THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of offer is sent to you as a shareholder(s) of BHAGWAN INVESTMENTS AND TRADES LIMITED (BI&TL). If you require any clarification about the action to be taken, you may consult your Stock broker or investment consultant or you can also contact the Manager or Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter of offer and the accompanying Form of Acceptance cum acknowledgement and instrument of transfer to the Member of Stock Exchange through whom the said sale was effected.

Mr. HUSSAIN ABBAS RASSAI

Residing at : 144, Gulistan, 3^rd Floor, S. V. Road, Khar (West), Mumbai – 400 052

Tel No. 604 4760, Fax: 604 8233

AND

Mrs. SAKINA AKEEL RASSAI

Residing at : 144, Gulistan, 2^nd Floor, S. V. Road, Khar – West, Mumbai – 400 052.

Tel No. 604 8233, Fax: 604 8233

MAKE AN OFFER AT Rs.10.00/- (RUPEES TEN ONLY) PER EQUITY SHARE IN CASH

(This offer is being made in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof)

TO THE SHAREHOLDERS OF

M/s. BHAGWAN INVESTMENTS AND TRADES LIMITED

(Registered Office: Todi Estate, Sun Mill Compound, Lower Parel, Mumbai – 13

Tel No: 496 4556, Fax: 4964647

FOR THE PURCHASE OF 48,000 FULLY PAID-UP EQUITY SHARES OF Rs.10/-EACH BY TENDER AT A PRICE OF Rs.10/-PER SHARE OF BI&TL REPRESENTING 20 % OF THE EQUITY SHARE AND VOTING CAPITAL. THESE SHARES WILL BE ACQUIRED IN CASH, IN ACCORDANCE WITH REGULATION 20 (1)(a) OF SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENTS THEREOF, FROM THE EXISTING EQUITY SHAREHOLDERS OF BI&TL.

ATTENTION :

1. The offer to acquire shares tendered pursuant to the offer is subject to such approvals as may be required from time to time. However, no approvals, statutory or otherwise are required to acquire the equity shares that are tendered pursuant to the offer.

2. This is not a conditional offer and is not subject to any minimum level of Acceptance. (MLA) If the aggregate of the valid response exceeds 48,000 Equity Shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.

3. Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of offer, can not withdraw the same.

4. Regulation 26 and 27 of the Securities & Exchange Board of India (Substantial Acquisition of Shares and Takeovers), Regulations, 1997 provides for an upward revision/withdrawal of the offer respectively and any such upward revision/withdrawal would be informed by way of a Public Announcement in the same newspapers where the original Public Announcement has appeared. The last date for making such revision is 14^th May, 2002. The revised price, if any would be payable by the Acquirers for all the shares tendered anytime during the offer.

5. If there is Competitive bid the Public offer under all subsisting bids shall close on the same date. As the offer price can not be revised during the 7 working days prior to the closing date of the offers/bids, it would, 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 their acceptance accordingly.

6. A copy of Public Announcement and this Letter of Offer (including Form of Acceptance cum Acknowledgement) is also available on SEBI web-site (www.sebi.gov.in)

The Offer will remain open on all working days (excluding Sundays & Public Holidays) from April 23 2002 to May 22, 2002.

MANAGER TO THE OFFER	REGISTRAR TO THE OFFER
WEIZMANN CAPITAL LIMITED	SHAREPRO SERVICES
Empire House	Satam Estate
214, Dr. D. N. Road	3^rd floor, Cardinal Gracious Road
Fort	Chakala, Andheri – East
Mumbai – 400 001.	Mumbai – 400 099
Phone : 2071501/2071524	Phone : 8215168
Fax : (91-22) – 2071512	Fax : 8375646
Email : sanjay@weizmann.co.in	Email : sharepro@vsnl.com
Contact Person : Sanjay Chavan	Contact Person : Dynash Garot

A schedule of some of the major activities in respect of this offer is given below:

Public Announcement (P.A) Date	Saturday, 9^th March, 2002
Corrigendum to PA	Wednesday, 10^th April, 2002
Specified Date	Saturday, 9^th March, 2002
Date by which letter of offer will be despatched to the shareholders	Thursday, 18^th April, 2002
Offer opens on	Tuesday, 23^rd April, 2002
Offer closes on	Wednesday, 22^nd May, 2002
Last date for revising the offer price / number of shares	Monday, 13^th May, 2002
Last date for a competitive bid	Saturday, 30^th March, 2002
Date by which the acceptance / rejection would be intimated and the corresponding payment for the acquired shares and / or the share certificate for the rejected shares will be despatched.	Tuesday, 11^th June, 2002

This offer is made to all the Equity Shareholders of Bhagwan Investments & Trades Limited (BI&TL) (other than the sellers) irrespective of whether their names appear in the Register of BI&LT as on specified date or not.

	CONTENTS
Sr.No	Subject	Page Nos.
1.	Disclaimer Clause	3
2.	Details of the offer	3 – 4
3.	Background of the Acquirer(s) (including PACs, if any)	4 – 5
4.	Background of Bhagwan Investments and trades Limited	5 – 8
5.	Offer Price and Financial arrangements	8 – 9
6.	Terms & Conditions of the offer	9
7.	Procedure for acceptance and settlement of the offer	10
8.	Documents for inspection	11
9.	Declaration by the Acquirer(s)	11
10	Form of Acceptance cum Acknowledgement	Enclosure

