LETTER OF OFFER

This Document is important and requires your immediate attention

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

CASH OFFER (the “Offer”)

by
Shaw Wallace Breweries Limited
(Registered Office: 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India)
Tel: +91 22 2495 2133/1885 Fax: +91 22 2495 2058

for purchase of up to 3,339,574 fully paid-up Equity Shares

representing up to 10.03% of the paid-up equity share capital
of
SKOL Breweries Limited
(Registered Office: 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India)
Tel: +91 22 2495 2133/1885 Fax: +91 22 2495 2058
at Rs. 38.07 per Equity Share (the “Offer Price”)
The Offer is being made by Shaw Wallace Breweries Limited (“SWBL”) in compliance with the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the “Regulations”). For the purpose of the Offer
and in terms of the Regulations, SWBL is the “Acquirer”.
The Offer is subject to the approval of the Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”) for
acquiring shares tendered by non-resident shareholders including NRIs, OCBs, FIIs and foreign shareholders under this Offer. There are no other
statutory approvals envisaged to acquire equity shares that are tendered pursuant to this Offer. In case of non-receipt of any approval within time,
Securities and Exchange Board of India (“SEBI”) has the power to grant extension of time to Acquirer for payment of consideration to shareholders
subject to Acquirer agreeing to pay interest as directed by SEBI.
Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the Public Announcement or the Letter of Offer,
can withdraw the same upto three working days prior to the date of the closure of the Offer.
The Acquirer has the option to revise the Offer Price upward at any time up to seven working days prior to the date of the closure of the Offer (i.e.
on or before January 30, 2003). In the event of such revision, an announcement to this effect will be made in the newspapers as specified in
Section 2 of this Letter of Offer and such revised price would be payable by Acquirer for all the shares tendered at any time during the Offer.
If there is a competitive bid:
l The public offers under all the subsisting bids shall close on the same date;
l As the Offer Price cannot be revised during seven working days prior to the closing date of the offers/bids, it would, therefore, be in the
interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance
accordingly.
A copy of the Public Announcement and the Letter of Offer (including Form of Acceptance-cum-Acknowledgement and Form of Withdrawal) is
also available on SEBI’s web-site (www.sebi.gov.in).

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

JM Morgan Stanley Private Limited Sharepro Services
141, Maker Chambers III, Satam Estate, 3rd Floor, Cardinal Gracious Road,
Nariman Point, Above Bank of Baroda, Chakala,
Mumbai – 400 021, India Andheri (East), Mumbai – 400 099, India
Phone: +91 22 5630 3030 Phone: +91 22 2821 5168/5169
Fax: +91 22 2202 8224 Fax: +91 22 2837 5646
Email: somshankar.sinha@morganstanley.com Email: sharepro@vsnl.com
Contact Person: Somshankar Sinha Contact Person: Indira Karkera

The schedule of activities is as per the following table:

Activity Date (Day)
Public Announcement Date November 11, 2002 (Monday)
Specified date (for the purpose of determining the names of shareholders to whom the November 12, 2002 (Tuesday)
Letter of Offer would be sent)
Last date for competitive bid December 2, 2002 (Monday)
Date by which Letter of Offer to be posted to shareholders December 26, 2002 (Thursday)
Date of opening of the Offer January 10, 2003 (Friday)
Last date for revision of offer price/number of shares January 30, 2003 (Thursday)
Last date for shareholders to withdraw their acceptance of the Offer February 5, 2003 (Wednesday)
Date of closure of the Offer February 8, 2003 (Saturday)
Date by which acceptance/ rejection under the Offer would be communicated and the March 10, 2003 (Monday)
corresponding payment for the acquired shares will be dispatched and/ or the
unaccepted shares/ share certificates will be dispatched/ credited
 TABLE OF CONTENTS
PAGE
1. Disclaimer Clause ------------------------------------------------------------------------------------------------------------ 1
2. Details/Background of the Offer ----------------------------------------------------------------------------------------- 1
3. Reasons for the Offer and Future Plans -------------------------------------------------------------------------------- 2
4. Background of the Acquirer ----------------------------------------------------------------------------------------------- 2
5. Background of SKOL -------------------------------------------------------------------------------------------------------- 4
6. Delisting Option of the Acquirer ----------------------------------------------------------------------------------------- 7
7. Offer Price ---------------------------------------------------------------------------------------------------------------------- 8
8. Financial Arrangement ------------------------------------------------------------------------------------------------------ 8
9. Terms and Conditions of the Offer -------------------------------------------------------------------------------------- 9
10. Procedure for Acceptance and Settlement --------------------------------------------------------------------------- 10
11. Documents for Inspection ------------------------------------------------------------------------------------------------- 14
12. Responsibility Statement -------------------------------------------------------------------------------------------------- 14

ABBREVIATIONS / DEFINITIONS
The Acquirer or SWBL Shaw Wallace Breweries Limited

BSE The Stock Exchange, Mumbai

Eligible Persons All owners of shares, registered or unregistered of SKOL (other than the
Acquirer) who own shares at any time prior to the closure of the Offer

Form of Acceptance Form of Acceptance-cum-Acknowledgement

FY Financial Year ending March 31

SKOL or Target Company SKOL Breweries Limited

Manager/ Manager to the Offer JM Morgan Stanley Private Limited

NRI Non-resident Indian

OCB Overseas Corporate Body

The Offer Cash offer being made by the Acquirer to the shareholders of SKOL

The Offer Price Rs. 38.07 per Equity Share of SKOL

Public Announcement Announcement of the Offer made by the Acquirer on November 11, 2002

RBI Reserve Bank of India

Registrar/ Registrar to the Offer Sharepro Services

SEBI Securities and Exchange Board of India

Specified Date November 12, 2002

The Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and
subsequent amendments thereto

CURRENCY OF PRESENTATION
In this Letter of Offer, all references to “Rs” are to Indian Rupees. In this Letter of Offer, any discrepancy in any table between
the total and sums of the amounts listed is due to rounding.
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 SKOL TO TAKE AN
INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR
FINANCIAL SOUNDNESS OF THE ACQUIRER OR SKOL OR FOR THE CORRECTNESS OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE
THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF,
AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, JM MORGAN STANLEY PRIVATE LIMITED, HAS
SUBMITTED A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 25, 2002 TO SEBI IN ACCORDANCE WITH THE
SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT
AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE
PURPOSE OF THE OFFER.
The Acquirer and the Manager to the Offer accept no responsibility for statements made otherwise than in the
Letter of Offer or in the advertisement or any material issued by, or at the instance of Acquirer and the Manager to
the Offer, and anyone placing reliance on any other source of information would be doing so at his/her own risk.

