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					                                                             LETTER OF OFFER
       THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
This Letter of Offer is sent to you as shareholder(s) of Carrier Aircon Limited. If you require any clarification about the action to be taken, you should consult your stock
broker or investment consultant or the Manager/ Registrar to the Offer. In case you have sold the shares, please hand over this Letter of Offer and the accompanying
Form of Acceptance cum Acknowledgement to the member of the stock exchange through whom the said sale was effected.
               CASH OFFER AT Rs. 100/- (Rupees Hundred only) PER FULLY PAID UP EQUITY SHARE
             [Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
                                       Regulations, 1997 and subsequent amendments thereto]
                                                                         TO ACQUIRE
      upto 32,12,268 fully paid up equity shares of face value Rs 10/- each representing 13.71% of the voting share capital
                                                               OF
                                                  CARRIER AIRCON LIMITED
                                                          having its registered office at
                                       Narsingpur, Kherki Daula Post, District Gurgaon – 122 001, Haryana
                                               Tel No: 0124 - 6372231, Fax No: 0124 - 6372230
                                                                                    BY

                                    Carrier International Mauritius Limited
                                                            having its registered office at
                                          Suite 802, St James Court, St Denis Street, Port Louis, Mauritius
                                                  Tel No: (230) 2127600, Fax No: (230) 2109168
                                 ALONGWITH THE FOLLOWING AS PERSONS ACTING IN CONCERT
                                                                 Carrier Corporation
              One Carrier Place, Farmington, CT 06034-4015, USA, Tel No: 1(860) 674 3000, Fax No:1 (860) 674 3265
                                                             and
                                                     Carrier Singapore (Pte) Limited
                      28 Teban Gardens Crescent, Singapore 608926, Tel No: (65) 5675522 , Fax No: (65)5676818
 ATTENTION :                                                                                cannot withdraw the same .
 1. The Offer is subject to receipt by Carrier Mauritius of Approval of the              4. If there is competitive bid :
    Reserve Bank of India (“RBI”) under Foreign Exchange Management Act,                    - The public offers under all the subsisting bids shall close on the
    1999 (“FEMA”) required to acquire the Shares tendered pursuant to this                  same date.
    Offer.                                                                                  - As the offer price can not be revised during 7 working days prior to
 2. If there is any upward revision in the Offer price by Acquirer till the last            the closing date of the offers / bids, it would, therefore, be in the
    date of revision viz. July 7, 2002 or withdrawal of the Offer, the same                 interest of shareholders to wait till the commencement of that period
    would be informed by way of Public Announcement in the same                             to know the final offer price of each bid and tender their acceptance
    newspapers where the original Public Announcement had appeared. The                     accordingly.
    Acquirer would pay such revised price for all the Shares tendered anytime            5. The Public Announcement is available on SEBI’s website
    during the Offer and have been accepted under the Offer.                                www.sebi.gov.in and this Letter of Offer and Form of Acceptance
 3. Shareholders who have accepted the Offer by tendering the requisite                     cum Acknowledgement would also be available on SEBI’s website
    documents, in terms of the Public Announcement / Letter of Offer,                       www.sebi.gov.in from the Offer opening date viz. June 17, 2002.

                  THE PROCEDURE FOR ACCEPTANCE OF THIS OFFER IS SET OUT IN PARAGRAPH 9
             FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT IS ENCLOSED WITH THIS LETTER OF OFFER
               MANAGER TO THE OFFER                                                              REGISTRAR TO THE OFFER



               DSP Merrill Lynch Limited                                                         MCS Limited
               609, Antriksh Bhavan, 22, K. G. Marg,                                             Sri Venkatesh Bhawan, 212-A, Shahpurjat,
               New Delhi 110 001                                                                 Behind Panchsheel Club, New Delhi 110 049
               Tel: (011) 373 0701 Fax: (011) 331 9920                                           Tel : (011) 649 4830 Fax : (011) 649 4152
               Contact Person:- Mr. Amit Jain                                                    Contact Person: Mr. D. C. Verma

        OFFER OPENS ON : JUNE 17, 2002                                                      OFFER CLOSES ON : JULY 16, 2002
 Schedule of the Major Activities of the Offer:
 Activity                                                                                                                        Latest Date
  Public Announcement Date                                                                                                       May 10, 2002; Tuesday
  Last date of competitive bid                                                                                                   May 31, 2002; Friday
  Specified Date                                                                                                                 May 31, 2002; Friday
  Letter of Offer be posted to shareholders                                                                                      June 12, 2002; Wednesday
  Date of opening of the Offer                                                                                                   June 17, 2002; Monday
  Last date of revising the Offer                                                                                                July 7, 2002; Sunday
  Date of closing of the Offer                                                                                                   July 16, 2002; Tuesday
  Date of communicating rejection/acceptance and payment of consideration for accepted shares                                    August 14, 2002; Wednesday
                                                                TABLE OF CONTENTS

                                                                                                                                                         PAGE

 1. DEFINITIONS ........................................................................................................................................... 3

 2. DISCLAIMER CLAUSE ............................................................................................................................ 4

 3. DETAILS OF THE OFFER ....................................................................................................................... 4

     3.1     Background of the Offer ................................................................................................................... 4

     3.2     Details of the Offer ........................................................................................................................... 4

 4. BACKGROUND OF THE ACQUIRER AND PERSONS ACTING IN CONCERT ..................................... 5

     4.1     Information on Carrier Mauritius ...................................................................................................... 5

     4.2     Information on Carrier Singapore .................................................................................................... 6

     4.3     Information on Carrier Corp. ............................................................................................................ 8

     4.4     Delisting Option to Carrier Mauritius ................................................................................................ 9

 5. BACKGROUND OF CARRIER AIRCON ................................................................................................ 10

 6. OBJECT OF THE OFFER AND FUTURE PLAN ................................................................................... 13

 7. OFFER PRICE AND FINANCIAL ARRANGEMENTS ........................................................................... 14

     7.1     Justification of Offer Price .............................................................................................................. 14

     7.2     Financial Arrangements ................................................................................................................. 14

 8. TERMS AND CONDITIONS OF OFFER ................................................................................................ 15

     8.1     Statutory Approvals & Conditions of the Offer ............................................................................... 15

     8.2     Others ............................................................................................................................................ 15

 9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER .................................................. 16

10. DOCUMENTS FOR INSPECTION ......................................................................................................... 18

11. DECLARATION BY ACQUIRER AND PERSONS ACTING IN CONCERT ............................................ 18




                                                                                2
1. DEFINITIONS
Acquirer/ Carrier Mauritius           Carrier International Mauritius Limited
ASE                                   The Stock Exchange, Ahmedabad

BSE                                   The Stock Exchange, Mumbai
Carrier Corp.                         Carrier Corporation
Carrier Singapore                     Carrier Singapore (Pte) Limited

CSE                                   The Calcutta Stock Exchange Association Limited
DP                                    Depository Participant
DSE                                   Delhi Stock Exchange Association Limited

Eligible Persons for the Offer        All owners (registered or unregistered) of shares of Carrier Aircon
                                      except Acquirer and Persons Acting in Concert
FEMA                                  Foreign Exchange Management Act, 1999
Form of Acceptance                    Form of Acceptance cum Acknowledgement

Letter of Offer                       Offer Document
Manager/ Manager to the Offer/ DSPML DSP Merrill Lynch Limited
mm                                    Million

MSE                                   Madras Stock Exchange Limited
NSE                                   National Stock Exchange of India Limited
Offer                                 Offer for acquisition of 32,12,268 fully paid up equity shares of face
                                      value of Rs.10/- each of Carrier Aircon representing 13.71% of the
                                      voting share capital of Carrier Aircon at a price of Rs.100/- per fully
                                      paid up equity share
Offer Price                           Rs.100/- (Rupees Hundred only) per fully paid up equity share of
                                      Rs.10/- each
Persons Acting in Concert/ PAC        Carrier Corp. and Carrier Singapore
Public Announcement (PA)              Announcement of the Offer by Carrier Mauritius on May 10, 2002
RBI                                   Reserve Bank of India
Registrar/ Registrar to the Offer     MCS Limited
SEBI                                  Securities and Exchange Board of India
SEBI (SAST) Regulations               Securities and Exchange Board of India (Substantial Acquisition of
                                      Shares and Takeovers) Regulations, 1997 and subsequent amendments
                                      thereto
Share(s)                              Fully paid up equity shares of face value of Rs.10/ each of Carrier Aircon
Specified Date                        May 31, 2002
Target Company/ Carrier Aircon        Carrier Aircon Limited