TERMS DEFINED

Term	Definition/Meaning
Acquirers	Mr. Hussain Abbas Rassai And Mrs. Sakina Akeel Rassai
Target Company	Bhagwan Investments & Trades Limited or (BI&TL)
Regulations	Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and Subsequent Amendments thereto.
SEBI	Securities And Exchange Board of India
Specified Date	9^th March, 2002
MoU	Memorandum of Understanding dated 5th March, 2002 Between the Acquirers and sellers.
PA	Public Announcement
Offer	Offer for acquisition of 48,000 fully paid up Equity shares of Rs.10/- each of BI&TL at a Price of Rs.10/- (Rupees Ten only) per share for Cash.
LoO	Letter of Offer
Registrar	Sharepro Services
Sellers	(1) Sanwarmal Todi HUF (2) Nathumal Todi (3) Nathumal Todi HUF (4) Shyamsunder N. Todi (5) Mothilal Todi (6) Mothilal Todi HUF (7) Purushottam Todi HUF (8) Jagdish Todi (9) Babulal Todi HUF (10) Seetadevi Todi (11) Snehaprabha B. Todi (12) Gaurav S. Todi (13) Adarsh S. Todi (14) Geeta M. Todi (15) Anjali Todi (16) Vinayaka Ice Creams Pvt. Ltd (17) Kamaladevi Todi (18) Madhav B. Todi (19) Pooja Todi (20) Rishab Todi (21) Murari Todi (22) Suresh S. Todi (23) Suman Todi (24) Kavita Todi (25) Mridula Todi (26) Priyanka J. Todi and (27) Pradeep Todi
Manager to the offer	Weizmann Capital Ltd
Offer Price	Rs.10/- (Rupees Ten) per fully paid up Equity Share of Rs.10/- each of BI&TL.
Public Announcement	Announcement of Open Offer made in Various Newspapers dated 9^th March, 2002 And subsequent Corrigendum made in the Same newspapers on 10^th April, 2002.
BSE	The Stock Exchange, Mumbai

1. DISCLAIMER CLAUSE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH SECURITIES & EXCHANGE BOARD OF INDIA (HEREINAFTER REFERRED TO AS "SEBI") SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT 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 REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF M/S. BHAGWAN INVESTMENTS & TRADES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER(S) OR THE TARGET COMPANY WHOSE SHARES / CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER(S) ARE PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MANAGER TO THE OFFER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER(S) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MANAGER TO THE OFFER, NAMELY WEIZMANN CAPITAL LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED MARCH 18, 2002 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENTS THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER(S) FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAYBE REQUIRED FOR THE PURPOSE OF THIS OFFER.

2. DETAILS OF THE OFFER

2.1 Background of the offer

The offer is being made by the Acquirers in pursuance of and in compliance of Regulation 10 and 12 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto for substantial acquisition of shares accompanied with change in control/management.

Mr. Hussain Abbas Rassai along with Mrs. Sakina Akeel Rassai (hereinafter referred to as the “Acquirers”) have entered into Memorandum of Understanding (MOU) dated March 5, 2002 with (1) Sanwarmal Todi HUF (2) Nathumal Todi (3) Nathumal Todi HUF, (4) Shyamsunder N. Todi (5) Mothilal Todi (6) Mothilal Todi HUF (7) Purushottam Todi HUF (8) Jagdish Todi (9) Babulal Todi HUF (10) Seetadevi Todi (11) Snehaprabha B. Todi (12) Gaurav S. Todi (13) Adarsh S. Todi (14) Geeta M. Todi (15) Anjali Todi (16) Vinayaka Ice Creams Pvt. Ltd (17) Kamaladevi Todi (18) Madhav B. Todi (19) Pooja Todi (20) Rishab Todi (21) Murari Todi (22) Suresh S. Todi (23) Suman Todi (24) Kavita Todi (25) Mridula Todi (26) Priyanka J. Todi and (27) Pradeep Todi (hereinafter collectively referred to as "the Sellers" who are the promoter group of (BI&TL) for acquiring 1,29,700 fully paid-up Equity Shares of Rs. 10/- each representing 54.04 % of the Voting Capital of BHAGWAN INVESTMENTS AND TRADES LIMITED (herein after referred to as "the Target Company" or "BI&TL) at a price of Rs. 10/- only payable by cheque as per the terms and conditions specified therein. The Total Paid- up Capital of BI&TL is Rs.24, 00,000/- divided into 2,40,000 Equity Shares of Rs. 10/- each fully paid up. The Acquirers have not acquired any shares of BI&TL on the date of Public Announcement. In case, however, of non-compliance of any provisions of the Regulations, the MoU dated March 5, 2002, for such sale shall not be acted upon by the sellers or the Acquirers.

Sr. No.	Name of the Sellers	Residential Address	Telephone No.	Fax. No.
1.	Sanwarmal Todi HUF	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2818001	4964647
2.	Nathumal Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
3.	Nathumal Todi HUF	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816194	4953800
4.	Shyamsunder N. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816194	4953800
5.	Mothilal Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816066	4953800
6.	Motillal Todi HUF	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2810127	4953800
7.	Purushottam Todi HUF	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2813025	4936526
8.	Jagdish Todi	Tahenee Height, Petit Hall, Napeansea Road, Mumbai	4924568	4973578
9.	Babulal B. Todi HUF	81, Anita, Bhau Saheb Hire Marg, Malabar Hill, Mumbai – 400 006	3677645	4932210
10.	Seetadevi Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
11.	Snehaprabha Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
Sr. No.	Name of the Sellers	Residential Address	Telephone No.	Fax. No.
12.	Gaurav S. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
13.	Adarsh S. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
14.	Geeta M. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
15.	Anjali Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2816214	4953800
16.	M/s. Vinayaka Ice Creams Pvt. Ltd	66, Govt. Industrial Estate, Charkop, Kandivali (W), Mumbai – 400 067	8687736	4932210
17.	Kamaladevi Todi	81, Anita, Bhau Saheb Hire Marg, Malabar Hill, Mumbai – 400 006	3677645	4932210
18.	Madhav B. Todi	81, Anita, Bhau Saheb Hire Marg, Malabar Hill, Mumbai – 400 006	3677645	4932210
19.	Pooja Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2813025	4953800
20.	Rishab Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2810812	4953800
21.	Murari Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2818980	4953800
22.	Suresh S. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2818980	4953800
Sr. No.	Name of the Sellers	Residential Address	Telephone No.	Fax. No.
23.	Suman Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2818980	4953800
24.	Kavita Todi	Vishwa Mahal, `C’Road, Churchgate, Mumbai – 400 020.	2818980	4953800
25.	Mridula Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	4924568	4953800
26.	Priyanka J. Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	4924568	4953800
27.	Pradeep Todi	Vishwa Mahal, `C’ Road, Churchgate, Mumbai – 400 020.	2813025	4953800

After the Completion of all formalities related to the acquisition In terms of the provisions of the aforesaid Agreement, inter alia, the control of management of BI&TL is intended to be changed, subject, however, to such permissions, as may be required, from SEBI and/or other Authorities.

