THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Activity	Day and Date
Public Announcement (PA) Date	Thursday, 11th April 2002
Specified Date	Thursday, 2nd May 2002
Date by which LOO will be despatched to the shareholders	Friday, 17th May 2002
Offer opens on	Wednesday 22nd May 2002
Offer closes on	Thursday 20th June 2002
Last date for revising the offer price/Number of shares	Monday 10th June 2002
Last date for a competitive bid	Wednesday, 1st May 2002
Last date for communicating acceptances/ rejections and mailing of payment considerations and the share certificates for rejected shares.	Friday 19th July 2002

Acquirers	Spicer Heavy Axle Holdings, Inc., Wheels India Limited and Sundaram Finance Limited
Act	The Companies Act, 1956
Agreement among Acquirers	Agreement between Spicer, SFL and WIL dated 5th April 2002 relating to purchase of equity shares of Axles by the Acquirers pursuant to the Offer
Axles /Target Company	Axles India Limited
BgSE	Bangalore Stock Exchange Ltd.
Dana	Dana Corporation
Eaton	Eaton Limited
FIPB	Foreign Investment Promotion Board
Fully paid shares	Equity shares of Rs. 10 each of Axles, fully paid-up
Indian Promoters	Wheels India Limited and Sundaram Finance Limited
MSE	Madras Stock Exchange Limited
Manager to the Offer	Indian Overseas Bank, Merchant Banking Division, Chennai
NSE	National Stock Exchange of India Limited
Offer	Cash Offer being made by the Acquirers to the balance public shareholders of Axles
Offer Period	Wednesday, 22nd May 2002 to Thursday 20th June 2002
Offer Price	Rs. 10/- per fully paid-up equity share & Rs. 7/- per partly paid-up equity share
Partly paid shares	Equity shares of Rs. 10 each of Axles, Rs. 7/- per share paid-up
Person deemed to be acting in concert with Spicer	Dana Corporation
Public Announcement	Announcement of the Offer by the Acquirers on Thursday 11th April 2002
RBI	Reserve Bank of India
Registrar to the Offer	Cameo Corporate Services Ltd.
Regulations	SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto
SEBI	Securities and Exchange Board of India
SFL	Sundaram Finance Limited
Spicer	Spicer Heavy Axle Holdings, Inc.
WIL	Wheels India Limited

1. DISCLAIMER CLAUSE

   IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF AXLES TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRERS, PAC OR AXLES WHOSE SHARES IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, INDIAN OVERSEAS BANK, MERCHANT BANKING DIVISION. CHENNAI HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 17^TH APRIL 2002 TO SEBI IN ACCORDANCE WITH THE REGULATIONS. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THE OFFER.

   Any information or representations with respect to such matter not contained in this Letter of Offer or in the documents incorporated by reference in this Letter of Offer must not be relied upon as having been authorised by the Acquirers. Anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

2. DETAILS OF THE OFFER

   2.1 Background of the Offer

   This offer is made by the Acquirers in terms of Regulation 11(2) of the Regulations for consolidation of their holdings in Axles.

   Axles was promoted by the Indian Promoters together with Eaton Limited UK (Eaton) in 1981. In July 1997, Dana and Eaton agreed to restructure their respective heavy truck component business operations on a global basis. Dana agreed to transfer its worldwide clutch business to Eaton, and to acquire the worldwide heavy axle and brake business of Eaton to further capitalise on its "under the vehicle" expertise and to complement its engine components business. With the exception of India, the restructuring was complete in April 1998. In this context and to extend the benefits of the realignment to Axles, Dana through Spicer acquired from Eaton 16,32,000 fully paid-up equity shares of Axles (representing 40% of the then paid-up capital of Axles) at a price of US$ 868,933 plus interest US$ 31,595.37 which attracted the provisions of the Regulations. In order to exercise joint control over Axles, the Indian Promoters acted jointly with Spicer and a joint Open Offer was made by Spicer, SFL and WIL to acquire 8,16,000 equity shares of Rs. 10 each fully paid-up at a price of Rs. 24.50 per share representing 20% of the then paid-up equity capital of Axles. Under the Offer, Spicer, SFL and WIL acquired 1,47,924 fully paid-up equity shares (3.63 %) in the ratio of 2:1:1. The shares so acquired by the Acquirers were transferred in their names on 21^st June 2000. With this, the non-promoter shareholding came down to 16.37 % from 20 %.