2. DETAILS/BACKGROUND OF THE OFFER

Shaw Wallace Breweries Limited is making an offer to the public shareholders of SKOL to acquire up to 3,339,574
issued equity shares of Rs.10 each, representing up to 10.03% of the issued equity share capital of SKOL, being the
balance outstanding issued equity share capital at a price of Rs.38.07 (Rupees Thirty Eight Paise Seven Only) per
Share (the “Offer Price”) payable in cash (the “Offer”).
Shaw Wallace & Co. Limited (“SWC”) directly holds 50% of the equity of SWBL and holds an additional 24% through
an intermediate holding company. The remaining 26% of the equity of SWBL is held by Jumbo World Holdings
Limited (“Jumbo”), the parent company of SWC, through an intermediate holding company.
SWBL held 9,359,642 shares or 73.7% of the fully paid up equity capital of SKOL as on November 7, 2002. SWBL
has acquired a further 20,600,000 equity shares representing 61.86% of the enhanced fully paid-up equity capital of
SKOL through a preferential allotment at Rs. 20 per share on November 8, 2002.
Currently, therefore, SWBL holds 29,959,642 equity shares of Rs.10 each representing 89.97% of the issued equity
share capital of SKOL. In addition, Shaw Wallace Financial Services Limited, Narmada Gelatines Limited and other
affiliate companies of SWBL/Jumbo (“Other Companies of the Promoter Group“) together own 16,760 shares
representing 0.05% of the issued equity share capital of SKOL. Other than the above no other shares of SKOL are
held by SWBL, SWC or any of its/their subsidiaries or affiliates (the “Shaw Wallace Group”).
As a result of the preferential allotment, SWBL is required under Regulation 11(2) of the Regulations, to make an
open offer to the shareholders of SKOL.
The Offer is not subject to any minimum level of acceptance and Acquirer will acquire all the fully paid-up equity
shares of SKOL that are tendered in valid form in terms of this Offer up to 3,339,574 equity shares, being the total
shareholding of the public and bodies corporate not being the Acquirer or Persons Acting in Concert, in SKOL.
The Public Announcement, as per Regulation 15(1) of the Regulations, was made in the following newspapers on
November 11, 2002:
Newspaper Language Editions
The Free Press Journal English Mumbai, Indore
Navbharat Hindi Mumbai
Navshakti Marathi Mumbai
The copy of the Public Announcement is also available on the SEBI website at www.sebi.gov.in.
1
 Any upward revision in the Offer Price or withdrawal of the Offer under Regulation 27 of the Regulations, will be
announced in the above-mentioned newspapers and the revised price would be payable by Acquirer for all the
valid shares tendered at any time during the Offer.
Based on the information available from the Acquirer, SKOL and the SEBI website, the Acquirer and SKOL have not
been prohibited by SEBI from dealing in securities, in terms of directions under Section 11B of the SEBI Act, 1992.

3. REASONS FOR THE OFFER AND FUTURE PLANS

As explained in Section 2 above, the Offer to the shareholders of SKOL is made pursuant to Regulation 11(2) of and
in compliance with the Regulations consequent to the preferential allotment of shares to SWBL and for consolidation
of business and holding and for substantial acquisition of shares without change in control or management.
The open offer will enable the Shaw Wallace Group in consolidating its beer businesses under the same roof.
SKOL, Maharashtra Distilleries Limited (“MDL”) and Morkutir Investments and Trading Company Limited (“Morkutir”),
a wholly owned subsidiary of MDL, have on October 11, 2002, filed a scheme of amalgamation with the High Court
at Bombay under Section 391-394 of the Companies Act, 1956. Pursuant to this scheme, the beer business of MDL
will be demerged into Morkutir and SKOL will be amalgamated into Morkutir. Subsequent to the effectiveness of the
scheme, Morkutir is proposed to be renamed as MDL Breweries Limited. The High Court had convened separate
meetings of the shareholders and secured creditors of MDL and SKOL on November 20 and 21, 2002 where the
said scheme of amalgamation was approved. Upon effectiveness of the scheme, the shareholders of SKOL will be
issued shares of MDL Breweries Limited in exchange for their shareholding in SKOL.
The Shaw Wallace Group is in the process of a comprehensive restructuring exercise of all its business and operations.
The Shaw Wallace Group is in discussions with various international beverage manufacturers for a strategic tie-up
or investment or alliance in the various businesses of the Shaw Wallace Group, including the brewing business,
with a view to enhancing its competitive position in these businesses. These discussions have not fructified in any
agreement or memorandum of understanding as of date. If any agreement is reached, it could result in a material
change in the business and capital structure of SKOL.
The Acquirer shall not sell, dispose off or otherwise encumber any substantial asset of the target company other
than in the ordinary course of business in the next two years, except with the prior approval of the shareholders.

4. BACKGROUND OF THE ACQUIRER

SWBL was incorporated as a public limited company on February 5, 1986 in the name of Overseas Transport
Company Limited and currently has its Registered Office at 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018.
The name of the company was changed to Shaw Wallace Breweries Limited on October 10, 2000. SWBL, through
its various subsidiary and affiliate companies is engaged in the sale and marketing of beer. SWBL’s subsidiaries
have various manufacturing units located in India.
Shaw Wallace & Co. Limited (“SWC”) directly holds 50% of the equity of SWBL and holds an additional 24% through
an intermediate holding company. The remaining 26% of the equity of SWBL is held by Jumbo World Holdings
Limited (“Jumbo”), the parent company of SWC, through an intermediate holding company. SWBL is not listed on
any stock exchange.
The equity capital as on date is Rs.70.25 million comprising 7,025,018 shares of Rs.10 each.
The Board of Directors of SWBL is as listed below.
Name Residence Address
Mrs. Vidya M. Chhabria P.O. Box No. 3426, Dubai, U.A.E.
Ms. Komal C. Wazir 38, Hill Park, 1st Floor, A.G. Bell Marg, Malabar Hill, Mumbai 400 006
Mr. Niranjan M. Thakur Dunkeld, 2nd Floor North, 8 J. Mehta Road,
Opp. St. Elizabeth’s Nursing Home, Malabar Hill, Mumbai 400 006
Mr. P.M. Nene P.O. Box No. 2548, Dubai, U.A.E.
Mr. Hasa Nand Nanani Persepolis, Flat No. 161/164, 16th Floor, Opp. G. D. Somani School,
Cuffe Parade, Mumbai 400 005
Mr. Deepak Chaudhuri 10B, Krishnamai, 10th Floor, Sir Pochkhanwala Road, Worli, Mumbai 400 025
Correspondence, if any, addressed to the above directors may be forwarded at the Registered Office of SWBL only,