The proposed change in control is consequent to the MoU dated 5^th March. 2002.

The Acquirers will comply with the Regulations and complete the Offer formalities.

The Acquirers have made offer to all the shareholders of BHAGWAN INVESTMENTS & TRADES LIMITED (hereinafter referred to as “the Target Company “ or “BI&TL”) to acquire from them up to 48,000 Fully paid-up Equity Shares of Rs.10/- each (representing 20 % of its paid up Equity Share Capital of the Company) on the terms and conditions, as set out below at a price of Rs.10/- per Equity Share (“the Offer Price”) payable in cash (“the offer”).

The Sellers covered under the aforesaid Agreement dated March 5, 2002 shall, however, not be entitled to participate in this offer.

The offer is not subject to any minimum level of acceptance and the Acquirers herein shall acquire all the equity shares that are tendered, pursuant to this offer, up to a maximum of 48,000 Equity shares.

The Acquirers, Sellers or BI&TL has not 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.

None of the present Directors on the Board of Directors of BI&TL represent the Acquirers. However, pursuant to this offer, the Acquirers would seek reconstitution of the board of Directors of BI&TL to provide representation to the Acquirers, once the Offer is completed.

2.2 Details of the proposed offer

In accordance with Regulation 10 and 12 of the Regulations, the Acquirers made a Public Announcement on 9^th March, 2002 and Corrigendum to Public Announcement on 10^th April, 2002, which was published in the following newspapers in accordance with Regulation 15(1) of the Regulations

Newspaper	Edition(s)	Language
Free Press Journal	All Editions (i.e. Mumbai and Indore)	English
Rashtriya Sahara	All Editions (i.e. New Delhi, Lucknow and Gorakhpur)	Hindi
Nav Shakti	Mumbai Edition	Marathi

The Public Announcement is also available on the Sebi website at http://www.sebi.gov.in/ .

The Acquirers are making an Open Offer to all the Fully paid Equity shareholders (other than the Sellers) of BI&TL as on 9^th March, 2002 being the Specified Date to acquire up to 20% of the voting Capital representing 48,000 Equity Shares of Rs.10/- each fully paid up at a price of Rs.10/- (Rupees Ten Only) per fully paid up Equity Share ("the Offer Price") of Rs.10/- each of BI&TL and payable by way of Account Payee Cheque / Demand Draft. The offer price is determined as per the provisions of Regulation 20(3) of the Regulations. This offer is not a conditional offer and is not subject to any minimum level of acceptance from the shareholders. If the aggregate of the valid response exceeds 48,000 Equity Shares, then the Acquirers shall accept the offers received on a proportionate basis in accordance with Regulation 21(6) of the Regulations.

These Equity shares to be acquired should be free from all liens, charges, equitable interests and encumbrances and should be together with all rights attached thereto, including the rights to all dividends, bonuses or rights declared now and hereafter.

Pursuant to such announcement, 48,000 Equity Shares will be acquired by the Acquirers in the following proportions, which in aggregate represent 20 % of the voting capital of BI&TL.

Sr.no	Acquirer/PAC	No. of Equity Shares	% of Voting Capital
1.	Mr. Hussain Abbas Rassai	24,000	10.00%
2.	Mrs. Sakina Akeel Rassai	24,000	10.00%
	T O T A L	48,000	20.00%

The Acquirers neither hold any shares of BI&TL as on the date, The Acquirers have not acquired any shares of BI&TL after the date of Public Announcement and up to the date of this letter of offer.

This Offer is for the acquisition of up to 48,000 fully paid-up Equity Shares representing i.e. up to 20% of the Equity capital of M/s. Bhagwan Investments & Trades Limited (BI&TL). If the Acquirers succeeds in acquiring all the 48,000 (Forty Eigth Thousand Equity Shares only) fully paid up Equity Shares sought to be acquired under this Offer, they shall hold together (1,77,700) One Lakh Seventy Seven Thousand Seven hundred only.) Fully paid-up Equity Shares representing 74.04% of voting capital of M/s. Bhagwan Investments & Trades Limited. The Acquirers undertake that they shall take appropriate measures to ensure compliance with applicable laws, guidelines and the Listing Agreement to ensure continued listing.

2.3 Object of the acquisition/offer

The reason for acquisition is Substantial acquisition of shares or voting rights accompanied with change in control / Management. With the rapid increase in business, the Acquirers have decided to acquire a Company listed on The stock exchange, Mumbai with a view to commence IT enabled activities in the Company after the closure of the offer, subject to necessary approvals. The Acquirers do not intend to dispose off or otherwise encumber any assets of BI&TL in the succeeding two years except in the ordinary course of business. The Acquirers are engaged in the business of Export of Yarn and Development of Software and IT enabled Services. It is proposed to expand and modernize the existing IT enabled services provided by the Acquirers through this acquisition. The Acquirers propose to help BI&TL to change the focus of the business to IT enabled services to enable it to expand business. In their opinion, having operations in a listed Company would ensure liquidity to the investors at large and will also enable further expansion of business.

3. BACKGROUND OF THE ACQUIRERS

The open offer is made by the Acquirers namely Mr. Hussain Abbas Rassai along with Mrs. Sakina Akeel Rassai.

