Public Announcement

FOR THE ATTENTION OF THE SHAREHOLDERS OF

Natraj Commercial Enterprises Limited

(Registered Office – 415-416, Arun Chambers, Tardeo Road, Mumbai 400 034)

This Public Announcement (“PA”) is being issued by Mehta Integrated Finance Ltd. (“Mehta Integrated” or the “Manager to the Offer”), on behalf of, Mr. Tejash Shah and Sandesh Finvest Private Limited who are acting in concert with each other for the purpose of this open offer (hereinafter collectively referred to as the “Acquirers” and individually referred to as the “Acquirer”) to the fully paid Equity Shareholders of Natraj Commercial Enterprises Limited (herein after referred to as “NCEL” or the “Company” or the “Target Company”), pursuant to provisions of Regulations 10, 11(1) and 12 and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto.

1. The Offer

a. This offer (the “Offer”) is being made by M/s Tejash Shah and Sandesh Finvest Private Limited Other than Tejash Shah and Sandesh Finvest Private Limited who are acting in concert with each other for the purpose of this open offer; no other person is acting in concert with the Acquirers for the Offer. Due to the operation of Regulation 2(1)(e) of the Regulations, there could be persons who could be deemed to be acting in concert. However they are not acting in concert for the purpose of the Offer.

b. On 23^rd September, 2005, the Acquirers have through their duly constituted Attorney holder Mr. Tejash Shah entered into a Share Purchase Agreement (the “SPA”) with M/s Goyal Housing and Finance Ltd, a company registered under Companies Act, 1956 having registered office situated at 415-416, Arun Chambers, Tardeo Road, Mumbai – 400 034 who is the promoter of the Target Company (herein after referred to as the “Promoter Seller”) and also acquired on the same day on Spot Delivery Basis from them, subject to what stated in paragraph herein after appearing, 2,50,000 (Two Lacs fifty thousand Only) fully paid-up equity shares representing 25% of the total paid-up equity share capital and 25 % of the total voting equity share capital of M/s Natraj Commercial Enterprises Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 415-416, Arun Chambers, Tardeo Road, Mumbai - 400 034 (Target Company) at a price of Rs. 10/- (Rupees Ten Only) per fully paid-up equity shares of the Target Company payable in cash (herein after referred to as the “Negotiated Price”). The total consideration for the equity shares acquired as mentioned above is Rs. 25,00,000/- (Rupees Twenty Five Lacs Only) and that triggered the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The above referred acquisition of shares were as under:

Name of the Promoter Seller	Shares Agreed to be acquired under the SPA by Mr. Tejash Shah	Shares Agreed to be acquired under the SPA by Sandesh Finvest Pvt Ltd	Total No. of Shares to be sold by the Promoter Seller
Goyal Housing & Finance Pvt Ltd	1,50,000	1,00,000	2,50,000

The summary of the major terms of the SPA are as follows:

a. The Acquirers shall comply with all the obligation of an acquirer under the SEBI Takeover Code and in case of non-compliance with the provision of the SEBI Takeover Code; this SPA shall not be acted upon by the parties.

b. The Purchasers shall bear the stamp duty payable on the transfer of shares.

c. Upon the Purchasers acquiring the shares, the Sellers shall cooperate with the Purchasers in restructuring the Board of Directors of the Company.

d. The Acquirers are now making Open Offer in terms of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 to the fully paid equity shareholders of the NCEL to acquire 2,00,000/- ( Two Lacs only) equity shares representing 20% of the total equity shares capital of the Company and 20% of the total voting capital of the Target Company at a price of Rs.10/- per equity share payable in cash (the "Offer Price").The individual Acquirers shall acquire such shares in the following numbers:

Name of the Acquirers	Number of shares of Target Company to be acquired
Mr. Tejash Shah	50,000
M/s Sandesh Finvest Pvt. Ltd.	1,50,000
Total:	2,00,000

e. The Offer is not subject to any minimum level of acceptance from the Shareholders of the Company i.e. it is not a conditional offer.

