THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer (“Bid Letter”) is being sent by The BOC Group Ltd (the “Acquirer”) along with Linde Holdings Netherlands B.V. and Linde FinanceB.V. as persons acting in concert (the “PACs”) (hereinafter the Acquirer and the PACs being collectively referred to as the “Promoter Group”), to youas a Shareholder of BOC India Limited (the “Company”) in respect of the proposed acquisition and delisting of fully paid-up equity shares having facevalue of Rs. 10/- each (“Equity Shares”) of the Company from The Bombay Stock Exchange Limited (“BSE”), the National Stock Exchange of IndiaLimited (“NSE”) and The Calcutta Stock Exchange Limited (“CSE”) (collectively, the “Stock Exchanges”) (the “Delisting Offer”). In case you haverecently sold your Equity Shares in the Company, please hand over this Bid Letter and the accompanying documents to the member of the stock

exchange through whom the sale was effected.

BID LETTERFor Delisting of Equity Shares of the Company

To the Public Shareholders of

BOC India Limited

Registered Office: Oxygen House, P43, Taratala Road, Kolkata 700088, India

From

The BOC Group LimitedRegistered Office: The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England

And

Linde Holdings Netherlands B.V.

Registered Office: Havenstraat 1, 3115HC, Schiedam, The Netherlands

And

Linde Finance B.V.Registered Office: Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands

Inviting you to tender your Equity Shares in connection with the proposed acquisition of the Equity Shares of the Company, by way of a reverse

book-building process in accordance with Securities and Exchange Board of India (Delisting of Securities) Regulations, 2009, as amended

(“Delisting Regulations”).

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Deutsche Equities India Private LimitedDB House, Hazarimal Somani Marg,Fort, Mumbai – 400 001, IndiaTel: +91 22 6658 4600Fax: +91 22 2200 6765Email: bocindia.delisting@db.comContact Person: Mr. Vivek Pabari

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S.Marg, Bhandup West, Mumbai - 400 078Tel : +91 22 2596 0320Fax: +91 22 2596 0329Email: nilesh.chalke@linkintime.co.inContact Person: Mr. Nilesh Chalke

If you wish to tender your Equity Shares to the Acquirer pursuant to this Bid Letter, you should:

l read this Bid Letter and the instructions herein;

l complete and sign the accompanying Bid Form in accordance with the instructions contained therein and in this Bid Letter;

l ensure that you have (a) credited or pledged your Equity Shares to the correct Special Depository Account (details of which are set out inparagraph 79 of this Bid Letter) and obtained a copy of your delivery instruction or pledge instruction to your depository participant, dulyacknowledged and stamped in relation thereto; or (b) executed the transfer deed in case of shares held in physical form.

l Submit: (a) your Bid Form, and (b) (i) a photocopy of your duly acknowledged delivery instruction or pledge instruction to your depositoryparticipant, as applicable, or (ii) original contract note (required only if you are an unregistered shareholder), original share certificate alongwith transfer deed duly signed in case of Equity Shares held in physical form, by hand delivery to relevant Bid Centres (as specified inparagraph 76 of this Bid Letter) between 10.00 a.m. to 3.00 p.m. on or before the Bid Closing Date. Shareholders (in particular thoseshareholders who are resident in areas where no Bid Centres are located) may also submit the above mentioned documents by registered postor courier (at their own risk and cost) to: SMC Global Securities Limited, Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports

Club, Link Road, Malad (West), Mumbai – 400064, such that they are received on or before 3.00 p.m. on the Bid Closing Date.

Floor Price: Rs. 225.29/- per fully paid-up Equity Share of the face value of Rs. 10/- each

Activity Day and Date

Resolution for delisting of Equity Shares passed by the shareholders of the Company Wednesday, July 28, 2010

Public Announcement by the Acquirer Wednesday, January 5, 2011

Specified Date# Friday, January 7, 2011

Bid Letters / Bid Forms expected to be dispatched to Public Shareholders Saturday, January 8, 2011

Bid Opening Date (10.00 AM) Monday, January 24, 2011

Last date for upward revision or withdrawal of Bids Friday, January 28, 2011

Bid Closing Date (3.00 PM) Monday, January 31, 2011

Public Announcement of Discovered Price / Exit Price and Acquirer’s acceptance / rejection of Friday, February 4, 2011

Discovered Price / Exit Price

Last date for payment of consideration for Equity Shares to be acquired in case of a successful Monday, February 14, 2011

Delisting Offer##

Last date for return to Public Shareholders of Offer Shares tendered but not acquired under the Monday, February 14, 2011

Delisting Offer

* Changes, if any will be notified to the Public Shareholders by way of corrigendum to the PA in the same newspapers where the PA was issued.

# Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the Bid Letter will be sent. However,all Public Shareholders (registered or unregistered) of the Equity Shares are eligible to participate in the Delisting Offer any time before and on the BidClosing Date.

## Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer of an Exit Price higher than the Discovered Price by theAcquirer.

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TABLE OF CONTENTS

Sr. No. Particulars Page No.

1 Background of the Delisting Offer 5

2 Object of the Delisting Offer 6

3 Information about the Promoter Group 6

4 Information on the Company 10

5 Present Capital Structure and Shareholding Pattern 11

6 Likely Post-Delisting shareholding pattern 12

7 Stock Exchange on which the Equity Shares of the Company are listed 12

8 Information Regarding Stock Market Data 12

9 Determination of Floor Price 14

10 Determination of Discovered Price and Exit Price 16

11 Conditions of the Delisting Offer 17

12 Dates of Opening And Closing of The Offer 17

13 Details of Trading Member, Bidding Centres and Bidding Procedures 17

14 Details of Escrow Account and the amount deposited therein 20

15 Procedure for Settlement 21

16 Proposed Timetable for the Delisting Offer 21

17 Statutory and Regulatory Approvals 22

18 Tax Deducted At Source 22

19 Certification By Board of Directors of The Company 23

20 BSE Disclaimers 23

21 Compliance Officer 24

22 General Disclaimer 24

3

DEFINITIONS

Acquirer The BOC Group Limited

Bid Offer by a Public Shareholder to tender his/her Offer Shares by submitting a Bid Form

at the relevant Bid Centre during the Bid Period

Bid Centres The centres listed in paragraph 76 of this Bid Letter for the submission of Bid Forms

Bid Closing Date 3:00 p.m. on January 31, 2011 being the last date of the Bidding Period

Bid Form Bid form as enclosed with this Bid Letter and specifically marked as ‘Bid Forms’

Bid Opening Date January 24, 2011 being the date on which the Bidding Period commences

Bid Period Bid Opening Date to Bid Closing Date i.e. January 24, 2011 to January 31, 2011, both

days inclusive

Bid Letter This letter inviting Bids from all Public Shareholders

BSE The Bombay Stock Exchange Limited

CDSL Central Depositary Services Limited

Company BOC India Limited

CSE The Calcutta Stock Exchange Limited

Delisting Offer Offer made by the Acquirer along with the PACs to acquire all the Offer Shares not

currently held by them, from the Public Shareholders in accordance with the Delisting

Regulations, the PA and this Bid Letter

Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

Depository Participant Instruction The instruction from a Shareholder to the Depository Participant to credit/pledge Offer

Shares to the Special Depository Account

Discovered Price The price at which the maximum number of Offer Shares are tendered being the

minimum price payable by the Acquirer for the Offer Shares it intends to acquire

pursuant to the Offer, as determined in accordance with the Delisting Regulations

DTAA Double Tax Avoidance Agreement

Equity Capital 85,284,223 fully paid-up Equity Shares of the Company of Rs. 10/- each amounting to

Rs. 852,842,230/- as on date of this Bid Letter

Equity Shares/Shares 85,284,223 fully paid-up Equity Shares of Rs. 10/- each of the Company

Escrow Amount The estimated consideration payable under the Delisting Regulations, being the Floor

Price of Rs. 225.29/- per Equity Share multiplied by the number of Equity Shares

outstanding with the Public Shareholders, i.e. 8,975,930 Equity Shares, is Rs.

2,022,187,270/- (as may be increased from time to time)

Exit Price The price finally accepted and offered by the Acquirer (which may be the Discovered

Price but not less than the Discovered Price)

Floor Price The price of Rs. 225.29 per Offer Share as determined in accordance with the Delisting

Regulations

Manager/Manager to the Offer Deutsche Equities India Private Limited

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

Offer Shares 8,975,930 Equity Shares, being approximately 10.52% of the paid up equity capital,

held by the Public Shareholders of the Company

Offer Size Offer Shares multiplied by the Floor Price amounting to Rs. 2,022,187,270/-

4

PACs (a) Linde Holdings Netherlands B.V.; and

(b) Linde Finance B.V.

Public Announcement/ PA Public Announcement of the Offer dated January 4, 2011 made by the Acquirer on

January 5, 2011 in Financial Express, English national daily – all editions; Jansatta,

Hindi national daily – all editions; and Aajkal, Bengali regional language daily

PAN Permanent Account Number

Physical Shares Offer Shares that are not in dematerialised form

Physical Shareholders Shareholders who hold Offer Shares in Physical Form

Promoter Group Collectively, the Acquirer and the PACs

Public Shareholders Shareholders of Equity Shares of the Company other than the Promoter Group

RBI Reserve Bank of India

Registrar/ Registrar to Offer Link Intime India Pvt Limited

SEBI Securities and Exchange Board of India

SEBI Act Securities and Exchange Board of India Act, 1992, as amended

Special Depository Account The account opened by the Trading Member, on behalf of the Manager to the Offer, to

which the dematerialized Offer Shares must be credited or pledged prior to submission

of Bids, details of which are set out in paragraph 79 of this Bid Letter

Specified Date January 7, 2011

Stock Exchanges BSE, NSE and CSE

Trading Member SMC Global Securities Limited

Note: All capitalized terms used in this Bid Letter, but not otherwise defined herein, shall have the meaning ascribed thereto

in the Delisting Regulations.

5

Dear Shareholder,

This is an invitation to tender your Offer Shares in the Company to the Acquirer on the terms and subject to the conditions

set out below, the PA and in accordance with the Delisting Regulations.

Background of the Delisting Offer

1. BOC India Limited is a public limited company incorporated under the Companies Act, 1956, as amended (the “Act”),

with its registered office located at Oxygen House, P43, Taratala Road, Kolkata 700088.

2. The paid-up equity share capital of the Company (the “Equity Capital”) comprises 85,284,223 fully paid-up equity

shares having face value of Rs. 10/- each (the “Equity Shares”). The Equity Shares are listed on The Bombay Stock

Exchange Limited (“BSE”), The National Stock Exchange of India Limited (“NSE”) and The Calcutta Stock Exchange

Limited (“CSE”) (collectively, the “Stock Exchanges”).

3. The BOC Group Limited (the “Acquirer”) is a company incorporated and registered under the laws of England and Wales

and having its registered office at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford, Surrey,

GU2 7XY, England, Tel. No. +44-1483-242-200, Fax No. +44-1483-242-300. The Acquirer forms part of the promoter

group of the Company and, as on the date of this Bid Letter, is the legal owner of 76,308,293 Equity Shares, representing

approximately 89.48% of the Equity Capital.

4. The Acquirer along with Linde Holdings Netherlands B.V., a company incorporated under the laws of The Netherlands

and having its registered office at Havenstraat 1, 3115HC, Schiedam, The Netherlands, Tel. No. +31 10 2461616, Fax

No. +31 10 2461600 and Linde Finance B.V., a company incorporated under the laws of The Netherlands and having its

registered office at Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands, Tel. No. +31-2030-

13800, Fax No. +31-2030-13809 (hereinafter collectively referred to as the “PACs”) (hereinafter the Acquirer and the

PACs being collectively referred to as the “Promoter Group”) is sending this Bid Letter to the public holders of the

Equity Shares (defined to mean all the shareholders of the Company other than the Promoter Group and hereinafter

referred to as the “Public Shareholders”), to acquire, in accordance with the Delisting Regulations and on the terms and

subject to the conditions set out in paragraph 71 of this Bid Letter, up to 8,975,930 Equity Shares, representing

approximately 10.52% of the Equity Capital (the “Offer Shares”). Consequent to the Delisting Offer and upon the

shareholding of the Promoter Group reaching a minimum of approximately 94.74% of the Equity Capital and fulfillment

of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist its Equity

Shares from the Stock Exchanges for the reasons set out in paragraphs 12, 13 and 14 of this Bid Letter.

5. On June 14, 2010, Linde Holdings Netherlands B.V. intimated its intention to make the Delisting Offer (either directly or

together with persons acting in concert) to the Company (the “Delisting Proposal”) and requested the Board of

Directors of the Company to convene a meeting to consider the Delisting Proposal, to place the Delisting Proposal

before the shareholders of the Company for their consideration and approval by a special resolution passed vide postal

ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations, and to seek in-principle approval of the Stock

Exchanges for delisting the Equity Shares in accordance with Regulation 8(1)(c) of the Delisting Regulations.