                                                    3
2. DISCLAIMER CLAUSE
It is to be distinctly understood that filing of draft Letter of Offer with SEBI should not in any way be deemed or
construed that the same has been cleared, vetted or approved by SEBI. The Letter of Offer has been submitted to
SEBI for a limited purpose of overseeing whether the disclosures contained therein are generally adequate and are
in conformity with the SEBI (SAST) Regulations. This requirement is to facilitate the shareholders of Target Company
to take an informed decision with regard to the Offer. SEBI does not take any responsibility either for financial
soundness of Acquirer, or of Persons Acting in Concert, or of Target Company, whose shares are proposed to be
acquired or for the correctness of the statements made or opinions expressed in the Letter of Offer. It should also be
clearly understood that while Acquirer is primarily responsible for the correctness, adequacy and disclosure of all
relevant information in this Letter of Offer, the Merchant Banker is expected to exercise due diligence to ensure that
Acquirer duly discharges its responsibility adequately. In this behalf, and towards this purpose, the Merchant Banker
- DSP Merrill Lynch Ltd. has submitted a due diligence certificate dated May 17, 2002 to SEBI in accordance with the
SEBI (SAST) Regulations. The filing of the Letter of Offer does not, however, absolve Acquirer from the requirement
of obtaining such statutory clearances as may be required for the purpose of the Offer.
3. DETAILS OF THE OFFER
3.1 Background of the Offer
1. Carrier Mauritius, a company registered under the laws of Mauritius, is making a voluntary offer to the public
    shareholders of Carrier Aircon to acquire upto 32,12,268 fully paid-up equity shares of Rs 10/- each representing
    13.71% of the voting share capital and being the balance outstanding voting share capital of Carrier Aircon at a
    price of Rs 100/- (Rs One hundred only) per Share payable in cash.
2. Carrier Mauritius holds 82,65,315 equity shares representing 35.29% of the paid up equity share capital of
    Carrier Aircon.
3. The Offer to the shareholders of Carrier Aircon is to consolidate holdings and is made in accordance with
    Regulation 11(2) of SEBI (SAST) Regulations.
4. Carrier Corp. and Carrier Singapore are Persons Acting in Concert.
5. Carrier Corp. presently holds 1,19,46,056 equity Shares representing 51% of the paid up equity share capital of
    Carrier Aircon as on the date of Public Announcement. Carrier Corp. is the promoter of Carrier Aircon and is in
    management control of Carrier Aircon.
6. Carrier Singapore does not hold any equity shares in Carrier Aircon, as on the date of Public Announcement.
7. Carrier Mauritius had acquired 82,65,315 Shares at a price of Rs 100/- per equity share of face value of Rs 10/
    - each of Carrier Aircon representing 35.29% of the paid-up equity share capital of Carrier Aircon, pursuant to the
    open offer made by it, vide public announcement dated May 16, 2001 under SEBI (SAST) Regulations. Carrier
    Mauritius has not acquired any shares of Carrier Aircon during the period of 6 months prior to the date of this
    Public Announcement. Carrier Singapore and Carrier Corp. have not acquired any Shares of Carrier Aircon
    during the period of 12 months prior to the date of this Public Announcement.
8. None of the Directors of Acquirer or of Persons Acting in Concert have acquired shares of Carrier Aircon in the
    last twelve months prior to the date of the Public Announcement i.e. May 10, 2002.
9. Neither the Acquirer, PACs nor the Target Company have been prohibited by SEBI from dealing in securities, in
    terms of direction issued u/s 11B of SEBI Act or under any of the regulations made under the SEBI Act.
3.2 Details of the Offer
1. The Public Announcement dated May 10, 2002 was made in the following newspapers, in accordance with
    Regulation 15 of the SEBI (SAST) Regulations:
       PUBLICATION                                   EDITION
       Financial Express                             All editions
       Jansatta                                      All editions
       Tarun Bharat                                  Mumbai edition
       Amar Ujala                                    All Haryana edition
    The above public announcement is also available on SEBI website www.sebi.gov.in
2. The Offer is pursuant to resolutions passed at the meeting of Board of Directors of Carrier Mauritius on May 11,
   2001 and May 6, 2002. The Public Announcement is in compliance with Regulation 14(1) of SEBI (SAST)
   Regulations.
3. The Offer to shareholders of Carrier Aircon is to acquire from them upto 32,12,268 equity shares of Carrier Aircon
   representing upto 13.71% of the voting share capital of Carrier Aircon, at a price of Rs. 100/- payable in cash
                                                          4
4. Carrier Mauritius will acquire all the Shares pursuant to the Offer.
5. The Shares will be acquired by Carrier Mauritius, free from all liens, charges and encumbrances and together
   with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter.
6. The Offer is not conditional on any minimum level of acceptance and is for the balance voting share capital of
   Carrier Aircon.

4. BACKGROUND OF THE ACQUIRER AND PERSONS ACTING IN CONCERT
4.1 Information on Carrier Mauritius
1. Carrier Mauritius, incorporated under the laws of Mauritius has its registered office at Suite 802, St James Court,
   St Denis Street, Port Louis, Mauritius. Carrier Mauritius is a wholly owned subsidiary of Carrier Singapore.
2. Carrier Mauritius was incorporated on November 10, 2000. Carrier Mauritius has been established to undertake
   offshore business activities. Carrier Singapore arranges for adequate funds to Carrier Mauritius as and when
   investment decisions are decided upon or formalized by it.
3. The accounts of Carrier Mauritius have not been audited since incorporation. Based on the last available
   unaudited accounts of Carrier Mauritius for the period November 10, 2000 - November 28, 2001, the key
   financials are given below:
    (US$1 = Rs 48.98, Source: - Business Standard, dated May 4 / May 5, 2002)
    Company Profit & Loss Statement
       For the period Nov. 10, 2000 to Nov. 28, 2001 (Unaudited)                            US$         Rs mm
       Total Income                                                                      378,040         18.52
       Administration Expenses                                                             6,653          0.33
       Finance Costs                                                                     201,595          9.87
       Net Profit                                                                        169,792          8.32
       Company Balance Sheet
       As on November 28, 2001                                                             US$          Rs mm
       Intangible Fixed Assets                                                          124,315           6.09
       Investment                                                                    17,660,929         865.03
       Current Assets                                                                   544,800          26.68
       Current Liabilities                                                           18,068,013         884.97
       Share Capital                                                                      5,000           0.24
       Retained Earnings                                                                257,030          12.59

4. Shareholding pattern of Carrier Mauritius as on May 7, 2002 is as under:
         Category                                                            Number of shares                %
         Promoter (Carrier Singapore)                                                     500               100
         Total                                                                            500               100
5. The Board of Directors of Carrier Mauritius as on May 7, 2002 is as under:
         Name of the Director                   Designation                  Mailing/ Residential Address
         Charles D. Gill, Jr.                   Director                     13 Thompson Street,
                                                                             Tamarama, New South Wales 2026,
                                                                             Australia
         Michael Gebert                         Director                     3 Nassim Road,
                                                                             #01-03 Nassim Jade,
                                                                             Singapore 258 371
         Frederic Mellinand                     Director                     24A Taman Nakhoda
                                                                             Villa Del Rose,
                                                                             Singapore 257 552
         Ben Lim Voon Kee                       Director                     68 Volcy Pougnet Street,
                                                                             Port Loius, Mauritius
         Tommy Lo Seen Ching                    Director                     62 Reverend Leburn Street
                                                                             Beau Bassin, Mauritius

                                                           5
   Mr. Michael Gebert, who is a Director on the Board of Carrier Mauritius is also a Director on the Board of Carrier
   Aircon and in terms of Regulation 22(9) of the SEBI (SAST) Regulations has not participated in any matter (s)
   concerning or ‘relating’ to this open offer including any preparatory steps leading to the Offer. None of the
   Directors of Carrier Mauritius hold any shares in Carrier Aircon as on the date of the Letter of Offer.
6. Carrier Mauritius is in compliance with the applicable provisions of Chapter II of the SEBI (SAST) Regulations
   within the specified time.

