2001, return on networth was 17.03%, book value per share was Rs.205.10, earnings per share was Rs.34.94 and P/E multiple of 5.61 based on the closing price of IndianOil on BSE on February 7, 2002 (Source: The Economic Times). IndianOil is listed on The Stock Exchange Mumbai (“BSE”), National Stock Exchange of India Limited (“NSE”), Association Ltd. (“CSE”), Delhi Stock Exchange Association Limited (“DSE”) and Madras Stock Exchange Ltd. (“MSE”).

3. Information on IBP Co. Limited (“IBP”)

3.1 IBP is an existing public limited company under Companies Act, 1956 and having its registered office at IBP House, 34A, Nirmal Chandra Street, Kolkata 700013. IBP is primarily engaged in the marketing of refined oil in different parts of the country. As per the annual report of IBP for the year ending March 31, 2001, IBP has a network of 1539 retail outlets with a total retail sales volume of 4.91 million kilo litres as of March 31, 2001. In addition IBP has 376 Superior Kerosene Oil/ Light Diesel Oil Dealerships and 25 LPG distributors.

3.2 The total issued, subscribed and paid-up capital and voting rights of IBP consist of 2,21,47,269 fully paid-up equity shares of Rs.10/- each aggregating to Rs.22.15 crores. There are no partly paid-up shares as on the date of this Public Announcement, save and except 195 Fully Convertible Debentures issued in 1993 which are convertible into 195 shares of Rs.10/- each. No person, directly or indirectly, has any agreement or option or right capable of becoming an agreement for the subscription or issue of shares.

3.3 The shares of IBP are listed/permitted to trade on The Calcutta Stock Exchange Association Ltd. (“CSE”), National Stock Exchange of India Ltd. (“NSE”), The Stock Exchange, Mumbai (“BSE”), Delhi Stock Exchange Association Ltd.(“DSE), Madras Stock Exchange Ltd. (“MSE”), The Stock Exchange Ahmedabad and the Guwahati Stock Exchange Ltd.

3.4 Total Revenue for the year ended March 31, 2001 was Rs.8,671.54 crores compared to Rs.6,680.94 crores for the year ended March 31, 2000. Profit after Tax for the year ended March 31, 2001 was Rs.54.22 crores compared to Rs.41.71 crores for the year ended March 31, 2000. As on March 31, 2001, equity share capital was Rs.22.15 crores (March 31, 2000: Rs.22.15 crores) and reserves were Rs.346.94 crores (March 31, 2000: Rs.317.10 crores). For the year ended March 31, 2001 return on networth was 14.69%, book value per share was Rs.166.63 and earning per share was Rs.24.48.

3.5 Pursuant to an order made on November 29, 2001 by the Department of Company Affairs (“DCA”) and the resolution passed by the shareholders of IBP at the meeting convened on December 26, 2001, the scheme of arrangement and reconstruction (“Scheme”) between IBP and Balmer Lawrie Investments Limited (“BLIL”) has been sanctioned by the DCA vide its order dated January 8, 2002 and has since been filed with the Registrar of Companies, West Bengal. Pursuant to the Scheme, the shareholding of IBP in it’s subsidiary Balmer Lawrie & Co. Ltd. (“BLCL”) will be demerged in favour of BLIL and one fully paid-up equity share of Rs.10/- each of BLIL will be issued to every one equity share of IBP to each shareholder of IBP as on the record date. The record date has been fixed as March 14, 2002. Notwithstanding the Agreement for sale of the 33.58% shareholding of Government of India in IBP to the Acquirer, Government of India shall be entitled to and be allotted proportionate number of equity shares in BLIL instead of the Acquirer. Similarly, shareholders of IBP who participate in the open offer and sell their shares to the Acquirer will be entitled to and be allotted proportionate number of equity shares in BLIL instead of the Acquirer. IBP currently holds 61.8% of BLCL’s paid-up equity share capital.