6. The board of directors of the Company vide its resolution dated June 15, 2010, approved the Delisting Proposal,

subject to the approval of the shareholders of the Company, the Stock Exchanges and compliance with the provisions

of the Delisting Regulations and applicable laws.

7. In this regard, a special resolution has been passed by the shareholders of the Company through postal ballot in

accordance with the provisions of Section 189(2) and 192A(2) of the Act read with the Companies (Passing of the

Resolution by Postal Ballot) Rules, 2001, the result of which was declared on July 28, 2010, approving the proposed

delisting of the Equity Shares from the Stock Exchanges in accordance with the Act and the Delisting Regulations. The

votes cast by Public Shareholders in favour of the Delisting Offer were more than two times the number of votes cast

by the Public Shareholders against it. BSE, NSE and CSE have issued their in-principle approval for the Delisting Offer,

subject to compliance with the Delisting Regulations, vide letters dated August 31, 2010, August 18, 2010 and

September 8, 2010 respectively.

8. The Reserve Bank of India (“RBI”) has, vide letter dated October 15, 2010, granted its no-objection to the acquisition of

the Offer Shares by the Acquirer pursuant to the Delisting Offer in accordance with Regulation 4 read with Regulation

10A(b)(iii) and Regulation 9 of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2000, subject to the condition that specific approval of the RBI would need to be sought in

respect of any shares tendered in the Delisting Offer by (i) erstwhile overseas corporate bodies or (ii) non resident

Indians who hold the same on non-repatriation basis.

6

9. The Acquirer has issued a PA in the following newspapers as required under Regulation 10 of the Delisting Regulations:

Newspaper Language Editions

Financial Express English All

Jansatta Hindi All

Aajkal Bengali Kolkata

10. Any modifications to the PA will be notified by issuing a corrigendum in all of the aforementioned newspapers.

11. The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 71 of

this Bid Letter.

Object of the Delisting Offer

12. The proposed Delisting Offer by the Acquirer and the delisting of the Equity Shares from the Stock Exchanges is in

furtherance of the strategic intent of The Linde Group (of which the Promoter Group forms a part) to increase integration

amongst the various entities constituting The Linde Group and with a view to achieving greater operational and

administrative efficiencies.

13. The Acquirer believes that the delisting of the Equity Shares is in the interest of the Public Shareholders of the

Company as it will provide them with an exit opportunity from the Company at a price arrived at by the reverse book

building process in accordance with the Delisting Regulations.

14. Accordingly, the Acquirer (being a promoter of the Company) proposes to acquire (in trust for Linde Holdings Netherlands

B.V.) all the Offer Shares in accordance with the Delisting Regulations and to voluntarily delist the Equity Shares of the

Company from the Stock Exchanges in accordance with the Delisting Regulations.

Information about the Promoter Group

The Acquirer

15. The Acquirer was incorporated as a private limited company under the laws of England and Wales on January 26, 1886,

with its registered office located at The Priestley Centre, 10 Priestley Road, The Surrey Research Park, Guildford,

Surrey, GU2 7XY, England, Tel. No. +44-1483-242-200, Fax No. +44-1483-242-300.

16. The name of the Acquirer has undergone the following changes:

From Up To Name

11/09/2008 Current The BOC Group Limited

01/03/1982 11/09/2008 The BOC Group plc

06/03/1981 01/03/1982 BOC International plc

10/04/1975 06/03/1981 BOC International Limited

23/07/1906 10/04/1975 The British Oxygen Company Limited

26/01/1886 23/07/1906 Brin’s Oxygen Company Limited

17. The shares of the Acquirer are not listed on any stock exchange.

18. As on the date of this Bid Letter, the paid up equity capital of the Acquirer is GBP 132,675,412.75 consisting of

530,701,651 equity shares having a face value of GBP 0.25 each.

19. The Acquirer is primarily engaged as an investment holding company for The Linde Group, holding interests in group

companies involved in the businesses of manufacturing, production, conversion, processing, refining, distilling, using,

distributing, purchasing and dealing of natural or man-made substances and relevant derivative products with the aim

of delivering value-added solutions based on the supply of gases, equipment, consumables and services for the

manufacturing, healthcare and advanced technology and research industries.

7

20. The Acquirer is a wholly owned subsidiary of Linde UK Holdings Limited, which in turn is a 100% subsidiary of Linde

AG, a public limited company incorporated under the laws of the Federal Republic of Germany and having its registered

office at Klosterhofstrasse l, 80331 Munich, Germany, Tel. No. +49-89-35757-01, Fax No. +49-89-35757-1075. Linde

Finance B.V., a PAC and a wholly owned subsidiary of Linde AG, has agreed to extend an inter corporate loan to Linde

Holdings Netherlands B.V., another PAC and wholly owned subsidiary of Linde AG, to enable it to provide the necessary

funding assistance to the Acquirer for the acquisition of the Offer Shares validly tendered in the Delisting Offer. Linde

Holdings Netherlands B.V. has in turn provided the necessary funds to the Acquirer for the purpose of funding the

Escrow Account (as defined in paragraph 92 herein below) in the form of a bank guarantee. As consideration for such

financial assistance, the Acquirer has executed a declaration of trust dated July 23, 2010 (the “Declaration of Trust”) in

favour of Linde Holdings Netherlands B.V., assigning to Linde Holdings Netherlands B.V the beneficial ownership of the

Offer Shares validly tendered to the Acquirer pursuant to the Delisting Offer.

21. The Acquirer is the legal owner of 76,308,293 Equity Shares, representing approximately 89.48% of the Equity Capital.

In this behalf, BOC Holdings, a subsidiary of the Acquirer having its registered office at The Priestley Centre, 10

Priestley Road, The Surrey Research Park, Guildford, Surrey, GU2 7XY, England, beneficially owns 26,898,891 Equity

Shares representing approximately 31.54% of the Equity Capital pursuant to declarations of trust dated July 26, 1972,

February 12, 1973, January 29, 1979, August 9, 1990, June 28, 1993, December 7, 1993 and September 30, 1997 in its

favour by the Acquirer. Further, Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity Shares representing

approximately 57.94% of the Equity Capital pursuant to a declaration of trust dated January 16, 2008 in its favour by the

Acquirer.

22. The shareholding pattern of the Acquirer as on the date of this Bid Letter is as under:

Sr. no. Name of the shareholder Number of shares held % of shareholding

1 Linde UK Holdings Limited 530,701,650 100

2 Commercium Immobilien- und Beteiligungs-GmbH(1) 1 0

Total 530,701,651 100

Note:

1) Commercium Immobilien- und Beteiligungs-GmbH holds 1 share of the Acquirer under a declaration of trust in

favour of Linde UK Holdings Limited

23. The Board of Directors of the Acquirer comprises 7 Directors namely, Prof. Dr. Wolfgang Reitzle, Georg Denoke, Jerry

Kent Masters Jr., Michael Stewart Huggon, Michael Dennis, Andrew Christopher Brackfield and Dr. Thorben Finken.

24. A brief summary of the audited financial statements of the Acquirer for the financial years ended December 31, 2009,

December 31, 2008 and December 31, 2007 is provided below:

(GBP in million except stated otherwise)

Particulars December 31, 2009 December 31, 2008 December 31, 200

Income - - 12.70

Profit after tax 43.50 543.10 220.10

Equity share capital 132.70 132.70 132.70

Share premium 686.30 686.30 686.30

Reserves 1,290.10 1,600.50 1,057.00

Net worth (1) 2,109.10 2,419.50 1,876.00

Book value per share (GBP) (2) 3.97 4.56 3.53

Earnings per share (GBP) (3) 0.08 1.02 0.41

Return on equity after taxes (%) (4) 2.06% 22.45% 11.73%

8

Notes:

2) Total of the Issued equity share capital, Share premium and Reserves

3) Calculated by dividing the net worth by the number of shares outstanding as at year end

4) Calculated by dividing the Profit after tax for the year by the number of shares outstanding as at year end

5) Calculated by dividing the Profit after tax for the year by net worth as at year end

Linde Holdings Netherlands B.V.

25. Linde Holdings Netherlands B.V. was incorporated as a private limited company under the laws of The Netherlands on

November 28, 2007, with its registered office located at Havenstraat 1, 3115HC, Schiedam, The Netherlands, Tel. No.

+31 10 2461616, Fax No. +31 10 2461600.

26. The name of Linde Holdings Netherlands B.V. has not undergone any change since its incorporation.

27. The shares of Linde Holdings Netherlands B.V. are not listed on any stock exchange.

28. As on the date of this Bid Letter, the paid-up equity capital of Linde Holdings Netherlands B.V. is EUR 160,018,000

consisting of 1,600,180 equity shares having a face value of EUR 100 each.

29. Linde Holdings Netherlands B.V. is a wholly owned subsidiary of Linde AG, the ultimate parent of the Acquirer.

30. Linde Holdings Netherlands B.V. is primarily engaged in the following activities:

(i) acquisition, holding and disposal of participations in other group companies and enterprises, as well as financing

such companies and enterprises, borrowing and lending money, providing undertakings and guarantees and

binding the company or the company’s assets for the benefit of third parties;

(ii) acquisition, exploitation and disposal of registered and other property;

(iii) providing administrative, clerical and other services to other group companies and enterprises; and

(iv) acquisition, alienation, holding, administering and/or exploiting patents, trade names, trademarks, licences, know-

how, copyrights, royalties and other rights of intellectual and/or industrial property, as well as granting a licence

to such rights and to acquire and exploit licences, both in The Netherlands and abroad.

31. Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity Shares, representing approximately 57.93% of

the Equity Capital pursuant to a declaration of trust dated January 16, 2008 in its favour by the Acquirer, which is the

legal owner of such Equity Shares.

32. Linde Holdings Netherlands B.V. has provided the necessary funding assistance to the Acquirer for the purpose of

acquiring the Offer Shares and funding the Escrow Account (as defined in paragraph 92 herein below) in the form of a

bank guarantee, and has agreed to provide the necessary funds to the Acquirer for the purpose of acquiring the Offer

Shares validly tendered in the Delisting Offer. The Acquirer has in turn executed the Declaration of Trust (as defined in

paragraph 20 above) in favour of Linde Holdings Netherlands B.V.

33. The shareholding pattern of Linde Holdings Netherlands B.V. as on the date of this Bid Letter is as under:

Sr. no. Name of the shareholder Number of shares held % of shareholding

1 Linde AG 1,600,180 100

Total 1,600,180 100

34. The Board of Directors of Linde Holdings Netherlands B.V. comprises 4 Directors namely, Jürgen Nowicki, Donald

Petrus Henricus Huberts, Joerg Meier and Björn Schneider.

35. Since Linde Holdings Netherlands B.V. is not required by local regulations and applicable law of its country of incorporation

to carry out regular audits, audited financial statements of Linde Holdings Netherlands B.V. for the financial years ended

December 31, 2008 and December 31, 2009 are not available. Accordingly, a brief summary of the unaudited financial

statements of Linde Holdings Netherlands B.V. for the financial years ended December 31, 2009 and December 31,

9

2008 and audited financial statements for the financial year ended December 31, 2007 is provided below:

(EUR in million except stated otherwise)

Particulars As on As on As on

December 31, 2009 December 31, 2008 December 31, 2007

(Unaudited) (Unaudited) (Audited)

Income - - NA

Profit after tax -16.43 -8.18 NA

Equity share capital 160.02 160.02 0.02

Share premium 345.49 208.48 NA

Reserves 1,224.64 1,236.19 NA

Net worth (1) 1,730.15 1,604.68 0.02

Book value per share (EUR) (2) 1,081.22 1,002.81 100.00

Earnings per share (EUR) (3) (10.27) (5.11) NA

Return on equity after taxes (%)(4) -0.95% -0.51% NA

Notes:

1) Total of the Issued equity share capital, Share premium and Reserves

2) Calculated by dividing the net worth by the number of shares outstanding as at year end

3) Calculated by dividing the Profit after tax for the year by number of shares outstanding as at year end

4) Calculated by dividing the Profit after tax for the year by net worth as at year end

Linde Finance B.V.

36. Linde Finance B.V. was incorporated as a private limited company under the laws of The Netherlands on May 15, 1999,

with its registered office located at Atrium 7th floor, Strawinskylaan 3111, 1000 BL Amsterdam, The Netherlands, Tel.

No. +31-2030-13800, Fax No. +31-2030-13809.

37. The shares of Linde Finance B.V. are not listed on any stock exchange.

38. As on the date of this Bid Letter, the paid up equity capital of Linde Finance B.V. is EUR 5,000,000 consisting of 5,000

equity shares each of face value EUR 1,000.