2
located at 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India. All of them are also directors
on the Board of Directors of SKOL. Accordingly, these directors have recused themselves and not participated in
any matters concerning or relating to the Offer including any preparatory steps leading to the Offer as per Regulation
22(9) of the Regulations. None of the above directors hold any shares of SKOL.
No shares have been acquired either by the Acquirer or by any of its directors, by way of public or rights issue
during the 26-week period preceding the public announcement.
The shareholding pattern of SWBL (as on November 15, 2002) is as follows:
Shares held
Shareholder Number Percent
Shaw Wallace & Co. Ltd. 3,512,509 50.00
Ramanreti Investments & Trading Company Pvt. Limited 1,686,004 24.00
Primo Enterprises Pvt. Limited 1,826,505 26.00
Total Paid-Up Capital 7,025,018 100.00
Source: SWBL

SWBL has complied with applicable provisions of Chapter II of the Regulations with regard to its shareholding in
SKOL.
Summary of the audited financial details of SWBL as per SEBI requirements for the periods ended March 31, 2000,
2001 and 2002 and unaudited financials for the three months ended June 30, 2002 is as follows:
(millions)
Nine months Year ended March 31, Three months
ended ended
March 31, 2000 2001 2002 June 30, 2002
(unaudited)
PROFIT & LOSS STATEMENT
Income from operations Rs. 0.00 Rs. 226.63 Rs. 1,058.64 Rs. 397.37
Other income 0.00 7.49 33.98 0.00
Total income 0.00 234.12 1,092.62 397.37
1
Total expenditure 0.00 225.66 1,029.32 334.62
Profit before depreciation,
interest and tax (0.00) 1 8.47 63.30 62.74
Depreciation 0.00 0.02 0.54 0.12
Interest 0.00 6.30 47.77 11.67
Profit before exceptional items and tax (0.00) 1 2.15 14.99 50.95
Prior period adjustments 0.00 0.00 0.06 0.00
1
Profit before tax (0.00) 2.15 14.93 50.95
Provision for current taxation 0.00 0.32 9.00 0.00
Deferred tax 0.00 0.00 0.28 0.00
Taxation for previous year 0.00 0.00 0.39 0.00
1
Profit after tax Rs. (0.00) Rs. 1.83 Rs. 5.26 Rs. 50.95

3
 (millions except “Other Financial Data”)
As of March 31, As of
2000 2001 2002 June 30, 2002
(unaudited)
BALANCE SHEET
Sources of Funds
Shareholders’ funds:
Paid-up share capital Rs. 0.001 Rs. 0.001 Rs. 47.47 Rs. 70.25
Share application money 0.00 35.13 0.00 0.00
Reserves & surplus 0.00 0.00 0.00 66.62
Loan funds:
Secured loans 0.00 0.00 0.00 0.00
Unsecured loans 0.00 413.13 384.56 310.92
Total sources of funds Rs. 0.001 Rs. 448.25 Rs. 432.03 Rs. 447.79
Uses of Funds
Net fixed assets Rs. 0.00 Rs. 0.65 Rs. 2.31 Rs. 2.19
Investments 116.20 314.02 341.66 341.05
Net current assets (116.28) 107.42 67.43 104.55
Total miscellaneous expenditure
not written off 0.02 0.00 0.00 0.00
Deferred tax liability 0.00 0.00 (0.28) 0.00
Debit balance in Profit and Loss account 0.05 0.00 0.00 0.00
Amalgamation adjustment account 0.00 26.17 20.91 0.00
Total uses of funds Rs. 0.001 Rs. 448.25 Rs. 432.03 Rs. 447.79
OTHER FINANCIAL DATA
Basic earning per share NM2 Rs. 0.97 Rs. 2.77 Rs. 7.25
Diluted earning per share NM 0.44 1.26 7.25
Book value per share NM 2.55 5.60 19.48
Return on net worth 3 NM 20.43% 19.80% 37.23%
Dividend as percentage of equity capital 0.00 0.00 0.00 0.00
Source: SWBL Annual Reports and information provided by the Acquirer
Notes: 1. Less than 0.005.
2. NM = Not Meaningful
3. Return on net worth = Profit after tax/ Net worth

5. BACKGROUND OF SKOL
SKOL is a public limited company incorporated on September 25, 1969 under the Companies Act, 1956 and currently
has its Registered Office at 132A, Dr. Annie Besant Road, Worli, Mumbai 400 018.
SKOL was promoted by SWC to implement the letter of intent received by SWC for setting up a brewery in
Maharashtra. SWC held 99.99% of the issued capital till the public issue of SKOL in 1972. SWBL acquired 3,611,000
shares of SKOL representing 47.25% of the then equity capital by way of a preferential issue on August 7, 2000.
Subsequently, SWBL also acquired 1,316,472 shares and 498,952 shares of SKOL from SWC on April 20, 2001 and
June 7, 2001 respectively. On May 23, 2002, pursuant to a Scheme of Amalgamation approved by the concerned
High Courts, SWBL was allotted 9,359,642 equity shares of SKOL in lieu of its holding of 5,426,424 shares in SKOL
(transferee company) and its other holdings in SICA Breweries Limited, East Coast Breweries & Distilleries Limited,
Charminar Breweries Limited, Haryana Breweries Limited, Techno Pulp & Paper Board Products Limited and New
Millenium Health Care Products & Equipments Limited (transferor companies).
SKOL is a subsidiary of SWBL and has manufacturing units at various locations in India. SKOL is engaged in the
manufacture and sale of leading beer brands like Haywards 5000 Super Strong Beer, Royal Challenge Premium
Lager Beer, Haywards 2000 Extra Strong Beer, etc.