f. The Acquirers are acting in concert with each other for this offer. Other than these, there are no Persons acting in concert (PACs) under this offer

g. The Acquirers have acquired 2,50,000/- (Two Lacs Fifty Thousand only) equity shares of Rs. 10/- each representing 25 % of the total equity share capital of the Company of the NCEL during the 12 months period prior to the date of PA at the price of Rs.10/- which was acquired as mentioned in para 1(b) above.

h. As on the date of this PA, the Acquirers hold 2,50,000/- fully paid equity shares in NCEL representing 25 % of the total equity share capital of the Company which was acquired as mentioned in para 1(b) above.

i. This is not a competitive bid.

j. The offer is not as result of a Global Acquisition resulting in indirect acquisition of Target Company.

k. The Manager to the Offer i.e. Mehta Integrated Finance Ltd. does not hold any shares in the Target Company as on the date of PA. They declare and undertake that they shall not deal in the shares of the Target Company during the period commencing from the date of their appointment as Manager to the offer till the expiry of 15 days from the date of closure of offer.

l. This PA is being issued in Financial Express - English Daily (All Editions), Navshakti – Marathi Daily (All Editions) and Jansatta – Hindi Daily (All Editions) as per the Regulation 15(1) of the Regulations.

2. The Offer Price

Justification of Offer Price

a. The equity shares of the Company are listed on The Stock Exchange, Mumbai (“BSE”).

b. The Annualized Trading Turnover of the equity shares of the Company on BSE during the preceding six months i.e. from 1^st March, 2005 to 31^st August, 2005, prior to the month in which this PA is required to be made is 50 equity shares (Based on the web site of BSE and the CMIE Data Base), being less than 5% of the total listed equity shares of the Company.

c. Based on above information, the equity shares of the Company are deemed to be infrequently traded in terms of explanation (i) to Regulation 20(5) of the Regulations and hence the Offer Price is determined in accordance with the requirement of Regulation 20(5) of the Regulations.

d. The Share Price of Rs.10/- per fully paid up equity share of NCEL is justified in terms of Regulation 20 (5) of the Takeover Regulations since the same has been determined after considering following facts:

1. Negotiated price 2. Highest price paid by the Acquirers for acquisition including a public or right or a preferential issue during the period of 26 weeks prior to PA 3. Other parameters	Rs. 10.00 Rs. 10.00
Year ended	31^st March, 2005
(a) Return on Net Worth	25.56%
(b) Earning Per Share (Rs.)	4.01
(c) Industry Price Earning Ratio*	5

*Source: Fortune India, dated 30^th September, 2005

e. Since the shares of NCEL are infrequently traded on the above mentioned Stock Exchanges, the fair value of shares has been arrived at by considering the above parameters and by placing reliance on the Supreme Court Judgment in the Case of Hindustan Lever Employee Union vs. Hindustan Lever Limited [(1995) 83 CC 30] and with due regard to the erstwhile CCI Formula for valuation of shares. Accordingly, the fair value has been calculated taking weighted average of three methods as follows:

Method	Amount (Rs.) (x)	Weights (y)	Weighted Amount *(X Y)**
1. Value of shares as per Net Assets Method (NAV)	17.69	1	17.69
2. Value of shares as per Earning Capitalization Method	8. 60	2	17.20
3. Value of Shares as per Market Market Price Method	4.31	2	8.62
Total		5	43.51
Fair value of shares			8.70

The above working is certified by Mr. Vipin R.Ladda, (Membership no. 110850) the Chartered Accountant, having his office at 307/B, New Dwarkesh, Shukla Compound, Dahisar (East), Mumbai – 400 068 (Telephone No. (022) 28974779) vide their certificate dated 24^th September, 2005.

f. Based on the above information, in the opinion of the Manager to the Offer, the Offer Price Rs. 10/- per share is being justified in terms of Regulation 20 (5) of the Takeover Regulations.