   Axles made a rights issue of 61,20,000 equity shares of Rs. 10/- each at par aggregating to Rs. 612 lakhs to its equity shareholders in the ratio of 3 new equity shares for every 2 equity shares held on 18^th January 2001. The issue opened on 29^th January 2001 and closed on 27^th February 2001 and the shares were allotted on 21^st March 2001. In terms of the offer document for the rights issue, Spicer, SFL and WIL in addition to their respective rights entitlement subscribed to additional 7,47,958 equity shares in the ratio of 2:1:1 being the shares unsubscribed by the non promoters. The post rights issue holding of the Acquirers is 92,77,768 equity shares of which Spicer holds 46,38,884 equity shares, SFL holds 23,19,442 equity shares and WIL holds 23,19,442 equity shares. Consequently, the promoter shareholding increased from 83.63 % to 90.96 % resulting in reduction of non-promoter shareholding to 9.04%.

   As per SEBI’s directive, Clause 40-A of the listing agreement with MSE has been amended with effect from 1^st April 2001 which stipulates that the minimum non promoter shareholding shall be 10%. Companies not fulfilling this requirement are required to increase the non promoter shareholding to at least 10% within a year or buy back the public shareholding in the manner provided in the Regulations.

   The Promoters of Axles vide an agreement dated 5^th April 2002 have decided to make an open offer to buy back the public shareholding of Axles and consolidate their shareholding in Axles. Spicer, SFL and WIL will acquire the shares validly tendered under the Offer in the ratio of 2:1:1.

   The Acquirers or the Target Company have not been prohibited by SEBI from dealing in securities, in terms of direction issued under Section 11B of SEBI Act.

   The Board of Axles has three nominees each of Spicer and the Indian Promoters and no change is proposed to be made consequent to the Offer.

    2.2 Details of the Offer

   In accordance with regulation 11 of the Regulations and subject to the terms and conditions stated in this Letter of Offer, the Acquirers, are making the Offer to all the balance public equity shareholders of Axles to acquire 6,68,076 equity shares of Rs. 10 each fully paid-up and 2,54,156 equity shares of Rs. 10 each, Rs. 7/- per share paid-up from the existing public shareholders representing 10.11 % of the voting capital of Axles. The Offer Price is Rs. 10/- per share for fully paid-up shares and Rs. 7 per share for partly paid-up shares payable in cash The Offer is not subject to any minimum level of acceptance. Spicer, SFL and WIL will acquire the shares in the ratio of 2:1:1.

    

   The Public Announcement, as per clause 15(1) of the Regulations, was made in the following newspapers:

   Newspaper	Date	Language	Editions
   Business Line	11th April 2002	English	ALL
   Jansatta	11th April 2002	Hindi	ALL
   Dina Malar	11th April 2002	Tamil	Chennai

   The Public Announcement is also available at SEBI’s web site www.sebi.gov.in

   The Acquirers/person deemed to be acting in concert with Spicer have not acquired any equity shares after the Public Announcement.

   2.3 Object of the Offer

   As explained in clause 2.1 above, the non promoter shareholding in Axles is 9.04%. In terms of the amended clause 40A of the listing agreement with MSE, the non-promoter shareholding has to be increased to at least 10% or the shares are to be delisted after buying back the public shareholding in the manner provided in the Regulations. The Promoters of Axles have decided to buy back the shares of the public and request Axles to delist the shares and hence the Offer.

