to the Public Shareholders of RICOH INDIA LIMITED Bid...by registered post or speed post or courier...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This letter of offer (“Bid Letter”) is being sent by Ricoh Asia Pacific Pte. Ltd. (“Ricoh Asia Pacific” / “Acquirer”) to you as a shareholder of Ricoh India Limited (“Ricoh India” / “Company”) in respect of the proposed acquisition and delisting of fully paid-up equity shares of the Company from the BSE Limited (“Delisting Offer”). In case you have recently 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 such sale was effected.

BID LETTERfor delisting of equity shares of the Company

to the Public Shareholders of

RICOH INDIA LIMITEDRegistered Office: 1201, First Floor, Building No. 12, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai - 400 093.

Corporate Office: 2nd Floor, Salcon Aurum Building, Plot No. 4, District Centre Jasola, New Delhi 110025

Tel: +91 11 49103000; Fax: +91 11 49103099; Website: www.ricoh.co.in

From

RICOH ASIA PACIFIC PTE. LTD.Registered Office: 103, Penang Road #08-01/07, VISIONCREST Commercial, Singapore 238467.

Inviting you to tender your fully paid-up equity shares of Rs. 10/- each held by you in the Company, pursuant to the reverse book building process in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

NOTE:If you wish to tender your equity shares pursuant to this Bid Letter to the Acquirer, you should:• read this Bid Letter carefully and the instructions herein.• complete and sign the accompanying Bid Form and tender the same in accordance with the instructions contained therein and in

this Bid Letter.• ensure that you have (a) credited or pledged your equity shares to the correct Special Depository Account (details of which are

set out in paragraph 14(e) of this Bid Letter) and obtained an acknowledgment of your delivery instruction or pledge instruction, as applicable, from your depository participant in relation thereto, or (b) executed the transfer deed in case of shares held in physical form.

• submit: (a) your Bid Form, and (b) (i) a photocopy of your duly acknowledged delivery instruction or pledge instruction to your depository participant, as applicable, or (ii) original contract note (required only if you are an unregistered shareholder), original share certificate along with transfer deed duly signed in case of shares held in physical form, by hand delivery to relevant Bid Centres specified in this Bid Letter during 10.00 a.m. to 3.00 p.m. on or before the Bid Closing Date. Shareholders (in particular those shareholders who are resident in areas where no Bid Centres are located) may also submit the above mentioned documents by registered post or speed post or courier (at their own risk and cost) marked “ Ricoh India Limited – Delisting Offer” to the Trading Member - SMC Global Securities Limited, 1st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400 064 such that they are received on or before 3.00 p.m. on the Bid Closing Date.

Floor Price: Rs. 53.79 per fully paid-up equity share of the face value of Rs. 10 each

If you require any clarification in connection with this Bid Letter, you should consult either the Manager to the Offer or the Registrar to the Offer at the addresses specified below:

MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Ernst & Young Merchant Banking Services Private Limited14th Floor, The Ruby, 29 Senapati Bapat Marg,Dadar (West), Mumbai – 400 028Maharashtra, India.Tel. No.: +91 22 6192 0000Fax No.: +91 22 6192 1000Email: [email protected]: www.ey.comContact Person: Ms. Nishita JohnSEBI Registration: INM00001070

Link Intime India Private LimitedC-13 Pannalal Silk Mills Compound,LBS Marg, Bhandup (West),Mumbai 400 078. IndiaTel No.: +91 22 2569 7878Fax No.: +91 22 2569 0329Email: [email protected]: www.linkintime.co.inContact Person: Mr Pravin KasareSEBI Registration: INR000004058

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Activity Date DayPublic Announcement by the Acquirer October 27, 2012 Saturday

Specified Date* October 27, 2012 Saturday

Dispatch of Bid Letter/ Bid Forms to Public Shareholders October 27, 2012 Saturday

Bid Opening Date (10.00 a.m.) November 5, 2012 Monday

Last date for upward revision or withdrawal of Bids November 8, 2012 Thursday

Bid Closing Date (3.00 p.m.) November 9, 2012 Friday

Public Announcement of Discovered Price/ Exit Price and Acquirer’s acceptance/ rejection of Discovered Price/ Exit Price

November 23, 2012 Friday

Last date for payment of consideration in case of success of the Delisting Offer.

November 27, 2012 Tuesday

Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer.


*Specified Date is only for the purpose of determining the names of the Public Shareholders to whom the Bid Letter will be sent. However, all Public Shareholders, (whether registered or unregistered), are eligible to participate in the Offer by submitting their Bid on or before 3:00 pm on the Bid Closing Date. All the dates above are subject to change and are dependent on obtaining the requisite statutory and regulatory approval as may be applicable.

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TABLE OF CONTENTS

S. No. Particulars Page No.

1 BACKGROUND OF THE DELISTING OFFER 5

2 OBJECTIVE OF THE DELISTING OFFER 6

3 BACKGROUND OF THE ACQUIRER 6

4 BACKGROUND OF THE COMPANY 6

5 STOCK EXCHANGE FROM WHICH THE EQUITY SHARES SOUGHT TO BE DELISTED 6

6 INFORMATION REGARDING STOCK MARKET DATA 7

7 PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN 7

8 LIKELY POST DELISTING SHAREHOLDING PATTERN 8

9 DETERMINATION OF THE FLOOR PRICE 8

10 DETERMINATION OF THE EXIT PRICE 8

11 CONDITIONS TO THE DELISTING OFFER 9

12 DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE OFFER

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13 DATES OF OPENING AND CLOSING OF THE BID PERIOD 9

14 DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURE 10

15 PROCEDURE FOR SETTLEMENT 17

16 PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID 17

17 PROPOSED TIMETABLE FOR THE DELISTING OFFER 18

18 DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN 18

19 STATUTORY APPROVALS 18

20 TAX DEDUCTED AT SOURCE 19

21 CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY 20

22 COMPLIANCE OFFICER 20

23 REGISTRAR TO THE OFFER 21

24 DISCLAIMER CLAUSE OF THE BSE 21

25 GENERAL DISCLAIMER 21

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KEY DEFINITIONS

S. No. Term Definition1 Acquirer Ricoh Asia Pacific Pte. Ltd.2 Bid Offer by a Public Shareholder to tender his/her/its Offer Shares by submitting a Bid Form

at the relevant Bid Centre during the Bid Period in accordance with this Bid Letter3 Bid Centres The centres specified in paragraph 14(c) of this Bid Letter for the submission of Bid Forms4 Bid Closing Date November 9, 2012 being the last date of the Bid Period5 Bid Form The forms as enclosed with this Bid Letter and viz. the ‘Bid cum Acceptance Form’ and the

‘Bid Revision/ Withdrawal Form’6 Bid Opening Date November 5, 2012 being the date on which the Bid Period commences7 Bid Period Period commencing at 10.00 a.m. on Bid Opening Date to 3.00 p.m. on Bid Closing Date8 BSE BSE Limited9 Clause 35 Filings The filings made pursuant to Clause 35 of the Equity Listing Agreement entered into

between the Company and the BSE10 Company Ricoh India Ltd.11 Delisting Offer The proposed acquisition by the Acquirer of the Equity Shares of the Company held by

the Public Shareholders and delisting of the equity shares of the Company from the BSE in accordance with the Delisting Regulations, the Public Announcement and this Bid Letter

12 Delisting Proposal The proposal dated July 28, 2012 to initiate a voluntary delisting of the equity shares of the Company from the BSE by making the Delisting Offer to the Company in accordance with the Delisting Regulations

13 Delisting Regulations Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 200914 Discovered Price The price at which the maximum number of Offer Shares are tendered by the Public

Shareholders pursuant to the reverse book- building process in accordance with the Delisting Regulations, being the minimum price payable by the Acquirer for the Offer Shares it intends to acquire pursuant to the Delisting Offer

15 Equity Capital Paid-up equity share capital of the Company16 Equity Shares Fully paid-up equity shares of the Company having face value of Rs.10 each17 Escrow Amount The amount required to be maintained in escrow by the Acquirer in accordance with

Regulation 11 of the Delisting Regulations, details of which are set out in paragraph 18 of this Bid Letter

18 Exit Price The price finally accepted and offered by the Acquirer to the Public Shareholders (which may be the Discovered Price or a price higher than the Discovered Price)

19 Floor Price The price of Rs. 53.79/- per Offer Share determined in accordance with the Delisting Regulations

20 Manager to the Offer Ernst & Young Merchant Banking Services Private Limited21 Offer Shares 10,497,791 Equity Shares, representing approximately 26.40% of the Equity Capital, held

by the Public Shareholders22 Public

AnnouncementPublic Announcement of the Delisting Offer made by the Acquirer on October 27, 2012 in Financial Express – all editions, Jansatta – all editions and Mumbai Lakshdeep – all editions

23 Public Shareholders All the shareholders of the Company other than those disclosed as members of the promoter/ promoter group of the Company as per the Clause 35 Filings

24 Promoter Group Members

Ricoh Company Limited and NRG Group PLC who are disclosed as members of the promoter/ promoter group of the Company as per the Clause 35 Filings

25 RBI Reserve Bank of India26 Registrar to the Offer Link Intime India Private Limited27 RBB Process The Reverse Book-building Process28 SEBI Securities and Exchange Board of India29 Special Account

DepositoryThe account opened by by the Manager to the Offer to which the Offer Shares must be credited or pledged prior to submission of Bids by Public Shareholders, details of which are set out in paragraph 14(e) of this Bid Letter

30 Specified Date October 27, 201231 Trading Member SMC Global Securities Limited

Note: All capitalised terms used in this Bid Letter, but not otherwise defined herein, shall have the same meaning as ascribed to them in the Delisting Regulations.

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Dear Shareholder,INVITATION TO TENDER EQUITY SHARES HELD BY YOU IN THE COMPANYThis 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 Public Announcement and in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (the “SEBI Delisting Regulations”).