ACQUIRERS

3.1.1 Mr. Hussain Abbas Rassai residing at 144, Gulistan, 3^rd Floor, S. V. Road, Khar (West), Mumbai – 400 052 And Mrs. Sakina Akeel Rassai residing at 144, Gulistan, 2^nd Floor, S. V. Road, Khar – West, Mumbai – 400 052 are the Acquirers for the purpose of this open offer.

3.1.2 Mr. Hussain Abbas Rassai is the brother in law of Mrs. Sakina Akeel Rassai.

3.1.3 The Acquirers have not entered into any formal agreement with respect to the present acquisition and are acting together under an informal understanding.

3.1.4 Mr. Hussain Abbas Rassai is a Bachelor of Architecture and a partner in Rassai Enterprises, a partnership firm that is engaged in the business of Export of Yarn and providing quality business solutions through Software development. He has over 10 years of experience in the field of Export of Yarns and Software development besides also has experience in financial planning and cost analysis.

3.1.5 The Net worth of Mr. Hussain Abbas Rassai as on 31^st December, 2001 duly certified by Salim A. Kantawalla, Partner of Kantawalla & Co., Chartered Accountants (Membership No.38859) having their office at Tardeo Air-Condition Market, 7^th Floor, Tardeo, Mumbai – 400 034 is Rs.50,62,377/- (Rupees Fifty Lakhs Sixty Two thousand Three Hundred and Seventy Seven only).

3.1.6 Mr. Hussain Abbas Rassai does not hold directorship of any listed and/or non-listed company. Further he has not promoted any Company.

3.1.7 Mrs. Sakina Akeel Rassai is an Arts Graduate from Bombay University and is also a partner of Rassai Enterprises that is engaged in the business of Export of Yarn and Software Development. She is well experienced in the Development of Ecommerce Websites and other IT enabled services.

3.1.8 The Net worth of Mrs. Sakina Akeel Rassai as on 31^st December, 2001 duly certified by Salim A. Kantawalla, Partner of Kantawalla & Co., Chartered Accountants (Membership No.38859) having their office at Tardeo Air-Condition Market, 7^th Floor, Tardeo, Mumbai – 400 034 is Rs.27,91,525/- (Rupees Twenty Seven Lakhs Ninety One Thousand Five Hundred and Twenty Five only).

3.1.9 Mrs. Sakina Akeel Rassai does not hold directorship of any listed and/or non-listed company. Further she has not promoted any Company.

3.1.10 As the Acquirers have not yet acquired or got the Equity shares of BI&TL transferred in their names, the provisions of Chapter II would be applicable only after the transfers are affected on the Closure of the offer and payment of consideration to the eligible shareholders whose shares are accepted under the open offer. The Acquirers will comply with the provisions of Chapter II on or before the due dates.

3.2 DISCLOSURE IN TERMS OF REGULATION 16(IX) - OBJECT AND PURPOSE OF THE ACQUISITION OF SHARES AND FUTURE PLANS

The Acquirers have entered into a agreement for purchase of 1,29,700 Equity Shares of BI&TL to the extent of 54.04% in the Equity at a negotiated price of Rs.10.00 per share. The Acquirers intends to take control of the management of BI&TL through acquisition of these shares. On acquisition, it is intended by the Acquirers to further the growth & development and to strengthen the Company by improved performance, through better managerial inputs, expansion and diversification in the field of IT enabled services by Division, Acquisition and Merger. The Acquirer shall be able to provide better managerial expertise, financial strength and marketing inputs to BI&TL.

3.3 OPTION IN TERMS OF REGULATION 21(3)

Pursuant to this offer the public share holding will not fall below 10 % or less of the voting capital of BI&TL, and therefore the provisions of Regulation 21(3) of the Regulations do not apply.

4. BACKGROUND OF BHAGWAN INVESTMENTS AND TRADES LIMITED

4.1.1 BHAGWAN INVESTMENTS & TRADES LIMITED (BI&TL) is the Target Company, which was incorporated on 27th April 1983 and received the certificate of commencement of business on 30^th April 1983. The Registered office of BI&TL is located at Todi Estate, Sun Mill Compound, lower Parel, Mumbai – 400 013. BI&TL is engaged in the business of Trades and Investments in shares and other securities and Real Estate.

4.2 Share Capital Structure of BI&TL.

Paid up Equity Shares of Target Company	No. of Shares/ voting rights	% of shares / voting rights
Fully paid up equity shares	240000	100 %
Partly paid up equity shares	Nil	Nil
Total paid up equity shares	240000	100 %
Total Voting rights in Target Company	240000	100 %

4.3 There are no outstanding convertible instruments (warrants /FCDs / PCDs) etc. in the Company.

4.4 The applicable provisions of Chapter II of SEBI Takeover Regulations have been complied with partially with substantial delay by the Target Company as well by the Sellers/Promoters.

STATUS OF COMPLIANCE WITH THE PROVISIONS OF CHAPTER II OF THE TAKEOVER REGULATIONS (as applicable)

The sellers under the agreement dated 5^th March, 2002 are the major shareholders and the promoters of BI&TL.

The under mentioned Provisions of Chapter II are not applicable to the Acquirers as of date as the shares under the MoU dated 5^th March, 2002 are yet to be transferred in the name of the Acquirers. The Acquirers would comply with the relevant Regulations of Chapter II of SEBI Take Regulations before the relevant due dates.

a) By the promoters/Sellers/major shareholders/Acquirers, separately (as may be applicable)

Sl. No.	Regulation/ Sub- regulation	Due Date for compliance as mentioned in the regulation	Actual date of compliance	Delay, if any (in no. of days) Col. 4- Col. 3	Remarks
1	2	3	4	5	6
1	6(1)	20.04.1997	Not Complied		Not Complied
2	6(3)	20.04.1997	Not Complied		Not Complied
3	8(1)	21.04.1998	Not Applicable	Not Applicable	Not Applicable
4	8(2)	21.04.1998	Not Complied		Not Complied
5	8(1)	21.04.1999	Not Applicable	Not Applicable	Not Applicable
6	8(2)	21.04.1999	Not Complied		Not Complied
7	8(1)	21.04.2000	Not Applicable	Not Applicable	Not Applicable
8	8(2)	21.04.2000	Not Complied		Not Complied
9	8(1)	21.04.2001	Not Applicable	Not Applicable	Not Applicable
10	8(2)	21.04.2001	Complied with delay 15.02.2002	291 days	Complied with delay
11	7(1) & (2)		Not Applicable	Not Applicable	Not Applicable

b) By BI&TL (the target company)