3. Information about Acquirers

a. Sandesh Finvest Private Limited (SFPL)

i) SFPL is a company incorporated on 30^th January 1995 under the Companies Act, 1956, having its registered office at A/504, Dharamji Thakur Park, Near Club Acquaria, Off. Devidas Lane, Borivali (W), Mumbai- 400 092.

ii) The promoters and the directors of SFPL are Mr. Manmohan Vyas and Mr.Nilesh Y. Chavan.

iii) SFPL is presently engaged to carry on the business as an investment company and to underwrite, sub-underwrite, to invest in, & hold, sell, buy or otherwise deal in shares , debenture, debentures – stocks, bonds units, obligation and securities issued and guaranteed by any company, corporation firm or person whether incorporated or manage stocks, securities.

iv) The financial details of SFPL as on 31^st March. 2005 are as follows: The Authorised Capital is Rs. 10,00,000 divided into 1,00,000 equity shares of Rs. 10 each. The Issued, subscribed and paid up capital is Rs.1,00,000 divided into 10,000 equity shares of Rs. 10 each. There are no calls in arrears. The shares of the company are not listed on any Stock Exchange.

There is no operating income for the year ending 31^st March, 2005. The Equity share capital is Rs. 1,00,000/-. As per the unaudited results as on 23^rd September, 2005 of SFPL, the Authorised Share capital as well as Issued , Subscribed and Paid-up share capital is Rs.10,00,000 divided into 1,00,000 equity shares of Rs. 10 each . As on the same date for the period from 1^st April, 2005 till 23^rd September the total income and the profit after tax are Rs. 20,600/- and Rs.3,250/- respectively. The Equity share capital, Reserve and surplus and the earning per shares are Rs.10,00,000/- and Rs.1,26,00,000/- and Rs. 0.03 per share respectively. The return on net worth and the book value of SFPL are Rs.0.02% and Rs.135.58 per share respectively. The net worth of SFPL is Rs.135.58 Lacs.

v) M/s M.I.Azam & Associates,Chartered Accountants (Membership no.107795) having their office at 12, Masjid Chawl, Dr.E.Moses Road, Jacob Circle, Mumbai - 400 011 ( Telephone No.(022-23005052/28649551)) have certified vide their certificate dated 23^rd September, 2005 , that the net worth of the SFPL is Rs. 135.58 lacs (Rupees One Crore, Thirty Five Lacs and Fifty Eight Thousand Only) as on 23^rd September, 2005.

b. Mr. Tejash Shah, aged 44 years, is residing at 304, Rishab Mansion, Jawahar Nagar, S.V.Road, Goregaon (West), Mumbai- 400 062 . Mr. Tejash Shah is the Commerce graduate has 20 years experience in manufacturing and trading of chemicals. He is presently in the trading business of shares & securities.

M/s M.I.Azam & Associates,Chartered Accountants (Membership no.107795) having their office at 12, Masjid Chawl, Dr.E.Moses Road, Jacob Circle,Mumbai - 400 011 ( Telephone No.(022-23005052/28649551))) have certified vide their certificate dated 12^th September, 2005 that the net worth of Mr. Tejash Shah is of Rs. 90.40 lacs (Rupees Ninety Lacs and Fourty Thousand Only) as on 23^rd September, 2005.

c. Relation if any, amongst the Acquirers

There is no relationship between the acquirer Mr. Tejash Shah and SFPL.

4. Information of the Target Company - (Natraj Commercial Enterprises Limited)

a. Natraj Commercial Enterprises Limited is a Public Limited Company having its Registered Office at 415-416, Arun Chambers, Tardeo Road, Mumbai 400 034.

b. The Company was originally incorporated on 25^th February 1984 and received the certificate of commencement of business on 13^th day of March,1984. The company had been promoted by Mr. Surersh Kumar Saraogi, Mr.Subash Chandra Kedia, Mr.Suresh Kumar Chamria, Mr. Arun Kumar Tulsyan, Mr.Surender Kumar Jain, Mr. Manoharlal Bhattar and Mr.Mihir Natwarlal Gujarati. The present Directors of the Company are Mr. Amritlal Tiwari, Mr. Vasant K. Vora, Mr. Pankaj K. Khandelia.

c. The Authorised Share Capital of the Company as on the date of PA is Rs. 6,00,00,000 divided in to 60,00,000 equity shares of Rs. 10/- each . The issued, subscribed and paid up share capital is Rs. 1,00,00,000/- comprising 10,00,000 fully paid-up equity shares of Rs. 10/- each. The Equity Shares of the Company are listed on The Stock Exchange, Mumbai (BSE).