1. BACKGROUND OF THE DELISTING OFFER a) The Company is a public limited company incorporated under the Companies Act, 1956 (the “Companies Act”)

and having its registered office at 1201, First Floor, Building No. 12, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai - 400 093. The issued and paid-up equity share capital of the Company comprises of 39,768,161 fully paid-up equity shares having face value of Rs. 10/- each. The Equity Shares are listed on the the BSE.

b) The Acquirer is a company incorporated in the Republic of Singapore having its registered office at 103, Penang Road #08-01/07, VISIONCREST Commercial, Singapore 238467. The Acquirer is a direct wholly owned subsidiary of Ricoh Company Limited, a company incorporated under the laws of Japan having its registered office at 3-6, Naka-Magome 1-Chome, Ohta-ku, Tokyo 143-8555, Japan. The Acquirer currently holds no Equity Shares in the Company. Presently, Ricoh Company Limited and NRG Group PLC are members of the promoter/ promoter group of the Company (the “Promoter Group Members”) and have been declared as such in the filings made by the Company pursuant to Clause 35 of the Equity Listing Agreement entered into between the Company and the BSE (the “Clause 35 Filings”)Filings. The Promoter Group Members hold in aggregate, 29,270,370 Equity Shares of the Company representing approximately 73.60% of the Equity Capital of the Company. The Acquirer, a member of the promoter group of the Company, is a wholly owned subsidiary of Ricoh Company Ltd., the controlling shareholder and promoter of the Company and is therefore considered as a promoter and eligible to make the Delisting Offer, in terms of the Delisting Regulations.

c) The Acquirer is dispatching this Bid Letter to the public shareholders of the Company (defined to mean all the shareholders of the Company other than the Promoter Group Members and hereinafter referred to as the “Public Shareholders”) to acquire, in accordance with the Delisting Regulations and on the terms and conditions set out below, up to 10,497,791 Equity Shares, representing 26.40% of the Equity Capital (the “Offer Shares”). Consequent to the Delisting Offer and upon the combined shareholding of the Promoter Group Members and the Acquirer reaching a minimum of 90% of the Equity Capital and fulfilment of other conditions stipulated under the Delisting Regulations, the Company will seek to voluntarily delist the Equity Shares from the BSE in accordance with the Delisting Regulations.

d) On July 28, 2012, the Acquirer intimated its intention to initiate a voluntary delisting of the Equity Shares of the Company from the BSE by making the Delisting Offer to the Company in accordance with the Delisting Regulations (the “Delisting Proposal”) and requested the board of directors of the Company (the “Board”), to convene a meeting to consider the Delisting Proposal and accord their approval in accordance with Regulation 8(1)(a) of the Delisting Regulations; to place the Delisting Proposal before the equity shareholders of the Company for their consideration and approval by a special resolution passed through postal ballot in accordance with Regulation 8(1)(b) of the Delisting Regulations; and to seek in-principle approval of the BSE for Delisting Proposal in accordance with Regulation 8(1)(c) of the Delisting Regulations.

e) The Board vide its resolution dated July 30, 2011,approved the Delisting Proposal, subject to applicable law, approval of the shareholders of the Company and in-principle approval of the BSE. A special resolution has been passed by the shareholders of the Company through postal ballot, the result of which was declared on October 3, 2012, approving the Delisting Proposal and notified to BSE on October 3, 2012 The votes cast by Public Shareholders in favour of the Delisting Offer were 3,293,283 Equity Shares, being more than two times the number of votes cast by the Public Shareholders against it (i.e. 126,900 Equity Shares). The BSE has issued its in-principle approval for the Delisting Offer, subject to compliance with the Delisting Regulations, vide letter dated October 26, 2012.

f) The Acquirer has issued a public announcement (“Public Announcement”) to the Public Shareholders on October 27, 2012 in the following newspapers in accordance with Regulation 10(1) of the Delisting Regulations:

Newspaper Language EditionsFinancial Express English AllJansatta Hindi AllMumbai Lakshadeep Marathi Mumbai

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g) Modifications to the Public Announcement, if any, will be notified by issuing a corrigendum in all of the aforementioned newspapers.

h) The Acquirer reserves the right to withdraw the Delisting Offer in certain cases as more fully set out in paragraph 10 of this Bid Letter.

2. OBJECT OF THE DELISTING OFFER

The objective of the proposed acquisition of Equity Shares in the Delisting Offer by the Acquirer and the delisting of equity shares from BSE is (i) to obtain full ownership of the Company, which will provide the promoter group with increased operational flexibility to support the Company’s business and meet the needs of its customers; and (ii) to provide an exit opportunity to the Public Shareholders.

3. BACKGROUND OF THE ACQUIRER

Ricoh Asia Pacific Pte. Ltd. incorporated in the Republic of Singapore having its registered office at 103, Penang Road #08-01/07, VISIONCREST Commercial, Singapore 238467. The principal activities of the Acquirer are to carry out market research and feasibility studies, etc. to provide marketing support to the Ricoh subsidiary companies and distributors operating in Asia Pacific region as providers of office equipment such as MFPs, Printers, Fascimiles, and related supplies and services. Ricoh Company Limited, incorporated in Japan is the direct holding company of the Acquirer and the ultimate parent company of the Ricoh group. The paid-up share capital of the Acquirer as on March 31, 2012 is US$ 52,469,644 consisting of 69,742,094 shares with no par value. The entire paid-up share capital of the Acquirer is held by Ricoh Company Limited, and the Acquirer is an unlisted company.

4. BACKGROUND OF THE COMPANY

a) The Company is a public limited company incorporated under the Companies Act, 1956 having its registered office at 1201, First Floor, Building No. 12, Solitaire Corporate Park, Andheri Ghatkopar Link Road, Andheri East, Mumbai - 400 093. The Equity Shares are listed on the BSE.

b) The Company is engaged in the sale and service of multi function products i.e. copier cum scanner cum printer cum facsimile, production printers, laser printers, managed document services and IT Services. The Company operates through a network of branches, dealers and trained after sales staff.

c) The Company was originally incorporated on October 22, 1993, in the name of RPG Ricoh Limited, under the Companies Act 1956. Subsequently, its name was changed to Ricoh India Limited on May 22, 1998.

d) A brief summary of the audited financial statements of the Company for the financial years ended March 31, 2012, March 31, 2011, and March 31, 2010 is provided below:

Particulars Year ended March 31 (audited) In INR Million2012 2011 2010

Net Sales 4,315.2 2,966.2 2,565.3Other income 17.3 14.3 29.2Total Sales 4,332.4 2,980.4 2,594.5Profit before interest, depreciation and tax (PBIDT) 105.9 294.1 316.4Profit before tax (24.7) 254.3 278.3Profit after tax (26.1) 163.8 172.4Basic & Diluted Earnings per share (Rs.) (0.65) 4.12 4.33Paid-up Share Capital 397.7 397.7 397.7Net Fixed Assets* 372.6 158.5 162.5Net Current Assets 523.1 896.4 883.0Net Worth 1,238.8 1,316.4 1,152.6

*Including Capital Work in Progress

(Source: Annual Reports of Ricoh India Limited)

5. STOCK EXCHANGE FROM WHICH THE EQUITY SHARES ARE SOUGHT TO BE DELISTED

The Equity Shares are presently listed and traded on the BSE. The Acquirer is seeking to delist the Equity Shares from the BSE.

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6. INFORMATION REGARDING STOCK MARKET DATA

a) The high, low and average prices of the Equity Shares (in Rs. per share) during the preceding three years on BSE were as follows:

Calendar Year BSEHigh* (Rs.) Low* (Rs.) Average** (Rs.)

2009 28.15 12.00 19.692010 50.95 26.20 37.092011 43.60 25.50 34.62

(Source: www.bseindia.com)

* High/low during the year

**Average of daily closing prices during the year

b) The monthly high and low prices of the Equity Shares (in Rs. per share) and the trading volume (number of Equity Shares) for the six calendar months immediately preceding the date of the Public Announcement were as follows:

Month BSEHigh* (Rs.) Low* (Rs.) Total Volume**

(units)September 2012 82.05 73.75 841,025August 2012 76.55 63.35 1,810,706July 2012 60.70 46.40 1,691,669June 2012 44.95 38.60 264,975May 2012 45.05 37.05 730,951April 2012 39.05 33.00 294,174

(Source: www.bseindia.com)

* High/low during the month

**Total volume during the month

7. PRESENT CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

a) The Authorized share capital of the Company is Rs. 500,000,000 comprising of 45,000,000 Equity Shares of Rs 10/- each and 5,00,000 Preference Shares of Rs 100/- each. The paid up capital comprises of 39,768,161 Equity Shares and Nil Preference Shares.

b) As on the date of the Public Announcement, the Company has no outstanding convertible instruments or securities which are convertible into equity shares.

c) The shareholding pattern of the Company, as on September 30, 2012 is as under:

Category of Shareholder Number ofEquity Shares

% of Equity Capital

(A) PROMOTER/ PROMOTER GROUP- Ricoh Company Ltd 18,310,578 46.04- NRG Group PLC 10,959,792 27.56Total shareholding of the Promoter and Promoter Group (A) 29,270,370 73.60

(B) PUBLIC SHAREHOLDING(1) Institutions - Mutual Funds/UTI 400 0.00 - Financial Institutions/Banks 6,100 0.02 - Insurance Companies 2,400 0.01 Sub Total 8,900 0.03

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Category of Shareholder Number ofEquity Shares

% of Equity Capital

(2) Non-Institutions - Bodies Corporate 2,097,468 5.27 - Individuals 8,334,508 20.96 - Trust & Foundation 1,000 0.00 - Non Resident Indians 55,915 0.14 Sub Total 10,488,891 26.37 Total Public Shareholding (B) 10,497,791 26.40 Total (A) + (B) 39,768,161 100.00

Other than the shareholding mentioned herein, neither the Acquirer nor Ricoh Company Limited nor NRG Group PLC nor any of their respective directors hold any Equity Shares of the Company, as on the date of the Public Announcement.