3. BACKGROUND OF THE ACQUIRERS AND THE PAC

   3.1 Spicer

   Spicer, incorporated on 24^th August 1999 under the laws of the State of Michigan and having its principal office at 4500 Dorr Street, P O Box No. 1000 Toledo, Ohio 43697, USA is a wholly owned subsidiary of Dana which is a corporation organised and registered under the laws of the Commonwealth of Virginia, USA. Spicer was specially formed to hold Dana’s interest in the heavy axles business in various locations. The shares of Spicer are not listed on any stock exchange. The capital of Spicer is US$ 1.67 million. Spicer has no operations and hence financial data are not furnished.

   Mr. Joe Bushroe residing at 1355 Picadilly Lane. Maumee Ohio 43537 USA. is the sole director of Spicer.

   For the purpose of this Offer, Dana having its principal offices at 4500 Dorr Street, P O Box No. 1000 Toledo Ohio 43697 USA is deemed to be a person acting in concert with Spicer. Founded in 1904, Dana operates 300 major facilities in 34 countries and employs more than 70,000 people. Dana is one of the largest independent suppliers to vehicle manufacturers and their related aftermarkets. Dana’s strategic core products include heavy axles and brake systems. AXA Financial Inc. USA holds 12.5 % of Dana’s common shares. No other individual shareholder or group of shareholders holds 10 % or more of the shares of Dana.

   Extracts from the audited financial statements of Dana for the years ended 31^st December 2001, 31^st December 2000 and 31^st December 1999 are as follows:

   Amount Rs. in lakhs

   Profit & Loss Statement	31st December 2001	31st December 2000	31st December 1999
   Income from operations	50,79,793.00	60,94,186.00	64,90,357.00
   Other Income	40,595.00	1,12,982.00	40,595.00
   Total Income	51,20,388.00	62,07,168.00	65,30,952.00
   Total Expenditure	49,37,465.00	55,66,447.00	57,80,184.00
   Profit before Depreciation, Interest and Tax	1,82,923.00	6,40,721.00	7,49,301.00
   Depreciation	2,68,027.00	2,55,799.00	2,53,843.00
   Interest	1,51,132.00	1,57,979.00	1,36,459.00
   Profit before Tax /(Loss)	(2,36,235.00)	2,26,942.00	3,60,467.00
   Provision for Tax	(78,745.00)	83,636.00	1,22,764.00
   Profit after Tax /(Loss)	(1,57,490.00)	1,43,306.00	2,37,703.00

   Balance Sheet Statement	31st December 2001	31st December 2000	31st December 1999
   Sources of Funds
   Paid-up share capital	1,52,599.00	1,50,154.00	3,34,055.00
   Reserves and Surplus (excluding revaluation reserves)	8,05,059.00	11,35,201.00	11,12,213.00
   Net worth	9,57,658.00	12,85,355.00	14,46,269.00
   Secured Loans	14,71,213.00	12,95,626.00	13,36,221.00
   Unsecured Loans	8,56,903.00	7,96,255.00	7,56,149.00
   Total	32,85,774.00	33,77,236.00	35,38,639.00
   Uses of funds
   Net fixed assets	15,32,350.00	17,16,252.00	16,87,395.00
   Investments	16,02,781.00	16,64,896.00	14,04,695.00
   Net current assets	1,50,643.00	(3,913.00)	4,46,548.00
   Total miscellaneous expenditure not written off	Nil	Nil	Nil
   Total	32,85,774.00	33,77,236.00	35,38,639.00
   Other Financial Data	31st December 2001	31st December 2000	31st December 1999
   Dividend per share (Rs.)	45.98	60.65	60.65
   Earning Per Share (Rs.)	-Ve	106.62	150.64
   Return on Net worth (%)	-Ve	11.15	16.44
   Book Value per Share (Rs.)	644.63	869.13	886.25

   Conversion rate for Dana’s financials : Rs. 48.91/US$. Source : RBI reference rate for 11^th April 2002.

   Dana’s common shares are listed and traded on the New York Stock Exchange and the Pacific Stock Exchange in the USA with New York Stock Exchange being the principal market for trading in the shares of Dana.