4
The issued equity share capital of SKOL as on date is Rs. 332,992,160 comprising of 33,299,216 fully paid up equity
shares of Rs.10 each. There are no partly paid up shares in the company. The shares of SKOL are listed on BSE.
SKOL has preference capital of Rs. 114.90 million.
SKOL has entered into an agreement for the purchase of the business and operations of Doburg Breweries, a
brewery unit of SWC, located in Satara in the state of Maharashtra subject to all necessary statutory and regulatory
approvals.
McDowell and Co. Limited (“McDowell”) have filed a suit in the Bombay High Court by way of a derivative action in
its capacity as shareholder and creditor of SWC. SKOL and SWBL have been made defendants in the suit. SKOL and
SWBL have received legal advice that a double derivative action is not maintainable in India and as McDowell is not
a shareholder or creditor of SKOL or SWBL, SKOL or SWBL should not be defendants in the suit.
The Board of Directors of SKOL is as listed below:
Name Residence Address Date of appointment
Mrs. Vidya M. Chhabria P.O. Box No. 3426, Dubai, U.A.E. April 22, 2002
Ms. Komal C. Wazir 38, Hill Park, 1st Floor, A.G. Bell Marg, October 30, 2001
Malabar Hill, Mumbai 400 006
Mr. Niranjan M. Thakur Dunkeld, 2nd Floor North, October 30, 2001
8 J. Mehta Road,
Opp. St. Elizabeth’s Nursing Home,
Malabar Hill, Mumbai 400 006
Mr. Hasa Nand Nanani Persepolis, Flat No. 161/164, March 26, 2002
16th Floor, Opp. G.D. Somani School,
Cuffe Parade, Mumbai 400 005
Mr. P.M. Nene P.O. Box No. 2548, Dubai, U.A.E. October 30, 2001
Mr. A.K.M.A. Shamsuddin Atur Terrace, Flat No. 504, Cuffe Parade, November 7, 2002
Mumbai 400 005
Mr. A. K. Kapur 403 Orchid Elegance, 2nd Hasnabad Lane, October 30, 2002
Santa Cruz (W), Mumbai 400 054
Mr. Deepak Chaudhuri 10B, Krishnamai, 10th Floor, October 30, 2001
Sri Pochkhanwala Road, Worli,
Mumbai 400 025
Correspondence, if any, to the above directors may be forwarded to the Registered Office of SKOL only, located at
132A, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra, India. With the exception of Mr. Kapur and Mr.
Shamsuddin, all the above directors are also directors on the Board of Directors of SWBL. Accordingly, these
directors have recused themselves and not participated in any matters concerning or relating to the Offer including
any preparatory steps leading to the Offer as per Regulation 22(9) of the Regulations.
SKOL, SWBL and the major shareholders of SKOL have complied with applicable provisions of Chapter II of the
Regulations, except for a delay of 76 days in filing the reports under 6(2) and 6(4) of the Regulations in 1997 and a
delay of 55 days in filing the report under 8(3) of the Regulations in 1998. SKOL has availed of the SEBI Regularization
Scheme, 2002 to regularize the aforesaid non-compliance on December 19, 2002. SKOL has complied with the
provisions of the listing agreement entered into with BSE and no punitive action has been initiated against it by
BSE.
Brief audited financial details of SKOL as per SEBI requirement for the years ended March 31, 2000, 2001 and 2002
and unaudited financial details for the three months ended June 30, 2002 are as follows:

5
 (millions)
Year ended March 31, Three months
ended
2000 2001 2002 June 30, 2002
PROFIT & LOSS STATEMENT
Income from operations Rs. 404.35 Rs. 352.85 Rs. 1,491.53 Rs. 469.24
Other income 10.16 5.43 29.37 7.06
Total income 414.51 358.29 1,520.90 476.30
Total expenditure 363.88 366.34 1,335.48 418.79
Profit before depreciation, interest and tax 50.64 (8.06) 185.41 57.51
Depreciation (net of transfer from
revaluation reserve) 14.46 13.39 48.24 12.29
Interest 29.36 20.72 58.87 15.74
Profit before exceptional items and tax 6.82 (42.16) 78.30 29.48
Exceptional items 0.03 3.95 17.72 —
Profit before tax 6.79 (46.11) 60.58 29.48
Provision for current taxation 0.88 0.00 0.00 —
Deferred tax — 0.00 (10.77) 3.70
Taxation for previous year 0.97 0.01 3.94 —
Profit after tax Rs. 4.95 Rs. (46.12) Rs. 67.41 Rs. 25.78
(millions except “Other Financial Data”)
As of March 31, As of
2000 2001 2002 June 30, 2002
(unaudited)
BALANCE SHEET
Sources of Funds
Shareholders’ funds:
Paid up equity share capital Rs. 40.32 Rs. 76.43 Rs. 126.99 Rs. 126.99
Preference share capital — — 114.90 NA
Reserves & Surplus (excluding
revaluation reserve) 57.61 15.10 457.02 NA
Revaluation reserve 64.34 105.10 79.06 NA
Total shareholders’ funds 162.27 196.63 777.97 NA
Loan funds:
Secured loans 59.58 54.38 250.43 NA
Unsecured loans 83.85 96.55 162.89 NA
Total sources of funds Rs. 305.70 Rs. 347.56 Rs. 1,191.30 NA
Uses of Funds
Net fixed assets Rs. 197.69 Rs. 230.38 Rs. 867.32 NA
Capital work in progress 11.01 4.32 16.94 NA
Investments 4.92 3.69 139.87 NA
Net current assets 92.08 109.16 163.32 NA
Deferred tax asset — — 3.85 NA
Total uses of funds Rs. 305.70 Rs. 347.56 Rs. 1,191.30 NA
OTHER FINANCIAL DATA
Basic and diluted earning per share Rs. 1.23 Rs. (7.24)1 Rs. 4.94 Rs. 2.02 2
Book value per share 24.29 11.98 38.07 3 NA5
Return on net worth 4 3.05% NM 8.67% NA
Dividend as percentage of equity capital 0.00 0.00 0.00 0.00
Source: SKOL Annual Reports and unaudited results
Notes: 1. Calculated on weighted average shares outstanding during the year.
2. Not Annualized.

6
 3. As certified by M/s. T.R. Chadha & Co. – Chartered Accountants, the net asset value per share as of March 31,
2002 has been determined after adjusting for revaluation reserve, contingent liabilities expected to be crystallized
of Rs.86.53 million and the valuation of an investment at Rs.16 million instead of the carrying value of Rs.30
million, as SKOL has subsequently sold these equity shares at this value.
4. Return on net worth = Profit after tax/ Net worth
5. NA = Not Available

The equity shareholding in SKOL before the preferential allotment and the Offer (as on November 12, 2002) and
after the Offer (assuming full acceptance of the Offer) is given in the table below1:
Shareholder’s Category Shares/Voting Shares/Voting Shares/Voting Shares/Voting Shares/voting
Rights Rights acquired Rights held after Rights to be Rights held
held prior to the through the the preferential acquired after the Offer
preferential preferential allotment but in the Offer (assuming full
allotment allotment that before the Offer (assuming full acceptance)
triggered (on Specified acceptance)
the Regulations2 Date)2
No. of % No. of % No. of % No. of % No. of %
Shares Shares Shares Shares Shares
1. SWBL (Acquirer) 9,359,642 73.70 20,600,000 61.86 29,959,642 89.97 3,339,574 10.03 33,299,216 100.00
2. Other Companies of
the Promoter Group3 16,760 0.13 16,760 0.05
3. Institutional
Investors
a. Financial
Institutions,
Banks,
Insurance
Companies,
State Govt.
Institutions 244,886 1.93 244,886 0.74
b. Mutual Funds 2,240 0.02 2,240 0.01
c. Foreign
(3,339,574) (10.03) 0 0.00
Institutional
Investors 0 0.00 0 0.00
Total 247,126 1.95 247,126 0.74