8. LIKELY POST DELISTING SHAREHOLDING PATTERN

a) The likely post-delisting shareholding pattern of the Company, assuming that all Equity Shares outstanding with the Public Shareholders are acquired pursuant to the Delisting Offer, will be as follows:

Shareholder(s) No. of Equity Shares

%of Equity Capital

Ricoh Company Ltd 18,310,578 46.04NRG Group Plc 10,959,792 27.56Ricoh Asia Pacific Pte. Ltd. 10,497,791 26.40TOTAL 39,768,161 100.00

9. DETERMINATION OF THE FLOOR PRICE

a) The Equity Shares are listed on the BSE and are frequently traded on BSE within the meaning of Explanation to Regulation 15(2) of the Delisting Regulations. The annualized trading turnover based on trading volume in the Equity Shares on BSE during January 2012 to June 2012 (six calendar months preceding the month in which the BSE was notified of the Board meeting in which the Delisting Proposal was considered) is as under

Total No. of Equity Shares traded during January 2011 to June 2012

Total no. of listed Equity Shares Annualised trading turnover (as a % of the listed Equity Shares)

1,931,219 39,768,161 9.71%

As per the explanation to Regulation 15 (2) of the Delisting Regulations, since the annualized trading turnover is higher than 5%, the Equity Shares of the Company are deemed to be frequently traded.

b) Based on the parameters set out in Regulation 15(2)(a) of the Delisting Regulations, as on the date of the Public Announcement, the floor price for the book-building process (“Floor Price”) is determined 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 BSE during the twenty six weeks preceding the date on which BSE was notified of the board meeting in which the Delisting Proposal was considered

39.18

The average of weekly high and low of the closing prices of the Equity Shares on the BSE during the two weeks preceding the date on which BSE was notified of the board meeting in which the Delisting Proposal was considered

53.79

Based on the above, the Floor Price of Rs. 53.79/- is justified in terms of Regulation 15(2) of the Delisting Regulations.

10. DETERMINATION OF THE EXIT PRICE

a) All Public Shareholders can tender Offer Shares of the Company during the Bid Period (as hereinafter defined) as set out in paragraph 13 of this Bid Letter.

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b) 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 tendered pursuant to a reverse book building process (the “RBB Process”) in the manner as specified in Schedule II of the Delisting Regulations.

c) The Acquirer may, in its sole discretion, accept the Discovered Price for the Offer Shares or offer to pay a price higher than the Discovered Price for the Offer Shares (the “Exit Price”). The Acquirer is under no obligation to accept the Discovered Price or to offer a price higher than the Discovered Price.

d) If the Acquirer accepts or offers an Exit Price, the Acquirer will acquire all Offer Shares which have been tendered at prices up to and equal to the Exit Price, for a cash consideration equal to the Exit Price for each such Offer Share. The Acquirer will not accept Offer Shares offered at a price that exceeds the Exit Price.

e) If the Acquirer does not accept the Discovered 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 Ernst & Young Merchant Banking Services Private Limited (the “Manager to the Offer”) as per paragraph 14(f) of Bid Letter and physical Offer Shares tendered as per paragraph 14(j) of this Bid Letter, will be returned to the relevant Public Shareholders within ten working days from the Bid Closing Date, as stipulated under the Delisting Regulations. 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 Public Announcement has appeared, in accordance with the timetable set out in this Bid Letter.

11. CONDITIONS TO THE DELISTING OFFER

a) The acquisition of Offer Shares by the Acquirer and the Delisting Offer are conditional upon:

- The Acquirer deciding in its sole and absolute discretion to accept the Discovered Price or offer the Exit Price;

- A minimum number of Offer Shares being tendered at or below the Exit Price so as to cause the combined shareholding of the Promoter Group Members together with the Offer Shares to be acquired by the Acquirer in the Company to reach a minimum of 90% of the Equity Capital;

- The Acquirer obtaining all statutory and regulatory approvals, as stated in paragraph 19 of this Bid Letter; and

- 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.

12. DISCLOSURE REGARDING THE MINIMUM ACCEPTANCE CONDITION FOR SUCCESS OF THE OFFER

The Offer made shall be deemed to be successful if post offer, the shareholding of the Promoter Group Members (i.e. 29,270,370 Equity Shares) and the Acquirer taken together with the Equity Shares to be accepted in the RBB through eligible bids at the Exit Price equals or exceeds 35,791,345 Equity Shares, representing 90% of the Equity Capital of the Company.

13. DATES OF OPENING AND CLOSING OF THE BID PERIOD

a) Public Shareholders may offer their Offer Shares by submitting the ‘Bid cum Acceptance Form’ (set out below) (and incase of revision/ withdrawal of their Bids by submitting the ‘Bid Revision/ Withdrawal Form’, together, the “Bid Form”, as the case maybe) to the relevant Bid Centre (as hereinafter defined) during the Bid Period (as hereinafter defined and together with the foregoing, the “Bids”). The period during which Public Shareholders may tender their Offer Shares to the Acquirer pursuant to the RBB Process (the “Bid Period”) shall commence at 10.00 a.m. on Monday, November 5, 2012 (the “Bid Opening Date”) and close at 3.00 p.m. on Friday, November 9, 2012 (the “Bid Closing Date”).

b) 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 payable for the Offer Shares by the Acquirer pursuant to the RBB Process.

c) This Bid Letter inviting Public Shareholders to tender their Offer Shares to the Acquirer by way of submission of Bids, containing the necessary forms and detailed instructions for submitting Bids will be dispatched to all Public Shareholders as per the timetable provided in paragraph 17 of this Bid Letter. The Bid Letter is dispatched to only those Public Shareholders whose names appear on the ‘Register of Members’ of the Company or records of the depository on the Specified Date (as stated in paragraph 17 of this Bid Letter).

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14. DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURE

a) Public Shareholders may tender their Offer Shares through an online electronic system facility, which will be provided by the BSE. The Company has appointed SMC Global Securities Limited as the trading member (the “Trading Member”) for the purpose of the Offer.

b) The Public Shareholders are required to submit their Bids only through the Trading Member.

c) The details of centres of the Trading Member where the Bids shall be submitted by hand delivery (each a “Bid Centre”) are as follows:

Bid Centres set up by SMC Global Securities Limited

Sr. no.

City Address Contact Person Telephone No Mobile No E- Mail Id

1 AHMEDABAD SMC Global Securities Ltd, 10/A, Kalapurnam Building, Near Muncipal Market C.G.Road,Ahmedabad – 380009

Mr.Nishit Sheth 079 - 30615573/74 Extn: 110, 26424801/02, 40049801/02,

9898029307 [email protected]

2 AHMEDABAD SMC Global Securities Ltd,A - 9 , 1st Floor , Shrikunj Shopping Centre, Prabhat Chowk , Ghatlodia, Ahmedabad – 380061

Mr.Jitendra H Vyas

079-27450220 9824672636 [email protected]

3 BANGALORE SMC Global Securities Ltd,No.2003/2,2nd Floor, ”Omkar”, Indiranagar, 100 Feet Road, HAL 2nd Stage,Above TATA Docomo office, Bangalore-560038.

Mr. Syama Lendu Patro

080-65472841, 65472840, 33401434, 33401433,


4 BARODA SMC Global Securities Ltd, Vinayak Share & commodity Broking, A/31 Shrenik Park Society, Near Akota Stadium, Akota- 390020, Vadodara

Mr.Brijesh Gohil 265-2357309 9898077715 vinayaksharebroking @gmail.com

5 CHANDIGADH SMC Global Securities Ltd, Sco 353-354-355, 3rd Floor, Sector-34A , Chandigadh -160022

Mr.Girish Vohra 0172 - 5009906 9872301961 [email protected]

6 CHENNAI SMC Global Securities Ltd, 2nd Floor, ‘A’ Mookambika Complex,No.4, Lady Desikachari Road,Mylapore, Chennai – 600004

Mr. Umapathy 044 - 39109100 - 122

9840600831 [email protected];

7 DEHRADUN SMC Global Securities Ltd, 7,8,9 & 10 shiva palace, second floor, rajpur road Dehradun 248001

Mr. Shobhit Bansal

0135-3209991 -92, 95


8 DELHI SMC Global Securities Ltd, 11/6B, Shanti Chambers, 3rd Floor, Pusa Road, New Delhi-110005

Mr. Devendra Mani

011-30111000 - 101


9 DELHI SMC Global Securities Ltd , 9B,Neta Ji Subhash Marg, Darya Ganj, Delhi – 110002

Mr.Sandeep Verma / Mr.Neeraj Khanna

011 - 30111333 - 7148 ;7113

9560500722 [email protected] ; [email protected]

10 HYDERABAD SMC Global Securities Ltd ,206, 2nd Floor, Above CMR Exclusive , Bhuvana Towers, S.D.Road, Secundarabad-500003

Mr. B Parveen Kumar

040-30920616,617, 645,636, 30920636, 30780299

09966956570/ 08886201444

[email protected];

11 JAIPUR SMC Global Securities Ltd, 401, Shyam Anukampa, Opp. HDFC Bank,Ashok Marg, Ahinsa Circle,C-Scheme, Jaipur – 302001

Mr.Rajender Kumar Bhandari

141 - 3000222 / 3000255 / 211

99296-44402/ 99288-82991

[email protected]

12 KOLKATA SMC Global Securities Ltd, 18, Rabindra Sarani, Poddar court Gate no.- 4, 4th floor Kolkatta- 700001

Mr.N.N.Rao 033-39847000- 7001-7002-7003


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13 KOLKATA SMC Global Securities Ltd, 5, princep street, 2nd floor, Kolkata

Mr.Pramod Aggarwal / Mr.Ajay

033 - 40086533 9830093888 / 9831612389

[email protected]

14 MADURAI SMC Global Securities Ltd, Door no.114, Vanithabeehive building 2nd floor, opposite to simmakkal bus stop, vakkil new street, Madurai-625001

Mr. Umashankar 0452 - 4255154, 0452-3201950, 4506428/29/30


15 COIMBATORE SMC Global Securities Ltd,138-A,T. V. Swamy Road (W), R. S. Puram, Coimbatore-641002

Mr. SHINU B 0422 - 4360006, 0422 - 4360083


16 LUCKNOW SMC Global Securities Ltd, RADHA KRISHNA BHAWAN,PLOT NO 3/A, 2nd Floor, 5 Park Raod, Lucknow-226001

Mr.Anup Kumar Singh

0522-4155888 9565995533 [email protected];

17 MANGALORE SMC Global Securities Ltd, No. G3/G4, Ground floor, Trinty complex, Near Manglore Central Railway Station, N. G. Road, Attavar, Mangalore- 575001

Mr.Subhash Nayak / Krishnaraj

0824-4256677 9945012913; 9845353242

[email protected]

18 MEHSANA SMC Global Securities Ltd, F-6, Shyam Super Mall, Modhera Char Rasta Mehsana, 384002

Mr.Sunil Patel/ Mr.Brijesh Bhai

276-2248450 9904131041, 9724025444

[email protected]

19 MUMBAI SMC Global Securities Ltd, 1st Floor, Dheeraj Sagar, Oppt. Goregaon Sports Club,Link Road, Malad (West), Mumbai-400064

Mr.Palash Mehta / Mrs Divya Pramod

022 - 67341600 - 1632 , 1626


20 MUMBAI SMC Global Securities Ltd, 7 A Horni Modi Cross Lane, Raja Bhadhur Compound, Opp Fort Chambers,Fort Mumbai -400023

Mr.Saurabh Kasliwal

022 - 66067500 -10 961922943 [email protected]

21 NAGPUR SMC Global Securities Ltd, 3, Pragati Colony, Wardha Road, Nagpur- 440015

Mr.Jeevan Pendhari

0712-2250011 9326547611 [email protected]

22 PUNE SMC Global Securities Ltd, 3rd floor, 1206/4B, Durga Shankar Building, Behind Shubham Hotel, Beside Ketan Medical, J.M. Road Pune 411004.

