LETTER OF OFFER - Securities and Exchange Board of India

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(Amounts in Euro, thousands and INR, lacs) As at and for the 9 As at and for the 12 month period ending December 31, month period ending Profit and Loss Statement 2008 2009 2010 September 2011 EUR INR EUR INR EUR INR EUR INR Income from Operations 582 379 943 613 485 315 1,093 711 Other Income - - 14 - 40 26 - - Total Income 582 379 957 613 525 342 1,093 711 Total Expenditure (20) (13) (3,446) (2,227) (15) (10) (18) (12) Profit before Depreciation Interest and Tax 562 366 (2,489) (1,619) 510 332 1,075 699 Depreciation and amortization - - - - - - - - Interest - - - - - - - - Profit Before Tax 562 366 (2,489) (1,619) 510 332 1,075 699 Provision for Tax - - - - - - - - Profit After tax 562 366 (2,489) (1,619) 510 332 1,075 699 (Amounts in Euro, thousands and INR, lacs) As at and for the 9 As at and for the 12 month period ending December 31, month period ending Balance Sheet Statement 2008 2009 2010 September 2011 EUR INR EUR INR EUR INR EUR INR Sources of Funds Paid up Share Capital 18 12 18 12 18 12 18 12 Reserves and Surplus (excluding revaluation reserves) 762 496 (1,727) (1,123) (1,217) (792) (142) (94) Net Worth 780 507 (1,709) (1,112) (1,199) (780) (124) (81) Secured Loans - - - - - - - - Unsecured Loans 25,120 16,340 24,764 16,109 23,782 15,470 22,713 14,764 Total 25,900 16,848 23,055 14,997 22,583 14,690 22,589 14,683 Uses of funds Net Fixed Assets - - - - - - - - Investments 25,890 16,841 22,580 14,688 22,580 14,688 22,580 14,688 Net Current Assets 10 7 475 309 3 2 9 (5) Total Miscellaneous Expenditure not written off - - - - - - - - Total 25,900 16,848 23,055 14,997 22,583 14,690 22,589 14,683 As at and for the 12 month period ending December 31, As at and for the 9 month period ending Other financial data 2008 2009 2010 September 2011 Euro. INR Euro. INR Euro. INR Euro. INR Dividend (%) - - - - - - - - Earnings per share (ii) 3,122 2,031 (13,828) (8,995) 2,833 1,843 5,972 3,885 Notes to extracts of financial statements (i) No dividend was paid in any of the periods above. 26
(ii) Earnings Per Share has been calculated as profit/(loss) after tax for the period divided by the number of equity shares outstanding at the date of the balance sheet for the relevant period. Note: Since the financials for Exelvia are presented in Euro they have been converted into INR for purpose of convenience translation. INR to Euro conversion has been assumed at rate of 1 Euro = INR 65.0492 as on January 27, 2012 (Source: Reserve Bank of India - http://www.rbi.org.in ). Source: The financial information for the financial years ended December 31, 2010, 2009 and 2008 set forth above has been extracted from the unaudited financial statements as represented in the annual report for Exelvia for the years ended December 31, 2010, 2009 and 2008. These accounts have been prepared in accordance with the provision of Title 9, Book 2 of the Dutch Civil Code and have accordingly been deposited with the Dutch Chamber of Commerce. Under the laws of Netherlands, the annual accounts of Exelvia are not required to be audited. Further the interim unaudited financial information for the nine months ending September 30, 2011 has been reviewed and certified by PricewaterhouseCoopers LLP (the statutory auditors of ESAB Holdings) vide letter dated January 26, 2012 in accordance with the International Standards for Review Engagements (UK and Ireland) 2410 issued by the Auditing Practices Board for use in the United Kingdom, solely for the purpose of disclosure in the documents in relation to the Open Offer. . 3.43. The major contingent liabilities of Exelvia as per the unaudited standalone financial information for the 9 month period ending September 30, 2011 were as follows: Exelvia forms a fiscal unity with its group companies Exelvia Netherlands B.V., Exelvia Holdings B.V., Exelvia South America B.V., Exelvia Group South America B.V., Esab Finance B.V., Exelvia International Holdings B.V. and all Dutch subsidiaries of Exelvia International Holdings B.V. In accordance with Dutch fiscal regulations, the company and the group companies that are part of the fiscal unity are severally liable for taxation payable by other entities in the fiscal unity. 3.44. The shares of Exelvia are not listed on any stock exchange. 27
Page 1 and 2: LETTER OF OFFER THIS DOCUMENT IS IM
Page 3 and 4: B. Relating to the Acquirer and the
Page 5 and 6: and the PACs, in accordance with Re
Page 7 and 8: Tendering Period Monday, March 19,
Page 9 and 10: to certain conditions, certain shar
Page 11 and 12: (“Open Offer Price”) comprising
Page 13 and 14: 3.4. The Acquirer has been listed o
Page 15 and 16: S. No. Name Date of Appointment Qua
Page 17 and 18: As at and for the 12 month period e
Page 19 and 20: 2. Clay Kiefaber 3. A. Lynne Pucket
Page 21 and 22: 13 8(1) 21.04.2007 06.04.2007 - Com
Page 23 and 24: As at and for the 12 month period e
Page 25: 28 7(1A) & (2) 17.10.2007 - Complie
Page 29 and 30: 4.7 The Acquirer, Colfax UK and Exe
Page 31 and 32: S. No. Shareholder Category 2. Part
Page 33 and 34: domain, and the date of the Public
Page 35 and 36: B. FINANCIAL ARRANGEMENTS 5.9 The t
Page 37 and 38: 6.11. In accordance with Regulation
Page 39 and 40: Name & Address of the entities (Reg
Page 41 and 42: transferring the Shares in favour o
Page 43 and 44: (c) Interest Payments: For interest
Page 45 and 46: (d) Shareholders are advised to con
Page 47 and 48: Wing, P.O. Box 11507, Nariman Point
Page 49 and 50: THIS PAGE HAS BEEN LEFT BLANK INTEN
Page 51 and 52: SHARES IN PHYSICAL FORM I / We, acc
Page 53: INSTRUCTIONS 1. In the case of dema

LETTER OF OFFER - Securities and Exchange Board of India

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