4.2 Information on Carrier Singapore
1. Carrier Singapore was incorporated on August 29, 1964 under the laws of Singapore and has its registered
    office at 28 Teban Gardens Crescent, Singapore 608926. Carrier Corp. is the ultimate holding company of
    Carrier Singapore.
2. Carrier Singapore is engaged in the business of the sale, distribution and installation of air conditioning and
    ventilating equipment and provides aftermarket service and components thereof.
3. The Board of Directors of Carrier Singapore as on May 7, 2002 is as under:
      Name of the Director                       Designation                 Mailing/ Residential Address
      James Ng Wing Yiu                          Director                    17C Nassim Road
                                                                             #02-06 Nassim Park
                                                                             Singapore 258394
      Chong Shiun Shing                          Director                    52, Lengkong Empat
                                                                             Singapore 417 641
      Anupam Bhattacharya                        Director                    15 Leonie Hill Road,
                                                                             #08-03 Horizon Tower East
                                                                             Singapore 239 194
      Charles D. Gill, Jr.                       Director                    13 Thompson Street,
                                                                             Tamarama, New South Wales 2026,
                                                                             Australia
    None of the Directors of Carrier Singapore are on the Board of Carrier Aircon. None of the Directors of Carrier
    Singapore hold any shares in Carrier Aircon as on the date of the Letter of Offer.
4. Shareholding pattern of Carrier Singapore as on May 7, 2002 is as under:-
      Category                                   Number of shares            %
      Promoter (Caricor Ltd)                     37,26,400                   100
      Total                                      37,26,400                   100
5. The key financials of Carrier Singapore:
   (Singapore $ (“S$”) 1 = Rs 27.15, Source:- Business Standard , dated May 4 / 5, 2002)
    Consolidated Profit & Loss Account
      For the year ended               S$ mm         Rs mm        S$ mm             Rs mm     S$ mm      Rs mm
      November 30 (Audited)                      1998                       1999                     2000
      Turnover                          490.5       13,317.1        440.9          11,970.4    422.7    11,476.3
      Profit before tax                  45.8        1,243.5         54.4           1,477.0     83.1     2,256.2
      Taxation                           11.4          309.5         15.8             429.0     20.9       567.4
      Profit after tax                   34.3          931.2         38.6           1,048.0     62.2     1,688.7
    Consolidated Balance Sheet
                                       S$ mm         Rs mm        S$ mm             Rs mm     S$ mm       Rs mm
      As on November 30                          1998                       1999                       2000
      Sources of funds
      Share Capital                        3.7          100.5         3.7            100.5       3.7           100.5
      Revenue Reserves and Foreign
      Exchange Translation Reserve        28.4          771.1        43.5           1181.0      88.7          2408.2
      Minority Interest                    4.3          116.7         5.1            138.5       5.7           154.8
      Non Current liabilities              0.0            0.3         0.0              0.1       0.0             0.1
      Total                               36.4          988.3        52.3           1419.9      98.1          2663.4
                                                            6
      Uses of funds
      Property, plant and equipment      11.4           309.5         11.2           304.1          13.3          361.1
      Trade Debts Due After 12 Months     0.0             0.0          1.8            48.9           0.0            0.0
      Net Current Assets                 24.9           676.0         39.3          1067.0          84.9         2305.0
      Total                              36.4           988.3         52.3          1419.9          98.1         2663.4
      Other Financial Data based on Consolidated statements
                                      S$          Rs                   S$              Rs            S$          Rs
      For the year ended November 30             1998                        1999                            2000
      Dividend per share*              8.1              220.9          6.1           164.4           4.4        118.8
      Earning per share – EPS          9.2              250.1         10.4           281.0          16.7        453.3
      Return on net worth – RONW (%) 107%               107%          82%             82%           67%           67%
      Book value per share             8.7              235.5         12.8           346.3          25.0        678.0
   * After deduction of tax at 25.5% for the year ended November 30, 2000 (26% for the years ended November
   30, 1998 and 1999)
The subsidiaries included for the purposes of consolidated accounts include the following:
                                                                                        Percentage of Equity Held
      Name of Company                   Principal Activities                                 1998      1999           2000
      Comfortair (Singapore)            Mechanical and electrical contracting in the
      Pte Ltd                           environmental control industry                   100%          100%        100%
      Carrier Refrigeration             Manufacturing, distribution and servicing of     100%          100%        100%
      Singapore Pte Ltd (formerly       transport refrigeration equipment and parts
      known as Carrier Transicold
      (S) Pte Ltd)
      Q Carrier (B) Sendirian Berhad    Trading and servicing of airconditioning             51%           51%        51%
                                        equipment
      Shanghai Carrier Transicold       Manufacturing, distribution and servicing            51%           60%        60%
      Equipment Co. Ltd                 of bus and truck airconditioning units
                                        and equipment
   Company Profit & Loss Statement
      For the year ended                   S$ mm          Rs mm        S$ mm        Rs mm           S$ mm    Rs mm
      November 30 (Audited)                             1998                     1999                   2000
      Turnover                               119.9        3,255.3        98.6       2,677.0          118.6   3,220.0
      Profit before tax                       32.1          871.5        28.2         765.6           22.8     619.0
      Taxation                                 8.2          222.6         8.5         230.8            6.6     179.2
      Profit after tax                        23.9          648.9        19.7         534.9           16.2     439.8
   Company Balance Sheet
                                           S$ mm          Rs mm        S$ mm        Rs mm           S$ mm    Rs mm
      As on November 30                                1998                      1999                    2000
      Sources of funds
      Share Capital                              3.7          100.5       3.7          100.5           3.7         100.5
      Revenue Reserve                           18.8          510.4      15.9          431.7          15.8         429.0
      Non Current liabilities                    0.0            0.3       0.0            0.1           0.0           0.1
      Total                                     22.5          610.9      19.6          532.1          19.5         529.4
      Uses of funds
      Property, plant and equipment            5.5          149.3          5.3         143.9           6.5         176.5
      Trade Debts Due After 12 Months          0.0            0.0          1.8          48.9           0.0           0.0
      Investments in subsidiaries             29.4          798.2         29.4         798.2          29.4         798.2
      Net Current Assets                     -12.3         -333.9        -16.8        -456.1         -16.3        -442.5
      Total                                   22.5          610.9         19.6         532.1          19.5         529.4
                                                          7
    Other Financial Data based on Company Statements
                                             S$             Rs           S$                Rs        S$             Rs
       For the year ended November 30       1998                               1999                        2000
       Dividend per share*              8.1      220.9                   6.1            164.4        4.4          118.8
       Earning per share – EPS          6.4      174.1                   5.3            143.5        4.3          118.0
       Return on net worth –
       RONW (%)                       106%       106%                 101%              101%       83%             83%
       Book value per share             6.1      165.1                  5.3             143.8       5.3           143.1
    * After deduction of tax at 25.5% for the year ended November 30, 2000 (26% for the years ended November
    30, 1998 and 1999)
    Key details from the Statement of Accounts for the period ending November 30 2001, based on management
    accounts of Carrier Singapore are given below:
    Profit & Loss Statement
                                                                          S$ mm                 Rs mm
       For the year ended November 30 (unaudited)2001
       Sales Internal                                                         1.2                 32.58
       Sales External                                                       102.8               2791.02
       NPBT                                                                  44.4               1205.46
       NPAT                                                                  33.2                901.38
    Balance Sheet Statement
                                                                          S$ mm                 Rs mm
       As on November 30                                                                 2001
       Current Assets                                                          52.5              1425.4
       Investment and Notes Recievable                                         29.1               790.1
       Net Fixed Assets                                                         6.9               187.3
       Total Assets                                                            88.4              2400.1
       Liabilities                                                             37.4              1015.4
       Paid-up Capital                                                          3.7               100.5
       Retained Earnings                                                       14.0               380.1
       Net Profit for the year                                                 33.2               901.4
       Total Shareholders Equity                                               50.9              1381.9
       Total Liabilities                                                       88.4              2400.1
6. The reporting requirements under Chapter II of the SEBI(SAST) Regulations are inapplicable to Carrier Singapore.
4.3 Information on Carrier Corp.
1. Carrier Corp. was incorporated on December 12, 1978 under the laws of Delaware, USA, and has its registered office at
    No. 100, West Tenth Street, Wilmington, County of New Castle, Delaware; and principal place of business at One Carrier
    Place, P.O. Box 4015, Farmington, Connecticut, 06034, USA. Carrier Corp. is a professionally managed company.
2. Carrier Corp. is a manufacturer of commercial and residential heating, ventilating and air conditioning (“HVAC”)
    systems and equipment. It is also a producer of commercial and transport refrigeration equipment and provides
    after market service and components for the HVAC and refrigeration industries.
3. The Board of Directors of Carrier Corp. as on May 7, 2002 is as under:
       Name of the Director                  Designation                              Mailing/ Residential Address
       Geraud M. H. Darnis                   Director                                 19 Cobtail Way, Simsbury,
                                                                                      CT 06070
       George A. L. David                    Director                                 62 Westwood Road, West Hartford,
                                                                                      CT 06117
       William H. Trachsel                   Director                                 85 Henley WayAvon,
                                                                                      CT 06001
       John R. Lord                          Consultant                               30 Smith Neck Road, Old Lyme,
                                             Carrier Corporation                      CT 06371
                                                            8
    None of the Directors of Carrier Corp. are on the Board of Carrier Aircon. None of the Directors of Carrier Corp.
    hold any shares in Carrier Aircon as on the date of the Letter of Offer.