Mr.Manoj Sadhankar

020 - 32428512 - 14 / 020 67272900


23 RAJKOT SMC Global Securities Ltd, 302/B 3rd Floor, Shivalik - 5 | Makkam Chowk | Gondal Road. Rajkot -360 002.

Mr.Sanjay Doshi 0281-3017964-967, 2371980-82


24 SURAT SMC Global Securities Ltd, 316, 3rd Floor Empire State Building, Near Udhana Darwaja, Ring Road, Surat 395002

Mr.Amit Desai /Mrs.Bhavana Vakharia

0261-3926534 /3926543 - 47


25 THANE SMC Global Securities Ltd,Office No - 2,1 st Floor, Sameer Arcade, Opp Saraswat Bank, Jambli Naka, Thane – 400601

Mr.Suresh Kataria 022-25340000 9819892825 [email protected]

Public Shareholders may submit their Bids by completing the Bid Forms along with other relevant documents, as mentioned in the Bid Form, 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 on working days during 10.00 am to 3.00 pm.

d) Public Shareholders (in particular those shareholders who are resident in areas where no Bid Centres are located) may also submit their Bids by registered post or speed post or courier (at their own risk and cost) marked “ Ricoh India Limited – Delisting Offer” to the Trading Member - SMC Global Securities Limited, 1st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400 064 so as to ensure that

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their Bids are delivered to the Trading Member on or before closing hours of the Bid Closing Date. Under no circumstances should the Bids be dispatched to the Promoter or the Company, or to the Registrar to the Offer or to the Manager to the Offer. If duly filled Bid Forms arrive before the Bidding Period opens, the Bid will still be valid, however, the Trading Member will not submit the Bid until the commencement of the Bidding Period.

e) 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

Special Depository Account Name

RICOH INDIA LIMITED - DELISTING ESCROW A/C – ERNST & YOUNG MERCHANT BANKING SERVICES PVT. LTD.

Name of the Depository Participant

SMC Global Securities Limited

DP Identification Number 12027000Client Identification Number 00200022

f) In order for Bids to be valid, Public Shareholders, who hold Offer Shares in dematerialised form, should transfer their Offer Shares from their respective depository accounts to the Special Depository Account opened by the Manager to the Offer prior to submission of their Bid. All transfers should be in off-market mode. A photocopy of the delivery instructions or counterfoil of the delivery instructions submitted to the depository participant of the Public Shareholder’s depository account and duly acknowledged by such depository participant crediting the Public Shareholder’s Offer Shares to the Special Depository Account, should be attached to the Public Shareholder’s Bid.

g) Alternately Public Shareholders may mark a pledge for the same to the Manager to the Offer in favour of the Special Depository Account.

h) Public shareholders who hold their Offer Shares through National Securities Depository Services 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 opened by the Manager to the Offer.

i) It is the responsibility of Public Shareholders to ensure that their Offer Shares are credited to the Special Depository Account/pledged in favour of the Special Depository Account on or before 3:00 pm on the Bid Closing Date.

j) In order for Bids to be valid, the Public Shareholders who hold Offer Shares in physical form should send their Bid Form together with the share certificate and duly executed transfer deed to the Trading Member who shall immediately after entering their Bids on its system send them to the Registrar for confirming their genuineness. The Registrar shall deliver the certificates which are found to be genuine to the Manager to the Offer. The bids in respect of the certificates which are found to be not genuine shall be deleted from the system. The share transfer forms should be executed in favour of “Ricoh Asia Pacific Pte. Ltd.”.

k) The Manager to the Offer will hold in trust the dematerialized Offer Shares/ physical share certificates, Offer Shares lying in credit of the Special Depository Account and the transfer form(s) or pledged Offer Shares, until the Acquirer completes its obligations under the Offer in accordance with the Delisting Regulations.

l) The ISIN for the Equity Shares of the Company is INE291B01015.

m) If any Public Shareholder fails to receive or misplaces the Bid Letter, a copy may be obtained by writing to the Registrar to the Offer at their address given in paragraph 23, clearly marking the envelope “Ricoh India Delisting Offer”. Alternatively, such Public Shareholder may obtain copies of Bid Forms from the Bid Centres mentioned above. The Offer Letter shall also be available on the website of BSE Limited, www.bseindia.com and also on the website of the Registrar to the Offer, at http://www.linkintime.co.in/newsite/download.jsp or the Public Shareholders may obtain a soft copy of the Bid Letter by making a request [email protected].

n) The Offer Shares to be acquired under this 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 charge, lien or encumbrance are liable to be rejected.

o) It shall be the responsibility of the Public Shareholders tendering in the Offer to obtain all requisite approvals (including corporate, statutory and regulatory approvals) prior to tendering their Offer Shares in pursuant to the Delisting Offer and the Acquirer shall take no responsibility for the same. The Public Shareholders should

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also provide all relevant documents, which are necessary to ensure transferability of the Offer Shares failing which the Bid may be considered invalid and is liable to be rejected. The Public Shareholder should attach a copy of any such approval to the Bid.

p) In accordance with Clause 5 of Schedule II of the Delisting Regulations, Public Shareholders who have tendered their Offer Shares by submitting Bids pursuant to the terms of the PA and the Bid Letter, 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. Any such request for revision or withdrawal of the Bids should reach the Trading Member at the Bid Centres on or before 3.00 p.m. as on one day before Bid Closing Date. Any such request for revision or withdrawal of Bids received after 3.00 p.m. on one day before the Bid Closing Date shall not be accepted.

q) Shareholders who obtain Equity Shares after the Specified Date may request for a Bid Form as per paragraph 14 (m) above.

r) If the Offer is successful all the Public Shareholders whose Bids are verified to be genuine shall, subject to paragraphs 11, subject to deduction of tax at source, where applicable, within 10 working days from the closure of the Offer by way of a crossed account payee cheque/ demand draft/ pay order/ECS/RTGS/NEFT/Direct Credit. All cheques/demand drafts will be drawn in the name of the first holder, in case of joint holder(s), and will be dispatched to the shareholders by registered post, at the shareholder’s sole risk, and at the address registered with the Company or the depository participant, as applicable.

s) Share certificates for any invalid Bid, will be dispatched to the shareholders by registered post, at the shareholder’s sole risk. Offer Shares tendered in dematerialized form for any invalid Bid will be credited back to the respective beneficiary account with their respective Depository Participants (DPs) as per the details furnished by the respective shareholders in the Bid Form.

t) Where the Offer fails in the circumstances stated in paragraphs 10 and 11 of this Bid Letter:-

(i) the Offer Shares deposited or pledged by a Public Shareholder shall be returned or released to him within ten working days from the Bid Closing Date in terms of the proposed timetable as set out in paragraph 17 below;

(ii) no final application shall be made to the Stock Exchanges for delisting of the Equity Shares; and

(iii) the Escrow Account (as defined in paragraph 18 of this Bid Letter) shall be closed.

u) Shareholders are requested to submit the below mentioned documents, as applicable, along with the Bid Form:

CategoryProcedure

Physical DematIndividual / HUF 1. The Bid Form duly completed and

signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificate.

1. Bid Form duly filled and signed by the registered shareholder

2. Original share certificate(s) and 2. The duly executed copy of the delivery instruction slip

3. Valid share transfer deed(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with and duly witnessed at the appropriate place(s). Note: In order to avoid rejection (thumb impressions, signature difference, etc.), it is recommended to get it attested, by a magistrate/ notary public/ bank manager under their official seal

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CategoryProcedure

Physical DematCorporate 1. The Bid Form duly completed and

signed in accordance with the instructions contained therein, by an authorized signatory.

1. Bid Form duly filled and signed by an authorized signatory

2. Original share certificate(s) 2. The duly executed copy of the delivery instruction slip

3. Valid share transfer deed(s) duly signed as transferors by an authorized signatory as per specimen signatures registered with the company.

4. True copy of the board resolution certified by a director or a company secretary of the company providing the authority to the signatory to deal with sale of Equity Shares

Power of Attorney (“POA”)

1. The Bid Form duly completed and signed in accordance with the instructions contained therein, by the POA holders

1. Bid Form duly filled and signed by the POA holders


3. Valid share transfer deed(s) duly signed as transferors by all POA holders duly witnessed at the appropriate place(s).

3. The Shareholder should ensure that the POA is duly registered with their depository participants

3. Shareholder should ensure that the POA is duly registered with their depository participant.

4. Attested copy of POA only if not registered with the Company or its registrar/transfer agent (Note: It is recommended to attach a photocopy of the same)

Custodian 1. The Bid Form duly completed and signed in accordance with the instructions contained therein, by all shareholders/ POA shareholders whose names appear on the share certificate.