d. The Target Company is engaged in the business as – buyers, sellers, traders, merchants, importers, exporters, brokers, agents, investors, stockists, distributors and dealers.

e. The total income of the Company for the year ended 31^st March 2005 was Rs. 44.67 lacs and Net Profit After Tax of Rs.40.11 lacs. The net worth of the Company was Rs.176.95 Lacs as on 31^st March 2005. The book value per share as on 31^st March 2005 was Rs. 17.69. The earning per share is Rs. 4.01 and return on net worth being 25.56 %. As per the unaudited statements, the total income of the Company for the three months ended on 30^th June, 2005 was Rs.1.30 lac and net profit of Rs.0.67 lac. The net worth of the Company was Rs.177.62 Lacs as on 30^th June, 2005 (Source: Published unaudited results of NCEL)

5. Reason for Acquisition, Offer and Future Plans about Target Company.

a. This Offer is being made pursuant to provisions of Regulation 10, 11(1) and 12 and in compliance with the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as “Regulations”) and subsequent amendments thereto to the Public Shareholders for the purpose of acquisition of 20% of the total equity capital of the Company. After the proposed offer and transfer of shares so acquired under para 1 (b) above, the Acquirers will achieve substantial acquisition of shares and voting rights accompanied with change in control and management of the Target Company.

b. The Acquirers have entered into SPA on 23^rd September, 2005 and acquired on Spot Delivery basis 2,50,000/- (Two Lacs Fifty thousand only) fully paid-up equity shares representing 25% of the total paid-up equity share capital and 25% of the total voting equity share capital of NCEL from the Promoter Sellers. After the said transaction the total holding of the Acquirers in the NCEL is amounting to 25 % of the total voting equity share capital of NCEL and that resulted in triggering the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

c. The Acquirers by virtue of their managerial and administrative expertise intend to enter in to realty business and would be creating adequate infrastructure for the same by taking management control through acquisition of shares of Target Company.

d. The Acquirers do not have any intention to dispose of or otherwise encumber any assets of the Company in the next two years from the date of the closure of the offer, except in the ordinary course of business with the prior approval of the shareholder of the Company.

6. Statutory Approvals

a. No approval from any Bank / Financial Institution is required for the purpose of this Offer, to the best of the knowledge of the Acquirers.

b. No statutory approvals are required to the best of the knowledge of the Acquirers to acquire the shares that may be tendered pursuant to the Offer.

c. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals.

d. Subject to the receipt of statutory approval, the Acquirers shall complete all procedure relating to the Offer including payment of consideration within a period of 15 days from the Offer Closing Date to those shareholders whose share certificates and / or other documents are found valid and in order and are approved for acquisition by the Acquirers. In case of delay in receipt of any statutory approval, if any, SEBI has power to grant extension of time to the Acquirers for the payment of the consideration to the shareholders subject to the Acquirers agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to willful default of the Acquirers in obtaining the requisites approval, if any, Regulation 22(13) will become applicable.

7. Delisting option to the Acquirers

The Public Shareholding shall not reduce to a level below the limit specified in the Listing Agreement with the stock exchanges for the purpose of listing on continuous basis as consequences of the Offer. Hence the provision of Regulation No. 21(3) do not apply.

8. Financial Arrangements

a. Acquirers have adequate and firm financial arrangements in terms of Regulation 16(xiv) out of their business income, investments, personal savings and other assets to fulfill the obligations under the open offer. No borrowings from Bank/ Financial Institution are being made for the purpose. The funds to be utilized shall be domestic and not any foreign funds.

b. The maximum purchase consideration payable by Acquirers in case of full acceptance of offer i.e. 2,00,000/- fully paid equity shares is Rs. 10/- at a price of Rs.10/- per equity share (the "Offer Price") payable in cash subject to the terms and conditions mentioned hereinafter.

c. The Acquirers have created an Escrow Account in the form of Fixed Deposit of Rs.5,00,000/- (being 25 % of the consideration payable) with HDFC Bank Ltd., Goregoan (West) Branch, Mumbai, 400062.

d. The Manager to the Offer has been duly authorized by the Acquirers vide his letter dated 23^rd September, 2005 to realize the value of escrow account in terms of the Regulation.

e. M/s M.I.Azam & Associates,Chartered Accountants (Membership no.107795) having their office at 12, Masjid Chawl, Dr.E.Moses Road, Jacob Circle,Mumbai - 400 011 ( Telephone No.(022-23005052/28649551)) have certified vide their certificate dated 23^rd September, 2005 that sufficient resources are available with the Acquirers to fulfill its obligations under the Offer.

f. Manager to the Offer is satisfied that firm arrangement through verifiable means are in place and the Acquirers has adequate financial resources to meet the obligation under the offer.