4. Others (not included

in 1, 2 and 3)
a. Private Corporate
Bodies 154,629 1.22 154,629 0.46
b. Indian Public 2,795,484 22.01 2,795,484 8.40
c. NRIs, OCBs 121,048 0.95 121,048 0.36
d. NSDL in Transit 4,527 0.04 4,527 0.01
Total 3,075,688 24.22 3,075,688 9.24

Total 12,699,216 100.00 33,299,216 100.00 33,299,216 100.00

Notes:
1. The above figures are based on information provided by SKOL, except shareholding of Acquirer which has been disclosed
by Acquirer.
2. Figures refer to percentage shareholdings on the enhanced capital base following the preferential allotment on November
8, 2002.
3. These Companies hold shares in SKOL as investments and have no role in the Offer. None of these companies are Acquirers
or Persons Acting in Concert for the purpose of the Offer.

6. DELISTING OPTION OF THE ACQUIRER

Pursuant to the preferential allotment, the public shareholding has fallen below 10%. Accordingly, on completion of
the Offer and as envisaged under Regulation 21(3) and Regulation 21(4) of the Regulations and the provisions of the
Listing Agreement, the Acquirer will make an offer to buy out the outstanding shares remaining with the public
shareholders as per the guidelines to be issued by SEBI in respect of delisting of securities.

7
 On making of such offer, the Acquirer will request SKOL to approach BSE where the equity shares of SKOL are listed
for delisting of the shares.
The shareholders of SKOL, at their meeting held on October 21, 2002, have passed a resolution enabling SKOL to
proceed with delisting subject to fulfilment of statutory requirements.

7. OFFER PRICE
The equity shares of SKOL are listed on the BSE. The details of trading volumes on BSE is provided below:
Total shares traded during the
six calendar months prior to the Total No. of Annualized trading
Board Resolution of SKOL authorizing listed shares turnover as a % of total
the Preferential Issue number of listed shares
(March 1, 2002 - August 31, 2002)
BSE 200 3,157,983 1 0.013%
Source: BSE data
Note: 1. Represents the weighted average shares outstanding during the six calendar months prior to the Board Resolution of
SKOL authorizing the Preferential Issue.
As the annualized trading turnover on BSE is less than 5% of the total number of listed shares, the shares of SKOL
are deemed to be infrequently traded as per the explanation to Regulation 20(5) of the Regulations.
The Offer Price is justified in accordance with the Regulation 20(5) of the Regulations as follows:
l The Acquirer has not acquired any equity shares of SKOL under any agreement referred to in Regulation 14(1)
of the Regulations.
l In the 26 weeks preceding the date of the Public Announcement the Acquirer has not acquired any equity
shares of SKOL through open market purchases on the floor of the stock exchanges or by way of allotment in
a public or rights issue.
l In the 26 weeks preceding the Public Announcement, the Acquirer has acquired 20,600,000 equity shares of
SKOL by way of Issue at a price of Rs. 20 per equity share on November 8, 2002. The Preferential Issue was
authorized by the Board of Directors of SKOL on September 20, 2002. The allotment was made pursuant to a
Board Resolution passed on November 8, 2002.
l Other parameters based on the audited financials for the FY ended March 31, 2002 are as under:
Return on net worth (%) 8.67
Net asset value (Rs.) 38.07
Earning per share (Rs.) 4.94
Price earnings multiple (based on Offer Price) 7.71
Last fiscal year industry average price earnings multiple for the Breweries &
Distilleries Industry (Source: Capital Market, Vol. XVII/17, November 10, 2002) 11.00
Please note that the price earnings multiple of SKOL may not be strictly comparable to the industry average as
SKOL is engaged only in the manufacturing of beer while the other companies have more diversified and vertically
integrated operations.
The last traded share price of SKOL on BSE before the Public Announcement was Rs. 13.05 on Friday, November 8,
2002. With reference to the proposed amalgamation of SKOL, with Morkutir Investments and Trading Company
Limited (details of which are provided in “Reasons for the Offer and Future Plans” above), the fair value of SKOL as
determined by M/s. T.R. Chadha & Co. - Chartered Accountants was Rs.23.00 per share.
Thus, the Offer Price is justified in terms of Regulation 20 of the Regulations.
The Acquirer shall not acquire during the Offer Period, any shares in SKOL except in compliance with the Regulations
and the details of such acquisitions shall be disclosed to the stock exchanges and to the Manager within 24 hours
thereof in terms of the Regulation 22(17). No acquisition will be made by the Acquirer in the open market during the
last seven working days prior to the Offer Closing Date. If the Acquirer acquires shares in the open market or
through negotiation or otherwise, after the date of Public Announcement at a price higher than the Offer Price, then
the highest price paid for such acquisition shall be payable for all acceptances received under the Offer.

8. FINANCIAL ARRANGEMENT
The maximum purchase consideration payable by Acquirer in the case of full acceptance of the Offer will be of the
order of Rs. 127.14 million, which will be funded from the internally generated resources of the Acquirer.

8
 In accordance with the provisions of Regulation 28 of the Regulations, the Acquirer has created an Escrow Account
with Standard Chartered Bank, 90 Mahatma Gandhi Road, Fort, Mumbai 400 001, valid until April 9, 2003, in favour
of the Manager to the Offer and has also made a cash deposit of Rs. 31,784,959 (being an amount in excess of 25%
of the maximum purchase consideration payable under this Offer) in this account. The Acquirer has empowered
the Manager to realise the value of the Escrow Account under the Regulations.
M/s. T.R. Chadha & Co. - Chartered Accountants (106, Nirman Kendra, Dr. E. Moses Road, Mahalakshmi, Mumbai
400 018, Tel: +91-22-26406656, Fax: +91-22-2490-4724; acting through its Partner, Mr. Vikas Kumar, membership
No. 75363) have, vide certificate dated November 8, 2002, confirmed that sufficient resources are available to allow
the Acquirer to fulfill its obligations in full under the Offer and on this basis the Manager to the Offer confirms that
they have satisfied themselves that sufficient resources are available to allow Acquirer to fulfill their obligations in
full under the Offer in accordance with the Regulations.