3. Valid share transfer deed(s) duly signed as transferors by all POA holders and duly witnessed at the appropriate place(s).

4. Attested copy of POA only if not registered with the Company or its registrar/transfer agent (Note: It is recommended to attach a photocopy of the same)

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CategoryProcedure

Physical DematNon- resident Indian (“NRI”)

1. The Bid Form duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificate or POA holder.

1. Bid Form duly filled and signed by the registered shareholder or the POA Holder


3. Valid share transfer deed(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with and duly witnessed at the appropriate place(s). Note: In order to avoid rejection (thumb impressions, signature difference, etc.), it is recommended to get it attested, by a magistrate/notary public/bank manager under their official seal

4. A no objection certificate (“NOC”) and tax clearance certificate (“TCC”) under Section 195(3) or Section 197 of the Income Tax Act, 1961 from the Income Tax Authority or alternatively a certificate from ‘Chartered Accountant’ certifying if the Equity Shares are held on a long term or short term basis for the purpose of determining capital gains tax. (In case this certificate is not provided, then by default, short term capital gains tax shall be applicable).

3. Should enclose a no objection certificate (“NOC”) and tax clearance certificate (“TCC”) under Section 195(3) or Section 197 of the Income Tax Act, 1961 from the Income Tax Authority or alternatively a certificate from ‘Chartered Accountant’ certifying if the Equity Shares are held on a long term or short term basis for the purpose of determining capital gains tax. (In case this certificate is not provided, then by default, short term capital gains tax shall be applicable).

5. Should enclose a copy of the permission received from the Reserve Bank of India (“RBI”) for the Equity Shares held by them. If the Equity Shares are held under the general permission of RBI, the non-resident shareholder should furnish a copy of the relevant notification/circular pursuant to which the Equity Shares are held and state whether the Equity Shares are held on repatriable or non-repatriable basis

4. Should enclose a copy of the permission received from the RBI for the Equity Shares held by them. If the Equity Shares are held under the general permission of the RBI, the non-resident shareholder should furnish a copy of the relevant notification/circular pursuant to which the Equity Shares are held and state whether the Equity Shares are held on repatriable or non-repatriable basis

6. Copy of Permanent Account Number (“ PAN”) card (self attested)

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CategoryProcedure

Physical Demat7. Copy of POA (Power of Attorney),

required only if not registered with the Company or Registrar/Transfer Agent

Foreign Institutional Investor (“FII”)/Overseas Corporate Body (“OCB”)

1. The Bid Form duly completed and signed in accordance with the instructions contained therein, by an authorized signatory on the share certificate.


2. Original share certificate(s) and 2. The duly executed copy of the delivery instruction slip3. Valid share transfer deed(s)

duly signed as transferors by an authorized signatory under their official seal

4. Self attested copy of PAN card

5. NOC and TCC from the Income Tax Authority

3. NOC and TCC from the Income Tax Authority

6. SEBI Registration Certificate 4. SEBI Registration Certificate

7. FII certificate (self attested declaration certifying the nature of income arising from the sale of Equity Shares, whether capital gains or otherwise and also stating their residential status, that it does not have a permanent establishment in India

5. FII certificate (self attested declaration certifying the nature of income arising from the sale of Equity Shares, whether capital gains or otherwise and also stating their residential status, that it does not have a permanent establishment in India

8. Certificate from a ‘Chartered Accountant’ (along with proof such as demat account statement) certifying that the Equity Shares have been held for more than one year along with acquisition cost, if applicable

6. Certificate from a ‘Chartered Accountant’ (along with proof such as a demat account statement) certifying that the Equity Shares have been held for more than one year along with acquisition cost, if applicable

9. The non-resident shareholder may also provide a bank certificate certifying inward remittance to avail concessional rate of tax deducted at source for long term capital gains under section 115E of Income Tax Act. 1961

7. The non-resident shareholder may also provide a bank certificate certifying inward remittance to avail concessional rate of tax deducted at source for long term capital gains under section 115E of Income Tax Act. 1961

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CategoryProcedure

Physical Demat10. Should enclose a copy of the

permission received from the RBI for the Equity Shares held by them. If the Equity Shares are held under the general permission of RBI, the non-resident shareholder should furnish a copy of the relevant notification/circular pursuant to which the Equity Shares are held and state whether the Equity Shares are held on repatriable or non-repatriable basis

8. Should enclose a copy of the permission received from the RBI for the Equity Shares held by them. If the Equity Shares are held under the general permission of the RBI, the non-resident shareholder should furnish a copy of the relevant notification/circular pursuant to which the Equity Shares are held and state whether the Equity Shares are held on repatriable or non-repatriable basis

11. Copy of POA only if not registered with the Company or Registrar/Transfer Agent

15. PROCEDURE FOR SETTLEMENT

a) If the Acquirer accepts or offers the Exit Price and all other conditions attaching to the Delisting Offer are satisfied, the Acquirer shall acquire all Offer Shares that have been tendered at prices up to and 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 paragraph 20 of this Bid Letter. For this purpose, Acquirer will, immediately on ascertaining success of the Delisting Offer, open a special account and transfer thereto, such part of the Final Escrow Amount (as hereinafter defined) that is due and payable as consideration in respect of the Offer Shares tendered in the Delisting Offer at or below the Exit Price, from the Escrow Account (as hereinafter defined).

All the Public Shareholders whose bids are verified to be genuine in accordance with the Delisting Regulations shall be paid the Exit Price stated in the public announcement within ten working days from Bid Closing Date (i.e. by November 9, 2012).

b) If the Acquirer does not accept or offer an Exit Price, all Offer Shares deposited in the Special Depository Account or pledged with or delivered to the Manager to the Offer in accordance with paragraphs 14 (f) and 14(j) of this Bid Letter, shall be returned/released from pledge as soon as is practicable but not later than ten working days from the Bid Closing Date (i.e. by November 9, 2012), to the relevant Public Shareholders.

16. PERIOD FOR WHICH THE DELISTING OFFER SHALL BE VALID

The Public Shareholders may submit their Bids to the Acquirer during the Bid Period. Additionally, once the Equity Shares have been delisted, the Public Shareholders, whose Offer Shares have not been acquired by the Acquirer, or who did not tender their Equity Shares in the Delisting Offer, may offer their Offer Sharesfor sale to the Acquirer at the Exit Price for a period of one year following the date of the delisting of the Company from the BSE (“Exit Window”). Such Public Shareholders may tender their Offer Shares by submitting the required documents to the Registrar to the Offer during the Exit Window.

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17. PROPOSED TIMETABLE FOR THE DELISTING OFFER

Activity Date DayPublic Announcement by the Acquirer October 27, 2012 SaturdaySpecified Date October 27, 2012 SaturdayDispatch of Bid Letter/ Bid Forms to Public Shareholders October 27, 2012 SaturdayBid Opening Date (10.00 a.m.) November 5, 2012 MondayLast date for upward revision or withdrawal of Bids November 8, 2012 ThursdayBid Closing Date (3.00 p.m.) November 9, 2012 FridayPublic Announcement of Discovered Price/ Exit Price and Acquirer’s acceptance/ rejection of Discovered Price/ Exit Price

November 23, 2012 Friday

Last date for payment of consideration in case of success of the Delisting Offer.


Last date for return of Offer Shares tendered under the Delisting Offer to Public Shareholders in case of failure of the Delisting Offer.


Specified Date is only for the purpose of determining the names of the Public Shareholders to whom the Bid Letter will be sent. However, all Public Shareholders, (whether registered or unregistered), are eligible to participate in the Offer by submitting their Bid on or before 3:00 pm on the Bid Closing Date. All the dates above are subject to change and are dependent on obtaining the requisite statutory and regulatory approval as may be applicable.

18. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN

a) The estimated consideration payable under the Delisting Regulations, being the Floor Price of Rs. 53.79 per Equity Share multiplied by the number of Offer Shares outstanding with the public shareholders, i.e., 10,497,791 Equity Shares, is Rs. 564,676,178/- (Rupees Five Hundred Sixty Four Million Six Hundred Seventy Six Thousand One Hundred and Seventy Eight only) (“Initial Escrow Amount”).

b) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, the Acquirer has caused The Hongkong and Shanghai Banking Corporation Limited, a company incorporated under the Companies Ordinance of the Hong Kong Special Administrative Region (“HKSAR”), having its registered office at 1 Queens Road Central, HKSAR, and its India corporate office at 52/60 Mahatma Gandhi Road, Fort, Mumbai – 400001 acting through its branch office at Shiv Building, Plot No. 139-140 B, Western Express Highway, Sahar Road Junction, Vile Parle (East), Mumbai – 400057, to open an escrow account (the “Escrow Account”) and deposited therein an amount of Rs. 564,676,178/- (Rupees Five Hundred Sixty Four Million Six Hundred Seventy Six Thousand One Hundred and Seventy Eight only) in cash being an amount equal to 100% (one hundred percent) of the Initial Escrow Amount.

c) In accordance with Regulations 11(1) and 11(3) of the Delisting Regulations, upon determination of Exit Price and making of public announcement under Regulation 18 of the Delisting Regulations accepting the Exit Price, the Acquirer will forthwith increase, if required, the Initial Escrow Amount by depositing such additional sum (in the form of cash) into the Escrow Account as may be sufficient to make up the entire sum due and payable as consideration in respect of the Offer Shares (the “Final Escrow Amount”). 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 funds lying in the Escrow Account, as per the provisions of the Delisting Regulations.

19. STATUTORY APPROVALS

a) The Acquirer vide its letter dated October 18, 2012 has made an application to the RBI, seeking the RBI’s approval to acquire Offer Shares validly tendered by non-resident Indians (“NRIs”) in the Delisting Offer. This approval is currently awaited. Further, whilst the Acquirer understands that the Company has no overseas corporate bodies (“OCBs”) (as understood in terms of applicable Indian foreign exchange laws), as its shareholders, in the event that any OCBs tender their Equity Shares in the Offer, then the prior approval of the RBI would also be required.

b) 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 and implement the Delisting Offer, 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 receipt of such statutory or regulatory approvals.