39. Linde Finance B.V. is a wholly owned subsidiary of Linde Holdings Netherlands B.V.

40. Linde Finance B.V. is primarily engaged in the following activities:

(i) Incorporation, participation, management and financing of other companies and enterprises and rendering relevant

services to such companies and enterprises and the group of companies it belongs to; and

(ii) Acquisition and holding of own as well as nominee shares or other securities; borrowing, lending and performing

all types of financial transactions for itself as well as for third parties, and providing collateral, furnishing guarantees

and encumbering assets as security of debts for itself, for its group companies as well as for third parties.

41. Linde Finance B.V., has agreed to provide an inter corporate loan to Linde Holdings Netherlands B.V., to enable the latter

to provide the necessary funding assistance to the Acquirer to acquire the Offer Shares validly tendered in the

Delisting Offer.

10

42. The shareholding pattern of Linde Finance B.V. as on the date of this Bid Letter is as under:

Sr. no. Name of the shareholder Number of shares held % of shareholding

1 Linde Holdings Netherlands B.V. 5,000 100

Total 5,000 100

43. The Board of Directors of Linde Finance B.V. comprise 4 Directors namely, Nicolaas Limmen, Georg Denoke, Björn

Schneider and Erhard Wehlen.

44. A brief summary of the audited financial statements of Linde Finance B.V. for the financial years ended December 31,

2009, December 31, 2008 and December 31, 2007 is provided below:

(EUR in million except stated otherwise)

Particulars December 31, 2009 December 31, 2008 December 31, 2007

Net interest result 15.42 17.57 22.21

Profit after tax 10.88 12.40 16.03

Issued equity share capital 5.00 5.00 5.00

Share premium 12.00 - -

Reserves & un-appropriated profits 62.90 52.02 39.62

Net worth (1) 79.90 57.02 44.62

Book value per share (EUR) (2) 15,980.20 11,403.40 8,924.35

Earnings per share (EUR) (3) 2,176.80 2,479.00 3,205.60

Return on equity after taxes (%) (4) 13.62% 21.74% 35.92%

Notes:

1) Total of the Issued equity share capital, share premium and total reserves

2) Calculated by dividing the net worth by the number of shares outstanding as at year end

3) Calculated by dividing the Profit after tax for the year by number of shares outstanding as at year end

4) Calculated by dividing the Profit after tax for the year by net worth as at year end

45. In case the Acquirer does not succeed in acquiring the requisite number of Equity Shares of the Company from the

Public Shareholders through the Delisting Offer in accordance with the Delisting Regulations or any statutory modification

or re-enactment thereof, it will ensure that the public shareholding of the Company shall comply with the minimum

level required under applicable laws within the timeframe prescribed under such laws.

Information on the Company

46. BOC India Limited is a public limited company incorporated under the Act, with its registered office located at Oxygen

House, P43, Taratala Road, Kolkata 700088.

47. The Company was incorporated on January 24, 1935 in the name of The Indian Oxygen & Acetylene Co. Private

Limited. The name of the Company has undergone the following changes since incorporation:

(i) From The Indian Oxygen & Acetylene Co. Private Limited to Indian Oxygen Limited on January 20, 1958;

(ii) From Indian Oxygen Limited to IOL Limited on September 18, 1989; and

(iii) From IOL Limited to BOC India Limited on February 6, 1995.

48. The principal activity of the Company is:

(i) Production of gases and related products comprising manufacturing and sale of industrial, medical and special

gases, equipments as well as related products; and

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(ii) Project engineering comprising manufacturing and sale of cryogenic and non-cryogenic vessels as well as

designing, supplying, testing, erecting and commissioning of projects across diverse industries.

49. A brief summary of the audited financial statements of the Company for the financial years ended December 31, 2009,

December 31, 2008 and 9 months ended December 31, 2007 is provided below:

(Rupees in million except stated otherwise)

Particulars December 31, 2009 December 31, 2008 9 months ended

December 31, 2007

Net sales (1) 8,040.56 5,333.87 2,982.06

Other income (1) 99.63 229.35 27.67

Total income (1) 8,140.19 5,563.23 3,009.73

Profit before tax (1) 902.58 1,078.01 849.36

Net profit after tax (1) 532.42 800.40 616.59

Paid-up equity share capital 852.84 852.84 490.84

Total capital employed (2) 11,740.46 10,345.70 5,909.76

Net fixed assets (3) 6,900.56 3,521.37 3,373.17

Net worth (4) 10,564.38 10,345.70 3,719.76

Earnings per share (in Rupees) (1) (5) 6.24 9.59 12.56

Return on Net worth (%) (1) (6) 5.04% 7.74% 16.58%

Notes:

1) Company changed its financial year ending from March to December in 2007. Figures for 2007 refer to the 9 months

period from April 2007 to December 2007

2) Total of Issued equity share capital, total reserves (excluding revaluation reserve), Secured loans and Unsecured loans

3) Calculated as Gross fixed assets less accumulated depreciation. Capital work in progress not included

4) Total of Issued equity share capital, share premium and total reserves (excluding revaluation reserves)

5) Reported EPS as per audited financial statements

6) Calculated by dividing the Profit after tax for the relevant accounting period by net worth as at period end

Source: Annual Reports of the Company for the years 2008 and 2009 and for the 9 months ended December 31, 2007

Present Capital Structure and Shareholding Pattern

50. The authorized equity share capital of the Company comprises 86,000,000 Equity Shares of Rs. 10/- each. The Equity

Capital comprises 85,284,223 Equity Shares. As on the date of this Bid Letter, the Company has no outstanding

preference shares, partly paid-up shares, convertible instruments or stock options. As on date, 17,056,845 Equity

Shares registered in the name of The BOC Group Ltd. are subject to lock in for 3 years from the date of allotment of

preferential shares, that is, till January 18, 2011.

51. As on the date of this Bid Letter, the Acquirer is the legal owner of 76,308,293 Equity Shares representing approximately

89.48% of the Equity Capital. In this behalf, BOC Holdings beneficially owns 26,898,891 Equity Shares representing

approximately 31.54% of the Equity Capital and Linde Holdings Netherlands B.V. beneficially owns 49,409,402 Equity

Shares representing approximately 57.94% of the Equity Capital pursuant to declarations of trust in favour of each of

BOC Holdings and Linde Holdings Netherlands B.V. by the Acquirer, as more particularly described in paragraph 21

above. Other than the shareholding mentioned herein, neither the Acquirer nor any of its directors nor any other

member of the Promoter Group holds any Equity Shares, as on the date of this Bid Letter.

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52. The shareholding pattern of the Company as on September 30, 2010 was as follows:

Shareholders Category No. of Equity Shares Approximate Percentage

Promoter’s Shareholding

Acquirer 76,308,293 89.48%

Sub-Total (a) 76,308,293 89.48%

Non-Promoter Shareholding

Institutional Investors

Mutual Funds / UTI 7,708 0.01%

Financial Institutions / Banks 19,229 0.02%

Insurance Companies 765,692 0.90%

Foreign Institutional Investors 48,667 0.06%

Others 29 0.00%

Non-Institutional Investors

Bodies Corporate 1,599,566 1.88%

Individuals 6,459,799 7.57%

Clearing Members 72,186 0.08%

Trusts 3,054 0.00%

Sub-Total (b) 8,975,930 10.52%

GRAND TOTAL (a) + (b) 85,284,223 100.00%

Source: BSE website

Likely Post Delisting Shareholding Pattern

53. The likely post-delisting shareholding pattern of the Company, assuming that all the Offer Shares held by the Public

Shareholders are acquired pursuant to the Delisting Offer, will be as follows:

Shareholder No. of Equity Shares Percentage

The BOC Group Limited 85,284,223 100.00%

Stock Exchange on which the shares of the Company are listed

54. The Equity Shares are currently listed on BSE, NSE and CSE. The Acquirer is seeking to delist the Equity Shares from

each of the BSE, NSE and CSE.

Information regarding Stock Market Data

55. The high, low and average closing prices of the Equity Shares on BSE and NSE during the preceding three calendar

years were as follows:

Calendar Year BSE

High* Low* Average**

2008 220.75 113.35 158.11

2009 185.85 114.35 153.41

2010 341.00 182.40 261.93

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Source: BSE website

* Closing high / low during the period in Rupees/Share

** Average of daily closing prices during the period

Calendar Year NSE

High* Low* Average**

2008 220.60 113.75 158.13

2009 185.95 112.60 153.48

2010 341.00 183.25 261.90

Source: NSE website

* Closing high / low during the period in Rupees/Share

** Average of daily closing prices during the period

56. The monthly high and low closing prices and the trading volume (number of Equity Shares) of the Company on BSE and

NSE during the six calendar months preceding the date of this Bid Letter were as follows:

Month BSE

High* Low* Volume**

July 2010 293.05 261.70 684,341

August 2010 305.00 278.60 969,726

September 2010 307.85 298.60 371,311

October 2010 340.20 299.00 2,174,255

November 2010 329.20 315.05 433,470

December 2010 341.00 302.20 351,468

Source: BSE website

* Closing high / low during the period in Rupees/Share

** Cumulative trading volume during the period

Month NSE

High* Low* Volume**

July 2010 292.30 261.55 911,123

August 2010 305.10 278.60 1,433,406

September 2010 308.35 298.20 782,379

October 2010 340.65 298.65 3,132,997

November 2010 328.85 314.65 642,886

December 2010 341.00 301.85 622,075

Source: NSE website

* Closing high / low during the period in Rupees/Share

** Cumulative trading volume during the period

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Determination of Floor Price

57. The Equity Shares are frequently traded on BSE and NSE within the meaning of the Explanation to Regulation 15(2) of

the Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on BSE and

NSE from December 2009 to May 2010 (being a period of six calendar months preceding the month in which BSE and

NSE were notified of the meeting of the Board of Directors of the Company in which the Delisting Proposal was

considered) is as under:

Exchange Total No. of Equity Total No. of listed Annualised trading turnover

Shares traded during EquityShares (As % of total number

December 2009 to May 2010 of listed Equity Shares)

BSE 5,613,218 85,284,223 13.2%

NSE 6,849,016 85,284,223 16.1%

Source: BSE website, NSE website

58. The average of the weekly high and low of the closing prices for the Equity Shares for the twenty six week period and

the two week period prior to the date on which the BSE and NSE were notified of the meeting of the Board of Directors

of the Company in which the Delisting Proposal was considered, as quoted on NSE, which is the stock exchange where

the shares of the Company are most frequently traded, is as under:

Particulars Price (in Rs. per Equity Share)

The average of weekly high and low of the closing prices of the Equity Shares on the

NSE during the twenty six weeks preceding the date on which NSE was notified of

the meeting of the Board of Directors of the Company in which the Delisting Proposal

was considered

Rs. 202.80/-

The average of weekly high and low of the closing prices of the Equity Shares on the

NSE during the two weeks preceding the date on which NSE was notified of the

meeting of the Board of Directors of the Company in which the Delisting Proposal

was considered

Rs. 225.29/-

Source: NSE website

59. The Equity Shares are infrequently traded on CSE within the meaning of the Explanation to Regulation 15(2) of the

Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on CSE during

December 2009 to May 2010 (six calendar months preceding the month in which the CSE was notified of the meeting

of the Board of Directors of the Company in which the Delisting Proposal was considered) is as under:

Exchange Total No. of Equity Total No. of listed Annualised trading turnover

Shares traded during EquityShares (As % of total number

December 2009 to May 2010 of listed Equity Shares)

CSE Nil 85,284,223 0%

Source: CSE

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60. Financial parameters of the Company to be taken into consideration for price calculation as per Regulation 15(3)(b) of

Delisting Regulations are listed below:

Financial Parameters As on Dec 31, 2009

Return on Networth (%)(1) 5.04%

Book Value Per Share (Rupees)(2) 123.87

Earning Per Share (Rupees) 6.24

Price to Earnings Ratio(3) 28.16

P/E Multiple based on Floor Price (4) 36.10

Average of the P/E multiple of companies forming part of the

Chemical industry (Source: Capital Market Vol XXV/08) 12.86

Notes:

1) Return on Networth is computed by dividing the Profit after Tax by Net worth for the relevant accounting period,

wherein net worth is computed as sum of equity share capital and reserves and surplus (excluding revaluation reserves)

2) Book Value per Share is computed by dividing the net worth by the number of shares outstanding as at year end

3) Historical price to earnings ratio based on EPS for the year ending December 31, 2009 and price on NSE as on December

31, 2009 (Source: NSE website)

4) Calculated by dividing Floor Price of Rs 225.29/- per share by EPS for year ending December 31, 2009

61. The following valuation exercise has been done based on the decision of the Hon’ble Supreme Court in HLL Employees

Union vs. Hindustan Lever Limited (1995), 83 Com Case 30 (the “HLL Judgment”) by taking into account the following

methods of valuation:

1. Net Asset Value Method

2. Profit Earning Capacity Value (“PECV”) Method and

3. Market Value Method.

  Dec 31, 2007 Dec 31, 2008 Dec 31, 2009 Weighted Average

Weights 1 2 3  

Return on Networth (%) 16.71% 7.74% 5.04% 7.88%

PAT (Rs MM) 621.50 800.40 532.40 636.58

Book Value per Share (Rs) 75.78 121.31 123.87 115.00

Earnings per Share (Rs) 12.66 9.59 6.24 8.43

PE ratio on Floor Price 17.80 23.49 36.10 26.73

Price/Earnings Ratio *       12.86

Source: * Capital Market Vol XXV/08

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62. Computation of fair value as per the HLL Judgment is as per the parameters listed below:

Method Value Weight Weighted Value

Parameters (a) (b) (a) X (b)

Net Asset Value 115.00 1 115.00

PECV value 74.64 2 149.29

Market based value 108.42 2 216.83

Total   5 481.12

Value per share     96.22

Capitalisation rate (for PECV method) 10%

Accordingly, the value of Equity Shares, as per Regulation 15(3)(b) of the Delisting Regulations is Rs. 96.22/- per Equity

Share.