9. TERMS AND CONDITIONS OF THE OFFER

(a) The Offer to the shareholders of SKOL is made pursuant to Regulation 11(2) of and in compliance with the Regulations
consequent to the preferential allotment of shares to SWBL and for consolidation of business and holding and for
substantial acquisition of shares without change in control or management.
(b) The Acquirer has made the Public Announcement on November 11, 2002 for the Offer. This Offer is made to all the
public shareholders of SKOL and to bodies corporate not being the Acquirer in respect to their shareholding in
SKOL. However, the Letter of Offer is being mailed to those shareholders whose names appear on the Register of
Members of SKOL at the close of business on the Specified Date.
(c) In the event that prior to the closure of the Offer, the amalgamation of SKOL with Morkutir (as detailed in 3 above)
is consummated, the shares of MDL Breweries Limited issued to public shareholders of SKOL pursuant to the
amalgamation will be considered as valid tender in the Offer.
(d) The acceptance of the Offer made by Acquirer is entirely at the discretion of the equity shareholders of SKOL and
each shareholder of SKOL to whom this Offer is being made, is free to offer his shareholding in SKOL, in whole or
in part while accepting the Offer.
(e) Of the total issued equity share capital of SKOL, 63,240 equity shares are held in abeyance. In addition to the
aforesaid shares which are kept in abeyance, any shares that are the subject matter of litigation wherein the
shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are
liable to be rejected in case directions/orders regarding these shares are not received together with the shares
tendered under the Offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to
the concerned statutory authorities for further action at their end.
(f) The Offer will open on January 10, 2003 and close on February 8, 2003.
(g) Accidental omission to dispatch this Letter of Offer or any further communication to any person to whom this Letter
of Offer is made or the non-receipt of this Letter of Offer by any such person shall not invalidate the Offer in any way.
(h) The instructions, authorizations and provisions contained in the Form of Acceptance and Form of Withdrawal
constitute an integral part of the terms of this Offer.
(i) The acceptance of the Offer must be unconditional and should be sent in the attached Form of Acceptance along
with the other documents duly filled in and signed by the applicant shareholder(s) which should be received by the
Registrar to the Offer at the collection centres mentioned in paragraph 9(f) under “Procedure for Acceptance and
Settlement” on or before February 8, 2003. If any change or modification is made in the Form of Acceptance, the
same is liable to be rejected.
(j) While tendering shares under the Offer, NRIs/OCBs/foreign shareholders will be required to submit the previous
RBI approvals (specific or general) that they would have obtained for acquiring shares of SKOL and a No Objection
Certificate/Tax Clearance Certificate, indicating the amount of tax to be deducted by Acquirer before remitting
the consideration, from the Income-Tax authorities under the Income-tax Act, 1961. In case the previous RBI
approvals are not submitted, Acquirer reserves the right to reject the shares. In case the aforesaid No Objection
Certificate/Tax Clearance Certificate is not submitted, Acquirer will arrange to deduct tax at the maximum marginal
rate as may be applicable to the category of the shareholder, on the entire consideration amount payable to such
shareholder.
(k) The Offer is subject to Acquirer obtaining the approval of RBI under FEMA, for acquiring and transferring the equity
shares of non-resident shareholders tendered in this Offer. The application to RBI would be made after closure of
the Offer.
(l) As of the date of this Letter of Offer, there are no further statutory approvals envisaged to implement the Offer other
than those indicated above. If any other statutory approvals become applicable, the Offer would be subject to such
statutory approvals. The Acquirer will not proceed with the Offer in the event that such statutory approvals are not
obtained.

9
(m) In case of delay in receipt of any statutory approval, SEBI has the power to grant an extension of the time required
for payment under the Offer subject to the Acquirer agreeing to pay interest in accordance with Regulation 22(12)
of the Regulations. If the delay occurs due to the wilful default of the Acquirer in obtaining the requisite approvals,
Regulation 22(13) of the Regulations will become applicable.
(n) In case RBI approval for acquisition of shares from non-resident shareholders is unduly delayed, the Acquirer
reserves the right to proceed with payment to the resident shareholders whose shares have been accepted by the
Acquirer in terms of this Offer, pending payment to the non-resident shareholders, subject to the entire amount
payable to non-resident shareholders being kept in an Escrow Account whose value can be realized by the Manager
as per the Regulations.
(o) The Acquirer will not be responsible in any manner for any loss of equity share certificate(s) and offer acceptance
documents during transit and the equity shareholders of SKOL are advised to adequately safeguard their interest in
this regard.
(p) As already mentioned elsewhere in this Letter of Offer, the Offer is not subject to any minimum level of acceptance
and the Acquirer will acquire all the fully paid-up equity shares of SKOL that are tendered in valid form in terms of
this Offer up to a maximum of 3,339,574 equity shares. Thus, the Acquirer will proceed with the Offer even if it is
unable to obtain acceptance to the full extent of the equity shares of SKOL for which this Offer is made.
(q) Shares that are subject to any charge, lien or encumbrance are liable to be rejected.
(r) The Acquirer reserves the right of upward revision of price at any time upto seven working days prior to the closure
of the Offer, as per Regulation 26 of the Regulations. If there is any upward revision in the Offer Price before the last
date of revision (i.e. January 30, 2003), the same would be informed by way of Public Announcement in the
newspapers mentioned in Section 2 of this Letter of Offer. Such revised Offer Price would be payable to all
shareholders who tender their shares at any time during the Offer and which are accepted under the Offer.

10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

(a) Shareholders of SKOL, who wish to avail this Offer should forward the under mentioned documents by hand
delivery or by registered post to the Registrar to the Offer at their office at Sharepro Services, Satam Estate, 3rd
Floor, Cardinal Gracious Road, Above Bank of Baroda, Chakala, Andheri (East), Mumbai – 400 099, India (Phone:
+91 22 2821 5168/5169, Fax: +91 22 2837 5646, Email: sharepro@vsnl.com, Contact Person: Ms. Indira Karkera) or
at the collection centres given below so as to reach the Registrars on or before February 8, 2003 (the Offer Closure
Date) on their working days during business hours indicated in sub-para (f) below. In the case of demat shares, the
Registrar is not bound to accept equity shares which have not yet been credited to the Escrow Depository Participant
(DP) as on the date of closure of the Offer, i.e. February 8, 2003.
For equity shares held in physical form
l Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/
all shareholders whose names appear on the share certificates (in case of joint holdings) in the same order in
which their names appear in the Register of Members.
l Original Share Certificate(s).
l Valid Share Transfer Deed(s) duly signed as transferors by all shareholders (in case of joint holdings) in the
same order and as per specimen signatures lodged with SKOL and duly witnessed at the appropriate place by
a Notary or Bank Manager or Member of Stock Exchange under their seal of office and membership number.
The Transfer Deed should be left blank, excepting the signatures as mentioned above.
l Documents mentioned in para 10(d), for NRI/OCB/FII shareholders.
For equity shares held in demat form
l Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by sole/
all shareholders whose names appear (in case of joint holdings) in the same order in which their names appear
in their beneficiary account. The Form of Acceptance has to be tendered by the beneficial holder of shares only.
l A photocopy of the Delivery Instruction Slip duly acknowledged by the DP filled as per the instructions given
hereunder:
— The Beneficial Owners who hold shares in demat form are required to execute a trade by tendering the
Delivery Instruction for debiting their Beneficiary Account with the concerned DP and crediting the escrow
account shown hereunder. The credit in the Depository Escrow Account should be received on or before