4. Reasons for the Offer and Future Plans

4.1 Pursuant to the decision of the GOI to disinvest a part of its equity holding in IBP through competitive bidding process, IndianOil emerged as the successful bidder and subsequently entered into the Agreement with the GOI to acquire 74,37,808 shares of IBP. IndianOil is required to make the Offer in accordance with Regulation 10 and Regulation 12 of the SEBI (SAST) Regulations.

4.2 The Acquirer does not have any plans to dispose off or otherwise encumber any assets of IBP in the two years from the date of closure of the Offer, except in the ordinary course of business of IBP. However reorganisation and/or streamlining of various businesses may be considered for commercial reasons and operational efficiencies.

5. Statutory Approvals & Conditions of the Offer

5.1 No statutory approval is required to complete the Offer except the approval from Reserve ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") to acquire the shares from non-resident shareholders. On closure of the Offer, the Acquirer on behalf of such non-resident shareholders would make the requisite application to RBI to obtain permission under FEMA to enable the Acquirer to acquire their shares.

5.2 In case of delay in receipt of statutory approvals, SEBI has the power to grant extension of time to the Acquirer for payment of consideration to the shareholders, subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

6. Delisting Option to the Acquirer in terms of Regulation 21(3) Pursuant to this Offer the public shareholding will not be reduced to 10% or less of the voting capital of IBP and therefore Regulation 21(3) of the SEBI (SAST) Regulations is not applicable.

7. Financial Arrangements

7.1 The total fund requirement for the acquisition of 44,29,454 shares held by the public shareholders of IBP at Rs.1,551.10/- per share is Rs.687,05,26,100/-. The Offer will be funded primarily through internal accruals and through already existing arrangements with bankers of IndianOil. However, IndianOil may seek recourse to short term borrowings, if required. vide its letter dated February 08, 2002 has certified that IndianOil has adequate resources to meet the requirements of the Offer obligations. The Manager to the Offer is satisfied about the ability of IndianOil to implement the Offer in accordance with the SEBI (SAST) Regulations as firm arrangements for funds and money for payment through verifiable means are in place to fulfil the Offer obligations.

7.2 In accordance with Regulation 28 of the SEBI (SAST) Regulations, IndianOil has created an Escrow account in the form of a Bank Guarantee issued by Citibank N.A., Bombay Mutual Building, 293, D. N. Road, Fort, Mumbai 400001, valid up to June 30, 2002 in favour of ICICI Securities, the Manager to the Offer, for an amount of Rs.83,70,52,610/-in terms of SEBI (SAST) Regulations. Further, IndianOil has also made a cash deposit of Rs.6,87,05,261/- with Citibank N.A., Bombay Mutual Building, 293, D. N. Road, Fort, Mumbai 400001, being equal to 1% of the total consideration payable under the Offer and ICICI Securities, pursuant to the escrow agreement, is authorized to realize the value of the Escrow in terms of SEBI (SAST) Regulations. IndianOil has marked a lien on the said cash deposit in favour of ICICI Securities.

8. Other Terms of the Offer

8.1 The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of IBP whose names appear on the Register of Members of IBP and the owners of the shares of IBP whose names appear as beneficiaries on the records of the respective Depositories, at the close of business hours on March 14, 2002 (the “Specified Date”), except to the parties to the Agreement, being IndianOil and the GOI.

8.2 Shareholders who wish to tender their shares will be required to send the Form of Acceptance cum Acknowledgement, Original share certificate(s) and Transfer deed(s) duly signed to the Registrar to the Offer – Karvy Consultants Limited, Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034, either by hand delivery during Business hours on weekdays or by registered post on or before the close of the Offer, i.e. May 11, 2002 in accordance with the instructions specified in the Letter of Offer.