63. In accordance with Regulation 15(2) read in conjunction with Regulation 15(3) of the Delisting Regulations, the Floor

Price per Equity Share shall be the higher of the following:

i) The highest price paid by the Acquirer for acquisitions of equity shares of the Company,

including by way of allotment in a public or rights or preferential issue during the twenty

six weeks prior to the date on which the Stock Exchanges were notified of the meeting

of the Board of Directors of the Company in which the Delisting Proposal was considered.

Not Applicable

ii) The highest of the average of the weekly high and low of the closing prices for the

equity shares for the twenty six week period and the two week period prior to the date

on which the Stock Exchanges were notified of the meeting of the Board of Directors of

the Company in which the Delisting Proposal was considered, as quoted on the stock

exchange where the shares of the Company are most frequently traded, i.e. the NSE.

Rs. 225.29/-

iii) Price determined by taking into account financial parameters including return on net

worth, book value of the shares of the Company, earning per share, price earning multiple

vis-a-vis the industry average.

Rs. 96.22/-

64. Based on the above, the Floor Price of Rs. 225.29/- per Equity Share of the Company is justified in terms of Regulation

15(2) and Regulation 15(3) of the Delisting Regulations.

65. Public Shareholders may tender their Offer Shares at any time during the Bid Period (as defined in paragraph 72) and at

any price at or above the Floor Price in accordance with the terms and subject to the conditions set out herein.

Determination of Discovered Price and Exit Price

66. The minimum price per Equity Share (the “Discovered Price”) payable by the Acquirer for the Offer Shares it acquires

pursuant to the Delisting Offer, as determined in accordance with the Delisting Regulations, will be the price at which

the maximum number of Offer Shares are validly tendered pursuant to a reverse book-building process in the manner

as specified in Schedule II of the Delisting Regulations.

67. The Acquirer is obligated to accept the Discovered Price if it is equal to the Floor Price, but is under no obligation to

accept the Discovered Price if it is higher than the Floor Price. The Acquirer may, in its sole and absolute discretion,

accept the Discovered Price, if it is higher than the Floor Price, or offer a price higher than the Discovered Price for the

Offer Shares (collectively the “Exit Price”). If the Acquirer does not accept the Discovered Price, when it is higher than

the Floor Price, or offer a price higher than the Discovered Price, the Acquirer will have no obligation to acquire the Offer

Shares validly tendered in the Delisting Offer and the Delisting Offer will be withdrawn.

68. If the Acquirer decides to accept an Exit Price and make a public announcement regarding the same in terms of

Regulation 18 of the Delisting Regulations (the “Second Public Announcement”), the Acquirer will, subject to the

conditions mentioned in paragraph 71 below, acquire all Offer Shares which have been validly tendered at prices up to

17

and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share purchased pursuant

to the Delisting Offer. The Acquirer will not accept Offer Shares tendered at a price that exceeds the Exit Price.

69. If the Acquirer does not accept the Discovered Price, when it is higher than the Floor Price, the Acquirer will have no

obligation to acquire the Offer Shares tendered in the Delisting Offer, the Delisting Offer will be withdrawn and the

dematerialized Offer Shares deposited in the Special Depository Account or pledged in favour of the Manager to the

Offer (as hereinafter defined) as per paragraph 80 of this Bid Letter and physical Offer Shares tendered as per paragraph

84 of this Bid Letter, will be dealt with in the manner prescribed in paragraph 97 below.

70. The Acquirer shall announce its decision to reject the Discovered Price or offer the Exit Price (if any) in the same

newspapers in which the PA has appeared, in accordance with the timetable set out in paragraph 99 of this Bid Letter.

Conditions of the Delisting Offer

71. The acquisition of Offer Shares by the Acquirer and the delisting of the Equity Shares of the Company are conditional

upon:

a) The Acquirer deciding in its sole and absolute discretion to accept an Exit Price and making the Second Public

Announcement;

b) A minimum number of Offer Shares being validly tendered at prices up to or equal to the Exit Price so as to

cause the shareholding of the Acquirer in the Company to reach a minimum of approximately 94.74% of the

Equity Capital; and

c) There being no amendments to the Delisting Regulations or other applicable laws or regulations or conditions

imposed by any regulatory/ statutory authority/body or order from a court or competent authority which

would, in the sole opinion of the Acquirer, prejudice the Acquirer from proceeding with the Delisting Offer.

Dates of Opening and Closing the Bid Period

72. Public Shareholders may tender their Offer Shares (the “Bids”) by submitting a Bid Form (as hereinafter defined) to the

relevant Bid Centre (as hereinafter defined) during the Bid Period (as hereinafter defined). The period during which

Public Shareholders may tender their Offer Shares to the Trading Member (as hereinafter defined) pursuant to the

reverse book-building process (the “Bid Period”) shall commence at 10.00 a.m. on January 24, 2011 (the “Bid Opening

Date”) and close at 3.00 p.m. on January 31, 2011 (the “Bid Closing Date”).

73. Bid Forms received after 3.00 p.m. on the Bid Closing Date will not be considered valid Bids and not be accepted for the

purpose of determining the Discovered Price pursuant to the reverse book-building process.

74. This Bid Letter is being dispatched to only those Public Shareholders whose names appear on the register of members

of the Company or the depository on the Specified Date (as stated in paragraph 99 of this Bid Letter).

Details of Trading Member, Bidding Centres and Bidding Procedures

75. Public Shareholders may tender their Offer Shares through an online electronic system, the facility for which will be

provided by BSE. Public Shareholders may lodge their Bids through SMC Global Securities Limited, the trading member

of BSE (the “Trading Member”).

76. The details of centres of the Trading Member where the Bids shall be submitted by hand delivery (the “Bid Centres”)

are as follows:

Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number

No.

1 Mumbai Dheeraj Sagar Co-operative Mr. Prabir Kumar 022 67341600 – 30 022 2880 5606

Housing Society, Singh / Ms. Divya

Opp. Goregaon Sports Club, Pramod

Link Road, Malad (West),

Mumbai – 400064

18

2 Mumbai 258, Perin Nariman Street, Fort, Mr. Mahesh 022 6651 8046 – 47 022 6654 1800

Mumbai – 400 001 Chandra Joshi

3 Kolkata 18, Rabindra Sarani, Poddar Court, Mr. Nalla Nageswar 033 3984 7000 – 04 033 3984 7000

Gate No. 4, 4th Floor, Rao / Mr. Sankit

Kolkata – 700001

4 Kolkata 16, India Exchange Place, Mr. Subrata Sheet 033 3984 2047 033 3984 2048

2nd Floor, Room no. 9,

Kolkata – 700001

5 Delhi 11/6B, Shanti Chamber, Mr. Devendra Mani 011 3011 1000 011 2575 4383

Pusa Road, New Delhi – 110005 Dwivedi

6 Delhi 415-416, Roots Tower, Mr. Sandeep Valiya 011 22456450 011 2244 5328

Laxmi Nagar, District centre, 011 2244 5325 – 26

Delhi – 110091

7 Dehradun Shop no. 7,8,9 &10, Shiva Palace, Mr. Shobit Bansal 0135 3209991 – 92 / NA

II Floor, Rajpur Road, 95

Dehradun – 248001

8 Bangalore Premises 7-10, Ground Floor, Mr. V Mahesha 080 40910 034 / 35 NA

Gold Tower, # 50 (Old no.98),

Residency Road,

Banker 25, Bangalore – 560025

9 Pune 1st Floor, Dealing Chambers, Mr. Vedant Kabra 020 6680 5805, NA

Opp. Hotel Subdhra, 6680 5801

Near Sai Petrol Pump, J.M.Road,

Pune – 411005

10 Chennai 2A, 2nd Floor, Mookambika Mr. Murli 044 3910 9100 – 044 3910 9111

Complex, 4 Lady Desikachari 122

Road, Mylapore,

Chennai – 600004

11 Chennai Jayam Complex, AA147, IV Floor, Mr. V. Sasi Kumar 044 4217 1113, NA

III Avenue, Anna Nagar, 044 4217 2444,

Chennai – 600 040 044 3250 9226,

044 3250 9228

12 Ahmedabad F/1 Satyam Complex, Mr. Hetal N Shah / 079 2642 4801 – 04 079 3061 5572/

Jawahar Chowk, Maninagar, Mr. Nishit Shah 34

Ahmedabad – 380008

13 Ahmedabad 303, R.K. House, Behind Shilp Mr. Kartik D Dave / 079 2642 4222 /33 079 2642 4222

Building, Opp. Sharda Furniture, Mr. Chirav Shah 079 3007 4884

C.G. Road, Ahmedabad – 380009

14 Indore M-4-5-6, Mezzanine Floor, Mr. Yogesh Bagora 0731 3070600/18 0731 3070617

Commerce House Building,

7, Race Course Road,

Indore – 452001, Madhya Pradesh

15 Hyderabad 206 III Floor, Above CMR Mr. Saied Mastan 040 3078 0297, 040 4002 1612

Exclusive, Bhuvana Tower 040 3078 0299,

S.D Road, Secunderabad, 040 3092 0623

Andhra Pradesh – 500003

19

77. Public Shareholders may submit their Bids by completing the Bid Forms accompanying their Bid Letters (the “Bid

Forms”) and submitting these Bid Forms to the Trading Member at any of the Bid Centres set out above by hand

delivery on or before the Bid Closing Date. Bid Forms submitted by hand delivery must be delivered to the Bid Centres

during the following hours: Monday to Friday – 10.00 AM to 3.00 PM.

78. Public Shareholders (in particular those Public Shareholders who are resident in areas where no Bid Centres are

located) may also submit their Bids by registered post or speed post only (at their own risk and cost) so as to ensure that

their Bid Forms are delivered to: SMC Global Securities Limited, Dheeraj Sagar Co-operative Housing Society, Opp.

Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064, on or before 3.00 PM on the Bid Closing Date. If duly

filled Bid Forms arrive before the Bid Period opens, the Bid will continue to remain valid, subject to the Trading Member

not submitting the Bid until the commencement of the Bid Period. The Bid Forms should not be dispatched to the

Acquirer, the Company, the Manager to the Offer or the Registrar to the Offer under any circumstances.

79. The Trading Member, on behalf of the Manager to the Offer, has opened a special depository account with SMC Global

Securities Limited (the “Special Depository Account”), details of which are as follows:

Trading Member SMC Global Securities Limited

Special Depository Account Name BOC INDIA LTD – DELISTING ESCROW A/C – SMC GLOBAL

SECURITIES LTD

Name of Depository Participant SMC Global Securities Limited

Depository Participant Identification Number 12027000

Client Identification Number 00123839

80. In order for Bid Forms to be valid, Public Shareholders, who wish to participate in the reverse book building process,

should transfer their Offer Shares from their respective depository accounts to the Special Depository Account prior to

the submission of their Bid, and enclose a photocopy of the delivery instruction to their depository participant, duly

acknowledged by such depository participant, along with the Bid Form. Alternatively, Public Shareholders who hold

Equity Shares in dematerialized form, may mark a pledge for their Offer Shares to the Manager to the Offer in favour of

the Special Depository Account prior to the submission of their Bids, and enclose a photocopy of the pledge instruction

to their depository participant with the due acknowledgment by such depository participant, along with the Bid Form.

81. All transfers should be in off-market mode. Multiple Bids from the same depository account are liable to be

rejected.

82. Public Shareholders who hold their Offer Shares through National Securities Depository Limited will have to execute

an inter-depository delivery instruction for the purpose of crediting their Offer Shares in favour of the Special Depository

Account of the Trading Member.