4. Shareholding pattern of Carrier Corp. as on May 7, 2002 is as under:-
       Category                                                     Number of shares           %
       Promoter (United Technologies Corporation)                   100                           100
       Total                                                        100                        100
       Carrier Corp. is a closely held unlisted company.

5. Key financials of Carrier Corp.:
   These financials are based on the internal reporting system of Carrier Corp., as there is no legal requirement to
   prepare audited financials in the state of Delaware, USA. Carrier Corp. does not prepare a profit and loss
   statement or interim financial statements. (US$ 1 = Rs 48.98, Source:- Business Standard, May 4 / 5, 2002).
      As on December 31                                     1999                    2000                 2001*
      Sources of funds                           US$ mm     Rs mm US$ mm      Rs mm US$ mm Rs mm
      Total Shareowners’ Equity                     988.0  48,392.2   856.0  41,926.9 1,222.2 59,863.4
      Long Term Debt                              1,017.0  49,812.7 1,181.0  57,845.4     3.3     161.6
      Other Non Current liabilities                 504.0  24,685.9   660.0  32,326.8   666.2 32,630.5
      Total Current Liabilities                   1,142.0  55,935.2 1,397.0  68,425.1 1,852.8 90,750.1
      Total                                       3,651.0 178,826.0 4,094.0 200,524.1 3,744.5 183,405.6
      Uses of funds
      Fixed Assets                                  417.0     20,424.7       671.0     32,865.6       650.8 31,876.2
      Future Income Tax Benefits                    180.0      8,816.4       207.0     10,138.9       247.8 12,137.2
      Other Assets                                1,210.0     59,265.8       382.0     18,710.4     1,030.8 50,488.6
      Goodwill (net of accumulated
      amortization)                                  31.0   1,518.4           621.0  30,416.6         494.8 24,235.3
      Total Current Assets                        1,813.0  88,800.7         2,213.0 108,392.7       1,320.3 64,668.3
      Total                                       3,651.0 178,826.0         4,094.0 200,524.1       3,744.5 183,405.6
*   The December 31, 2001 balance sheet has been generated from Carrier Corp.’s internal reporting system and
    has not been adjusted for various intercompany balances and investment eliminations comparable to those
    reflected in the December 31, 1999 and 2000 balance sheets. These eliminations are normally prepared in June
    of each year.
6. Status of compliance of the applicable provisions of Chapter II of the SEBI (SAST) Regulations is as under:-
     Carrier Corp.
       Sr. No.       Regulation/ Sub-       Due date for           Actual date         Delay, if any     Remarks
                     regulation             compliance             of compliance       (in no of days)
                                                                                       Col.4-Col.3
       1             2                      3                      4                   5                 6
       (i)           6(1)                   20/04/97               Not Applicable
       (ii)          6(3)                   20/04/97               Not Complied
       (iii)         8(1) & 8(2)            21/04/98               Not Complied
       (iv)          8(1) & 8(2)            21/04/99               Not Complied
       (v)           8(1) & 8(2)            21/04/00               Not Complied
       (vi)          8(1) & 8(2)            21/04/01               Not Complied
       (vii)         8(1) & 8(2)            21/04/02               19/4/02             Nil
       (viii)        7(1) & 7(2)                                   Not Applicable
    SEBI has initiated action against Carrier Corp. for non-compliance with the disclosure requirements specified in
    Chapter II of SEBI (SAST) Regulations.
4.4 Delisting Option to Carrier Mauritius
1. If pursuant to this Offer and / or acquisition of Shares from the open market or through negotiation or otherwise,
    the public shareholding falls to 10% or below of voting capital of Carrier Aircon, then in terms of Regulation 21(3)
                                                           9
   of SEBI (SAST) Regulations, Carrier Mauritius will make a second Offer to buy out the remaining outstanding
   equity Shares held by the public shareholders within three months from closure of the Offer, at the same Offer
   Price and the second Offer would remain open for six months. The payment to such shareholders will be made
   immediately upon acceptance of their shares by the Acquirer.
2. Consequent to the public shareholding falling below 10%, Carrier Mauritius and the Persons Acting in Concert will
   request Carrier Aircon to approach the Stock Exchanges, where the Shares are listed, for delisting the Shares.

5. BACKGROUND OF CARRIER AIRCON
1. Carrier Aircon is a limited Company under the Companies Act, 1956 having its registered office at Narsingpur,
    Kherki Daula Post, District Gurgaon - 122 001, Haryana.
2. Carrier Aircon was incorporated on November 6, 1985 under the name of Bristol Compressors (India) Private
    Limited. Subsequently on December 24, 1986 its name was changed to Carrier Aircon Limited. The Company
    made an initial public offer on November 4, 1987.
3. Carrier Aircon is engaged in the business of manufacturing, distribution and servicing of air-conditioning equipment
    and undertaking installation and maintenance of air conditioning projects.
4. There are no partly paid up equity Shares or outstanding convertible instruments as on date of Public
    Announcement.
5. The equity Shares of Carrier Aircon are listed on ASE, BSE, CSE, DSE (regional stock exchange) and MSE and
    are permitted to trade on NSE.
6. Share Capital Structure of Carrier Aircon is as under:-
       Paid up Equity Shares of Carrier Aircon                  No. of Shares        % of Shares
       Fully paid up equity shares                              2,34,23,639          100.0%
       Partly paid up equity shares                             0                    0.0%
       Total voting rights                                      2,34,23,639          100.0%
7. Carrier Aircon is in compliance with the listing agreement and no punitive action has ever been initiated against
   the Company, viz. Carrier Aircon Limited by any of the Stock Exchanges.
8. Status of compliance of the applicable provisions of Chapter II of the SEBI (SAST) Regulations is as under:-

    Carrier Aircon
      Sr. No.      Regulation/ Sub-        Due date for         Actual date          Delay, if any      Remarks
                   regulation              compliance           of compliance        (in no of days)
                                                                                     Col.4-Col.3
       1             2                     3                    4                    5                  6
       (i)           6(2)                  21/05/97             Not Applicable
       (ii)          6(4)                  20/05/97             20/06/98             395 days
       (iii)         7(3)                                       Not Applicable
       (iv)          8(3)                  30/04/97             Not Complied
       (v)           8(3)                  02/10/97             Not Complied
       (vi)          8(3)                  30/04/98             Not Complied
       (vii)         8(3)                  30/09/98             Not Complied
       (viii)        8(3)                  30/04/99             Not Complied
       (ix)          8(3)                  29/07/99             Not Complied
       (x)           8(3)                  30/04/00             Not Complied
       (xi)          8(3)                  23/06/00             Not Complied
       (xii)         8(3)                  07/10/00             06/10/00
       (xiii)        8(3)                  30/04/01             27/04/01
       (xiv)         8(3)                  26/10/01             11/10/01
       (xv)          8(3)                  30/04/02             25/04/02

    SEBI has initiated action against Carrier Aircon for non-compliance with the disclosure requirements specified in
    Chapter II of SEBI (SAST) Regulations.