Sl. No.	Regulation/ Sub- regulation	Due Date for compliance as mentioned in the regulation	Actual date of compliance	Delay, if any (in no. of days) Col. 4- Col. 3	Remarks
1	2	3	4	5	6
1	6(2)	20.05.1997	Not Complied		Not Complied
2	6(4)	20.05.1997	Not Complied		Not Complied
3	8(3)	30.04.1998	Not Complied		Not Complied
4	8(3)	30.04.1999	Not Complied		Not Complied
5	8(3)	30.04.2000	Not Complied		Not Complied
6	8(3)	30.04.2001	Complied with delay 18.02.2002	293 days	Complied with delay
7	7(3)		Not Applicable	Not Applicable	Not Applicable

The Complete Address along with Phone & Fax Nos. of the individual Sellers/Promoters have been given under the heading Details of the offer. The Registered office address along with Phone & fax Nos. of the Target Company has also been mentioned on the cover page of this letter of offer.

4.5 As per the information available with us we note that BI&TL has not been regular in complying with certain clauses of listing requirements of the Stock Exchange. BI&TL has received a show cause notice dated 6^th February, 2002 from the Stock Exchange, Mumbai as to why trading in the Securities of BI&TL should not be suspended with effect from 4^th March, 2002 for non-compliance of Clause 16 of the listing Agreement with the stock exchange i.e. not informing the Stock Exchange the dates of the closure of Register of Members for the year 2001 within 42 days. The Company has replied to the show cause notice and asked the exchange for condoning the delay and requested for non-suspension of the equity shares from the exchange. BI&TL has vide its letter dated 11^th April, 2002 has informed that they have not received any feedback from The Stock Exchange, Mumbai in response to their letter dated 26^th February, 2002.

4.6 Present Composition of the Board of Directors of BI&TL as on the date of Public Announcement is as under:

Name of the Director	Address
Shri Nathmal B. Todi	Vishwa Mahal, C Road, Churchgate, Mumbai – 400 020
Shri Motilal R. Todi	Vishwa Mahal, C Road, Churchgate, Mumbai – 400 020
Shri Purushottam B. Todi	Vishwa Mahal, C Road, Churchgate, Mumbai – 400 020
Shri Babulal B. Todi	Vishwa Mahal, C Road, Churchgate, Mumbai – 400 020

None of the above Directors on the Board of Directors of BI&TL represents or is associated with the Acquirers.

4.7 No Merger or demerger or spin off has taken place in BI&TL during the last 3 years. There has not been any change in name of the Company since listing.

4.8. Brief audited financial details for a period of last three years and subsequent Audited data not older than six months from the P.A. date are as follows:

(Amount Rs. in Lacs)

Profit & Loss Statement	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^st March, 2001 (Audited)	For the Period ended 8^th February, 2002 (Audited)
Income from operations	0.00	0.00	0.00	0.00
Other Income	0.00	0.00	0.00	6.25
Total Income	0.00	0.00	0.00	6.25
Total Expenditure	0.28	0.28	0.18	5.80
Profit before Depreciation, Interest and Tax	(0.55)	(0.28)	(0.18)	0.45
Depreciation	-	-	-	-
Interest	-	-	-	-
Profit before Tax	(0.55)	(0.28)	(0.18)	0.45
Provision for Tax	0.00	0.00	0.00	0.00
Profit after Tax	(0.55)	(0.28)	(0.18)	0.45

(Amount Rs. In Lacs)

Balance Sheet Statement	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^st March, 2001 (Audited)	For the Period ended 8^th February, 2002 (Audited)
Sources of Funds
Paid-up Share Capital	24.00	24.00	24.00	24.00
Reserves and Surplus (excluding revaluation reserves)	0.00	0.00	0.00	0.00
Networth	23.07	22.79	22.61	23.06
Secured Loans	0.00	0.00	0.00	0.00
Unsecured Loans	1.88	2.18	2.36	0.00
Total	25.88	26.18	26.36	24.00
Uses of Funds
Net Fixed Assets	0.00	0.00	0.00	0.00
Investments	19.67	19.67	0.00	0.00
Net Current Assets	5.28	5.30	24.97	23.06
Total Misc. Expenditure not written off.	-	-	-	-
Profit and Loss Account (Dr. bal)	0.93	1.21	1.39	0.94
Total	25.88	26.18	26.36	24.00

Source Annual Reports of BI&TL.

Other financial Data	Year ended 31^st March, 1999 (Audited)	Year ended 31^st March, 2000 (Audited)	Year ended 31^stMarch, 2001 (Audited)	For the Period ended 8^th February, 2002 (Audited)
Dividend	Nil	Nil	Nil	Nil
Earning per Share (Rs.)	(0.23)	(0.12)	(0.07)	0.19 (diluted)
Return on Net-worth (%)	(2.40)	(1.22)	(0.78)	1.95
Book Value per share (Rs.)	9.61	9.50	9.42	9.61

The financial information herein has been prepared from the Annual Reports of Bhagwan Investments & Trades Limited.

4.9 Pre and Post- Offer share holding pattern of the target company as per the following table

Shareholders’ category

Shareholding & voting rights prior to the agreement/ acquisition and offer.

(A)

Shares /voting rights agreed to be acquired which triggered off the Regulations.

(B)

Shares/voting rights to be acquired in open offer (Assuming full acceptances)

(C)

Share holding / voting rights after the acquisition and offer. i.e. (A)+(B)+(C)

(D)

No.