9. Other Terms of the Offer

a. The Letter of Offer together with the Form of Acceptance cum Acknowledgement shall be mailed to the shareholders of the Company (except to the Acquirers) whose names appear on the Register of Members of the Company at the close of the business on 23^rd September, 2005 (“Specified Date”)

b. Intime Spectrum Registry Limited having their office at C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai – 400 078 is acting as the Registrar to the Offer (“Registrar”) .

Since no shares are being held in dematerlisation form no escrow account for the same has been opened.

c. 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 Cum Acknowledgment Form along with all the relevant documents at any of the collection centers below in accordance with the procedure as set out in the Letter of Offer. All the centers mentioned herein below would be open as follows:

Address

Contact Persons

Mode of Delivery

Phone No.

Fax

E-mail ID

203, Daver House, 197/199, D.N. Road,

Mumbai 400 001

Vivek Limaye

Hand Delivery

022 – 22694127

022 – 25672693

vivek@intimespectrum.com

d. Shareholders holding their shares in physical form and who wish to tender their fully paid 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 at the address given above, either by hand delivery during normal business hours Monday to Friday 11.00 a.m. to 4.00 p.m. (excluding Saturday, Sunday and Bank Holidays) or by Registered Post on or before the close of the offer i.e. 9^th December, 2005 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement in an envelope subscribing the same with “Natraj Commercial Enterprises Limited – Offer For Acquisition Of Shares”.

e. All owners of fully paid-up equity shares, registered or unregistered and the beneficial owners of the shares (except the Acquirers) who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners/ shareholders who have not received Letter of Offer can send their application in writing, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares offered to, Distinctive Numbers, Folio No., together with documents stated above so as to reach the Registrar to the Offer on or before 9^th December, 2005. In case of unregistered owners, the same should be accompanied by a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

f. In case of non-receipt of Letter of Offer, eligible person may send their acceptance to the Registrar to the Offer on a plain paper stating the name, address, no. Shares held, distinctive no., folio no., no. of shares offered, along with documents as mentioned above, so as to reach to the Registrar to the Offer at the above address on or before the close of the Offer i.e. 9^th December, 2005 .

g. In case on non-receipt of Letter of offer, the eligible person may obtain the copy of the same from the Registrar to the Offer by providing suitable documentary evidence to that effect. Such shareholders may also down load the Form of Acceptance Cum Acknowledgement from the website of SEBI i.e. http://https://www.sebi.gov.in/ which will be made available from the opening of the Offer.

h. The Registrar to the Offer will hold in trust the shares, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the Target Company, who have accepted the offer, until the cheques / drafts for the consideration and / or the unaccepted shares/ share certificates are dispatched/ returned.

i. Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners’ sole risk to the sole / first shareholder. Shareholders whose shares are held in dematerialized form to the extent not accepted will be intimated by post for the non acceptance.

j. Shares, if any, that are subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

k. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the Acquirers, the Acquirers shall accept all valid application received from the shareholders on a proportional basis, in consultation with the Manager to the Offer, taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and dose not result in non-marketable lots.

l. Acquirers is confident of completing all the formalities pertaining to the acquisition of the said shares, within 15 days from the date of closure of this Offer including payment of consideration to the shareholders who have accepted the Offer and for the purpose open a Special account as provided under Regulation 29.