                                                          10
9. There has been no merger/ de-merger, spin off in the last three years involving Carrier Aircon.
10. The Board of Directors of Carrier Aircon as on May 13, 2002 is as under:
       Name                             Designation                         Residential/ Mailing Address
       Mr. R. C. Sarin                  Chairman                            Flat # 3, Shanti Kutir
                                                                            215, Marine Drive,
                                                                            Mumbai – 400 021
       Mr. G. Raghavan                  President & Executive Director      LTH-2, PH-1
                                                                            Laburnum
                                                                            Gurgaon
       Mr. W.R. Brown                   Director                            Carrier International Corporation
                                                                            Anson House # 10-00
                                                                            72, Anson Road
                                                                            Singapore 079911
       Mr. R. E. Galli                  Director                            United Technologies Corporation
                                                                            Carrier Corporation
                                                                            One Carrier Place
                                                                            Farmington CT 06034-4015
                                                                            USA
       Mr. M.W. Gebert                  Director                            3 Nassim Road
                                                                            # 01-03, Nassim Jade
                                                                            Singapore 258371
       Mr. V. P. Gokhale                Director                            12, Usha Kiran
                                                                            ML Dahanukar Marg
                                                                            Mumbai – 400 026
       Mr. P.C.D. Nambiar               Director                            461, Kilpauk Garden
                                                                            Chennai – 600 010
       Mr. J.B. Dadachanji              Director                            W-44, Greater Kailash,
                                                                            New Delhi
       Mr. P.S. Dasgupta                Director                            J-1810, Chittaranjan Park
                                                                            New Delhi
11. Details of Directors representing Carrier Corp., Carrier Singapore and Carrier Mauritius and their dates of
    appointment and shares held by them in Carrier Aircon
       Name, Address of Nominee of                  Designation               Date of                No. of Shares
       Directors of Carrier Corp. /                                           Appointment            Held
       Carrier Singapore / Carrier Mauritius
       Mr. R. C. Sarin                              Chairman                  12.08.1986             Nil
       Flat # 3, Shanti Kutir, 215, Marine Drive,
       Mumbai – 400 021
       Mr. R. E. Galli                              Director                  16.03.1994             Nil
       Carrier Corporation
       One Carrier Place
       Farmington CT 06034-4015
       Mr. Michael William Gebert                   Director                  26.02.2001             Nil
       3 Nassim Road, # 01-03, Nassim Jade
       Singapore 258371
       Mr. G. Raghavan                              President & Executive     11.08.2001             Nil
       LTH-2, PH-1, Laburnum                        Director
       Gurgaon
       Mr. W R Brown                                Director                  27.09.2001             Nil
       Carrier International Corporation
       Anson House # 10-00, 72, Anson Road
       Singapore 079911
                                                        11
4. Key financials of Carrier Aircon:
   Profit & loss Statement (Audited)                                                (Amounts in Rs. mm)
   For the year ended March 31 (Audited)                         1999              2000           2001
   Income from Operations                                     4,043.9            3,851.6        4,552.6
   Other Income                                                  50.4              62.7            65.1
   Total Income                                               4,094.4            3,914.3        4,617.7
   Total Expenditure                                          3,672.3            3,678.4        4,420.8
   Profit before Interest, Depreciation and Tax                 422.1             236.0          197.0
   Interest / Finance charges                                    31.3              23.7            51.6
   Depreciation                                                  46.3              55.1            70.9
   Profit before Tax and Exceptional Items                      344.4             157.1            74.5
   Exceptional Items                                               0.0             25.2             0.0
   Profit before tax                                            344.4             131.9            74.5
   Tax provision                                                 54.0              40.3            11.8
   Profit after tax                                             290.4              91.6            62.7

   Balance Sheet (Audited)                                                          (Amounts in Rs mm)
   As on March 31                                                1999              2000           2001
   Sources of funds
   Paid up share capital                                        234.2             234.2          234.2
   Reserves & Surplus (excluding revaluation reserves)          784.7             816.3          822.2
   Net Worth                                                  1,019.0            1050.5         1056.4
   Secured loans                                                   0.0            210.4          260.0
   Unsecured loans                                                 0.0               0.0            0.0
   Total                                                      1,019.0            1260.9         1316.4
   Uses of funds
   Net Fixed Assets                                             387.0             507.6          622.9
   Investments                                                     0.1               0.1            0.1
   Net Current Assets                                           631.9             753.2          693.4
   Total                                                      1,019.0            1260.9         1316.4

   Other Financial Data
   For the year ended March 31                                   1999              2000           2001
   Dividend per share (Rs.)                                        2.2               2.2            2.2
   Earning per share – EPS (Rs.)                                 12.4                3.9            2.7
   Return on net worth – RONW (%)                               28.5%              8.7%           5.9%
   Book value per share (Rs.)                                    43.5             44.85            45.1

Note:
• EPS = Profit After Tax / Total no. of shares outstanding
• Return on Net Worth = Profit after tax / Net Worth
• Book Value per share = Net Worth / Total no. of shares outstanding
• Net Worth = Share Capital (paid up) + Reserves & Surplus – Misc. Expenditure
• Net Worth figures are year end figures



                                                  12
    Audited Results for 6 months ended September 30, 2001
                                                                            (Amounts in Rs mm)
        Net Sales/ Income from Operations                                      2,181.9
        Other Income                                                              40.2
        Total of Net Sales and Other Income                                    2,222.1
        Profit Before Tax                                                        -96.7
        Profit After Tax                                                        -103.0

    Unaudited Results for 9 months ended December 31, 2001
                                                                            (Amounts in Rs. mm)
        Net Sales/ Income from Operations                                      2,983.6
        Other Income                                                              67.7
        Total of Net Sales and Other Income                                    3,051.3
        Profit Before Tax                                                       -123.8
        Profit After Tax                                                        -119.2
    Source: Carrier Aircon

13. Shareholding pattern of Carrier Aircon as on date of Public Announcement and expected Post Offer
    shareholding pattern assuming full acceptance is detailed below:
     Shareholders’             Shareholding &   Shares/ Voting        Shares/          Shares/             Shareholding/
     category                  Voting rights    rights agreed         Voting rights    Voting rights       Voting rights
                               prior to the     to be acquired        acquired after   to be acquired      after the
                               agreement/       which triggered       the date of      in the open         acquisition
                               acquisition      off the SEBI (SAST)   public           Offer (Assuming     and Offer
                               and Offer        Regulations 1997      announcement     full acceptances)
                               (A)              (B)                   (C)              (D)                 (A+B+C+D)
     Promoter Group
     Carrier Corp.             1,19,46,056      Nil                   Nil              Nil                 1,19,46,056
                               (51.0%)          Nil                   Nil              Nil                 (51.0%)
     Carrier Singapore         Nil              Nil                   Nil              32,12,268           Nil
     Carrier Mauritius         82,65,315                                               (13.71%)            1,14,77,583
                               (35.29%)                                                                    (49.0%)
     FIs/MFs/FIIs/Banks        4,67,679         Nil                   Nil              Nil                 Nil
                               (2.0%)
     NRI’s/ Bodies Corp./      27,44,589
     Resident Individual       (11.7%)          Nil                   Nil              Nil                 Nil
     Sub total 2 & 3           32,12,268
                               (13.71%)         Nil                   Nil              Nil                 Nil
     Total                     2,34,23,639                                                                 2,34,23,639


6. OBJECT OF THE OFFER AND FUTURE PLAN
1. Last several years have witnessed entry of major international brands of air-conditioning systems in the Indian
   air conditioning market. This has also impacted Carrier Aircon’s financial performance. The Acquirer and Persons
   Acting in Concert believe that in order to maintain competitive edge in this dynamic market place and for Carrier
   Aircon to maintain its market position, it requires greater commitment from the parent in terms of financial
   resources, technology and new products. Carrier Corp. intends to achieve this by making the monetary and
   technical inputs available to Carrier Aircon. In order to justify a greater commitment of resources and in continuation
   of the open offer announced by Carrier Mauritius vide public announcement dated May 16, 2001, the Acquirer
   has decided to make this Offer.
2. Acquirer does not have any plans to dispose of or otherwise encumber any assets of Carrier Aircon in the next
   two years, except in the ordinary course of business of Carrier Aircon and except to the extent required for the
   purpose of restructuring and/or rationalization of assets, investments, liabilities or otherwise of Carrier Aircon.
   Carrier Aircon’s future policy of disposal of its existing business/assets, if any, will be decided by its Board of
   Directors in accordance with the applicable laws & regulations.

                                                           13
7. OFFER PRICE AND FINANCIAL ARRANGEMENTS
7.1 Justification of Offer Price
1. Equity shares of Carrier Aircon are listed on BSE, DSE, CSE, MSE and ASE and are permitted to trade on
    NSE.
2. The annualised trading turnover during the preceding six months ending April 30, 2002 in each of the Stock
   Exchanges is detailed below:
         Name of Stock          Total number of shares traded           Total number of          Annualised Trading
         Exchange               during the preceding six                listed shares            turnover (in terms of %
                                calendar months ending                                            total listed shares)
                                April 30, 2002
         NSE                    173,767                                 23,423,639               1.48%
         BSE                    66,850                                  23,423,639               0.57%
         DSE                    Nil                                     23,423,639               Nil
         CSE                    20,000                                  23,423,639               0.09%
         MSE                    Nil                                     23,423,639               Nil
         ASE                    Nil                                     23,423,639               Nil
    (Source: Official quotations from Stock Exchanges)
    As the annualised trading turnover (by number of shares on all the Stock Exchanges) is not more than 2% of
    the total number of listed shares of Carrier Aircon, the shares of Carrier Aircon are deemed to be infrequently
    traded in terms of the SEBI (SAST) Regulations.