83. It is the responsibility of the Public Shareholders to ensure that their Offer Shares are credited or pledged to the

Special Depository Account (in accordance with paragraph 80 of this Bid Letter) on or before 3.00 PM on the Bid

Closing Date.

84. In order for Bid Forms to be valid, (i) unregistered Public Shareholders who hold Offer Shares in physical form must

have submitted the Bid Form along with the original contract note issued by a registered share broker of a recognized

stock exchange through whom such Equity Shares were acquired accompanied by the duly signed share certificate(s)

and transfer deed(s); and (ii) registered Public Shareholders who hold Offer Shares in physical form, must have

submitted the Bid Form along with the duly signed original share certificate(s) and transfer deed(s). In each case, the

Public Shareholders must submit the relevant documents either by hand delivery or by registered post or by courier

such that these are received by the Trading Member before 3.00 p.m. on the Bid Closing Date. The Trading Member

will, after entering the Bids on the online electronic system, send them to the Registrar to the Offer (as hereinafter

defined) for confirming their genuineness. The Bids in respect of the share certificates which are found to be not

genuine, as communicated to the Trading Member by the Registrar to the Offer, during the Bid Period, shall be deleted

from the online electronic system. If any such instances are noticed by the Registrar to the Offer after the Bid Period, the

respective Bids shall be rejected by the Registrar to the Offer directly.

20

85. It shall be the responsibility of the Public Shareholders tendering their Equity Shares in the Delisting Offer to obtain all

requisite approvals (including corporate, statutory or regulatory approvals) if any, prior to tendering in the Delisting

Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should attach a copy of any

such approval to the Bid Form, wherever applicable. Once the Offer Shares are credited or pledged to the Special

Depository Account or physical Offer Shares submitted to the Trading Member, the Acquirer shall assume that the

Public Shareholders have submitted their Bid(s) only after obtaining applicable approvals, if any. In any case, the

Acquirer reserves the right to reject those Bid Forms which are submitted without attaching a copy of such required

approvals.

86. The Trading Member, on behalf of the Manager to the Offer, will hold in trust the Offer Shares deposited in the Special

Depository Account or pledged to the Manager to the Offer in accordance with paragraph 80 above. The Registrar to the

Offer will hold in trust the share certificate(s) and transfer deed(s) delivered to it by the Trading Member in accordance

with paragraph 84 above, until the Acquirer completes its obligations under the Delisting Offer in accordance with the

Delisting Regulations.

87. The ISIN number for the Equity Shares is INE473A01011.

88. In the event that some Public Shareholders do not receive, or misplace, their Bid Letters, they may obtain a copy of the

same by writing to Link Intime India Pvt Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup West, Mumbai

-400078 (the “Registrar to the Offer”), clearly marking the envelopes “BOC India Limited Delisting Offer”. Public

Shareholders may obtain copies of Bid Forms at the Bid Centres.

89. The Offer Shares to be acquired under this Delisting Offer are to be acquired free from all liens, charges and encumbrances

and together with all rights attached thereto. Offer Shares that are subject to any liens, charges or encumbrances are

liable to be rejected.

90. Paragraph 5 of Schedule II of the Delisting Regulations provides that Public Shareholders, who have tendered their

Offer Shares by submitting Bids pursuant to the terms of the PA and this Bid Letter, may withdraw or revise their Bids

upwards not later than one day before the Bid Closing Date. Downward revision of the Bids is not permitted. Any such

request for revision or withdrawal of the Bids can only be exercised by submitting the Form of Withdrawal or Form of

Revision respectively so as to reach the Trading Member at 11/6B, Pusa Road, Shanti Chambers, New Delhi-110005 on

or before 3.00 p.m. as on one day prior to the Bid Closing Date. Please note that the Form of Withdrawal and/or Form

of Revision will not be accepted at other Bid Centres.

Details of Escrow Account and the amount deposited therein

91. The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs. 225.29/- per Equity

Share multiplied by the number of Equity Shares outstanding with the Public Shareholders, i.e. 8,975,930 Equity

Shares, is Rs. 2,022,187,270/- (as may be increased from time to time, the “Escrow Amount”). In the event the

Acquirer decides to announce an Exit Price higher than the Floor Price in accordance with paragraph 67 above, the

Acquirer shall forthwith substitute the Bank Guarantee (as defined below) with another bank guarantee representing

such increased Escrow Amount in accordance with Regulation 11(2) of the Delisting Regulations and the definition of

“Escrow Amount” herein shall be deemed to include such increase, if any.

92. In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer, Deutsche Equities India

Private Limited, having its registered office at Kodak House, 3rd Floor, Dr. D.N. Road, Fort, Mumbai – 400 001 (the

“Manager to the Offer”) and Deutsche Bank AG, Mumbai Branch, having its registered office at Kodak House, 222 Dr.

D. N. Road Fort, Mumbai 400001 (the “Escrow Bank”), have entered into an escrow agreement dated November 29,

2010 (the “Escrow Agreement”), pursuant to which the Acquirer has opened an escrow account with the Escrow Bank

(the “Escrow Account”). The Escrow Account consists of inter alia a bank guarantee dated December 2, 2010 (the

“Bank Guarantee”) issued by the Escrow Bank on behalf of the Acquirer in favour of the Manager to the Offer for the

Escrow Amount calculated in terms of paragraph 91 above.

93. In the event of default by the Acquirer in fulfilling its obligations under the Delisting Regulations, the Manager to the

Offer has been authorised to realise the value of the Escrow Amount as per the provisions of the Delisting Regulations.

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Procedure for Settlement

94. In case the Acquirer decides to accept the Exit Price and makes the Second Public Announcement in accordance with

paragraph 68 above and all other conditions attaching to the Delisting Offer are satisfied, the Acquirer shall forthwith

open a special account with the Escrow Bank and transfer thereto, the entire amount due and payable as consideration

in respect of the Equity Shares validly tendered in the Delisting Offer at a price up to or equal to the Exit Price in

accordance with Regulation 20(1) of the Delisting Regulations. The Acquirer shall thereafter acquire all Offer Shares

that have been validly tendered at prices up to or equal to the Exit Price, for a cash consideration equal to the Exit Price

for each such Offer Share, subject to applicable taxes as described in paragraphs 105-111 of this Bid Letter.

95. All the Public Shareholders whose Bids were at a price up to or equal to the Exit Price and whose Bids were verified to

be genuine in accordance with the Delisting Regulations shall be paid the Exit Price for each Offer Share validly

tendered, within ten working days from Bid Closing Date (i.e. by February 14, 2011) by way of crossed account payee

cheque/demand draft/pay order. All cheques/demand drafts/pay orders will be drawn in the name of the first holder in

case of joint holders of Equity Shares.

96. Additionally, if and once the Equity Shares have been delisted, all Public Shareholders whose Offer Shares have not

been acquired by the Acquirer may validly tender their Equity Shares to the Acquirer at the Exit Price during a period

of up to twelve months following the date of delisting of the Equity Shares from the Stock Exchanges (the “Exit

Window”). Such Public Shareholders may tender their Equity Shares by submitting the required documents to the

Registrar to the Offer during the Exit Window.

97. If the Acquirer does not accept or offer an Exit Price, all dematerialized Offer Shares deposited in the Special Depository

Account or pledged with the Manager to the Offer in accordance with paragraph 80 of this Bid Letter and physical Offer

Shares tendered as per paragraph 84 of this Bid Letter, will, (i) in the case of dematerialized Offer Shares deposited in

the Special Depository Account, be credited back to the respective depository account with the respective depository

participants as per the details furnished by the relevant Public Shareholder in the Bid Form; (ii) in the case of dematerialized

Offer Shares pledged to the Manager to the Offer, have the pledge revoked and (iii) in the case of physical Offer Shares,

be dispatched to the relevant Public Shareholders by registered post, at the Public Shareholder’s sole risk; the actions

in respect of both (i), (ii) and (iii) above being completed within ten working days from the Bid Closing Date (i.e. by

February 14, 2011), as stipulated under the Delisting Regulations.

98. Equity Shares from any invalid Bid will (i) in the case of dematerialized Offer Shares deposited in the Special Depository

Account, be credited back to the respective depository account with the respective depository participants as per the

details furnished by the relevant Public Shareholder in the Bid Form; (ii) in the case of dematerialized Offer Shares

pledged to the Manager to the Offer, have the pledge revoked and (iii) in the case of physical Offer Shares, be

dispatched to the relevant Public Shareholders by registered post / speed post, at the Public Shareholder’s sole risk;

the actions in respect of both (i), (ii) and (iii) above being completed within ten working days from the Bid Closing Date

(i.e. by February 14, 2011), as stipulated under the Delisting Regulations.

Proposed Time Table for the Delisting Offer

99. The proposed timetable for the Delisting Offer is as follows:

Activity Day and Date

Resolution for delisting of Equity Shares passed by the shareholders of Wednesday, July 28, 2010

the Company

Public Announcement by the Acquirer Wednesday, January 5, 2011

Specified Date# Friday, January 7, 2011

Bid Letters / Bid Forms expected to be dispatched to Public Shareholders Saturday, January 8, 2011

Bid Opening Date (10.00 AM) Monday, January 24, 2011

Last date for upward revision or withdrawal of Bids Friday, January 28, 2011

Bid Closing Date (3.00 PM) Monday, January 31, 2011

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Activity Day and Date

Public Announcement of Discovered Price / Exit Price and Acquirer’s Friday, February 4, 2011

acceptance / rejection of Discovered Price / Exit Price

Last date for payment of consideration for Equity Shares to be acquired in Monday, February 14, 2011

case of a successful Delisting Offer##

Last date for return to Public Shareholders of Offer Shares tendered but not Monday, February 14, 2011

acquired under the Delisting Offer

*. Changes, if any will be notified to the Public Shareholders by way of corrigendum to the PA in the same newspapers

where the PA was issued.

# Specified Date is only for the purpose of determining the names of the Public Shareholders as on such date to whom the

Bid Letter will be sent. However, all Public Shareholders (registered or unregistered) of the Equity Shares are eligible to

participate in the Delisting Offer any time before and on the Bid Closing Date.

## Subject to the acceptance of the Discovered Price (if it is higher than the Floor Price) or offer of an Exit Price higher than

the Discovered Price by the Acquirer.

Statutory and Regulatory Approvals

100. To the best of the Acquirer’s knowledge, as of the date of this Bid Letter, there are no other statutory or regulatory

approvals required to acquire the Offer Shares other than as indicated above. If any statutory or regulatory approvals

become applicable, the acquisition of Offer Shares by the Acquirer and the Delisting Offer will be subject to such

statutory or regulatory approvals.

101. The Acquirer reserves the right not to proceed with the Delisting Offer in the event the approvals indicated above are

not obtained or conditions which the Acquirer considers in its sole discretion to be onerous are imposed in respect of

such approvals.

102. The Acquirer reserves the right not to proceed with the Delisting Offer if any amendments to the Delisting Regulations occur.

103. In the event that receipt of the requisite statutory and regulatory approvals are delayed, the Acquirer may, with such

permission as may be required, make changes to the proposed timetable in paragraph 99 of this Bid Letter or may delay

the Delisting Offer, and any such change shall be intimated by the Acquirer by issuing an appropriate corrigendum in all

the newspapers where the PA is being issued.

104. It shall be the responsibility of the Public Shareholders to obtain, prior to tendering in the Delisting Offer, all approvals

(including corporate, statutory or regulatory approvals) required for tendering Equity Shares in the Delisting Offer as

applicable, and the Acquirer shall take no responsibility for the same. The Public Shareholder should attach a copy of

any such approval to the Bid Form, wherever applicable. If such a copy is not attached, the Acquirer reserves the right

to reject such Equity Shares.

Tax Deducted At Source

Summary of key provisions related to Tax Deduction at Source under the Income Tax Act, 1961, as amended (the “IT Act”):

105. All Public Shareholders would be either classified as resident or non-resident, which status is to be determined on the

basis of criteria laid down in Section 6 of the IT Act.

106. No tax is required to be deducted on payment of consideration to resident Public Shareholders. The consideration

payable to non-resident Public Shareholders would be subject to deduction of tax at source at rates of tax applicable to

short term capital gains, as provided in the Finance Act for financial year 2010 – 2011 (“Applicable Tax Rate”), on the

entire amount to be paid (including interest).

107. The Applicable Tax Rate in case of non-resident Public Shareholders is dependent on various factors. All Public

Shareholders are required to declare information with respect to inter alia the following factors while submitting the

Bid Form:

(a) Residential status of the Public Shareholder i.e., resident or non-resident;

(b) Category to which the non-resident shareholder belongs i.e.:

(i) Non Resident Indian (Individual) (“NRI”), or

(ii) Overseas Corporate Body (“OCB”), or

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(iii) Non-domestic company, or

(iv) Foreign Institutional Investor (an “FII”) registered as a company, or

(v) FII other than a company, or

(vi) any other non-resident;

(c) Whether the shares are held on Investment Account or on Trading Account.