(1)Promoter group

a.Parties to agreement, if any

b.Promoters other than (a) above

(2)FIs/MFs/ FIIs/Banks, SFIs (indicate names)

(3) Acquirer

(i) Hussain

Rassai

(ii) Sakina

Rassai

(4).Parties

to agreement other than (1) (a) & 3

(5).Public {other than 1 to 4)

Total (1+2+3+4+5)

129700

nil

110300

240000

54.04

nil

45.96

100

nil

64850

nil

129700

nil

27.02

nil

54.04

nil

24000

nil

48000

nil

88850

nil

62300

240000

nil

37.02

nil

25.96

100

Total number of shareholders in public category are 282 only

5. OFFER PRICE AND FINANCIAL ARRANGEMENTS

5.1 Justification of Offer Price

5.1.1 The Equity shares of BI&TL are presently listed on The Stock Exchange, Mumbai (BSE). The Shares are not admitted as permitted security in any other Stock Exchange.

5.1.2 The annualized trading turnover during the preceding 6 calendar months prior to the month in which the P.A. was made in terms of number & Percentage of total listed shares, in terms of total listed shares in each stock exchange stated at 5.1.1 above is as under:

Name of Stock Exchange(s)	Total no. of shares traded during the 6 calendar months prior to the month in which PA was made	Total number of listed shares	Annualized Trading turnover (in terms of % to total listed shares)
The Stock Exchange, Mumbai (BSE)	Nil	2,40,000 Equity shares	Nil

Source: As per Information Provided by the Stock Exchange, Mumbai.

The Shares are infrequently traded in terms of explanation (i) to Regulation 20(3) of the Regulations.

5.1.3 The Negotiated Price under the MoU dated March 5, 2002 is Rs.10.00 per equity share

5.1.4 The Acquirers have not acquired any shares of BI&TL at any point of time nor have they subscribed to any public issue of BI&TL or to any Preferential Allotment made by BI&TL.

5.1.5 The Return on Net Worth of the Company as per the 16^th Annual Report of BI&TL as on 31^st March, 2001 is (0.78 %) and as per the latest Audited Balance Sheet as on 8^th February, 2002 is 1.95 %. The Book Value of the Company as per the 16^th Annual Report of BI&TL as on 31^st March, 2001 is Rs.9.42 and as per the latest Audited Balance Sheet as on 8^th February, 2002 is Rs.9.61.The Earning per share as per the 16^th Annual Report of BI&TL as on 31^st March, 2001 is (Rs.0.07) and as per the latest Audited Balance sheet as on 08^th February, 2002 is Rs.0.19 (diluted). There has been no trading of the Equity shares of BI&TL on the Stock Exchange, Mumbai since listing. As a result Price/Earning ratio has not been computed and may not be relevant. Taking the above factors into consideration the offer price of Rs.10/- per share (Rupees Ten only) is determined and justified as per the provisions of Regulation 20(3) of the SEBI (SAST) Regulations, 1997.

5.1.6 Based on the above the Acquirers and the Manager to the offer have determined the offer price at Rs.10/- per fully paid-up equity share of Rs.10/- each of BI&TL which is reasonable and justified in terms of Regulation 20(6) of the Regulations.

5.1.7 The offer price shall not be less than the highest price paid by the Acquirers for any acquisition of shares of BI&TL from the date of PA up to 7 working days prior to the closure of the offer. As on date of filing of the offer letter with SEBI the Acquirers have not acquired any shares of BI&TL, neither do they intend to acquire any shares till the closure of the offer.

5.2 Financial arrangements

5.2.1 The Total funds required for the acquisition of 48000 Equity shares of BI&TL tendered during the open offer (assuming full acceptances) by the Acquirers at a price of Rs.10/- per share amount to Rs.4,80,000/-.

5.2.2 The Acquirers have made a cash deposit of Rs.1,20,000 (being 25 % of the total consideration payable in accordance with Regulation 28 of the Regulations to the shareholders of BI&TL) with the Manager to the offer viz. Weizmann Capital Ltd who have opened an Escrow Account with State Bank of India, D. N. Road Branch, Fort, Mumbai – 400 001. The Manager to the offer has been empowered to operate the Escrow Account in accordance with the Regulations.

5.2.3 The Acquirers have adequate financial resources and have made firm financial arrangements out of their internal accruals to fulfill the obligations under the open offer in full in terms of Regulation 16(xiv) as certified by Salim A. Kantawalla, Partner of Kantawalla & Co., Chartered Accountants (Membership No.38859) having their office at Tardeo Air-Condition Market, 7^th Floor, Tardeo, Mumbai – 400 034, Tel: 4904668, Fax: 4904670 vide their certificate dated 14^th January, 2002.

5.2.4 The Manager to the offer confirms that the firm arrangements for funds and money for payment through verifiable means are in place to fulfill the offer obligations. The Manager to the offer is satisfied, considering the information about the background of the Acquirers and the resources they have, that they shall be able to perform their obligation with respect to payment of consideration of shares acquired under the offer without any difficulty.

6 TERMS AND CONDITIONS OF THE OFFER.

6.1 Operational Terms and Conditions of the offer.

6.1.1 The offer is being made to the shareholders of BI&TL whose names appeared on the Register of Members at the close of the business on March 9, 2002.

6.1.2 All the registered shareholders who own the shares of BI&TL anytime before the closure of the offer other than the sellers are eligible to participate in the offer. Shareholders who wish to tender their equity shares will be required to send the form of acceptance, original share certificate(s) and transfer deed(s) duly signed to the Registrar to the Offer M/s. Sharepro Services Address: Satam Estate, 3^rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri – East, Mumbai – 400 099, Tel: 8215168, Fax No.8375646, E-mail: sharepro@vsnl.com either by hand delivery or by Registered Post or courier on or before the closure of the offer in accordance with the instructions specified in the letter of offer and in the form of acceptance. Accidental omission to dispatch the Letter of offer to any person will not invalidate the offer in any way. In case of non-receipt of the letter of offer, the eligible person may send his consent on a plain paper stating the name, address, number of shares held, distinctive numbers, certificate numbers and the number of equity shares offered along with the share certificates, duly signed transfer forms, and other required documents to the Registrar to the offer before the last date of closure of the offer.