    

   3.2 WIL

   WIL, a company having its Registered Office at 21, Patullos Road, Chennai 600 002, incorporated in 1960 under the Act is a leading manufacturer of steel wheels for passenger cars, utility vehicles, commercial vehicles, agricultural tractors and construction equipment and is the major supplier to most of the vehicle manufacturers in India. The promoters of WIL comprise T V Sundram Iyengar & Sons Ltd., Southern Roadways Ltd., SFL and Titan Europe Ltd. The shares of WIL are listed in MSE and NSE.

   The Board of Directors of WIL is constituted as under:

   Name	Residential Address
   Mr. T.S. Santhanam,	Gopal Bagh, 180 Mount Road, Chennai – 600 002
   Mr. S. Ram,	29, Prithvi Avenue, Chennai – 600 018
   Mr. S. Viji	71 Poes Garden, Chennai – 600 086
   Mr. T.T. Rangaswamy	5, Kasturi Estates, 3rd Street, Chennai – 600 086
   Mr. J.M.A. Akers	7 Merriemond Drive, Barnt Green, Worcs B48QZ, England
   Mr. Srivats Ram	29, Prithvi Avenue, Chennai – 600 018
   Mr. T K Seshadhri	194 Lloyds Road, Chennai 600 086

   Amongst the Board of Directors of WIL, Mr. S. Ram is on the Board of Directors of Axles and in terms of regulation 22(9) of the Regulations, he has recused himself and not participated in respect of matter(s) of Axles concerning or ‘relating’ to the Offer including any preparatory steps leading to the Offer and has further undertaken not to do so during the course of the Offer.

   Extracts from the audited financial statements of WIL for the years ended 31^st March, 2001, 31^st March, 2000 and 31^st March, 1999, and unaudited financial results for the period ended 31^st December 2001 are as follows:

   Amount Rs. in lakhs

   Profit & Loss Statement	31st December 2001	31st March, 2001	31st March, 2000	31st March, 1999
   Income from operations	22,256.00	33,269.00	32,469.11	25,996.96
   Other Income	162.00	357.71	300.39	374.66
   Total Income	22,418.00	33,626.71	32,769.50	26,371.62
   Total Expenditure	20,053.00	29,799.29	29,129.35	23,288.12
   Profit before Depreciation, Interest and Tax	2,365.00	3,827.42	3,640.15	3,083.50
   Depreciation	864.00	1,062.29	915.58	828.51
   Interest	1,010.00	1,663.46	1,554.52	1,343.61
   Profit before Tax	491.00	1,101.67	1,170.05	911.38
   Provision for Tax	130.00	95.00	133.00	97.00
   Profit after Tax	361.00	1,006.67	1,037.05	814.38

   Balance Sheet Statement	31st March, 2001	31st March, 2000	31st March, 1999
   Sources of Funds
   Paid-up share capital	986.94	986.94	986.94
   Reserves and Surplus (excluding revaluation reserves)	8,106.99	7,372.23	6,609.06
   Net worth	9,093.93	8,359.17	7,596.00
   Secured Loans	7,713.01	8,657.89	9,523.96
   Unsecured Loans	5,091.30	5,286.03	3,799.02
   Total	21,898.24	22,303.09	20,918.98
   Uses of funds
   Net fixed assets	11,669.66	11,137.97	10,468.35
   Investments	347.52	238.17	238.17
   Net current assets	9,881.06	10,926.95	10,212.46
   Total miscellaneous expenditure not written off	Nil	Nil	Nil
   Total	21,898.24	22,303.09	20,918.98
   Other Financial Data	31st March, 2001	31st March, 2000	31st March, 1999
   Dividend (%)	25 %	25 %	25 %
   Earning Per Share (Rs.)	10.20	10.51	8.25
   Return on Net worth (%)	11.06 %	12.41 %	10.72 %
   Book Value per Share (Rs.)	92.15	84.70	76.96

   The shares of WIL are listed in MSE and NSE.