10
 the date of closure of the Offer, i.e. February 8, 2003.
— The Delivery Instructions to be given to the DP should be in “For Off Market Trade” mode only. For each
Delivery Instruction the Beneficial Owner should submit a separate Form of Acceptance.
The Registrar to the Offer has opened a Depository Account (hereinafter referred to as “Depository Escrow
Account”) with Central Depository Services Ltd. (CDSL) named as “Sharepro Services – SKOL Breweries Open
Offer” as per details given below:
Depository Participant Name: Standard Chartered Bank Limited
Client ID Number: 1601550000000641
DP ID Number: 15500
Shareholders having their beneficiary account in National Securities Depository Limited (“NSDL”) have to use
inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository
account with CDSL.
l Documents mentioned in para 10(d), for NRI/OCB/FII shareholders.
l In case of non-receipt of the aforesaid documents, but receipt of the shares in the Depository Escrow Account,
the Offer shall be deemed to be accepted.
l Shareholders should ensure that the credit for the delivered shares should be received in the Depository
Escrow Account on or before the Closure of the Offer (i.e. February 8, 2003).
The above documents should not be sent to Acquirer or to SKOL or to the Manager to the Offer. The same should
be sent to the Registrar to the Offer only at collection centres given below.
(b) All Eligible Persons can participate in the Offer. Unregistered owners can send their application in writing to the
Registrar to the Offer. They are required to submit, besides the documents as mentioned above, other documents
to prove their title to the shares offered for acceptance, such as original brokers contract note, transfer deed(s)
executed by the registered holders of the shares in addition to the Form of Acceptance and share certificate(s). No
indemnity is required from unregistered shareholders. Unregistered owners, if they so desire, may also apply on
the Form of Acceptance downloaded from SEBI’s website (www.sebi.gov.in). Notwithstanding that the signature(s)
of the transferor(s) have been witnessed as aforesaid, if the signature(s) of the transferor(s) differs from the specimen
signature(s) recorded with SKOL or are not in the same order, such shares are liable to be rejected under this Offer
even if the Offer has been accepted by a bona fide owner of such shares.
(c) In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer,
on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered,
along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the
Offer. No indemnity is required in this regard. Shareholders who have lodged their shares for transfer with SKOL
must also send the acknowledgement, if any, received from the SKOL towards such lodging of shares.
(d) While tendering shares under the Offer, NRIs/OCBs/foreign shareholders will be required to submit the previous
RBI approvals (specific or general) that they would have obtained for acquiring shares of SKOL and a No Objection
Certificate/Tax Clearance Certificate, indicating the amount of tax to be deducted by the Acquirer before remitting
the consideration, from the Income-Tax authorities under the Income-tax Act, 1961. In case the previous RBI
approvals are not submitted, the Acquirer reserves the right to reject the shares. In case the aforesaid No Objection
Certificate/Tax Clearance Certificate is not submitted, the Acquirer will arrange to deduct tax at the maximum
marginal rate as may be applicable to the category of the shareholder, on the entire consideration amount
payable to such shareholder.
(e) The shareholders should also provide all relevant documents, which are necessary to ensure transferability of the
shares in respect of which the application is being sent. Such documents may include, but are not limited to:
i) duly attested death certificate and succession certificate (in case of single shareholder) if the original shareholder
is deceased;
ii) duly attested Power of Attorney if any person apart from the shareholder has signed the application form and/
or transfer deed(s);
iii) no objection certificates from the chargeholder/ lender, if the shares in respect of which the application is sent,
are under any charge, lien or encumbrance;
iv) in case of companies, the necessary corporate authorization (including Board Resolutions);
v) any other relevant documentation.

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(f) The documents referred to above should be sent to any of the following collection centres:
City Address Contact Person Tel. No. Fax No.
Mumbai Sharepro Services Ms. Mazrine Wadia 022 2282-5163 022 2282-5484
(Nariman Point) 912, Raheja Centre 022 2288-1569
Free Press Journal Marg
Nariman Point, Mumbai 400 021
Mumbai Sharepro Services Mrs. Indira Karkera 022 2821-5168 022 2837-5646
(Andheri) Satam Estate, 3rd Floor 022 2821-5169
Cardinal Gracious Road
Above Bank of Baroda
Chakala, Andheri (East)
Mumbai 400 099
New Delhi Sharepro Services Mr. R.J. Singh 011 2541-3613 011 2541-3615
C/o Creative Infosystems 011 2541-3614
FB: 130, 1st Floor
Mansarover Garden
Near Sarvodaya Sr. Sec School
New Delhi 110 015
Chennai Sharepro Services Mr. Sunder 044 2466-2354 044 2466-2448
C/o GNSA Investor Service (P) Ltd. Mr. Krishnakumar 044 2466-1675
17/1, Balaiah Avenue, Luz
Mylapore, Chennai 600 004
Hyderabad Sharepro Services Mr. P. Suresh 040 2475-3454 040 2475-6885
C/o Venugopal & Chenoy
Chartered Accountants
Tilak Road, Hyderabad 500 001
Kolkata Sharepro Services Mr. A.K. Bandopadhyay 033 2353-8944 033 2353-8944
C/o Advocate
15A/1, Surah East Road
3rd Floor, Near Milan Mandir
Kolkata 700 010
Pondicherry Sharepro Services Mr. A. Arulsamy 0413 2371273 0413 2371166
C/o SICA Breweries 0413 2372728
Ayyankuttipalayam
Muthirapalayam
Pondicherry 605 009
Timings - Monday to Friday: 10.00 am to 1.00 pm and 2.00 pm to 4.00 pm
Saturday: 10.00 am to 1.00 pm
Holidays- Sundays and Bank Holidays
(g) Payment of consideration will be made by crossed account payee cheques/demand drafts and sent by registered
post and/or courier in case of consideration amount exceeding Rs.1,500 (Under Certificate of Posting otherwise) to
those shareholders whose share certificates and other documents are found in order and accepted by the Acquirer.
All cheques/demand drafts will be drawn in the name of the first holder, in case of joint registered holders.
(h) In case of physical shares, the Registrar to the Offer will hold in trust the share certificates, Form of Acceptance duly
filled in and the transfer deed/s on behalf of shareholders of SKOL who have accepted the Offer, till the cheques/
drafts for the consideration and/or the share certificates are posted.
(i) In case of dematerialized shares, the shares would reside in the Depository Escrow Account as mentioned above.
The Registrar to the Offer will debit the Depository Escrow Account to the extent of payment of consideration made
by the Acquirer and give instructions for credit of the beneficial account of the Acquirer.
(j) Barring unforeseen circumstances and factors beyond their control, Acquirer intends to complete all formalities
pertaining to the purchase of the shares, including payment of consideration to the shareholders who have accepted
the Offer by March 10, 2003.