6.1.3 Each shareholder of BI&TL, to whom this offer is being made, is free to offer his shareholding in BI&TL either in whole or in part while accepting this offer. However, the sellers, who are the party to the MOU dated March 5, 2002, shall not be entitled to participate in this offer.

6.1.4 Persons who hold the equity shares of BI&TL on the specified date but who are not registered as shareholders on the specified date are also eligible to participate in the Offer. All such persons should send their applications in writing to the Registrar to the offer on a plain paper stating the Name, Address, No. of Equity shares held, Distinctive Nos. Certificate No. Folio No., together with original Share Certificate(s), valid transfer deed(s) and original contract note issued by the broker through whom they acquired their shares. In case the share certificates are lodged with BI&TL / its transfer agents for transfer then the acceptance shall be accompanied by acknowledgement of lodgement of shares sent for transfer issued by BI&TL / its transfer agent. No indemnity is required from the unregistered shareholders. In case the share certificates are lodged with HIL / its transfer agents for transfer then the acceptance shall be accompanied by acknowledgement of lodgement / receipt issued by HIL / its Transfer agent for transfer of shares

6.1.5 Consideration for equity shares accepted will be paid by crossed account payee cheque/demand drafts and sent by registered post.

6.1.6 In case there is any upward revision in the Offer (Regulation 26) by the Acquirers till the last date of revision viz. 7 working days prior to the closure of the offer, the same would be informed by way of Public Announcement in the same newspapers where the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the offer.

6.1.7 To the best of the knowledge of the Acquirers, there are no locked in shares of BI&TL. However, in case there are any locked in shares and are being offered for acceptance, the same would be transferred to the Acquirers subject to continuation of the residual lock in period in the hands of the Acquirer. No separate approval is required for tendering of locked in shares for acceptance. Further, there shall not be any discrimination in the acceptance of shares subject to lock-in and those not subject to lock-in.

6.1.8 The Equity shares tendered pursuant to the offer should be free from all liens, charges, equitable interests and encumbrances and should be together with all rights attached thereto, including the rights to all dividends, bonuses or rights declared now and hereafter.

6.1.9 The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to those shareholders whose name appeared on the Register of Members of BI&TL at the close of the business on March 9, 2002 (the “Specified date).

6.1.10 The acceptance of this offer by the shareholder must be absolute and unconditional. Any acceptance, which is conditional or incomplete, is liable to be rejected.

6.2 Statutory approvals

6.2.1 As on the date of the Public Announcement, to the best knowledge of the Acquirers, there are no statutory approvals and/or consents required. However the offer would be subject to all such statutory approvals that may become applicable prior to the completion of this offer.

6.2.2 As per the information with the Acquirers, there are no Non-resident shareholders in BI&TL., hence no approval from Reserve Bank of India for acquisition of shares is required.

7. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

The Shareholder(s) of BI&TL who qualify and who wish to avail of this Offer will have to send their shares along with other necessary documents to the Registrar to the Offer as mentioned in the Form of Acceptance at the following address on or before 22^nd May, 2002.

Name and Address of the Registrar to the offer to whom the shares should be sent

Working days and timings

Mode of delivery

M/s. Sharepro Services

Satam Estate, 3^rd Floor,

Above Bank of Baroda,

Cardinal Gracious Road, Chakala, Andheri – East, Mumbai – 400 099,

Tel : 8215168, Fax No.8375646,

E-mail : sharepro@vsnl.com

Monday to Saturday

Between

11.00 a.m. and 4.00 p.m.

(Except Sundays and Public Holidays)

By hand / Registered Post against acknowledgement

The Documents requested below must only be sent to the Registrar and not to Bhagwan Investments and Traders Limited and / or to Weizmann Capital Ltd, Manager to the Offer or to the Acquirers.

1. Form of Acceptance duly filled and signed.

2. Original Share Certificate(s).

3. Valid Share Transfer Form(s), duly filled and signed (by all the shareholders in case the shares are in joint names) as per the specimen signature(s) lodged with BI&TL and witnessed. One blank Share Transfer Form for every thousand shares or part thereof held by each shareholder is enclosed along with this Letter of Offer.

4. In case the shares stand in the name of a sole shareholder, who is deceased, the notarised certified copy of the legal representation obtained from a competent court.

The Share Certificate(s) and Share Transfer Form(s) submitted by the acceptors of this offer will be held in trust by the Registrar to the Offer for the acceptors of this offer, till such time the Acquirers pay the consideration amount. The Acquirers will affix share transfer stamps and the charges for the same shall be borne by the Acquirers.

In case the shareholder has already sold his shares, he may kindly pass on this offer document to the transferee or to the broker. Unregistered owners of shares of BI&TL, whose name do not appear in the Register of Members of BI&TL on the Specified Date and who wish to tender their shares should communicate their applications / acceptance in writing to the Registrar to the Offer together with the relevant share certificates, transfer deeds and original contract note issued by a registered broker of a recognised stock exchange through whom the said equity shares were acquired. No indemnity is required from unregistered Shareholders. In case of non-acceptance of invalid offers by the Acquirers the relevant Share certificates shall be returned by Registered Post.

In case of non-receipt of the document or in case of unregistered owners, the eligible person may send his consent to the Registrar to the offer on a plain paper stating the name, address, number of shares held, distinctive numbers, certificate numbers, folio number and the number of equity shares offered along with the documents as mentioned above, so as to reach the Registrar on or before the Closure of the Offer.

The Letter of offer along with the Form of Acceptance Cum Acknowledgement would also be available at Sebi web site www.sebi.gov.in from the date of Opening of the Offer. Eligible persons to the offer may download these forms for their use.