3. The Offer Price of Rs.100/- (Rupees Hundred only) per fully paid up equity share is justified in terms of
   Regulation 20 (3) of SEBI (SAST) Regulations as it is the highest of the following:
    a.    Negotiated Price                                     Not Applicable
    b.    Price paid by Carrier Mauritius or PAC for           Not Applicable
          acquisition including Public or Rights issue in
          26 weeks prior to the date of Public
          Announcement
    c.    Price paid for preferential allotment any time       Not Applicable
          during 12 month period upto date of closure
          of the Offer
                                                               Based on audited      Based on audited    Based on unaudited
                                                               financials for        financials for      financials for
                                                               12 months ended       6 months ended      9 months ended
                                                               March                 September           December
                                                               31, 2001              30, 2001             31, 2001
    d.    Other parameters:-
          Return on Networth (%)                               5.93%                 N.A.                N,A.
          Book Value (Rs.)                                     45.10                 40.7                40.0
          Earning per Share (Rs.)                              2.68                  N.A.                N.A.
          Price to Earnings Ratio (based on the Offer price)   37.31                 N.A.                N.A.
          Industry PE Ratio                                    5.4
          (Source: Capital Market dated May 12, 2002,
          Industry Code:- Airconditioners)
4. In the opinion of the Manager to the Offer and Carrier Mauritius, the Offer Price is justified.
5. If Carrier Mauritius or Persons Acting in Concert acquire shares after the date of Public Announcement upto 7
   working days prior to the closure of the Offer at a price higher than the Offer Price, then the highest price paid for
   such acquisition shall be payable for all the valid acceptances received under the Offer.

7.2 Financial Arrangements
1. The total fund requirement for the acquisition of upto 32,12,268 equity Shares held by public shareholders in
    Carrier Aircon at Rs. 100 per Share is Rs. 32,12,26,800/- (Rupees Thirty Two crores twelve lakh twenty six
    thousand eight hundred only). Carrier Singapore, the 100% holding company of Carrier Mauritius, has passed a
    board resolution dated May 11, 2001 and subsequently issued a confirmatory letter dated May 7, 2002 to make
    available Rs. 32,12,26,800/- (Rupees Thirty Two crores twelve lakh twenty six thousand eight hundred only) to
    Carrier Mauritius to meet the obligations under the Regulation 29 of SEBI (SAST) Regulations. The Acquisition
                                                         14
    will be funded by inter corporate borrowings from the group companies. The central group treasury department,
    the authorised body in this regard has approved the said allocation to Carrier Mauritius. The Manager to the
    Offer is satisfied about the ability of Carrier Mauritius to implement the Offer in accordance with the SEBI (SAST)
    Regulations as firm arrangement for funds and money for payment through verifiable means are in place to fulfill
    the obligations under the SEBI (SAST) Regulations.
2. In accordance with Regulation 28 of the SEBI (SAST) Regulations, Carrier Mauritius has created an Escrow
   Account in the form of a Cash Deposit of US$ 1.7 mm (equivalent to Rs 83.27 million only; US$ 1 = Rs 48.98,
   Source: - Business Standard, dated May 4 / May 5, 2002) with The Hongkong and Shanghai Banking Corporation
   Limited, 21 Collyer Quay, #13-00 HSBC Building, Singapore 049320, being more than 25% of the total
   consideration and DSPML has been authorised to realise the value of the escrow account in terms of the SEBI
   (SAST) Regulations. Carrier Mauritius has received RBI permission for opening escrow account in India and is
   in the process of arranging deposit of Rs 8,03,06,700 (Rupees Eight crores three lakhs six thousand seven
   hundred only) with The Hongkong And Shanghai Banking Corporation Limited, M.G. Road, Mumbai-400 001,
   under a lien on the said cash deposit in favour of DSPML.

8. TERMS AND CONDITIONS OF OFFER
8.1 Statutory Approvals & Conditions of the Offer
1. The Offer is subject to receipt by Carrier Mauritius of Approval of the Reserve Bank of India (“RBI”) under
    Foreign Exchange Management Act, 1999 (“FEMA”) required to acquire the Shares tendered pursuant to this
    Offer. Besides this, as on date of this Public Announcement, no other statutory approvals are required to acquire
    the Shares tendered pursuant to this Offer. The Acquirer will not proceed with the Offer in the event the statutory
    approvals indicated above are refused in terms of Regulation 27 of SEBI (SAST) Regulations.
    The Acquirer will make the requisite application to RBI to obtain permission for the acquisition of Shares.
2. Shareholders who have accepted the Offer by tendering the requisite documents in terms of the Public
   Announcement / Letter of Offer, cannot withdraw the same.
3. In case of delay in receipt of statutory approvals, SEBI has a power to grant extension of time to Acquirer for
   payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed period as
   directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on
   account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST)
   Regulations will also become applicable.

8.2 Others
1. Accidental omission to dispatch this Offer Document to any person to whom this Offer is made or the non-receipt
    or delayed receipt of this Offer Document by any such person will not invalidate this Offer in any way.
2. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders
   of Carrier Aircon whose names appear on the Register of Members of Carrier Aircon and owners of the shares
   of Carrier Aircon, whose names appear as beneficiaries on the records of the respective Depositories, at the
   close of business hours on May 31, 2002 (the “Specified Date”), except to the Acquirer and the Persons Acting
   in Concert.
3. The Registrar to the Offer, M/s MCS Limited, have opened a special depository account with Stock Holding
   Corporation of India Limited in NSDL styled, “MCS Limited – Escrow Account Open Offer of Carrier Aircon
   Limited”. The details of the special depository account are as under:-
    DP Name                          Stock Holding Corporation of India Limited
    DP ID                           IN 301127
    Client ID                       16149092
    Shareholders having their beneficiary account in CDSL have to use inter-depositary delivery instruction slip for
    the purpose of crediting their Shares in favour of the special depositary account with NSDL.
4. All owners (registered or unregistered), of Shares of Carrier Aircon, excepting Acquirer and Persons Acting in
   Concert, anytime before the closure of the Offer, are eligible to participate in the Offer. Unregistered owners can
   send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of
   Shares held, No. of Shares offered, Distinctive Nos., Folio No., together with the original Share Certificate(s),
   valid transfer deeds and the original contract notes issued by the broker through whom they acquired their
   Shares. No indemnity is required from the unregistered owners.


                                                          15
9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT OF OFFER
1. Shareholders who wish to tender their Shares will be required to send the Form of Acceptance cum
   Acknowledgement, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer: - M/
   s MCS Limited, Sri Venkatesh Bhavan, 212-A, Shahpurjat, Behind Panchsheel Club, New Delhi 110 049, Telephone
   No.: (011) 649 4830, Fax no.: (011) 649 4152 either by hand delivery (Monday to Friday: 10.00 am to 1.00 pm;
   2.00 pm to 4.00 pm; Saturday: 10.00 am to 1.00 pm) or by Registered Post, on or before the close of the Offer,
   i.e. July 16, 2002, in accordance with the instructions to be specified in the Letter of Offer and in the Form of
   Acceptance cum Acknowledgement. Shareholders are advised to ensure that the Form of Acceptance cum
   Acknowledgement and other documents are complete in all respects, otherwise the same is liable to be
   rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are
   credited in favour of the special depository account, before the closure of the Offer. The Form of
   Acceptance cum Acknowledgement of such demat shares not credited in favour of the special depository
   account, before the closure of the Offer will be rejected.

    i.   For Equity shares held in physical form:-
         Registered Shareholders should enclose:
    •    Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
         contained therein, by all shareholders whose names appear on the share certificates.
    •    Original Share Certificate(s).
    •    Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings)
         in the same order and as per specimen signatures registered with Carrier Aircon and duly witnessed at the
         appropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer.