Provided that where the Acquirers is unable to make payment to the shareholders who have accepted the offer before the said period of 15 days due to non-receipt of requisite statutory approval, if any, the SEBI may, if satisfied that non-receipt of requisites statutory approval was not due to any willful default or neglect of the Acquirers or the failure of the Acquirers to diligently pursue the application for such approval, grant extension of time for the purpose, subject to the Acquirers agreeing to pay interest to the Shareholders for delay beyond 30 days, as may be specified by the SEBI from time to time.

m. In accordance with Regulation 22(5)(A) of the Regulations, shareholders who have tendered requisite documents in terms of Public Announcement and Letter of Offer shall have option to withdraw acceptance tendered upto 3 working days prior to the offer closing date. The withdrawal option can be exercised by submitting the form of withdrawal (separately enclosed with the Letter of Offer) and the copy of acknowledgment received from the Registrar to the Offer while tendering the acceptance together with following details

In case of physical share: name, address, distinctive no. folio no., no. of shares tendered / withdrawn

* In case of non-receipt of form of withdrawal, the withdrawal can be exercised by making an application on the plain paper along with the details mentioned above.

10. Schedule of Activities pertaining to the Offer:

ACTIVITY	DAY & DATE
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	Monday, 24^th October, 2005
Last date for Competitive Bid	Wednesday, 19^th October, 2005
Date by which Letter of Offer to be posted to the shareholders.	Thursday, 10^th November, 2005
Date of Opening of the Offer	Saturday, 19^th November, 2005
Last date for revising the offer price / Number of shares	Saturday, 3^rd December, 2005
Last date up to which shareholders may withdraw	Tuesday, 6^th December, 2005
Date of Closure of the Offer	Friday,9^th December, 2005
Date by which acceptance/ rejection would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched/ credited.	Saturday, 24^th December, 2005

11. General Conditions

a. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer i.e.6^th day of 2005 by filling the withdrawal form attached herewith. The withdrawal form is also available in the SEBI website (https://www.sebi.gov.in/)

b. The Acquirers can revise the price upwards upto 7 working days prior to the date of closure of the offer i.e Saturday, 3^rd December, 2005 , and revision, if any, in the offer price would appear in the Financial Express - English Daily (All Editions), Navshakti – Marathi Daily (All Editions) and Jansatta – Hindi Daily (All Editions) and same price would be paid to all shareholders who tender their shares in the offer.

c. Pursuant to Regulation 13 of the Regulations, The Acquirers have appointed Mehta Integrated Finance Limited as Manager to the Offer and the Manager to the offer issues this Public Announcement on behalf of the Acquirers.

d. If there is competitive bids:

(i) The public offer under all the subsisting bids shall close on the same date.

(ii) As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would be therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender acceptance accordingly.

e. The Acquirers and the Company are not prohibited by SEBI from dealing in securities in terms of directions issued under Section 11B of SEBI Act.

f. The Acquirers accepts full responsibility for the information contained in this Announcement and also for the obligations of the Acquirers as laid down in SEBI Takeover Regulations and subsequent amendments made thereto.

g. For further details please refer to the Letter of Offer and the Form of Acceptance cum Acknowledgement. This Public Announcement and the Letter of Offer together with Form of Acceptance cum Acknowledgement would also available on SEBI's website at https://www.sebi.gov.in// Eligible persons to the Offer may also download a copy of the Letter of Offer and Form of Acceptance cum Acknowledgement from the said website from the offer opening Date i.e. 19^th October, 2005 and apply in the same.

Issued by:

Manager To The Offer

Registrar to the Offer

Mehta Integrated Finance Ltd.

Contact Person:

Mr. Kamal Panchal

003, Law Garden Apts., Scheme I,

Law Garden, Ellisbridge,

Ahmedabad -380 006

Tel.: (079) 2656 5566/67

Fax: (079) 2656 2756

Email: mifl_in@yahoo.com

Intime Spectrum Registry Limited

Contact Person:

Mr. Nikunj Dafftary

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

Tel No.:(022)-55555454

Fax No. (022) 55555353

E-mail:nikunj@intimespectrum.com

For and On behalf of the Acquirers Date: 27^th September 2005

Place: Mumbai

Mr. Tejash Shah

M/s Sandesh Finvest Private Limited

Name of the Promoter Seller

ACTIVITY

DAY & DATE

Issued by:

Manager To The Offer

Mehta Integrated Finance Ltd.