12
(k) In case of physical shares, to the extent the equity shares are not accepted under the Offer, the rejected Share
Certificates, transfer deeds and other documents, if any, will be returned by registered post by the Registrar to the
Offer to the shareholders/unregistered owners. For the physical shares accepted under the Offer, the Registrar shall
take action for transferring the shares to the Acquirer after the consideration cheques are released to the shareholders
concerned.
(l) The Equity Shares held in dematerialized form to the extent not accepted under the Offer will be released to the
Beneficial Owner’s Depository Account with the respective DP as per details furnished by the Beneficial Owner in
the Form of Acceptance, at the sole risk of the Beneficial Owner. An intimation to that effect will be sent to the
Beneficial Owner by Ordinary Post. For the shares lying in the Depository Escrow Account, the Registrar shall take
action for transferring the shares to the Acquirer after the consideration cheques are released to the Beneficial
Owners.
(m) In terms of Regulation 22(5A) of the Regulations, shareholders desirous of withdrawing their acceptances tendered
in the Offer, can do so up to three working days prior to the date of Closure of the Offer. The withdrawal option can
be exercised by submitting the document as per the instruction below, so as to reach the Registrar to the Offer at
any of the collection centres mentioned above as per the mode of delivery indicated therein on or before February
5, 2003.
l The withdrawal option can be exercised by submitting the Form of Withdrawal as enclosed herewith.
l The shareholders are advised to ensure that the Form of Withdrawal should reach the Registrar to the Offer at
any of the collection centres mentioned in the Letter of Offer above as per the mode of delivery indicated
therein on or before the last date of withdrawal.
l Shareholders should enclose the following:
For Equity Shares held in demat form:
Beneficial owners should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/ Plain paper application submitted and the
Acknowledgement slip.
— Photocopy of the delivery instruction slip in “Off-market” mode or counterfoil of the delivery instruction
slip in “Off-market” mode, duly acknowledged by the DP.
For Equity Shares held in physical form:
Registered Shareholders should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/ Plain paper application submitted and the
Acknowledgement slip.
— In case of partial withdrawal, Valid Share Transfer form(s) duly signed as transferors by all registered
shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with
SKOL and duly witnessed at the appropriate place.
Unregistered owners should enclose:
— Duly signed and completed Form of Withdrawal.
— Copy of the Form of Acceptance-cum-Acknowledgement/Plain paper application submitted and the
Acknowledgement slip.
l The withdrawal of Shares will be available only for the Share certificates / Shares that have been received by
the Registrar to the Offer or credited to the Special Depository Escrow Account.
l The intimation of returned shares to the Shareholders will be sent at the address as per the records of SKOL /
Depository as the case may be.
l The Form of Withdrawal along with enclosure should be sent only to the Registrar to the Offer only.
l In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required
to be split, the same will be returned on receipt of share certificates from SKOL. The facility of partial withdrawal
is only available to registered shareholders.
l Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction
for receipt of the credit in their DP account.
13
 l In case of non-receipt of the Form of Withdrawal, the withdrawal option can be exercised by making an application
on plain paper along with the following details:
- In case of physical shares: Name, Address, Distinctive Nos., Certificate Nos., Folio Number, Number of
Shares tendered
- In case of dematerialized shares: Name, Address, Number of Shares tendered, DP name, DP ID, beneficiary
account number and a photocopy of delivery instructions slip in “off market” mode or counterfoil of the
delivery instruction slip in “off market” mode, duly acknowledged by the DP, in favour of the special
depository account.

11. DOCUMENTS FOR INSPECTION

The following documents will be available for inspection to the shareholders of SKOL at the Registered Office of
SWBL, whose address is given on the cover page of this document, between 10 a.m. and 1 p.m. on all working days
except Saturdays till the Offer Closing Date (i.e. February 8, 2003):
1. Certificate of incorporation, Memorandum and Articles of Association of SWBL
2. Certificate of incorporation, Memorandum and Articles of Association of SKOL.
3. Certificate dated November 8, 2002 by M/s. T.R. Chadha & Co. - Chartered Accountants confirming the valuation
of equity shares of SKOL as per the Net Assets Value method.
4. Certificates dated November 8, 2002 and December 20, 2002 by M/s. T.R. Chadha & Co. - Chartered Accountants
regarding the adequacy of financial resources with Acquirer to fulfill the Offer obligations.
5. Audited accounts of SKOL for last three years.
6. Audited accounts of SWBL for last three years.
7. Escrow Agreement dated November 7, 2002 and Supplemental Escrow Agreement dated December 19, 2002
entered amongst SWBL, Standard Chartered Bank Limited and JM Morgan Stanley Private Limited.
8. Copy of Shareholder Resolution dated October 21, 2002 of SKOL approving the offer for issue of equity shares
on a preferential basis.
9. Copy of Shareholder Resolution dated November 7, 2002 of SWBL accepting the preferential allotment and
authorizing the Open Offer under the Regulations.
10. Copy of the Board Resolution of SKOL dated November 8, 2002 allotting shares on preferential basis to SWBL.
11. Copy of the scheme of amalgamation filed by SKOL, MDL and Morkutir, on October 11, 2002 with the High
Court at Bombay under Section 391-394 of the Companies Act, 1956.
12. Copy of Public Announcement made on November 11, 2002 by Acquirer.

12. RESPONSIBILITY STATEMENT

SWBL accepts full responsibility for the information contained in this Letter of Offer, Form of Acceptance and Form
of Withdrawal and also for the obligations of the Acquirer, as laid down in the Regulations and any subsequent
amendments made thereto. SWBL is responsible for ensuring compliance with the Regulations. All information
contained in this document is as on the date of the Public Announcement, unless stated otherwise. Mr. Anand
Desai, Mr. Narendra Mehra, Mr. G. Sathis Chandran and Mr. Gobind Chandiramani have been authorized by the
shareholders of SWBL to be authorized signatories to execute the Letter of Offer.

For Shaw Wallace Breweries Limited

sd/-
Mr. G. Sathis Chandran
Authorized Signatory
Place: Mumbai
Date: December 20, 2002
Attachments: 1. Form of Acceptance-cum-Acknowledgement with Transfer Deed
2. Form of Withdrawal
14