    In case of Shareholders who have sent their share certificates for dematerialisation, should enclose
    • Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
        contained therein, by all shareholders whose names appear on the share certificates.
    • Copy of the Dematerialisation request form duly acknowledged by the DP.
        The Shareholder should ensure credit of the shares to the Special Escrow account by the closure of the
        Offer, otherwise the same would be rejected. Alternatively, if the shares send for dematerialisation are yet to
        be processed by the DP, the shareholder can withdraw his/her Dematerialisation request and tender the
        Share certificates in the Offer.
    Unregistered owners should enclose
    • Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
       contained therein.
       - Original Share Certificate(s).
       - Original broker contract note.
    • Valid Share Transfer form(s) as received from market. The details of buyer should be left blank failing which
       the same will be invalid under the Offer. The details of the Acquirer as buyer will be filled by the Acquirer
       upon verification of Form of Acceptance and the same being found valid. All other requirements for valid
       transfer will be preconditions for valid acceptance.
         In case the Unregistered owners who have sent the Shares for transfer they should enclose the
         following:-
    •    Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions
         contained therein.
         - Copy of the Original Share Certificate(s) sent for transfer.
         - Copy of the Original broker contract note.
         Proof of lodgement of shares for transfer and acknowledgement thereof by the Company or their R&T
         Agent.
    ii. For Equity shares held in demat form:-
        Beneficial owners should enclose
    • Form of Acceptance cum Acknowledgement duly completed and signed in accordance with the
        instructions contained therein, as per the records of the Depository Participant (DP).
    • Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off-
        market” mode, duly acknowledged by the DP.
    • For each Delivery Instruction, the beneficial owner should submit separate Form of Acceptance.

                                                            16
2. The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to the Registrar
   to the Offer and not to the Manager to the Offer or Carrier Mauritius or Carrier Aircon.
3. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to the
   Offer, on a plain paper stating the Name, Address, No. of Shares held, Distinctive Nos., Folio No., No. of Shares
   offered along with documents as mentioned above so as to reach the Registrar to the Offer on or before the
   close of the Offer, i.e. July 16, 2002 or in case of beneficial owners, they may send the application in writing to
   the Registrar to the Offer, on a plain paper stating the name, address, No. of Shares held, No. of Shares offered,
   DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in “Off-market” mode
   or counterfoil of the delivery instruction in “Off-market” mode, duly acknowledged by the DP, in favour of the
   special depository account, so as to reach the Registrar to the Offer, on or before the close of the Offer i.e. July
   16, 2002.
4. Non-Resident shareholders should also enclose copy of the permission received by them from RBI to
   acquire shares held by them in Carrier Aircon.
5. In addition to the above mentioned address, the equity shareholders of the Target Company, who wish to avail of
   and accept the Offer can also deliver the Acceptance Form alongwith all the relevant documents at any of the
   collection centres below. All the centres mentioned herein below would be open as follows:
    Monday to Friday: 10.00 am to 1.00 pm; 2.00 pm to 4.00 pm
    Saturday: 10.00 am to 1.00 pm

      Address                        Contact Person        Mode of Delivery       Phone No.          Fax
      MCS Limited                    Mr D C Verma          Hand Delivery /        (011) 649 4830     (011) 649 4152
      Sri Venkatesh Bhavan                                 Registered Post
      212-A, Shahpurjat,
      Behind Panchsheel Club,
      New Delhi 110 049
      MCS Limited                    Mr P Basu             Hand Delivery          (033) 454 1892     (033) 474 7674
      77/2A Hazra Road
      3rd and 5th Floor
      Calcutta 700 029
      MCS Limited                    Mr Rajendra G         Hand Delivery          (022) 269 1266     (022) 269 1567
      Office #5, Agra Building
      Ist Floor, 121 M G Road
      Fort, Mumbai 400 001
      MCS Limited                    Mr Hari Singh         Hand Delivery          (079) 658 2878     (079) 658 4027
      101, Shatdal Complex,
      Ist Floor, Ashram Road
      Navrangpura
      Ahmedabad 380 009
      MCS Limited                  Mr J P Mehta          Hand Delivery          (0265) 339 397       (0265) 341 639
      Neelam Apartments
      88, Sampatrao Colony
      Behind Federation Bldg
      Alkapuri, Baroda 390 005
      MCS Limited                  Mr Rajeev Joshi       Hand Delivery          (020) 401 7205       (020) 612 9597
      116 Akshay Complex,
      Off Dhole Patil Road,
      Near Ganesh Mandir,
      Pune 411 001
    Applicants who cannot hand deliver their documents at the Collection Centers referred above, may send the
    same by Registered Post, at their own risk and cost, to the Registrar to the Offer at their address given below:
    M/s MCS Limited, Sri Venkatesh Bhavan, 212-A, Shahpurjat, Behind Panchsheel Club, New Delhi 110 049,
    Telephone No.: (011) 649 4830, Fax no.: (011) 649 4152


                                                          17
6. In case of delay in receipt of statutory approvals beyond August 14, 2002, interest will be payable for the delayed
   period in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of
   willful default by Carrier Mauritius in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST)
   Regulations will also become applicable.
7. Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered
   post, to those shareholders/unregistered owners and at their own risk, whose shares/ share certificates and
   other documents are found in order and accepted by Carrier Mauritius. In case of joint registered holders,
   cheques/demand drafts will be drawn in the name of the sole/first named holder/unregistered owner and will be
   sent to him. It is desirable that shareholders provide bank details in the Form of Acceptance cum
   Acknowledgment, so that same can be incorporated in the cheque/demand draft.
8. Unaccepted Share Certificate(s), transfer form(s) and other documents, if any, will be returned by Registered
   Post at the shareholders’/unregistered owners’ sole risk to the sole/first named shareholder/unregistered owner.
   Unaccepted shares held in demat form will be credited back to the beneficial owners’ depository account with
   the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance
   cum Acknowledgement.
9. The Registrar to the Offer will hold in trust the Share(s)/Share certificate(s), Shares lying in credit of the special
   depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the
   shareholders/unregistered owner(s) of Carrier Aircon who have accepted the Offer, till the cheques/ drafts for
   the consideration and/or the unaccepted shares/ share certificates are despatched / returned.

10. DOCUMENTS FOR INSPECTION
The following material documents are available for inspection at the office of the Manager to the Offer i.e. 609,
Antriksh Bhawan, 22, K. G. Marg, New Delhi 110 001 from 10.30 a.m. to 1.00 p.m. on any day, except Saturdays,
Sundays and Holidays, until the Offer closes:
1. Memorandum of Association and Articles of Association of Carrier Mauritius, Carrier Singapore and Carrier
    Corp.
2. Annual Reports of Carrier Singapore for the years 1998, 1999, 2000 and unaudited accounts for 2001
3. Certificate from Carrier Mauritius ensuring adequate arrangement of funds to meet the obligations under the
    Offer
4. Certified True Copy of the Resolution dated May 11, 2001 passed at the meeting of the Board of Directors of
    Carrier Singapore (Pte) Ltd resolving that Carrier Singapore shall ensure arrangement of sufficient funds with
    Carrier Mauritius to meet the obligations of Carrier Mauritius; and a certificate dated May 7, 2002 confirming the
    same
5. Memorandum and Articles of Association of Carrier Aircon Limited
6. Annual Reports of Carrier Aircon for the years 1999, 2000, 2001 and unaudited financial results for the 9-month
    period ended December 31, 2001
7. Lien letter in favour of Manager to the Offer, for the escrow account
8. Published copy of Public Announcement dated May 10, 2002;
9. SEBI Observation letters.

11. DECLARATION BY ACQUIRER AND PERSONS ACTING IN CONCERT
The Acquirer and the Persons Acting in Concert accept full responsibility for the information contained in this Letter
of Offer, and are jointly and severally responsible for the obligations of the Acquirer and/ or Persons acting in concert
as laid down in the SEBI (SAST) Regulations

For and on behalf of the Board of Directors of
Carrier International Mauritius Ltd                   Carrier Singapore (Pte) Ltd          Carrier Corporation

Authorised Signatory                                  Authorised Signatory                     Authorised Signatory

Place : Sydney
Date : June 8, 2002

Encl:
1. Form of Acceptance cum Acknowledgement
2. Transfer deed for shareholders holding shares in physical form

                                                           18
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION                                                                    OFFER
(Please send this Form with enclosures to the Registrars to the Offer at their address given overleaf)                OPENS ON      : JUNE 17, 2002

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT                                                                                CLOSES ON : JULY 16, 2002
From:




Tel No:                                    Fax No:                                       E-mail:



To,
The Acquirer - Carrier International Mauritius Ltd.
C/o MCS Ltd. Sri Venkatesh Bhawan,
212 A, Shahpurjat, Behind Panchsheel Club, New Delhi 110 049

Dear Sir,
 Sub: Open Offer for purchase of 32,12,268 fully paid-up equity shares representing 13.71% of the subscribed capital of Carrier Aircon
                Ltd. at an offer price of Rs. 100/- per fully paid-up equity share by Carrier International Mauritius Ltd.