   3.3 SFL

   SFL, a company having its Registered Office at 21, Patullos Road, Chennai 600 002, incorporated in 1954 under the Indian Companies Act, 1913 as amended is engaged in hire purchase financing of light, medium and heavy commercial vehicle and machinery and equipment leasing in India. The present promoters/ persons in control of SFL comprise shareholders representing the family members and investment companies belonging to Mr. T.S. Santhanam, Late Mrs. Ammu Ammal, Late Mr. A.N.S. Raghavan and Late Mr. T.S. Raghavachari; Lakshmi General Finance Ltd. and India Motor Parts and Accessories Ltd.

   The Board of Directors of SFL is constituted as under:

   Name	Residential Address
   Mr. T.S. Santhanam,	"Gopal Bagh", 180, Mount Road, Chennai 600 006
   Mr. S. Viji,	71, Poes Garden, Chennai 600 086
   Mr. A. Rangaswami	"Sri Nidhi", 2, East Avenue, Kesavaperumalpuram, Off Greenways Road, Chennai 600 028
   Mr. S. Ram	29, Prithvi Avenue, Chennai 600 018
   Mr. S. Narayanan	"Gopal Bagh", 180, Mount Road, Chennai 600 006
   Mr. S. Padmanabhan	"Hari Niwas", No. 8, East Avenue, Kesavaperumalpuram, Off Greenways Road, Chennai 600 028
   Mr. T.R. Seshadri	Rasricon Centre, Suite No. 8, I Floor, Electric Mansion, Appasaheb Marathe Marg, Prabhadevi, Mumbai 400 025
   Mr. G.K. Raman	10, 12th Cross Street, Indira Nagar, Adyar, Chennai 600 020
   Mr. T.T. Srinivasaraghavan	5, III Street, Kasturi Estate, Chennai 600 086

   Amongst the Board of Directors of SFL, Mr. S. Ram is on the Board of Directors of Axles. In terms of the regulation 22(9) of the Regulations, he has recused himself and not participated in respect of matter(s) of Axles concerning or ‘relating’ to the Offer including any preparatory steps leading to the Offer and has further undertaken not to do so during the course of the Offer.

   Extracts from the audited financial statements of SFL, for the years ended 31^st March, 2001, 31^st March, 2000 and 31^st March, 1999, and unaudited financial results for the period ended 31^st December 2001 are as follows:

   Amount Rs. in lakhs

   Profit & Loss Statement	31st December 2001	31st March, 2001	31st March, 2000	31st March, 1999
   Income from operations	34,054.40	52,711.41	45,566.22	43,953.47
   Other Income	684.80	544.01	546.67	2,950.23
   Total Income	34,739.20	53,255.42	46,112.89	46,903.70
   Total Expenditure	20,800.74	32,413.48	28,480.50	29,131.95
   Profit before Depreciation and Tax	13,938.46	20,841.94	17,632.39	17,771.75
   Depreciation	9,754.84	12,887.50	11,253.97	9020.34
   Profit before Tax	4,183.62	7,954.44	6,378.42	8,751.41
   Provision for Tax	1,338.70	900.00	1,220.00	2,420.00
   Profit after Tax	2,844.92	7,054.44	5,158.42	6,331.41

   Balance Sheet Statement	31st March, 2001	31st March, 2000	31st March, 1999
   Sources of Funds
   Paid-up share capital	2,400.00	2,400.00	2,400.00
   Reserves and Surplus (excluding revaluation reserves)	47,733.18	40,500.51	36,923.56
   Net worth	50,133.18	42,900.51	39,323.56
   Secured Loans	82,208.69	61,645.04	33,581.00
   Unsecured Loans	86,722.70	85,052.08	97,742.39
   Total	2,19,064.57	1,89,597.63	1,70,646.95
   Uses of funds
   Net fixed assets	53,583.37	57,353.74	54,428.85
   Investments	19,161.42	19,248.25	19,878.45
   Net current assets	1,46,319.78	1,12,995.64	96,339.65
   Total miscellaneous expenditure not written off	Nil	Nil	Nil
   Total	2,19,064.57	1,89,597.63	1,70,646.95
   Other Financial Data	31st March, 2001	31st March, 2000	31st March, 1999
   Dividend (%)	60 %	60 %	65%
   Earning Per Share (s.)	29.39	21.49	26.38
   Return on Net worth (%)	14.07 %	12.02 %	16.10
   Book Value per Share (Rs.)	208.89	178.75	163.85

   Notes:

   Interest and financial charges have been included in the total expenditure as they arise in the normal course of business of SFL.