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c) It shall be the responsibility of the Public Shareholders tendering in the Delisting Offer to obtain all requisite approvals (including corporate, statutory or regulatory approvals), if any, prior to tendering the Offer Shares held by them 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.

d) 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.

e) 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 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 Public Announcement is published.

20. TAX DEDUCTED AT SOURCE

Summary of key provisions related to tax deduction at source (“TDS”) under the Income-tax Act, 1961 (the “IT Act”):

a) All shareholders would either be 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.

b) As per the provisions of Section 195(1) of the IT Act, any person responsible for paying to a non-resident, not being a company, or to a foreign company, any sum chargeable to tax is required to deduct tax at source (including surcharge and education cess wherever applicable) at the rates in force. Since, under the current provisions of the IT Act, the consideration payable under the Offer would be chargeable to tax as capital gains, or business profits, interest income (as the case may be), the Acquirer will need to deduct tax at source at the rates in force on the gross consideration payable as computed on the basis of the Exit Price to the following categories of shareholders:

A. If shares are held on Investment / Capital Account:

(i) Non-resident Indians: The Acquirer will deduct tax at source from the gross consideration on the basis of short term capital gains (30%) or long-term capital gains (10% if acquired with convertible foreign exchange and 20% if acquired in any other manner), as the case may be. In addition to the above, education cess at 3% would be levied on the tax amount. . If the shares, being long term capital asset, have been acquired with convertible foreign exchange, tax shall be deducted at 10% (plus education cess of 3% of tax) of the consideration. If NRI claims that the shares were acquired with convertible foreign exchange, it would be required to attach the appropriate evidence and certification in that regard, otherwise it shall be presumed that the shares were not acquired with convertible foreign exchange.

(ii) Overseas Unincorporated Bodies: The Acquirer will deduct tax at source from the gross consideration payable on the basis of short-term capital gains (at 30%) or long-term capital gains (at 20%) as the case may be. In addition to the above, education cess at 3% would be levied on the tax amount.

(iii) Overseas Corporate Bodies / Non-domestic companies: The Acquirer will deduct tax at source from the gross consideration payable on the basis of short-term capital gains (at 40%) or long-term capital gains (at 20%) as the case may be. In case the gross consideration exceeds Rs.1,00,00,000/- surcharge would be levied at 2% on the tax amount. Education Cess at 3% would be levied on aggregate of tax and surcharge, if any.

(iv) Foreign Institutional Investors (FII): FIIs enjoy exemption from tax deduction at source on capital gains under Section 196D(2) of the IT Act and hence no tax shall be deducted on consideration payable to FIIs. FIIs should enclose copy of their SEBI registration certificate failing which payment of the consideration shall be subject to deduction of tax at source.

ll categories of shareholders above would need to certify in the Bid Form that the Equity Shares are held by them on investment/capital account and not in trade account, if they contend so.

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B. Consequences of Failure of certification

If the non-resident shareholders fail to certify in the Bid Form that the Equity Shares are held by it on investment/capital account or Equity Shares are held as stock in trade and, in addition to above requirement if FIIs fail to attach the SEBI registration certificate, then the Acquirer will deduct tax at source on the gross consideration at the rate of 40 % in case of corporate shareholder and 30% in case of any other shareholder. In addition to the above, in case of corporate shareholder, surcharge would be levied at 2% on the tax in case the consideration exceeds Rs. 1,00,00,000. Education cess at 3% would be levied on the aggregate of tax and surcharge, if any, in all cases.

In the event the aforementioned categories of 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 to that effect, and submit the same to the Acquirer before receipt of the consideration for the sale of Equity Shares. On failure to produce such certificate from the income tax authorities, the Acquirer will deduct tax as aforesaid, and a certificate in the prescribed form shall be issued to that effect.

c) No tax shall be deducted at source from the payment of sale consideration made to resident Public Shareholders.

d) For the purpose of determining as to whether the capital gains are short-term or long-term in nature, the Acquirer shall take the following actions based on the information obtained from the Company.

(i) In the case of Equity Shares held in physical form that are registered with the Company in the name of the Shareholder, the date of registration of the Equity Shares with the Company shall be taken as the date of acquisition.

(ii) In the case of Equity Shares held in a physical form and where the tenderer of Equity Shares is not the registered shareholder, the capital gain shall be assumed to be short-term in nature.

(iii) In case of unavailability of information with the Company/Acquirer or in case of any ambiguous, incomplete or conflicting information, the capital gains shall be considered to be short-term in nature and the tax shall be deducted accordingly.

e) In a case where tax is deductible at source, position summarized above is applicable in case of shareholders who have obtained Permanent Account Number (“PAN”) under the IT Act and furnish PAN in the Bid Form. Copy of PAN card is also required to be attached as evidence.

However, 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 (plus applicable surcharge and education cess, if any), whichever is higher, will be deducted at source.

f) The Acquirer, the Company and the Manager to the Offer and any of their affiliates do not accept any responsibility for the accuracy or otherwise of the above advice. Shareholders are advised to consult their tax advisors for the treatment that may be given by their respective income tax assessing authorities in their case, and the appropriate course of action that they should take. The tax rates and other provisions specified above are based on the current position in law and may undergo changes.

21. CERTIFICATION BY THE BOARD OF DIRECTORS OF THE COMPANY The Board of Directors of the Company hereby certify that -

a) the Company has not raised capital by issuing securities during the five years preceding the date of this Bid Letter;

b) all material information which is required to be disclosed under the provisions of the continuous listing requirement under the ‘Equity Listing Agreement’ have been disclosed to the BSE, as applicable.

22. COMPLIANCE OFFICER

The Compliance Officer of the Company is:

Mr. Manish Sehgal Company Secretary Phone: +91 11 49103000, 3100, 3200 Fax: +91 11 49103099, 3199 Email: [email protected]

In case the Public Shareholders have any queries concerning the non-receipt of credit or payment for Offer Shares or on delisting processes and procedure, they may address the same to the Registrar to the Offer or the Manager to the Offer.

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23. REGISTRAR TO THE OFFER

Link Intime India Private Limited C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai 400 078.India Tel: +91 22 2569 7878 Mob: +91 9167779210 Fax: (022) 2569 0329 Contact Person: Mr Pravin Kasare Email: [email protected]

24. DISCLAIMER CLAUSE OF THE BSE

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 that the compliance with various statutory and other requirements by Ricoh India Limited and 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 any financial responsibility or liability nor does BSE take responsibility in any way for the financial or other soundness of the Company, its promoters or its management.” 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 the Public Announcement 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 Public Announcement, nor does BSE warrant that the securities will be delisted. That 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 the Offer and tender of securities through RBB Process whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

25. GENERAL DISCLAIMER

Every person who desires to avail of the Offer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Acquirer, 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 offer and tender of securities through the RBB Process.

For Ricoh Asia Pacific Pte. Ltd.

(On behalf of the Board)

Sd/- Sd/-

Nobuaki Majima M. Ishida Director Director

Place: SingaporeDate: October 26, 2012

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Please read this document along with the Public Announcement dated October 26, 2012 and published on October 27, 2012 (“PA”) and the Bid Letter dated October 26, 2012 (the “Bid Letter”) issued by Ricoh Asia Pacific Pte. Ltd. (“Ricoh Asia”/ “Acquirer”), 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, expressions in this Bid cum Acceptance Form/ Bid Form have the same meaning as defined in the PA and the Bid Letter.

DELISTING OFFER*

Bid Opening Date Monday November 5, 2012 10:00 AM

Last Date for Revision (Upwards) or Withdrawal Thursday November 8, 2012 3:00 PM

Bid Closing Date Friday November 9, 2012 3:00 PM

Floor Price Per Share Rs. 53.79/- (Rupees Fifty Three and Paise Seventy Nine only)

*The dates are subject to, among other things, the Acquirer obtaining the necessary approvals, if any, prior to the Bid Opening Date

BID CUM ACCEPTANCE FORMIn respect of Equity Shares of Face Value of Rs.10/- each of

RICOH INDIA LTD.pursuant to the Delisting Offer by Ricoh Asia Pacific Pte. Ltd.

(To be filled in by the Trading Member)

Bid Centre Application Number Date

Dear Sir(s),

Re: Delisting Offer for fully paid up Equity Shares of Ricoh India Ltd. (“Ricoh India”/ “Company”) by the Acquirer through reverse book building process (“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 Equity

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 Equity Shares on my/

our behalf and the Equity Shares tendered under the Delisting Offer shall be held in trust by the Manager to the Offer until the time of the dispatch of payment of consideration calculated at Discovered/ Exit Price and/ or the unaccepted Equity Shares are returned.

3. I/ We hereby undertake the responsibility for the Bid Form and the Equity Shares tendered under the Delisting Offer and I/ we hereby confirm that the Acquirer/ Manager to the Offer or the Registrar to the Offer or the Trading Member shall not be liable for any delay/ loss in transit resulting into delayed receipt or non receipt of the Bid Form along with all requisite documents, by the Trading Member or delay/ failure in credit of Equity 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 SEBI (Delisting of Equity Shares) Regulations, 2009 and any amendments thereto (“Delisting Regulations”) and all other applicable laws, by way of reverse book building process and the Acquirer is not bound to accept the Discovered Price.

5. I/ We also understand that the payment of consideration will be done after due verification of Bids, documents and signatures.6. I/ We hereby confirm that I/ we have never sold or parted/dealt with in any manner with the Equity Shares tendered under the Delisting Offer

and these Equity Shares are free from any lien, equitable interest, charges & 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 these

Equity Shares and I/ we are the absolute and only owner(s) of these Equity Shares and are legally entitled to tender the Equity 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 through registered post or ordinary post, as the case may be at the address registered with the Company/Depository Participant or by ECS/RTGS/NEFT/Direct Credit,.

9. I/ We undertake to return the amount received by me/ us inadvertently, immediately.10. I/ We agree that upon acceptance of the Equity 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 Equity Shares of the Company.11. I/ We authorize the Acquirer to accept the Equity Shares so offered, which they may decide to accept in consultation with the Manager to

the Offer and in terms of the Bid Letter.12. 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 pertains to, or is relatable to, my/ our tax liability) I/ we agree to indemnify the Acquirer for the same.13. 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 laws, rules and regulations.14. I/ We acknowledge and confirm that all the particulars/ statements given herein are true and correct.

