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HINDUSTAN MOTORS TRANSFERS THE COMPONENT BUSINESS TO AVTEC AND INDUCTS ACTIS AS FINANCIAL PARTNER New Delhi - 28th June 2005 
Transaction Consummation
Today, Hindustan Motors transferred its Component Business to AVTEC, and immediately thereafter sold a part of its stake in AVTEC to Actis and the promoter group of Hindustan Motors Ltd.. Additionally, Actis and the promoter group have invested approx. Rs.30 cr. into AVTEC. At the valuation agreed to be paid by Actis and the Promoter Group for acquiring AVTEC shares through the secondary and primary purchase as above, the enterprise valuation of AVTEC works out at Rs.423 crore. Post this, Hindustan Motors, Actis and promoter group hold approximately 49%, 30% and 21% ownership respectively in AVTEC.

Transaction Background
In February 2005, the Board of Directors of Hindustan Motors Ltd. (a GP - CK Birla group company) (“Hindustan Motors”) had approved to hive off the Component Business of the Company into its subsidiary AVTEC Limited (“AVTEC”) and invited Funds managed by Actis Capital LLP (“Actis”) as financial partners.

The Component Business
The Component Business of Hindustan Motors comprises (a) The Power Unit Plant (PUP) located at Indore that manufactures engines, transmissions and their components for automobiles and (b) The Power Products Division (PPD) located at Hosur, Tamil Nadu that manufactures automatic transmission and their components for off-highway heavy-duty vehicles like dumpers, loaders and dozers as well as on-highway vehicles. The Component Business has recorded Sales of approximately Rs.445 crore for the financial year ending 31 March 2005.

The Components Business supplies its products to reputed global OEMs like GM, Ford, Caterpillar and to BEML, Mitsubishi cars and Mahindra & Mahindra in India. It also has a range of collaborations with various global players. Assisted by its strong R&D and engineering skills, the Components Business has bagged critical components orders from various OEMs.

Kotak Investment Banking acted as financial advisor to Hindustan Motors for the transaction; and Khaitan & Co. acted as the legal advisors to Hindustan Motors.

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