FORM OF WITHDRAWAL CUM AKNOWLEDGEMENT

(All terms and expression used herein shall have the same meaning as described thereto in the Letter of Offer)

(Please send this Form of Acceptance with enclosures to the Registrar to the Offer)	OFFER OPENS ON	February 20, 2006 (Monday)
Please read the instructions overleaf before filling in this Form of Acceptance	OFFER CLOSES ON	March 11, 2006 (Saturday)
	LAST DATE OF WITHDRAWAL	March 7, 2006 (Tuesday)
From:	THIS FORM SHOULD BE USED BY SHAREHOLDERS ONLY FOR EXERCISING THE WITHDRAWAL OPTION AS PROVIDED IN THE LETTER OF OFFER.

                                                                                                                                                                FOR OFFICE USE ONLY

Withdrawal No.
No. of equity share offered
No. of equity share withdrawn

Tel. No.:                                  Fax No.:                                  E-mail:

To,

Mr. Hozef Darukhanawala,

C/o Bigshare Services Private Ltd.

E-2, Ansa Industrial Estate, Sakivihar Road,

Saki Naka, Andheri (East), Mumbai � 400 072.

Dear Sir,

Sub.: Open Offer to acquire 48,714 equity shares of Rs. 10/- each representing 20% of the total voting share capital of Growel Investment Limited, at an offer price of Rs. 33/- (Rupees Thirty Three only) per fully paid-up equity shares of Rs. 10/- by Mr. Hozef Darukhanawala

Withdrawal of shares tendered in the offer:

I/We, refer to the Letter of Offer dated February 13, 2006 for acquiring shares held by me/us in Growel Investment Limited.

1.             I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein.

2.             I/We have read have read the procedure for withdrawal of equity shares tendered by me/us in the Offer as mentioned in the Letter of Offer and unconditionally agree to the terms and conditions mentioned therein.

3.             I/We hereby consent unconditionally and irrevocably to withdraw my/our equity shares from the Offer and I/we further authorize the Acquirer to return to me/ us, tendered equity share certificate(s)/share(s) at my/our sole risk. I/We had deposited our �Form of Acceptance� to you on _______________ along with original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

(Please enclose the Xerox copy of Acknowledgement received for �Form of Acceptance�)

SHARES HELD IN PHYSICAL FORM

Sr. No.	Share Certificate No.	Distinctive Nos.		No. of equity shares
		From	To
1
2
3
Total no of equity shares

4.             I/We note and understand the terms of withdrawal of acceptance and request you to return the original share certificate (s) and valid share transfer deed(s) will be held in trust for me/us and authorise you not to remit the consideration as mentioned in the Letter of Offer.

5.             I/We confirm that all the particulars given above are true and correct.

__________________________________________________TEAR HERE______________________________________________________________

ACKNOWLEDGEMENT SLIP

Bigshare Services Private Ltd.                                        

E-2, Ansa Industrial Estate, Sakivihar Road,                                                                                       Serial No.

Saki Naka, Andheri (East), Mumbai � 400 072.                                                                                 

Received from Mr./Ms./Mrs ______________________________________________________ Ledger Folio No. _______________________________

Address ____________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________

Form of Withdrawal in respect of ______________ no. of equity shares.

Certificates representing _____________________ no. of equity shares.

Authorised Signatory                                                                                                                                                 Stamp

Date:

Note: All future correspondence, if any, should be addressed to the Registrar to the Offer: Bigshare Services Private Ltd., E-2, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (East), Mumbai � 400 072. Tel.: 022-28470652/53, Fax:022-28475207, E-mail: javascript:main.compose('new','t=bigshare@bom7.vsnl.net.in'). Contact Person: Mr. V. Kumareshan

6.             I/We note that upon withdrawal of my/our equity shares from the Offer, no claim or liability shall lie against the Acquirer/ Manager to the Offer/Registrar to the Offer.

7.             I/We note that this Form of Withdrawal should reach the Registrar to the Offer at the address mentioned in the Letter of Offer as per the mode of delivery indicated therein on or before the last date of withdrawal.

8.             I/We note that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the equity shares held in physical form.

9.             I/We also note and understand that the Acquirer shall return original share certificate(s), share transfer deed(s) and equity shares only on completion of verification of the documents and signatures respectively.

Yours faithfully,                                                                                                                       Signed and Delivered

	FULL NAME (S) OF THE HOLDER	SIGNATURE (S)
First/Sole Holder
Joint Holder 1
Joint Holder 2
Joint Holder 3

Note: In case of joint holdings, all holders must sign. In case of body corporate, the company seal should be affixed and necessary Board Resolution should be attached.

Place:                                                                                                                       Date:

INSTRUCTIONS

1.          The Form of Withdrawal cum Acknowledgement should be submitted to Registrar to the Offer as stated in the Letter of Offer either by hand delivery or by registered post. The shareholders are advised to ensure that it reaches to Registrar to Offer before the last date of withdrawal i.e. March 7, 2006 (Tuesday).

2.          Shareholders should enclose the following:

a)            For equity shares held in physical form:- Registered shareholders should enclose.

q       Duly signed and completed Form of Withdrawal.

q       Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D.

q       In case of partial withdrawal, valid share transfer form(s) for the remaining equity shares (i.e. shares not withdrawn) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with GIL and duly witnessed at the appropriate place.

b)            Unregistered owners should enclose:

q       Duly signed and completed Form of Withdrawal.

q       Acknowledgement slip in original/ Copy of the submitted Form of Acceptance cum Acknowledgement in case delivered by Registered A.D.

3.          The withdrawal of equity shares will be available only for the equity shares certificates/the equity shares that have been received by the Registrar to the Offer.

4.          The intimation of returned equity shares to the shareholders will be at the address as per the records of the Target Company as the case may be.

5.          In case of partial withdrawal of equity shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from the Target Company. The facility of partial withdrawal is available only to registered shareholders.

6.          All documents sent by or to shareholders will be at their own risk. Shareholders of GIL are advised to adequately safeguard their interests in this regard.

7.          Neither the Acquirer, the Manager, the Registrar or GIL will be liable for any delay/loss in transit resulting in delayed receipt/non-receipt by the Registrar to the Offer of your original physical share certificate(s) and other enclosures due to inaccurate/incomplete particulars/instructions on your part, or for any other reason.