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1. Name (in BLOCK LETTERS) (Please write the names of the joint holders in the same order as appearing in the share certificate(s)/ demat account)

Holder Name PAN No.

Sole/First

Second

Third

2. Contact Number(s) Tel No.: Mobile No.:

3. Full Address of the First Holder (with pin code)

4. Type of Investor (Please tick the box to the right of the appropriate category)

Individual NRI – Repatriable

HUF NRI – Non Repatriable

Domestic Company FII

Mutual Fund/ Banks / FI Foreign Company

OCB Others(Please Specify)__________________

5. FOR SHAREHOLDERS HOLDING SHARES IN PHYSICAL FORM

Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed

S. No. Folio No. Share Certificate(s) No. Distinctive Number of Shares

From To

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

FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM

Details of demat account and delivery instruction executed in favour of Special Depository Account

Name of Depository Participant

Depository Participant’s ID No.

Client ID No.

Date of execution/ acknowledgement of delivery instruction (copy enclosed)

Number of Equity Shares

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6. Other enclosures, as applicable (Please tick the box to the right of the appropriate category)

Power of Attorney Corporate Authorisation

Death Certificate Others (Please specify)

7. Details of Bank Account

In order to avoid any fraudulent encashment in transit of the cheque, pay order or demand draft issued by the Acquirer or by ECS/RTGS/NEFT/Direct Credit towards the consideration payable for the Equity Shares tendered under this Bid 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 carrying the details of the bank account so provided. If you do not provide the following details or the details provided are different from those received electronically from your depository participant, any consideration payable will be sent to the first/ sole shareholder based on details obtained from the first/ sole shareholders’ depository participant (however, there will be no obligation on the Acquirer or Manager to the Offer or Registrar to do the same), or without such details.

Name of the Bank

Branch Address

Account No.

Savings/Current / Others (Please Specify)

MICR Code

IFSC Code

8. Details of Bid and Equity Shares tendered pursuant to the Delisting Offer

You should insert the number of Equity Shares you wish to tender and the price per Equity Share at which you are tendering the same (your “Bid Price”) in the space provided below. If your Bid Price is less than the Floor Price which is 53.79/- per Equity Share, you will be deemed to have tendered your Equity Shares at 53.79/- per Equity Shares.

I/We hereby tender to the Acquirer, the number of Equity Shares at the Bid Price as specified below:

Particulars Figure in Numbers Figure in WordsNumber of Equity Shares

Bid Price per Equity Share (in Rs)

Signature

Sole/First Holder Second Holder Third Holder

Note: In case of joint holdings, all holders much sign.In case of bodies corporate a stamp of the Company should be affixed and necessary board resolution authorizing the submission of this Bid Form should be attached

Tax Certification (Non Resident Indians (“NRIs”) / Overseas Corporate Bodies (“OCBs”) / Foreign Institutional Investors (“FIIs”) / Non-Resident shareholders ONLY)

Please refer to the Bid Letter for details regarding tax to be deducted at source. Shareholders are also 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.

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I/ We certify that the Equity Shares referred to in Box 5 are held: (please tick)

On Investment / Capital Account On Trade Account /to be taxed as Business Profits

I/We certify that the tax deduction on the Equity Shares referred to in Box 5 is to be deducted on account of.

Short Term Gains Long Term Gains Business Profits

Note: Where the Equity Shares tendered comprise both long term capital assets and short term capital asset please furnish a statement showing computation of the break up into short term capital gains and long term capital gains. In the case of NRIs only, where the Equity Shares have been acquired/ purchased with or subscribed to in convertible foreign exchange and the shareholder wants to certify himself as having opted/ not opted out of Chapter XII-A of the Income Tax Act, 1961 then please tick () in the appropriate box below:

I certify that:

I have not opted out of Chapter XII-A of the Income Tax Act, 1961

I have opted out of Chapter XII-A of the Income Tax Act, 1961

PERMANENT ACCOUNT NUMBER :

(For tax deduction at source purposes)______________________________________________

I/We have enclosed the following documents that are applicable to me/us (Please tick)

No objection certificate/ Tax clearance certificate from income tax authorities u/s 195(3) or u/s 197 of the Income Tax Act, 1961

Previous RBI approvals for holding the Equity Shares referred to in Box 5 of this Bid Form

Self Attested Copy of Permanent Account Number (PAN) Letter / PAN Card

Notes :

a) In case the Equity Shares are held on trade account, kindly enclose a certificate stating that you are a tax resident of your country of residence/Incorporation and that you do not have a “permanent establishment” in India in terms of the Double Taxation Avoidance Agreement (“DTAA”) entered into between India and your country of residence.

b) In order to avail the benefit of lower rate of tax deduction under the DTAA, if any, kindly enclose a tax residency certificate stating that you are a tax resident of your country of incorporation in terms of the DTAA entered into between India and your country of residence.

c) Non-resident shareholders should enclose a copy of the permission received from RBI for the Equity Shares held by them. If the Equity Shares are held under the general permission of RBI, the non-resident shareholder should furnish a copy of the relevant notification/ circular pursuant to which the Equity Shares are held and state whether the Equity Shares are held on repatriable or non-repatriable basis.

d) Non-resident shareholders (including NRIs, OCBs and FIIs) should enclose no objection certificate/ tax clearance certificate from income tax authorities u/s 195(3) or u/s 197 of the Income Tax Act, 1961, indicating the tax to be deducted, if any, by the Acquirer before remittance of consideration. Otherwise, tax will be deducted at maximum marginal rate as may be applicable to the category and status of the shareholder, on the full consideration payable by the Acquirer.

e) NRIs, OCBs, FIIs and non-resident shareholders are required to furnish bankers’ certificates certifying inward remittance of funds for their original acquisition of Equity Shares of Ricoh India.

f) NRIs holding shares on non-repatriable basis and OCBs shall also enclose a copy of the permission received from the RBI, if any, for tendering their Equity Shares in the Offer.

g) FIIs are requested to enclose the SEBI Registration Letter including sub-account.

h) Non-resident shareholders (including NRIs, OCBs and FIIs) should also enclose a consent letter indicating the details of transfer i.e. number of Equity Shares to be transferred, the name of the investee company whose shares are being transferred i.e. “Ricoh India Ltd.” and the price at which the Equity Shares are being transferred i.e. “Price determined accordance with the SEBI (Delisting of Equity Shares) Regulations, 2009” duly signed by the shareholder or his/its duly appointed agent and in the latter case, also enclose the power of attorney.

i) OCBs are requested to enclose Form OAC of the current year.

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CHECKLIST

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS1. Bid cum Acceptance Form 1. Bid cum Acceptance Form2. Copy of acknowledged demat slip / copy of

acknowledged pledge creation slip2. Original Share Certificate of the Company

3. Inter depository delivery instruction, in case of shares held through NSDL

3. Valid Share Transfer Deed

4. Tax residency certificate, where applicable 4. Tax residency certificate, where applicable5. Certificate u/s 195(3)/ 197 of the Income tax Act, 1961,

where applicable5. Certtificate u/s 195(3)/ 197 of the Income tax Act, 1961,

where applicable6. Copy of PAN Card 6. Copy of PAN card7. Other documents, as 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. Please read these notes along with the entire contents of the PA and the Bid Letter, particularly the section titled “DETAILS OF TRADING MEMBER, BIDDING CENTRES AND BIDDING PROCEDURE” (Section 14) of the Bid Letter.

3. In the case of shareholder(s) other than individuals, any documents, such as a copy of a power of attorney, board resolution, authorization, death certificate, etc., as applicable and required in respect of support/verification of this Bid Form shall also be provided; otherwise, the Bid shall be liable for rejection.

4. Please refer to paragraph 14 (u) of the Bid Letter for details of documents.

5. The number of Equity Shares tendered under the Delisting Offer should match with the number of Equity Shares specified in the transfer deed(s) enclosed or Equity Shares credited in the Special Depository Account under the respective client ID number.

6. In case, the Bid Price is less than the Floor Price of Rs. 53.79/-, it will be deemed that the Equity Shares have been tendered at the Floor Price.

7. The consideration shall be paid in the name of sole/ first holder.

8. In case, the Bid Forms are not complete in all respects, the same may be liable for rejection.

9. The Bid Forms received/tendered before the commencement of the Bidding Period shall remain valid.

10. FOR EQUITY SHARES HELD IN DEMATERIALIZED FORM:

a) Before submitting this Bid Form to the Trading Member, please issue necessary instructions to your depository participant (with whom you hold the depository account in which the Equity Shares of Ricoh India are presently held) to credit your Equity Shares into the Special Depository Account of the Manager to the Offer (whose details are below), so as to enable the Trading Member to tender your Equity Shares in the Delisting Offer pursuant to this Bid cum Acceptance Form.

b) Alternatively, you may instruct the Depository Participant to mark a pledge in favour of the Manager to the Offer in respect of the Equity Shares tendered. A photocopy of the delivery instruction or counterfoil of the delivery instruction slip furnished to your depository participant (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 this Bid Form.

ACKNOWLEDGEMENT SLIP

Received from ___________________________________________________________________________________________________ a Bid Form for

______________________ fully paid up Equity Shares of RICOH INDIA LTD. at a Bid Price of Rs. ____________________ per Equity Share.

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERSDP ID No. Folio No.Client ID No. Share Certificate No.Number of Shares Number of Shares

Received but not verified Share Certificate(s) and Share Transfer DeedsApplication Number Date Signature and Stamp

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Details of the Special Depository Account is given below:

Special Depository Account Name RICOH INDIA LIMITED - DELISTING ESCROW A/C – ERNST & YOUNG MERCHANT BANKING SERVICES PVT. LTD.

Name of the Depository Participant SMC Global Securities Limited

DP Identification Number 12027000

Client Identification Number 00200022

c) Shareholders having their beneficiary account with NSDL have to use inter depository delivery instructions for the purpose of crediting their Equity Shares in favour of the Special Depository Account with CDSL.

d) It is the sole responsibility of shareholders to ensure that their Equity Shares are credited to or pledged in favour of the Special Depository Account on or before 3.00 P.M. on the Bid Closing Date.