108. As per the provisions of Section 2(37A)(iii) of the IT Act, for the purposes of deduction of tax under Section 195 of the

IT Act the Applicable Tax Rate would be the rate or rates of income-tax specified in this behalf in the applicable Finance

Act for financial year 2010 – 2011 or the rate or rates of income tax specified in an agreement entered into by the

Central Government under Section 90 of the IT Act or an agreement notified by the Central Government under Section

90A of the IT Act, whichever is applicable by virtue of the provisions of Section 90 or Section 90A of the IT Act, as the

case may be, i.e., whichever is beneficial. Further, as per the provisions of Section 196 D(2) of the IT Act, no deduction

of tax at source shall be made from any income by way of capital gains, arising from the transfer of securities referred

to in Section 115AD of the IT Act, payable to an FII.

109. In case the aforementioned categories of non-resident Public Shareholders require the Acquirer not to deduct tax or to

deduct tax at a lower rate or on a lower amount, they would need to obtain a certificate from the income tax authorities

either under Section 195(3) or under Section 197 of the IT Act, and enclose the same while submitting their Bid Forms.

In case neither of the certificates (i.e. certificate under Section 195 (3) or 197) is submitted, tax will be deducted at

Applicable Tax Rate, as may be applicable to the category of the Public Shareholder, on the entire consideration amount

(including interest) payable to such Public Shareholder.

110. NRIs / OCBs / FIIs / other non-resident Public Shareholders having their country of origin / incorporation as Mauritius or

any other country which has signed a Double Tax Avoidance Agreement with India and who want to avail the benefit

of deduction of tax at a lower rate are requested to furnish the copy of Tax Residency Certificate along with other

documents as would be required by the Acquirer. In case the documents are not submitted or the Acquirer is not

satisfied regarding the same, the Acquirer shall deduct tax as aforesaid on the gross consideration.

In a case where tax is deductible at source, the position summarized above is applicable only to those non-resident

Public Shareholders who have obtained Permanent Account Number (“PAN”) under the IT Act and furnish this number

in the Bid Form. Copy of PAN card is also required to be attached as evidence.

111. In case PAN is not obtained or PAN is not mentioned in Bid Form or copy of PAN card is not attached, tax at the rate of

20% or at the Applicable Tax Rate, whichever is higher, plus surcharge and education cess, at applicable rates, will be

deducted at source.

All the Public Shareholders are advised to consult their tax advisors for the treatment that may be given by their

respective assessing officers in their case, and the appropriate course of action that they should take. The Acquirer

and the Manager to the Offer do not accept any responsibility for the accuracy or otherwise of such advice. The tax

rates and other provisions may undergo changes. If for any reason, the income tax authorities raise a tax claim on

the Acquirer and seek to recover tax on the Delisting Offer from the Acquirer (where such tax claim actually

pertains to, or is relatable to, the tax liability of the tendering Public Shareholder), the tendering Public Shareholder

agrees to indemnify the Acquirer for the same.

Certification By The Board Of Directors Of The Company

112. The Board of Directors of the Company have confirmed that –

a. There were no material deviations in utilization of proceeds of issue of securities, made during the five years

immediately preceding the date of this Bid Letter, from the stated object of the issue; and

b. All material information which is required to be disclosed under the provisions of the listing agreements executed

by the Company with the Stock Exchanges pertaining to continuous listing has been disclosed to the Stock

Exchanges.

BSE Disclaimers

113. It is to be distinctly understood that the permission given by BSE to use their electronic automated facilities and

infrastructure for “online reverse book building facility for delisting of securities” should not in any way be deemed or

construed to mean that the compliance with various statutory and other requirements by the Company, Acquirer or the

Manager to the Offer, etc. are cleared or approved by BSE; nor does BSE in any manner warrant, certify or endorse the

correctness or completeness of any of the compliance with the statutory and other requirements; nor does BSE have

24

any financial responsibility or liability in this regard; nor does BSE take responsibility in any way for the financial or other

soundness of the Company, its promoters or its management.

114. It is also to be distinctly understood that the approval given by BSE should not in any way be deemed or construed to

mean that this Bid Letter has been cleared or approved by BSE, nor does BSE in any manner warrant, certify or endorse

the correctness or completeness of any of the contents of the announcements, nor does BSE warrant that the securities

will be delisted.

115. Every person who desires to avail of the exit opportunity may do so pursuant to independent inquiry, investigation and

analysis and shall not have any claim against BSE or against the Investor Protection Fund set up by BSE whatsoever by

reason of any loss which may be suffered by such person consequent to or in connection with such offer and tender of

securities through the reverse book building process whether by reason of anything stated or omitted to be stated

herein or any other reason whatsoever.

Compliance Officer

116. The Compliance Officer of the Company is Mr. Pawan Marda, BOC India Limited, Oxygen House, P43, Taratala Road,

Kolkata 700088, India, Fax No.: + 91 33 2401 4206/8471; Phone No.: + 91 33 2401 5172 ; Email: Pawan.Marda@boci.co.in.

General Disclaimer

Every person who desires to avail of the Delisting Offer may do so pursuant to independent inquiry, investigation and analysis

and shall not have any claim against the Acquirer, PACs, the Manager to the Offer or the Company whatsoever by reason of

any loss which may be suffered by such person consequent to or in connection with such Delisting Offer and tender of

securities through the reverse book building process in accordance with the Delisting Regulations.

Yours faithfully,

For and on behalf of the Acquirer

Sd/-

The BOC Group Limited

Date: January 4, 2011

Encl.:

For demat Shareholders

1. Bid Form

2. Bid Revision / Withdrawal Form

For Physical Shareholders (holders of Shares in the physical form)

1. Bid Form

2. Bid Revision / Withdrawal Form

3. Transfer Deed

1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please read this document along with the Public Announcement dated January 4, 2011 and published on January 5, 2011(“PA”) and the Bid Letter dated January 4, 2011 (“Bid Letter”) issued by The BOC Group Ltd (the “Acquirer” or the “Promoter”)

along with Linde Holdings Netherlands B.V. and Linde Finance B.V. as persons acting in concert (the “PACs”), since the terms

and conditions of the PA and the Bid Letter are deemed to have been incorporated in and form part of this document. Unless

the context otherwise requires, capitalized expressions in the Bid cum Acceptance Form have the same meaning as defined

in the PA and the Bid Letter)

BID CUM ACCEPTANCE FORM

In respect of Equity Shares of Face Value of Rs. 10/- each of

BOC INDIA LIMITED

pursuant to the Delisting Offer by The BOC Group Limited

Bid Opening Date Last Date for Revision (Upwards) or Withdrawal Bid Closing Date

Monday, January 24, 2011 Friday, January 28, 2011 Monday, January 31, 2011

10.00 am 3.00 pm 3.00 pm

Floor Price Discovered Price Exit Price

Rs. 225.29 per Equity Share Price at which maximum Offer Shares are validly Discovered Price or price

tendered during the Bid Period higher than Discovered Price

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(Leave blank – to be filled in by the Trading Member)

Bid Centre Application No Date

All future correspondence should be addressed to the same Bid Centre where you have submitted your original Bid or at the

following address:

SMC Global Securities LimitedDheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064

Tel. No: +91 22 67341600-30; Fax: +91 22 28805606; E-mail: prabirsingh@smcindiaonline.comContact Person: Mr. Prabir Kumar Singh

Please note that no correspondence regarding the submission, revision or withdrawal of the Bid should be sent to the Registrar to

the Offer or to the Manager to the Offer. All such correspondence should be sent to the Trading Member only.

Dear Sir(s),

Re: Delisting Offer for Equity Shares of BOC India Limited (the “Company”) by the Acquirer through reverse book building

process at a Floor Price of 225.29 per Equity Share (“Delisting Offer”)

1. I/We, having read and understood the terms and conditions set out below, in the PA and in the Bid Letter, hereby tender

my/our Offer Shares in response to the Delisting Offer.

2. I/We understand that the Trading Member to whom this Bid cum Acceptance Form is sent, is authorized to tender the

Offer Shares on my/our behalf and the Offer Shares tendered under the Delisting Offer, shall be held in trust by the

Manager to the Offer / Registrar to the Offer until the time of the dispatch of payment of consideration calculated at

Discovered/Exit Price and/or the unaccepted Offer Shares are returned.

3 I/We hereby undertake the responsibility for the Bid cum Acceptance Form and the Offer Shares tendered under the

Delisting Offer and I/We hereby confirm that the Acquirer/Manager to the Offer/Registrar to the Offer/Trading Member

shall not be liable for any delay/loss in transit resulting into delayed receipt or non receipt of the Bid cum Acceptance

Form along with all requisite documents, by the Trading Member or delay/failure in credit of Offer Shares to the Special

Depository Account within due time, due to inaccurate/incomplete particulars/instructions or any reason whatsoever.

4 I/We understand that this Bid is in accordance with the Securities and Exchange Board of India (Delisting of Equity

Shares) Regulations, 2009 and any amendments thereto (“Delisting Regulations”) and all other applicable laws, by

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way of reverse book building process and the Acquirer is not bound to accept the Discovered Price if it is higher than

the Floor Price.

5 I/We also understand that the payment of consideration will be paid after due verification of Bids, documents and

signatures.

6. I/We hereby confirm that I have never sold or part/dealt with in any manner with the Offer Shares tendered under the

Delisting Offer and these Offer Shares are free from any lien, equitable interest, charges and encumbrances, whatsoever.

7. I/We hereby declare that there are no restraints/injunctions, or other order of any nature which limits/restricts my/our

rights to tender Offer Shares and I/We are the absolute and only owner/s of these Offer Shares and legally entitled to

tender the Offer Shares under the Delisting Offer.

8. I/We authorize the Acquirer, Manager to the Offer and Registrar to the Offer to send the payment of consideration by

way of crossed account payee Cheque, Demand Draft, Pay Order or similar instrument through Speed/Registered Post

or any other service at the address registered with the Company.

9. I/We undertake to return the amount/Offer Shares immediately, received inadvertently.

10. I/We agree that upon acceptance of the Offer Shares by the Acquirer, tendered by me/us under the Delisting Offer, I/We

would cease to enjoy all right, title, claim and interest whatsoever, in respect of such Offer Shares of the Company.

11. I/We agree that if for any reason, the income tax authorities raise a tax claim on the Acquirer and seek to recover tax on

the Delisting Offer from the Acquirer (where such tax claim actually pertains to, or is relatable to, my / our tax liability),

I / we agree to indemnify the Acquirer for the same.

12. I/We hereby undertake to execute any further documents, give assurance and provide assistance, which may be

required in connection of the Delisting Offer and agree to abide by the decisions taken in accordance with the

applicable rules and regulations.

13. I/We acknowledge and confirm that all the particulars/statements given are true and correct.

Box 1A: Shareholder’s Details (Please use BLOCK CAPITALS)

Complete this box with the full name and address of the holder of the Offer Shares. In case of joint holding, details of the first-

named holder should be provided along with the names of other joint holders.

Name of the Sole/First Holder

Address (with PIN code)

Telephone Mobile

2. Name of the 2nd Holder

3. Name of the 3rd Holder

4. Name of the 4th Holder

Box 1 B: Type of investor (Tick as appropriate)

Individual(s) Hindu Undivided Family Banks, Insurance Cos. Indian Mutual Fund

& Financial Institutions

Body Corporate NRI (non-repatriable) NRI (repatriable) FII (Investment

Account)

Non Domestic Company Indian Venture Capital Fund Foreign Venture Capital Fund FII (Trade Account)

Others (please specify)

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Box 2: Signatures

In case of joint holdings, all holders must sign Box 2 below in the same order and as per specimen signatures registered with

the Company.

I/We hereby make an offer to tender the number of Offer Shares set out or deemed to be set out in Box 3 in accordance

with, and on and subject to the terms and conditions herein, the Bid Letter and the PA.

S. No. Name Signature

1 Sole/ First Holder

2 Second Holder

3 Third Holder

4 Fourth Holder

Box 3: Details of Bid

You should insert the number of Offer Shares you wish to tender and the price per Offer Share at which you are tendering your

Offer Shares (your “Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price as at Rs. 225.29 per

Equity Share, you will be deemed to have tendered your Offer Shares at Rs. 225.29 per Equity Share.

I/we hereby tender to the Acquirer, the number of Offer Shares as specified below at the Bid Price, both specified below:

In Figures In Words

Number of Offer Shares

Bid Price per Offer Share (In Rs.)