I/We refer to the Letter of Offer dated June 8, 2002 for acquiring the equity shares held by me/us in Carrier Aircon Ltd.
I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.
I/We hold the following shares in physical form and accept the offer and enclose the original share certificate(s) and duly signed transfer deed(s) in
respect of my/our shares as detailed below:
Ledger Folio No. _____________________________No. of Share Certificate
 Sr. No             Certificate No.                                    Distinctive Nos.                                      No. of Shares
                                                            From                               To




                                                                                                          Total

(In case of insufficient space, please use an additional sheet and authenticate the same)
I/We confirm that the equity shares of Carrier Aircon Ltd. which are being tendered herewith by me/us under this Offer, are free from liens, charges
and encumbrances of any kind whatsoever.
I/We note and understand that the original share certificate(s) and valid share transfer deed(s) will be held in trust for me/us by the Registrar to the
Offer until the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer.
I/We also note and understand that the Acquirer will pay the consideration only after verification of the documents and signatures.
I/We hold the following shares in Demat Form and accept the Offer and enclose a photocopy of the Delivery Instruction(s) duly acknowledged by DP
in respect of my/our equity shares as detailed below
            DP Name                         DP ID                         Client ID                    Name of Beneficiary             No. of Shares


I/We have done an off-market transaction for crediting the shares to the "MCS Limited – Escrow Account Open Offer of Carrier Aircon Limited",
whose particulars are, DP Name – Stock Holding Corporation of India Limited; DP ID is IN 301127 and Beneficiary Client ID is 16149092.
I/We note and understand that the Shares would lie in the said A/c i.e. " MCS Limited – Escrow Account Open Offer Of Carrier Aircon Limited" until
the Acquirer makes payment of the purchase consideration as mentioned in the Letter of Offer.
I/We authorise the Acquirer to accept the shares so offered, which they may decide to accept in consultation with the Manager to the Offer and in
terms of the Letter of Offer and I/We further authorise the Acquirer to return to me/us, the equity share certificate(s) in respect of which the offer is
not found valid/not accepted, specifying the reasons thereof and in the case of dematerialised shares, to the extent not accepted will be released to
my Depository Account at my sole risk.
I/We authorise the Acquirer or the Manager to the Offer or the Registrar to the Offer to send by registered post the draft/cheque, in settlement of the
amount to the sole/first holder at the address mentioned above.
The Permanent Account No. (PAN/GIR No.) allotted under the Income Tax Act 1961 is as under
                             1st Shareholder                             2nd Shareholder                                 3rd Shareholder
PAN/GIR No.

Yours faithfully,
                                                             FULL NAME(S)                                                    SIGNATURE(S)
   1 st Shareholder
   2nd Shareholder
   3 rd Shareholder
Note: In case of joint holders all must sign. In case of body corporate, stamp of the company should be affixed and necessary Board resolution
should be attached.
So as to avoid fraudulent encashment in transit, the applicants are requested to provide details of bank account of the sole/first shareholder and the
consideration cheque or demand draft will be drawn accordingly.
  Name of the Bank                                                   Account No.                     Savings/Current/NRE/NRO/Others (please tick)
  Address of the Branch                                                                                                       Pin

Place :                        Date :
                                                                              (Tear Here)
Acknowledgement Receipt                        Carrier International Mauritius Ltd.
           C/o MCS Ltd., Sri Venkatesh Bhawan, 212 A, Shahpurjat, Behind Panchsheel Club, New Delhi 110 049                 Stamp of collection centre
Received from Mr./Ms./M/s. ...................................................... Form of Acceptance cum Acknowledgement
#........... Number of Share Certificates for...........................shares/# Copy of the Delivery Instruction to (DP)
for.....................shares
#Delete whichever is not applicable
                                                                 INSTRUCTIONS
1. In the case of demateralized shares, the shareholders are                   III Unregistered owners should enclose
   advised to ensure that their shares are credited in favour                      • Form of Acceptance cum Acknowledgement duly
   of the special depository account, before the closure of                            completed and signed in accordance with the
   the Offer. The Form of Acceptance cum Acknowledgement                               instructions contained therein.
   of such demat shares not credited in favour of the special                          - Original Share Certificate(s).
   depository account, before the closure of the Offer will                            - Original broker contract note.
   be rejected.                                                                    • Valid Share Transfer form(s) as received from market.
2. Shareholders should enclose the following:                                          The details of buyer should be left blank failing which
   I For Equity shares held in demat form: Beneficial owners                           the same will be invalid under the Offer. The details of
       should enclose                                                                  the Acquirer as buyer will be filled by the Acquirer upon
       • Form of Acceptance cum Acknowledgement duly                                   verification of Form of Acceptance and the same being
          completed and signed in accordance with the                                  found valid. All other requirements for valid transfer will
          instructions contained therein, as per the records of                        be preconditions for valid acceptance.
          the Depository Participant (DP).                                3.   The share certificate(s), share transfer, form(s) and the Form
       • Photocopy of the delivery instruction in “Off-market”                 of Acceptance should be sent only to the Registrar to the Offer
          mode or counterfoil of the delivery instruction in “Off-             and not to the Manager to the Offer or the Acquirer or the
          market” mode, duly acknowledged by the DP.                           Persons Acting in Concert or the Target Company.
       • For each Delivery Instruction, the beneficial owner              4.   Shareholders having their beneficiary account in CDSL have
          should submit separate Form of Acceptance.                           to use "INTER DEPOSITORY DELIVERY INSTRUCTION
   II For Equity shares held in physical form: Registered                      SLIP" for the purpose of crediting their shares in the favour of
       Shareholders should enclose:                                            the special depository account with NSDL.
       • Form of Acceptance cum Acknowledgement duly                      5.   Non resident shareholders should enclose a copy of the
          completed and signed in accordance with the                          permission received from RBI for the equity shares held by them
          instructions contained therein, by all shareholders                  in Carrier Aircon Limited. If the shares are held under General
          whose names appear on the share certificates.                        Permission of RBI, the non resident shareholder should state
       • Original Share Certificate(s).                                        that the shares are held under General Persmission and whether
                                                                               on repatriable or non-repatriable basis.
       • Valid Share Transfer form(s) duly signed as transferors          6.   Non resident shareholders should enclose No objection
          by all registered shareholders (in case of joint holdings)           certificate/Tax Clearance certificate from the Income Tax
          in the same order and as per specimen signatures                     Authorities under Income Tax Act, 1961, indicating the tax to
          registered with Carrier Aircon and duly witnessed at                 be deducted by the Acquirer before remittance of consideration
          the appropriate place. A blank Share Transfer form is                otherwise tax will be deducted at the marginal rate as may be
          enclosed along with this Letter of Offer.                            applicable to the category of the shareholders on the
                                                                               consideration payable by the Acquirer.

                  Monday to Friday : 10.00 am to 1.00 pm; 2.00 to 4.00 pm; Saturday : 10.00 am to 1.00 pm
List of Collection Centres

  Address                                        Contact Person         Mode of Delivery              Phone Nos.               Fax Nos.
 MCS Limited                                     Mr. D C Verma          Hand Delivery/                (011) 649 4830           (011) 649 4152
 Sri Venkatesh Bhavan                                                   Registered Post
 212-A, Shahpurjat, Behind
 Panchsheel Club,
 New Delhi 110 049
 MCS Limited                                     Mr P Basu              Hand Delivery                 (033) 454 1892           (033) 474 7674
 77/2A Hazra Road
 3rd and 5th Floor
 Calcutta 700 029
 MCS Limited                                     Mr Rajendra G          Hand Delivery                 (022) 269 1266           (022) 269 1567
 Office #5, Agra Building
 1st Floor, 121 M G Road
 Fort, Mumbai 400 001
 MCS Limited                                     Mr Hari Singh          Hand Delivery                 (079) 658 2878           (079) 658 4027
 101, Shatdal Complex, Ist Floor,
 Ashram Road, Navrangpura
 Ahmedabad 380 009
 MCS Limited                                     Mr J P Mehta           Hand Delivery                 (0265) 339 397           (0265) 341 639
 Neelam Apartments
 88, Sampatrao Colony
 Behind Federation Bldg
 Alkapuri, Baroda 390 005
 MCS Limited                                     Mr Rajeev Joshi        Hand Delivery                 (020) 401 7205           (020) 612 9597
 116 Akshay Complex,
 Off Dhole Patil Road,
 Near Ganesh Mandir,
 Pune 411 001




                            Note : All future correspondence, if any, should be addressed to Registrar to the Offer
                                                                   MCS Limited
                                                              Sri Venkatesh Bhawan
                                                    212-A, Shahpurjat, Behind Panchsheel Club
                                                                New Delhi 110 049

				
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