11. FOR EQUITY SHARES HELD IN PHYSICAL FORM: Before submitting this Bid Form to the Trading Member, you must execute valid share transfer deed(s) in respect of the Equity Shares intended to be tendered under the Delisting Offer 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. Incase, 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.

12. FOR UNREGISTERED SHAREHOLDERS: Unregistered shareholders should enclose, as applicable, (a) this Bid Form, duly completed and signed in accordance with the instructions contained therein, (b) original share certificate(s), (c) original broker contract note, (d) valid share transfer form(s) as received from the market, duly stamped and executed as the transferee(s) along with blank transfer form duly signed as transferor(s) and witnessed at the appropriate place. The transfer deed should be in favour of “Ricoh Asia Pacifc Pte. Ltd.” All other requirements for valid transfer will be preconditions for acceptance.

13. FOR SUBMITTING THE BID FORM BY HAND DELIVERY: Please submit this Bid cum Acceptance Form together with other necessary documents referred to above by Hand Delivery to the Trading Member at any one of the Bid Centers mentioned in the Bid Letter.

FOR SUBMITTING THE BID FORM BY POST/ COURIER: In case you reside in an area where no Bid Centres are located, you may also submit your Bid Form by registered post (at your own risk and cost) so as to ensure that the Bid Form is delivered marked “ Ricoh India Limited – Delisting Offer” to the Trading Member - SMC Global Securities Limited, 1st Floor, Dheeraj Sagar, Opp. Goregaon Sports Club, Link Road, Malad (W), Mumbai 400 064 on or before closing hours of the Bid Closing Date. Under no circumstances should the Bid Form be dispatched to the Acquirer or the Company, or to the Registrar to the Offer or to the Manager to the Offer. If duly filled Bid Forms arrive before the Bidding Period opens, the Bid will still be valid, however the Trading Member will not submit the Bid Form until the commencement of the Bidding Period.

All future correspondences, if any, with respect to this Offer should be addressed to Registrar to the Offer at the following address:

REGISTRAR TO THE OFFER

Link Intime India Private LimitedUnit : RICOH INDIA LIMITED - DELISTING OFFER

C-13 Pannalal Silk Mills Compound,LBS Marg, Bhandup (West), Mumbai 400 078. India

Tel No.: +91 22 2569 7878 Fax No.: +91 22 2569 0329Email: [email protected], Website: www.linkintime.co.inContact Person: Mr Pravin Kasare,SEBI Registration: INR000004058

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Please read this document along with the Public Announcement dated October 26, 2012 and published on October 27, 2012 (“PA”) and the Bid Letter dated October 26, 2012 (“Bid Letter”) issued by Ricoh Asia Pacific Pte. Ltd. (“Ricoh Asia”/ “Acquirer”), 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, expressions in this Bid Revision/ Withdrawal Form have the same meaning as defined in the PA and the Bid Letter.

DELISTING OFFER*

Bid Opening Date Monday November 5, 2012 10:00 AM

Last Date for Revision (Upwards) or Withdrawal Thursday November 8, 2012 3:00 PM

Bid Closing Date Friday November 9, 2012 3:00 PM

Floor Price Per Share Rs. 53.79/- (Rupees Fifty Three and Paise Seventy Nine only)

*The dates are subject to, among other things, the Acquirer obtaining the necessary approvals, if any, prior to the Bid Opening Date

BID REVISION / WITHDRAWAL FORMIn respect of Equity Shares of Face Value of Rs.10/- each of

RICOH INDIA LTD.pursuant to the Delisting Offer by Ricoh Asia Pacific Pte. Ltd.

(To be filled in by the Trading Member)

Bid Centre Application Number Date

1. N a m e ( i n B L O C K LETTERS) (Please write the names of the joint holders in the same order as appearing in the share certificate(s)/ demat account)

Holder Name PAN No.

Sole/First

Second

Third

2. TO BE FILLED IN ONLY IF THE NUMBER OF EQUITY SHARES HAVE BEEN INCREASED AS COMPARED TO NUMBER OF EQUITY SHARES TENDERED IN THE PREVIOUS BID FOR SHAREHOLDERS HOLDING EQUITY SHARES IN PHYSICAL FORM

Details of original share certificate(s) along with duly filled, signed transfer deed(s), as enclosed

S No. Folio No. Share Certificate(s) No. Distinctive Number of Shares

From To

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

3. FOR SHAREHOLDERS HOLDING SHARES IN DEMATERIALISED FORM

Details of demat account and delivery instruction executed in favour of Special Depository Account

Name of Depository Participant

Depository Participant’s ID No.

30

Client ID No.

Date of execution/ acknowledgement of delivery instruction (copy enclosed)

Number of Equity Shares

4. Other enclosures, as applicable (Please tick the box to the right of the appropriate category)

Power of Attorney Corporate Authorisation

Death Certificate Others (Pl. Specify)

5. Details of Previous Bid and Equity Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in WordsNumber of Equity Shares


6. Details of Revised Bid and Equity Shares tendered pursuant to the Delisting Offer

Figure in Numbers Figure in WordsNumber of Equity Shares


Signature

Sole/First Holder Second Holder Third Holder

CHECKLIST

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERS1. Bid cum Acceptance Form 1. Bid cum Acceptance Form2. Copy of acknowledged demat slip / copy of

acknowledged pledge creation slip2. Original Share Certificate of the Company

3. Inter depository delivery instruction, in case of shares held through NSDL

3. Valid Share Transfer Deed

4. Tax residency certificate, where applicable 4. Tax residency certificate, where applicable5. Certificate u/s 195(3)/ 197 of the Income tax Act, 1961,

where applicable5. Certificate u/s 195(3)/ 197 of the Income tax Act, 1961,

where applicable6. Copy of PAN Card 6. Copy of PAN card7. Other documents, as 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 closure of the Bidding Period.

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 Form was submitted. Please ensure that you enclose a copy of the acknowledgement slip relating to your previous Bid.4. Please refer to paragraph 14 (u) of the Bid Letter for details of documents5. Please note that all the information, terms and conditions contained in the original Bid Form shall remain valid, except which has

been revised under Bid Revision/ Withdrawal Form.6. In case you wish to tender additional dematerialized shares, please ensure that you have instructed your depository participant (of

the depository account in which your Equity Shares are presently held) to deposit your additional Equity Shares into the Special Depository Account of the Manager to the Offer. Alternatively, you may instruct the depository participant for marking a pledge in favour of the Manager to the Offer in respect of the additional Equity Shares tendered. In case you wish to tender additional physical

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Equity Shares, please ensure that you attach the additional share certificates and the transfer deed along with the Bid Revision/ Withdrawal Form. Please ensure that the number of Equity Shares tendered under the Bid Revision/ Withdrawal Form is equal to the total number of Equity Shares pledged/deposited into the Special Depository Account of the Manager to the Offer or the number indicated in the share certificate(s) attached and the transfer deed executed.

7. The shareholders holding Equity Shares in dematerialized form are requested to tender the Equity Shares under the Delisting Offer by crediting the Equity Shares to the following Special Depository Account in OFF-MARKET MODE:

Special Depository Account Name RICOH INDIA LIMITED - DELISTING ESCROW A/C – ERNST & YOUNG MERCHANT BANKING SERVICES PVT. LTD.

Name of the Depository Participant SMC Global Securities Limited

DP Identification Number 12027000

Client Identification Number. 00200022

8. In case of shareholder(s) other than individuals, 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.

9. The number of Equity Shares tendered under the Delisting Offer should match with the number of Equity Shares specified in the share certificate(s) enclosed or Equity Shares credited in the Special Depository Account under the respective client ID number.

10. The consideration shall be paid in the name of sole/first holder.11. In case the Bids are not complete in all respects, the same may be liable for rejection.12. FOR SUBMITTING THE BID REVISION / WITHDRAWAL FORM BY HAND DELIVERY: Please submit this Bid Revision / Withdrawal

Form together with other necessary documents referred to above by hand delivery to the same Trading Member and at the same Bid Center where the original Bid Form was submitted. Please refer to the Bid Letter for the list of Bid Centers.

13. FOR SUBMITTING THE BID FORM BY REGISTERED POST: In case you reside in an area where no Bid Centres are located and/or you had originally tendered your Equity Shares under the Delisting Offer by post/ courier, you may submit your Bid Revision / Withdrawal Form by registered post (at your own risk and cost) so as to ensure that the Bid Revision / Withdrawal Form is delivered to the Trading Member on or before 3.00 p.m. on one day before Bid Closing Date. Any such request for revision or withdrawal of Bids received after 3.00 p.m. one day before the Bid Closing Date may not be accepted. Under no circumstances should the Bid Revision/ Withdrawal Form be dispatched to the Acquirer, or to the Registrar to the Offer or to the Manager to the Offer.

ACKNOWLEDGEMENT SLIP

Received from ___________________________________________________________________________________________________ a Bid Revision /

Bid Withdrawal Form for ______________________ fully paid up Equity Shares of RICOH INDIA LTD. at a Bid Price of Rs. ____________________ per Equity Share.

DEMAT SHAREHOLDERS PHYSICAL SHAREHOLDERSDP ID No. Folio No.Client ID No. Share Certificate No.Number of Shares Number of Shares

Received but not verified Share Certificate(s) and Share Transfer DeedsApplication Number Date Signature and Stamp

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All future correspondences, if any, with respect to this Offer should be addressed to Registrar to the Offer at the following address:

REGISTRAR TO THE OFFER

Link Intime India Private LimitedUnit : RICOH INDIA LIMITED - DELISTING OFFER

C-13 Pannalal Silk Mills Compound,LBS Marg, Bhandup (West), Mumbai 400 078. India

Tel No.: +91 22 2569 7878 Fax No.: +91 22 2569 0329Email: [email protected], Website: www.linkintime.co.inContact Person: Mr Pravin Kasare,SEBI Registration: INR000004058

to the Public Shareholders of RICOH INDIA LIMITED Bid...by registered post or speed post or courier...

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Transcript of to the Public Shareholders of RICOH INDIA LIMITED Bid...by registered post or speed post or courier...