   Depreciation is inclusive of lease equalization account

   The shares of SFL are listed in MSE and NSE

   3.4 Salient features of the agreement inter-se the Acquirers:

   As per the Agreement Among Acquirers, Spicer, SFL and WIL will acquire the equity shares of Axles which are validly tendered pursuant to the Offer in the ratio of 2:1:1, such that Spicer and the Indian Promoters shall hold an equal number of equity shares of Axles. The Acquirers will make one more offer to acquire the remaining public shares, if any within 3 months from the close of this offer. On completion of the second offer, the Acquirers will request Axles to approach MSE and BgSE for delisting the shares.

    

   3.5 Compliance of Chapter II of the Regulations

   The Acquirers have complied with the applicable provisions of Chapter II of the Regulations within the time specified thereunder.

   3.6 Continuation of business

   The object and purpose of acquisition of the equity shares under the Offer is for consolidation of the shareholding of the Acquirers in Axles. The Acquirers do not intend to make any major change in the existing lines of business of Axles. The Acquirers do not have any plans to dispose of or otherwise encumber any asset of Axles in the next two years, except in the ordinary course of business of Axles. It will be for the Board of Directors of Axles to make appropriate decisions in these matters, as per the requirements of business.

   3.7 Delisting Option

   As on the date of this Offer, the public shareholding in Axles is 9.04 %. Therefore, in terms of Regulation 21(3) of the Regulations, the Acquirers will, within three months from the closure of the Offer make one more offer to buy out the remaining outstanding equity shares, if any, held by the public shareholders at the same Offer price. Spicer, SFL and WIL will acquire the shares validly tendered under the second offer in the ratio of 2:1:1.

   On completion of the second offer, the Acquirers will request Axles to approach MSE and BgSE for delisting the shares.

   Shareholders who due to certain reasons, are not in a position to accept the aforesaid second offer shall also be provided an exit facility by the Acquirers at the same offer price for a period of six months from the opening date of such second offer.

   3.8 Pursuant to the rights issue, the acquirers had filed a report claiming exemption from the applicability of the Takeover Regulations for the shares acquired over and above their entitlement in the said rights issue. However, there was a delay of 226 days in submitting the report and therefore adjudication proceedings have been initiated by SEBI against the acquirers for non-compliance of Regulation 3(4) i.e, delay in submitting the report.

   The acquirers have made a representation to the appropriate authority for dropping the proceedings.

4. BACKGROUND OF AXLES

Paid-up Equity Shares of Axles	No. of shares	% of shares	Voting rights	Voting rights %
Fully paid-up equity shares	40,80,000	40.00	4,08,00,000	48.78
Partly paid-up equity shares	61,20,000	60.00	4,28,40,000	51.22
Total paid-up equity shares	1,02,00,000	100.00
Total voting rights in Axles			8,36,40,000	100.00

1. The shareholders of Axles, who wish to avail themselves of this Offer, will have to hand deliver the documents mentioned in (c) or (d) or (e) below, whichever is applicable, against acknowledgement on all working days, between 10 a.m. and 5 p.m. or alternatively , by registered post or courier before the closure of the Offer, to the office of the Registrar to the Offer viz.,

   Cameo Corporate Services Limited,

   "Subramanian Building"

   1 Club House Road, Chennai 600 002.

   Contact Person: Mr. K G Ganapathy Subramanian,

   Phone No. (44) 846 0425 Fax No. (44) 846 0129

   E-mail: cameosys@satyam.net.in

   Shareholders should clearly mention 'Unit: Axles India Ltd.' on the envelope.

   No document should be sent to the Acquirers or the Manager to the Offer or to Axles.