If the number of equity shares offered by the shareholders are more than the offer size, then the acquisition from each shareholder will be as per Regulation 21(6) of SEBI (SAST) Regulations, 1997 on a proportional basis in such a way that acquisition from a shareholder shall not be less than marketable lot or the entire holding if it is less than the marketable lot. The marketable lot for the equity shares of BI&TL is 100. In case of acceptance on proportional basis, the unaccepted Share certificates, transfer deeds and other documents, if any will be returned by registered post at the shareholders / unregistered holders sole risk.

In case of non-receipt of statutory approvals within time, SEBI has the power to grant extension of time to the Acquirers for payment of consideration to the shareholders subject to the Acquirers agreeing to pay interest, as may be directed by SEBI in accordance with Regulation 22(12) of the Regulations.

None of the Shares of BI&TL are in demat mode as the company has not till date established connectivity with both National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd (CDSL)

On fulfilment of the conditions herein mentioned, the Acquirers will pay the consideration by crossed and order "a/c payee only" cheque/Demand draft favouring the shareholder or the first named shareholder in case of joint names and would be sent by Registered Post or delivery in-person or by courier, to the shareholders of BI&TL whose acceptance to the offer are accepted by the Acquirers.

All valid responses will be accepted and the consideration for shares accepted by the Acquirers will be paid by Account payee cheques / demand drafts in favour of the first named shareholder by 11^th June, 2002 and will be sent by Registered Post or delivery in-person or by courier at the shareholders / unregistered owner's address. The share certificates, transfer deeds and other document, if any, in all other cases will be returned by Registered Post at the shareholders / unregistered owner's address by 11^th June, 2002.

8. DOCUMENTS FOR INSPECTION.

Copies of the following documents will be available for inspection at the office of the manager to the offer on any working day between 11.00 a.m. to 4.00 p.m. until the offer closes.

1. Certificate from Salim A. Kantawalla, Partner of Kantawalla & Co., Chartered Accountants certifying the Net worth of the Acquirers.

2. Certificate from Salim A. Kantawalla, Partner of Kantawalla & Co., Chartered Accountants, Mumbai certifying the adequacy of financial resources with the Acquirers to fulfil the open offer obligations.

3. Audited Annual Report of BI&TL for the last 3 years and subsequent Audited Balance sheet as on 8^th February, 2002.

4. Confirmation from the Bank with respect to the amount deposited in Escrow Account and the lien in favour of “The Manager to the Offer”.

5. Copy of the MoU dated 5^h March, 2002 between the Acquirers and the Sellers.

6. A Published copy of the Public Announcement and subsequent corrigendum.

7. SEBI’s Observation Letter No. FITTC/TO/RC/5425 dated 4^thApril, 2002.

9. DECLARATION BY THE ACQUIRERS

The Acquirer namely Mr. Hussain Abbas Rassai and Mrs. Sakina Akeel Rassai do hereby jointly and severally accept the responsibility for the information contained in this Letter of Offer and also for the obligations of the Acquirers as laid down in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

________________________

Mr. Hussain Abbas Rassai

(ACQUIRER)

________________________

Mrs. Sakina Akeel Rassai

(ACQUIRER)

PLACE: Mumbai.

DATE: 15^th April, 2002

Encl. :

1. Form of Acceptance cum Acknowledgement.

2. Transfer deed.

FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT

From :

Name :

Full Address :

To,

SHAREPRO SERVICES

Satam Estate, 3^rd Floor,

Above Bank of Baroda,

Cardinal Gracious Road,

Chakala, Andheri – East,

Mumbai – 400 099,

Dear Sir,

Sub : Open Offer for purchase upto 48,000 Equity shares of Bhagwan Investment and Trades Limited (BI&TL) representing up to 20 % of the voting capital of BI&TL at an offer price of Rs.10/- per fully paid-up share by Mr. Hussain Abbas Rassai and Mrs. Sakina Akeel Rassai.

I/We refer to the letter of offer dated 15^th April, 2002 for acquiring the equity shares held by me/us in BI&TL .

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 shares in physical form, 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:

Sr. No.	Ledger Folio No.	Certificate No.	Distinctive Nos.	No. of shares



Total number of equity shares

I / We confirm that the equity shares of BI&TL 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 will be held in trust for me/us by the Registrar to the offer until the time the acquirer gives the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the acquirer will pay the purchase consideration only after verification of the documents and signatures.

I/We authorise the Acquirer to accept the shares so offered which they may decide to accept in consultation with the merchant banker and in terms of the Letter of Offer and I/We further authorise the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirer to send by registered post the draft/cheque, in settlement of the amount to the sole/first holder at the address mentioned below.

Yours faithfully,

Signed and Delivered

Full Names (s) of the holders	Address	Signature
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note : In case of joint holdings all must sign. A Corporation must affix its common seal

Place :

Date :

So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of bank account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

Name of the Bank Branch______________________ Account Number________

Savings/Current/(Others; please specify).

-----------------------------------------------------Tear along this line -----------------------------------

For shares tendered against open offer made by Mr. Hussain A. Rassai and Mrs. Sakina A. Rassai.

(To be filled in by the applicant / shareholder)

Acknowledgement slip

Received from Mr. / Ms. __________________________

Folio No. _______________

Number of certificates Enclosed ____________

Certificate Numbers ________________________

Total number of shares Enclosed _____________

Stamp of collection Centre

Signature of Official

Date of Receipt

Note : All future correspondence, if any, should be addressed to Registrar To The Offer Sharepro Services, Satam Estate, 3^rd Floor, Above Bank of Baroda, Cardinal Gracious Road, Chakala, Andheri – East, Mumbai – 400 099, Tel : 8215168, Fax No.8375646, E-mail : sharepro@vsnl.com

AND

MAKE AN OFFER AT Rs.10.00/- (RUPEES TEN ONLY) PER EQUITY SHARE IN CASH

Mr. Hussain Abbas Rassai

And

Price of Rs.10/- (Rupees Ten only) per share

Letter of Offer

Sharepro Services