8.3 The Registrar to the Offer, Karvy Consultants Limiited have opened a special depository account with Stock Holding Corporation of India Ltd. (“SHCIL”) in National Securities Depository Ltd (“NSDL”) styled “Indianoil - IBP open offer a/c”. The DP ID is IN 301127 and Beneficiary Client ID is 16048035. Shareholders having their beneficiary account in Central Depository Services Ltd. (“CDSL”) have to use inter- depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

8.4 Beneficial owners (holders of shares in Dematerialized form) who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in “off-market” mode or counterfoil of the delivery instructions in “off-market” mode, duly acknowledged by the (“DP”), in favor of the special depository account, to the Registrar to the Offer: Karvy Consultants Limited, Karvy House, 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad 500 034, Telephone Number (040) 3312454, Fax Number (040) 3311968 either by hand delivery during business hours on weekdays or by registered post so as to reach on or before the close of the Offer, i.e. May 11, 2002 in accordance with the instructions specified in the Letter of Offer and in the Form Of Acceptance Cum Acknowledgement. Beneficial owners should ensure to credit their shares in favour of the special depository account before the closure of the Offer.

8.5 All owners of shares, registered or unregistered, except the parties to the Agreement are eligible to participate in the Offer anytime before closure of the Offer. Unregistered owners can send their applications in writing to the Registrar to the Offer on a plain paper stating the name, address, no. of shares held, no of shares offered, distinctive nos., folio no., together with the original share certificate(s), valid transfer deeds and the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

8.6 Owners of shares who have sent their shares for transfer/ dematerialisation should enclose, Form of Acceptance cum Acknowledgement duly completed and signed, copy of the letter sent to IBP for transfer of shares and valid share transfer form(s).

8.7 In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating the name, Address, No. of shares held, No. of shares Offered, along with the documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e. May 11, 2002 or in the case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of Shares held, No of shares offered, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in “off- market” mode or counterfoil of the delivery instruction in the “off-market” mode, duly acknowledged by the DP, in favor of the special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer, i.e. May 11, 2002

8.8 In addition to the above mentioned address, the equity shareholders of IBP who wish to avail of and accept the Offer can also deliver the Form of Acceptance-cum- Acknowledgement along with all the relevant documents at any of the collection centres below in accordance with the procedure as set out in the Letter of Offer. All centres mentioned herein below would be open on all working days as follows: Business Hours: (10.00 a.m. to 5.00 p.m., Monday to Saturday) Address Contact Mode of Telephone Fax No. Person Delivery Nos Karvy Consultants Ltd Mr. G Srinivas Hand Delivery 079-6420422/ 079-6565551 201/203, Shall 6400527 Opp. Madhusudhan House Near Navrangpura Telephone Exchange Off. C G Road Ahmedabad - 380 006 Karvy Consultants Ltd Mr. P B Hand Delivery 080-6621184/ 080-6621196 TKN Complex Ramapriyan 6621192 51/2 Vani Vilas Road Opp. National College Basavannagudi Bangalore - 560 004 Karvy Consultants Ltd Mr. Alex Hand Delivery 044-8253445/ 044-8273181 G1, Swathy Court Cherian 8258034 22, Vijaya Raghava Road T Nagar, Chennai - 600 017 Karvy Consultants Ltd Ms. Anitha Hand Delivery / 040-3312454/ 040-3311968 Karvy House Registered Post 3320753 46, Avenue 4, Street No.1, Banjara Hills Hyderabad - 500 034 Karvy Consultants Ltd Mr. Sujith Hand Delivery 033-4647232/ 033-4644866 49, Jatin Das Road Kundu 4644891 Kolkata - 700 029 Karvy Consultants Ltd Mr. Sanil Nair/ Hand Delivery 022-2677307/ 022-2671237 137, Jeroo Building, 1st Ms.Irene Rego 2675829 Floor M G Road, Fort Mumbai - 400 023 Karvy Consultants Ltd Ms. Vishaka Hand Delivery 022-6310893/ 022-6310882 7, Andheri Industrial Estate Shringarpure 6367226 Off Veera Desai Road Andheri (W) Mumbai - 400 053 Karvy Consultants Ltd Mr. Michael Hand Delivery 011-3324401 011-3324621 105-108, Arunachal George Building 19, Road Connaught Place - 110 001 Address Contact Mode of Telephone Fax No. Person Delivery Nos Intel Consultants Mr. Kalpak Hand Delivery 0281-223733/ 0281-220339 Harinivas 6, Panch Nath Doshi 220339 Main Road Opp: Mehta Hotel Rajkot – 360 001 Karvy Consultants Ltd Mr. Kirit Shah Hand Delivery 0261-8357356 - M/7, Empire State Building / 8369634 Ring Road, Nr. Udhana Darwaja Surat - 395 002 Karvy Consultants Ltd Mr. Shoban Hand Delivery 0265-361514 0265-363207 Sharad Apartment Doshi Opp. Rama Inn Hotel Near Sayaji Gunj Vadodara - 390 005