   Neither the Acquirers, nor the Manager to the Offer, nor the Registrar to the Offer, nor Axles will be responsible for any loss in transit or delay in receipt of the completed Form of Acceptance cum Acknowledgement, share certificate(s), share transfer deed(s) or any other document by the Registrar to the Offer.

2. Kindly note the following points to avoid delay and inconvenience at a later date:

   (i) The enclosed Form of Acceptance cum Acknowledgement must be signed (by all the shareholders, in case the shares are held in joint names) as per the specimen signatures lodged with Axles. In case of shareholders who hold shares with open and valid transfer deeds, the Form of Acceptance cum Acknowledgement has to be signed by the owner or his authorised signatory (ies).

   (ii) If one or more of the joint holders is deceased, the Form of Acceptance cum Acknowledgement must be signed by all the surviving holder(s) and submitted along with the death certificate(s) in ``original", or a certified or attested true copy, with necessary direction for deleting his/her name from the Register of Members, while accepting this Offer. The original will be returned after scrutiny.

   (iii) If the sole holder is deceased, and if legal representation by way of probate/letter of administration/succession certificate has been registered with Axles, then the Form of Acceptance cum Acknowledgement must be signed by the legal representative(s) of the deceased while accepting this Offer. If probate/letter of administration/succession certificate has not been registered with Axles, then the Form of Acceptance cum Acknowledgement must be signed by the legal representative(s) of the deceased and submitted along with the probate/ letter of administration/succession certificate, in original, or a certified or attested true copy, while accepting this Offer. The original will be returned after scrutiny.

3. In case of registered shareholders of Axles, who hold the shares in physical form the following documents must be sent to convey acceptance of the Offer:

6. In case the Offer is being accepted on the basis of power of attorney, a copy of the same duly certified by a notary public/ gazetted officer should also be enclosed.

7. The share certificate(s) and valid share transfer deed(s) submitted / shares credited under the special depository account by the shareholders of Axles in acceptance of this Offer will be held in trust by the Registrar to the Offer for such shareholders, till such time the Acquirers pay the Offer Price.

8. This Offer is also open to those who own equity shares of Axles (irrespective of the date of purchase of such shares) but are not registered shareholders of Axles as on the Specified Date. Such applicants may either obtain a copy of the Letter of Offer from the Manager to the Offer/Registrar to the Offer on providing suitable documentary evidence of the acquisition of the equity shares or participate in this Offer by submitting an application written on a plain paper stating his/her name, address, folio number, no. of shares held, distinctive nos., no. of shares offered, DP Name, DP Id, Beneficiary Account No. along with Original Share Certificate(s), duly signed transfer deed(s) or a photocopy of the delivery instruction, as the case may be, in "Off Market" mode or a counter foil of the Delivery instructions in "Off-market" mode duly acknowledged by the DP in favour of the special depository account as may be relevant so as to reach the Chennai office of the Registrar to the Offer on or before 17:00 hours on the date of closure of the offer. Alternatively, shareholders may apply using the Form of Acceptance cum Acknowledgement which is available at the web-site www.sebi.gov.in. No indemnity will be needed from such unregistered shareholders.

9. In the case of non-receipt of the Letter of Offer (or Form of Acceptance cum Acknowledgement or transfer deed) by a registered shareholder, he/she may either obtain a copy of the Letter of Offer from the Manager to the Offer/Registrar to the Offer on providing suitable documentary evidence of the ownership of the equity shares or send his/her application in writing on a plain paper stating his/her name, address, folio number, no. of shares held, distinctive nos., no. of shares offered, DP Name, DP Id, Beneficiary Account No. along with Original Share Certificate(s), duly signed transfer deed(s) or a photocopy of the delivery instruction, as the case may be, in "Off Market" mode or a counter foil of the Delivery instructions in "Off-market" mode duly acknowledged by the DP in favour of the special depository account as may be relevant so as to reach the Chennai office of the Registrar to the Offer on or before 17:00 hours on the date of closure of the Offer. Alternatively, shareholders may apply using the Form of Acceptance cum Acknowledgement, which is available at the web-site www.sebi.gov.in.