Box 4A: For Shareholders holding Offer Shares in Physical Form

Before submitting this Bid Form to the Trading Member, you must execute valid share transfer deed(s) in respect of the Offer

Shares and attach thereto all the relevant physical share certificate(s). The share transfer deed(s) shall be signed by the

shareholder (or in case of joint holdings by all the joint holders in the same order) in accordance with the specimen signature(s)

recorded with the Company and shall also be duly witnessed. A copy of any signature proof may be attached to avoid any

inconvenience.

Sl. Certificate Numbers Registered Folio No. Distinctive Numbers No. of Offer

Shares

From To

1

2

3

4

5

Total No. of Offer Shares

(If the space provided is inadequate please attach a separate continuation sheet)

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Box 4B: For Shareholders holding Offer Shares in Demat Form

Please complete the space provided below with the details of the depository account in which your Offer Shares are presently

held, as well as with details of your depository participant.

I/we confirm that I/we hold my/our Offer Shares in dematerialized form. The details of my/our depository account and

my/our depository participant are as follows:

Depository Participant’s Name (DP Name)

DP ID Client ID Beneficiary Name (as appearing in DP’s records) NSDL

CDSL

Number of Date of Execution/Acknowledgement of

Offer Shares Delivery Instruction (Copy to be enclosed)

Before submitting a Bid, you must instruct the depository participant of your depository account holding your Offer Shares to

deposit the Offer Shares you wish to tender into the Special Depository Account whose details are mentioned below (orpledge the said Offer Shares in favour of the Manager to the Offer). Please ensure that your Offer Shares are credited into the

below mentioned account in OFF MARKET MODE. Failure to credit/ pledge your Offer Shares into the correct Special

Depository Account may result in rejection of your Bid.

A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to the depository participant of

your depository account (duly acknowledged by such depository participant) as proof of credit of your Equity Shares to the

Special Depository Account (“Depository Participant Instruction”) should be attached to your Bid cum Acceptance Form.

I/We confirm that I/we have enclosed a photocopy/counterfoil of my/our duly acknowledged delivery instruction slip to my/

our depository participant, crediting (or pledging) my/our Offer Shares to the Special Depository Account as detailed below:

Name of the Trading Member SMC Global Securities Limited

Special Depository Account Name BOC INDIA LTD – DELISTING ESCROW A/C – SMC GLOBAL SECURITIES LTD

Name of the Depository SMC Global Securities Limited

DP ID No. 12027000

Client ID No. 00123839

ISIN No. of BOC India Limited scrip INE473A01011

Shareholders having their beneficiary account in the NSDL have to execute inter depository delivery instructions for the

purpose of crediting their Equity Shares in favour of Special Depository Account with CDSL.

Box 5: Bank Account Details

In order to avoid any fraudulent encashment in transit of the cheque, pay order or demand draft issued by the Acquirer towardsthe consideration payable for the Offer Shares tendered under this Bid cum Acceptance Form, please fill the following details

of the sole shareholder’s bank account (or, in the case of joint holders, the first-named holder’s bank account) and any

consideration payable will be paid by issuing an instrument or electronic transfer carrying the details of the bank account so

provided. If you do not fill in Box 5, any consideration payable will be sent in favour of the sole/first Shareholder at the address

provided in Box 1 above.

Name of the Sole/ First Holder’s Bank

Branch Address

City & PIN Code of the Branch

Bank Account No.

Saving/Current/Others (Please specify)

IFSC Code (In case you wish to receive

funds electronically)

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(Please note that for fund transfer in electronic mode, the transfer would be done at your risk based on the data provided

above by you)

Notes:

1. All documents/remittances sent by/to the shareholders will be at their risk and shareholders are advised to

adequately safeguard their interests in this regard.

2. In the case of person other than individual, copy of power of attorney, board resolution, authorization, etc. as applicable

and required in respect of support/verification of this form, shall also be provided otherwise the same shall be liable for

rejection.

3. The number of Offer Shares tendered under the Delisting Offer should match with the number of Offer Shares

specified in the share certificate(s) enclosed or Offer Shares credited in the Special Depository Account under the

respective Client ID number.

4. In case, the Bid Price is less than the Floor Price of Rs. 225.29, it will be deemed that the Offer Shares have been

tendered at the Floor Price of Rs. 225.29.

5. The consideration shall be paid in the name of Sole/First Holder.

6. In case, the Bids are not complete in all respects, the same may be liable for rejection.

7. The Bid cum Acceptance Forms received/tendered before the commencement of the Bidding Period shall remain

valid.

8. It is the sole responsibility of shareholders to ensure that their Offer Shares are credited to or pledged in favour of

the Special Depository Account on or before 3.00 pm on the Bid Closing Date.

9. In the event that the sole/any joint holder has died, but the share certificate(s) are still in the name of the deceased

person(s), please enclose the requisite documents, i.e., copies of death certificate/will/probate/succession certificate

and other relevant papers, as applicable.

CHECKLIST (Please Tick)

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 Bid cum Acceptance Form 1 Bid cum Acceptance Form

2 Copy Of Acknowledged Demat Slip 2 Original Share Certificate of BOC India Limited

3 Copy of PAN card 3 Share Transfer Deed

4 Certificate u/s. 195 (3) / 197 of Income Tax Act, 4 Copy of PAN Card

1961, where applicable

5 Tax Residency Certificate, where applicable 5 Certificate u/s. 195 (3) / 197 of Income

Tax Act, 1961, where applicable

6 Other Documents, as applicable 6 Tax Residency Certificate, where applicable

7 Other Documents, as applicable

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Please submit this Bid Form together with other necessary documents referred to above by hand delivery to the Trading

Member at any one of the Bid Centres of your choice, from the list of centres as detailed below:

Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number

No.

1 Mumbai Dheeraj Sagar Co-operative Mr. Prabir Kumar 022 67341600 – 30 022 2880 5606

Housing Society, Singh / Ms. Divya

Opp. Goregaon Sports Club, Pramod

Link Road, Malad (West),

Mumbai – 400064

2 Mumbai 258, Perin Nariman Street, Fort, Mr. Mahesh 022 6651 8046 – 47 022 6654 1800

Mumbai – 400 001 Chandra Joshi

3 Kolkata 18, Rabindra Sarani, Poddar Court, Mr. Nalla Nageswar 033 3984 7000 – 04 033 3984 7000

Gate No. 4, 4th Floor, Rao / Mr. Sankit

Kolkata – 700001

4 Kolkata 16, India Exchange Place, Mr. Subrata Sheet 033 3984 2047 033 3984 2048

2nd Floor, Room no. 9,

Kolkata – 700001

5 Delhi 11/6B, Shanti Chamber, Mr. Devendra Mani 011 3011 1000 011 2575 4383

Pusa Road, New Delhi – 110005 Dwivedi

6 Delhi 415-416, Roots Tower, Mr. Sandeep Valiya 011 22456450 011 2244 5328

Laxmi Nagar, District centre, 011 2244 5325 – 26

Delhi – 110091

7 Dehradun Shop no. 7,8,9 &10, Shiva Palace, Mr. Shobit Bansal 0135 3209991 – 92 / NA

II Floor, Rajpur Road, 95

Dehradun – 248001

8 Bangalore Premises 7-10, Ground Floor, Mr. V Mahesha 080 40910 034 / 35 NA

Gold Tower, # 50 (Old no.98),

Residency Road,

Banker 25, Bangalore – 560025

9 Pune 1st Floor, Dealing Chambers, Mr. Vedant Kabra 020 6680 5805, NA

Opp. Hotel Subdhra, 6680 5801

Near Sai Petrol Pump, J.M.Road,

Pune – 411005

10 Chennai 2A, 2nd Floor, Mookambika Mr. Murli 044 3910 9100 – 044 3910 9111

Complex, 4 Lady Desikachari 122

Road, Mylapore,

Chennai – 600004

11 Chennai Jayam Complex, AA147, IV Floor, Mr. V. Sasi Kumar 044 4217 1113, NA

III Avenue, Anna Nagar, 044 4217 2444,

Chennai – 600 040 044 3250 9226,

044 3250 9228

12 Ahmedabad F/1 Satyam Complex, Mr. Hetal N Shah / 079 2642 4801 – 04 079 3061 5572/

Jawahar Chowk, Maninagar, Mr. Nishit Shah 34

Ahmedabad – 380008

13 Ahmedabad 303, R.K. House, Behind Shilp Mr. Kartik D Dave / 079 2642 4222 /33 079 2642 4222

Building, Opp. Sharda Furniture, Mr. Chirav Shah 079 3007 4884

C.G. Road, Ahmedabad – 380009

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Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number

No.

14 Indore M-4-5-6, Mezzanine Floor, Mr. Yogesh Bagora 0731 3070600/18 0731 3070617

Commerce House Building,

7, Race Course Road,

Indore – 452001, Madhya Pradesh

15 Hyderabad 206 III Floor, Above CMR Mr. Saied Mastan 040 3078 0297, 040 4002 1612

Exclusive, Bhuvana Tower 040 3078 0299,

S.D Road, Secunderabad, 040 3092 0623

Andhra Pradesh – 500003

In case you reside in an area where no Bid Centre is located or if you wish to tender Offer Shares under the Delisting Offer by

post/courier, you may send your Bid Form by registered post/courier (at your own risk and cost) to SMC Global Securities

Limited, Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai –

400064 by clearly marking the envelope as “BOC Delisting Offer”, in such a manner so as to ensure that your Bid Form is

delivered to the Trading Member on or before 3.00 P.M. on the Bid Closing Date.

Received from Mr./Mrs./Ms./M/s

Contact Nos:

a Bid Form offering _________Offer Shares of BOC India Limited at a Bid Price of Rs. _________per Offer Share to the Acquirer,

together with:

Offer Shares held in (tick the box as applicable)

DEMATERIALISED FORM PHYSICAL FORM

Applicable if Offer Shares are held in DEMATERIALISED FORM

Received a photocopy of the Depository Participant Instruction for the transfer / pledge of such Offer Shares from the

account bearing:

DP name

DP ID

Client ID

Applicable if Offer Shares are held in PHYSICAL FORM

Folio no.

No. of Offer Shares

No. of certificates

Received but not verified share certificate(s) and share transfer deed

Date of receiptSignature of Official

(To be filled in by Trading Member)

Application No:

----------------------------------------------------------- ACKNOWLEDGEMENT SLIP ------------------------------------------------------------

Delisting Offer by The BOC Group Limited, for

BOC INDIA LIMITED

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please read this document along with the Public Announcement dated January 4, 2011 and published on January 5, 2011

(“PA”) and the Bid Letter dated January 4, 2011 (“Bid Letter”) issued by The BOC Group Ltd (the “Acquirer” or the “Promoter”)

along with Linde Holdings Netherlands B.V. and Linde Finance B.V. as persons acting in concert (the “PACs”), since the terms

and conditions of the PA and the Bid Letter are deemed to have been incorporated in and form part of this document. Unless

the context otherwise requires, capitalized expressions in the Bid cum Acceptance Form have the same meaning as defined

in the PA and the Bid Letter)

BID REVISION / WITHDRAWAL FORM

In respect of Equity Shares of Face Value of Rs. 10/- each of

BOC INDIA LIMITED

pursuant to the Delisting Offer by The BOC Group Limited

Bid Opening Date Last Date for Revision (Upwards) or Withdrawal Bid Closing Date

Monday, January 24, 2011 Friday, January 28, 2011 Monday, January 31, 2011

10.00 am 3.00 pm 3.00 pm

Floor Price Discovered Price Exit Price

Rs. 225.29 per Equity Share Price at which maximum Offer Shares are validly Discovered Price or price

tendered during the Bid Period higher than Discovered Price

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(Leave blank – to be filled in by the Trading Member)

Bid Centre Application No Date

All future correspondence should be addressed to the same Bid Centre where you have submitted your original Bid or at the

following address:

SMC Global Securities Limited

Dheeraj Sagar Co-operative Housing Society, Opp. Goregaon Sports Club, Link Road, Malad (West), Mumbai – 400064

Tel. No: +91 22 67341600-30; Fax: +91 22 28805606; E-mail: prabirsingh@smcindiaonline.com

Contact Person: Mr. Prabir Kumar Singh

Please note that no correspondence regarding the submission, revision or withdrawal of the Bid should be sent to the Manager to

the Offer or to the Registrar to the Offer. All such correspondence should be sent to the Trading Member only.

I/We hereby revoke any offer made in any Bid cum Acceptance Form submitted prior to the date of this Bid Revision /

Withdrawal Form in respect of the Equity Shares of BOC India Limited. I/We hereby make a new offer to tender the number

of Equity Shares set out herein and on and subject to the terms and conditions, as applicable.