8.9 The Registrar to the Offer will hold in trust the shares/share certificates, shares lying in the credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form/s on behalf of the shareholders of IBP who have accepted the Offer till the cheques/drafts for the consideration and /or the unaccepted shares/share certificates are despatched/returned to the shareholders by registered post latest by June 10, 2002. The consideration for the shares accepted by the Acquirer will be paid by crossed account payee cheque / demand draft / pay order to those shareholders whose Equity share certificates and other documents are found to be in order and are accepted by IndianOil.

8.10 In case the shares tendered in the Offer are more than the shares to be acquired under the Offer, the acquisition of shares form each shareholder will be in accordance with Regulation 21(6) of the SEBI (SAST) Regulations, on a proportionate basis,

8.11 Unaccepted share certificates, transfer forms and other documents, if any, will be returned by registered post at the shareholder’s/unregistered owner’s sole risk to the sole/first shareholder. Shares held in demat form to the extent not accepted will be credited back to the beneficial owners’ depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

8.12 A schedule of some of the major activities in respect of the Offer is given below: Activity Date and Day Specified date (for the purpose of determining the March 14, 2002 (Thursday) names of shareholders to whom the Letter of Offer would be sent) Date by which Letter of Offer will be posted to March 28, 2002 (Thursday) shareholders Date of Opening of the Offer April 12, 2002 (Friday) Date of Closure of the Offer May 11, 2002 (Saturday) Last date for revising the Offer price/number of May 2, 2002 (Thursday) shares Date of communicating rejection/ acceptance and June 10, 2002 (Monday) payment of consideration for applications accepted

9. General

9.1 Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, cannot withdraw the same.

9.2 If there is any upward revision in the Offer Price till the last date of revision viz. May 2, 2002 or withdrawal of the Offer, the same would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement appeared. Such revised offer price would be payable to all the shareholders who have tendered their shares anytime during the Offer and have been accepted under the Offer.

9.3 In terms of Regulation 25(2A) of SEBI (SAST) Regulations, no public announcement for a competitive bid shall be made in relation to this Offer.

9.4 Neither IndianOil nor IBP, have been prohibited by SEBI from dealing in securities, in terms of directions issued u/s 11B of the SEBI Act.

9.5 Pursuant to Regulation 13 of SEBI (SAST) Regulations, IndianOil has appointed ICICI Securities and Finance Company Limited as Manager to the Offer.

9.6 The Board of Directors of IndianOil accept full responsibility for the information contained in this Public Announcement and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations.

This Public Announcement will also become available on SEBI’s website at www.sebi.gov.in.

Eligible persons to the Offer may also download a copy of Form of Acceptance cum Acknowledgement which will be available on SEBI’s website at www.sebi.gov.in from the Offer opening date April 12, 2002 and apply in the same.

Issued by: Manager to the Offer

ICICI Securities and Finance Company Limited 41/44, Minoo Desai Marg, Colaba Mumbai 400 005 Tel: 022 2882460 Fax: 022 2837045 Contact Person: Mr. Mehul Savla Registrar to the Offer

Karvy Consultants Limited Karvy House 46, Avenue 4, Street No.1 Banjara Hills Hyderabad – 500 034 Tel: 040 3312454 Fax: 040 3311968 Contact person: Mr. M. Muralikrishna

On behalf of the Acquirer

Indian Oil Corporation Limited Indian Oil Bhavan G-9, Ali Yavar Jung Marg Bandra (East), Mumbai – 400 051

Place: Mumbai Date: February 14, 2002