1. Acknowledgments and Authorizations

By signing Box 1 below, you will be deemed to have made each of the following additional acknowledgments and

authorizations:

(a) that any offer you have made in any Bid cum Acceptance Form or Bid Revision / Withdrawal Form submitted

prior to the date of this Bid Revision / Withdrawal Form is hereby revoked;

(b) that the authorizations and acknowledgments contained in your original Bid cum Acceptance Form remain

valid mutatis mutandis;

(c) that the details contained in your original Bid cum Acceptance Form relating to (a) the Holder, (b) your physical

share certificates / depository participant and (c) your bank account remains the same and continue to apply;

(d) that the particulars in this Bid Revision / Withdrawal Form are true and correct; and

(e) that if for any reason, the income tax authorities raise a tax claim on the Acquirer and seek to recover tax on the

Delisting Offer from the Acquirer (where such tax claim actually pertains to, or is relatable to, your tax liability),

you agree to indemnify the Acquirer for the same.

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Box 1: Signatures

In case of joint holdings, all holders must sign in the Box below in the same order and as per specimen signatures registered

with the Company. By providing your signature(s) against your name in the space provided below, you will be deemed to

have accepted the statements made and the details provided in Boxes 2 and 3 below and will also be deemed to be making

the acknowledgements and authorizations set out in clause 1 above.

I/We hereby revoke any Offer I/we have made in any Bid cum Acceptance Form or Bid Revision / Withdrawal Form

submitted prior to the date of this Bid Revision / Withdrawal Form in respect of my/our Offer Shares. I/We hereby make

a new offer to tender the number of Offer Shares set out or deemed to be set out in Box 3 in accordance with and subject

to the terms and conditions herein and of the Bid Letter and the PA.

S. No. Name Signature

1 Sole/ First Holder

2 Second Holder

3 Third Holder

4 Fourth Holder

Box 2: Details of Previous Bid

The details of my/our previous Bid in force prior to the date of this Bid Revision / Withdrawal Form are specified below:

Application No.

(Please ensure that you have submitted a copy of the acknowledgement of

the original Bid cum Acceptance Form along with this Bid Revision /

Withdrawal Form)

Number of Offer Shares tendered in the last Bid cum Acceptance Form or

Bid Revision / Withdrawal Form (in figures and in words)

Bid Price per Offer Share (in Rs.) (in figures and in words)

Box 3: Details of Bid Revision / Withdrawal Form

You should insert in this Box 3, the number of Offer Shares you wish to tender pursuant to this Bid Revision / Withdrawal Form

and the revised price per Offer Share at which you are tendering such Offer Shares (your “Revised Bid Price”). The Floor Price

calculated in accordance with the Delisting Regulations is Rs. 225.29 per Offer Share. If your Revised Bid Price is less than the

Floor Price, you will be deemed to have tendered your Offer Shares at the Floor Price of Rs. 225.29 per Offer Share.

If the number of Offer Shares inserted in this Box 3 is inconsistent with the number of Offer Shares deposited into (or pledged

in favour of) the Special Depository Account, the number of Offer Shares deposited into (or pledged in favour of) the Special

Depository Account will be deemed to be the number of Offer Shares tendered by you.

I/we hereby tender to the Acquirer, the number of Offer Shares at the Revised Bid Price, both specified below:

In Figures In Words

Number of Offer Shares

Revised Bid Price per

Offer Share (In Rs.)

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Box 4A: For Shareholders holding Offer Shares in Physical Form

(Applicable only for additional Offer Shares tendered with a view to increase the number of Offer Shares tendered)

Sl. Certificate Numbers Registered Folio No. Distinctive Numbers No. of Offer

Shares

From To

1

2

3

4

5

Total No. of Offer Shares

(If the space provided is inadequate please attach a separate continuation sheet)

PLEASE NOTE THAT THE BOX 4 BELOW ONLY APPLIES IF YOU ARE INCREASING THE NUMBER OF OFFER SHARES

TENDERED IN YOUR PREVIOUS BID.

Box 4B: For Shareholders holding Offer Shares in Demat Form

(Applicable only for additional Offer Shares tendered with a view to increase the number of Offer Shares tendered)

Depository Participant’s Name (DP Name)

DP ID Client ID Beneficiary Name (as appearing in DP’s records) NSDL

CDSL

Number of Date of Execution/Acknowledgement of

Offer Shares Delivery Instruction (Copy to be enclosed)

You must have instructed the depository participant (of the depository account in which your Offer Shares are presently held)

to pledge or deposit your additional Offer Shares into the Special Depository Account whose details are mentioned below.

Please ensure that in respect of your additional Offer Shares, your depository account is debited with a corresponding credit

to the Special Depository Account, details of which are given below. Please note that the failure to credit the correct number

of Offer Shares into the Special Depository Account may result in rejection of your revised Bid.

I/we confirm that I/we have increased the number of Offer Shares tendered in my/our previous Bid. I/We confirm that I/

we have enclosed a photocopy/counterfoil of my/our duly acknowledged Depository Participant Instruction Slip to my/

our depository participant, crediting (or pledging) my/our additional Offer Shares to the Special Depository Account

detailed below:

Name of the Trading Member SMC Global Securities Limited

Special Depository Account Name BOC INDIA LTD – DELISTING ESCROW A/C – SMC GLOBAL SECURITIES LTD

Name of the Depository SMC Global Securities Limited

DP ID No. 12027000

Client ID No. 00123839

ISIN No. of BOC India Limited scrip INE473A01011

Shareholders having their beneficiary account in the NDSL have to execute inter depository delivery instructions for the

purpose of crediting their Offer Shares in favour of Special Depository Account with CDSL.

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CHECKLIST (Please Tick)

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS

1 Bid Revision/Withdrawal Form 1 Bid Revision/Withdrawal Form

2 Copy Of Acknowledged Demat Slip 2 Original Share Certificate of BOC India Limited

3 Copy of PAN card 3 Share Transfer Deed

4 Certificate u/s. 195 (3) / 197 of Income Tax Act, 4 Copy of PAN Card

1961, where applicable

5 Tax Residency Certificate, where applicable 5 Certificate u/s. 195 (3) / 197 of Income

Tax Act, 1961, where applicable

6 Other Documents, as applicable 6 Tax Residency Certificate, where applicable

7 Other Documents, as applicable

Notes:

1. All documents/remittances sent by/to the shareholders will be at their risk and shareholders are advised to

adequately safeguard their interests in this regard.

2. The shareholders may withdraw or revise their bids upwards not later than one day before the Bid Closing Date.

DOWNWARD REVISION OF BIDS SHALL NOT BE PERMITTED.

3. You must submit this Bid Revision / Withdrawal Form to the same Trading Member and the same Bid Centre through

whom your original Bid cum Acceptance Form was submitted. Please ensure that you enclose a copy of the

acknowledgement slip relating to your previous Bid.

4. All the information, terms and conditions contained in the original Bid cum Acceptance Form shall remain valid, except

which has been revised under the Bid Revision / Withdrawal Form.

5. In the case of person other than individual, copy of power of attorney, board resolution, authorization, etc. as applicable

and required in respect of support/verification of this form, shall also be provided otherwise the same shall be liable for

rejection.

6. In case you wish to tender additional dematerialized Offer Shares, please ensure that you have instructed the depository

participant (of the Depository Account in which your Offer Shares are presently held) to deposit your additional Offer

Shares into the Special Depository Account. Alternatively you may instruct the depository participant for marking a

pledge in favour of the Manager to the Offer in respect of the additional Offer Shares tendered. In case you wish to

tender additional physical Offer Shares, please ensure that you attach the additional Offer Share certificates and the

transfer deed along with the Bid Revision / Withdrawal Form. Please ensure that the number of Offer Shares tendered

under the Bid Revision / Withdrawal Form is equal to the total number of Offer Shares pledged / deposited into the

Special Depository Account or the number indicated in the Offer Share certificate(s) attached and the transfer deed

executed.

7. In case of person other than individual, copy of power of attorney, board resolution, authorization, etc. as applicable and

required in respect of support/verification of this Bid Revision / Withdrawal Form, shall also be provided otherwise the

same shall be liable for rejection.

8. The number of Offer Shares tendered under the Delisting Offer should match with the number of Offer Shares specified

in the Offer Share certificate(s) enclosed or Offer Shares credited in the Special Depository Account under the respective

Client ID number.

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9. The consideration shall be paid in the name of sole/first holder.

10. In case, the Bids are not complete in all respects, the same may be liable for rejection.

The list of Bid Centres and their contact details are as detailed below for your ready reference.

Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number

No.

1 Mumbai Dheeraj Sagar Co-operative Mr. Prabir Kumar 022 67341600 – 30 022 2880 5606

Housing Society, Singh / Ms. Divya

Opp. Goregaon Sports Club, Pramod

Link Road, Malad (West),

Mumbai – 400064

2 Mumbai 258, Perin Nariman Street, Fort, Mr. Mahesh 022 6651 8046 – 47 022 6654 1800

Mumbai – 400 001 Chandra Joshi

3 Kolkata 18, Rabindra Sarani, Poddar Court, Mr. Nalla Nageswar 033 3984 7000 – 04 033 3984 7000

Gate No. 4, 4th Floor, Rao / Mr. Sankit

Kolkata – 700001

4 Kolkata 16, India Exchange Place, Mr. Subrata Sheet 033 3984 2047 033 3984 2048

2nd Floor, Room no. 9,

Kolkata – 700001

5 Delhi 11/6B, Shanti Chamber, Mr. Devendra Mani 011 3011 1000 011 2575 4383

Pusa Road, New Delhi – 110005 Dwivedi

6 Delhi 415-416, Roots Tower, Mr. Sandeep Valiya 011 22456450 011 2244 5328

Laxmi Nagar, District centre, 011 2244 5325 – 26

Delhi – 110091

7 Dehradun Shop no. 7,8,9 &10, Shiva Palace, Mr. Shobit Bansal 0135 3209991 – 92 / NA

II Floor, Rajpur Road, 95

Dehradun – 248001

8 Bangalore Premises 7-10, Ground Floor, Mr. V Mahesha 080 40910 034 / 35 NA

Gold Tower, # 50 (Old no.98),

Residency Road,

Banker 25, Bangalore – 560025

9 Pune 1st Floor, Dealing Chambers, Mr. Vedant Kabra 020 6680 5805, NA

Opp. Hotel Subdhra, 6680 5801

Near Sai Petrol Pump, J.M.Road,

Pune – 411005

10 Chennai 2A, 2nd Floor, Mookambika Mr. Murli 044 3910 9100 – 044 3910 9111

Complex, 4 Lady Desikachari 122

Road, Mylapore,

Chennai – 600004

11 Chennai Jayam Complex, AA147, IV Floor, Mr. V. Sasi Kumar 044 4217 1113, NA

III Avenue, Anna Nagar, 044 4217 2444,

Chennai – 600 040 044 3250 9226,

044 3250 9228

12 Ahmedabad F/1 Satyam Complex, Mr. Hetal N Shah / 079 2642 4801 – 04 079 3061 5572/

Jawahar Chowk, Maninagar, Mr. Nishit Shah 34

Ahmedabad – 380008

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Sr. Bid Centre Address of Trading Member Contact Person Phone Number Fax Number

No.

13 Ahmedabad 303, R.K. House, Behind Shilp Mr. Kartik D Dave / 079 2642 4222 /33 079 2642 4222

Building, Opp. Sharda Furniture, Mr. Chirav Shah 079 3007 4884

C.G. Road, Ahmedabad – 380009

14 Indore M-4-5-6, Mezzanine Floor, Mr. Yogesh Bagora 0731 3070600/18 0731 3070617

Commerce House Building,

7, Race Course Road,

Indore – 452001, Madhya Pradesh

15 Hyderabad 206 III Floor, Above CMR Mr. Saied Mastan 040 3078 0297, 040 4002 1612

Exclusive, Bhuvana Tower 040 3078 0299,

S.D Road, Secunderabad, 040 3092 0623

Andhra Pradesh – 500003

Received from Mr./Mrs./Ms./M/s

Contact Nos:

a Bid Revision / Withdrawal Form offering _________Offer Shares of BOC India Limited at a Revised Bid Price of

Rs. _________per Offer Share to the Acquirer, together with:

Offer Shares held in (tick the box as applicable)

DEMATERIALISED FORM PHYSICAL FORM

Applicable if Offer Shares are held in DEMATERIALISED FORM*

Received a photocopy of the Depository Participant Instruction for the transfer / pledge of such Offer Shares from the

account bearing:

DP name

DP ID

Client ID

Applicable if Offer Shares are held in PHYSICAL FORM

Folio no.

No. of Offer Shares

No. of certificates

Received but not verified share certificate(s) and share transfer deed

*applicable only if additional Offer Shares are tendered

Date of receiptSignature of Official

----------------------------------------------------------- ACKNOWLEDGEMENT SLIP ------------------------------------------------------------

Delisting Offer by The BOC Group Limited, for

BOC INDIA LIMITED

(To be filled in by Trading Member)

Revised Bid Application No:

(To be filled in by Shareholder)

Previous Bid(s) Application No(s):