LETTER OF OFFER

This Document is Important and requires your Immediate Attention

This Letter of Offer is sent to you as Shareholder(s) of M/s. Kapil Cotex Limited. If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Merchant Banker/ Manager 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 Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

a)	Name & Address of the Acquirer Name & Address of the Persons acting in concert (PACs)	M/s. S.R.V. Telecom Pvt. Ltd 9/20, 14^th ‘E’ Cross, Industrial Town, Rajaji Nagar, Bangalore – 560 044 Tel No: 080 340 0663 Fax No: 080 330 3143 Mr. E.K. Surendran Mr. E.K. Sanjeev Ms. Y. Nirmala Reddy #128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079 Tel No: 080 322 1457 Fax No: 080 330 3143 Mr.M Vasudeesha #104, 4^th Cross, Canara Bank Colony, Bangalore – 560 072 Tel No: 080 860 4684 Fax No: 080 330 3143 Mr. C.K. Vincent #67/42, 1^st Cross, Srinivasanagar, Pattegharpalya, Nagarabhavi Main Road, Bangalore – 560 072 Tel No: 080 338 9295 Fax No: 080 330 3143 Mr. M. Sudarshana #244/9, Sannadhi, Gurumurthy Reddy Layout, 3^rd Block, Ramamurthy Nagar, Bangalore – 560 016 Tel No: 080 565 1710 Fax No: 080 330 3143 Mr. V.S. Prasad # 755, 5^th Cross, 3^rd Stage, BEML Layout, Raja Rajeshwari Nagar, Bangalore – 560 039 Tel No: 080 860 1755 Fax No: 080 330 3143
b)	Name & Address of the registered office of the Target Company.	M/s. Kapil Cotex Limited 354, Kalbadevi Road, Kalyan Bhavan, 2^nd Floor, Near Swadesi Market, Mumbai – 400002 Tel No.: 022 22065573
c)	Number and Percentage of Equity Shares of the Target Company proposed to be Acquired by the Acquirer through the open offer.	48,000 fully paid up Equity Shares being 20% of Voting Capital from existing shareholders.
d)	Offer Price & Mode of Payment.	Rs. 15/- per share for each fully paid up Equity share payable in Cash.
e)	This Letter of Offer is made pursuant to Regulation 10 & 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
f)	The offer is not conditional.
g)	“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.: Feb 28, 2003 Saturday by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).
h)	Upward revision of offer, if any, would be informed by way of P.A. on or before 21.02.03 in respect of such changes in all the newspapers in which the original public announcement was made. The Acquirer shall pay the revised price for all the shares tendered any time during the offer.
i)	If there is a competitive bid : - The public offers under all the subsisting bids shall close on the same date. As the offer price can not be revised during 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 acceptances accordingly.
j)	The Letter of Offer (including Form of Acceptance cum acknowledgement) is also available on the SEBI website (www.sebi.gov.in ).

MANAGER TO THE OFFER

Aryaman Financial Services Limited

35, Atlanta, 3^rd Floor,

Nariman Point, Mumbai - 400 021.

Tel. : 022-2282 64 65/66, 2288 31 34

Fax : 022-2282 64 67

Contact Person : Ms. Radha Kirthivasan

e-mail : aryaman@bom2.vsnl.net.in

SCHEDULE OF ACTIVITIES:

ACTIVITY	DAY & DATE
Public Announcement	07.12.02, Saturday
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	16.12.02, Monday
Last date for a Competitive Bid	28.12.02, Saturday
Date by which Letter of Offer to be posted to the shareholders.	20.01.03, Monday
Date of Opening of the Offer	04.02.03, Tuesday
Last date for revising the offer price / Number of shares	21.02.03, Friday
Last date for withdrawal of acceptance by the shareholders	28.02.03, Friday
Date of Closure of the Offer	05.03.03, Wednesday
Date by which acceptance/ rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be despatched/ credited.	03.04.03, Thursday

INDEX

PARTICULARS	PAGE NO.
Disclaimer Clause	4
Details of the Offer	4
Background of the Acquirer	5
Disclosure in terms of Regulation 16(ix)	9
Background of the Target Company	9
Offer Price and Financial Arrangements	12
Terms & Conditions of the Offer	14
Procedure for Acceptance and Settlement of the Offer	15
Documents for Inspection	16
Declaration by the Acquirer (including PACs)	16

1. DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:-

ACQUIRER	M/s. S.R.V. Telecom Pvt. Ltd
PERSONS ACTING IN CONCERT	Mr. E.K. Surendran Mr. E.K. Sanjeev Ms. Y. Nirmala Reddy Mr.M Vasudeesha Mr. C.K. Vincent Mr. M. Sudarshana Mr. V.S. Prasad
TARGET COMPANY / KCL	M/s. Kapil Cotex Ltd.
FORM OF ACCEPTANCE	The form of application cum acknowledgement and authority, which is enclosed with this Letter of Offer.
LOF	This Letter of Offer.
PUBLIC ANNOUNCEMENT (PA)	Announcement of the offer issued in newspapers on 07/12/02.
TAKEOVER REGULATIONS	Securities And Exchange Board Of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.
SEBI	Securities And Exchange Board Of India
OFFER PRICE	Rs. 15/- (Rupees Fifteen only) per share for fully paid-up equity shares.
MANAGER TO THE OFFER	Aryaman Financial Services Limited.
BSE	The Stock Exchange, Mumbai
PERSONS ELIGIBLE TO PARTICIPATE	All shareholders of KCL registered and unregistered who own the shares at any time prior to the closure of the offer, except Parties to the agreement, and the Acquirer (including PACs)

2. DISCLAIMER CLAUSE

"IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF DRAFT LETTER OF OFFER WITH 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. KAPIL COTEX LTD. TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRER (INCLUDING PACS), OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE ACQUIRER (INCLUDING PACS) IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRER (INCLUDING PACS) DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S.ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 19.12.02 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDEMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER (INCLUDING PACS) FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER."

3. DETAILS OF THE OFFER

3.1 BACKGROUND OF THE OFFER

1. This Open Offer is being made pursuant to the Regulation 10 and 12 and other provisions of Chapter III of and in compliance with the Securities & Exchange Board of India, (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 and subsequent amendments thereof for substantial acquisition of shares and management control of the Target Company.

2. The Acquirer has entered into agreement dated 04.12.02 (“Acquisition Agreement”) to acquire by private negotiations from Mr. Daulal Mohta, Smt Indudevi Mohta & Mr. Kapil Kumar Mohta having their office at 354, Kalbadevi Road, Kalyan Bhavan, 2^nd Floor, Near Swadesi Market, Mumbai - 400002 (hereinafter referred to as “Vendors”), a total of 92,250 equity shares of Rs. 10 each representing 38.44% of the voting capital of KCL for cash at a price of Rs.13/- per share.

3. The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs. 11,99,250 shall be paid at the time of completion of all the takeover formalities. The agreement dated 04.12.02 contains a clause that it is subject to the provisions of SEBI (SAST) Regulation and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendor or the Acquirer.

4. As on the date of the agreement, the Acquirer (including PACs) do not hold any shares of the Target Company.

5. The proposed change in control is not through any arrangement.

6. Based on the information available from the Acquirer and the Target Company, neither the Acquirer (including PACs) nor the Target Company have been prohibited by SEBI from dealing in securities in terms of the direction issued u/s 11B of SEBI Act or under any of the regulation made under the SEBI Act.

7. The Composition of the Board of Directors in KCL, post-acquisition and Offer shall be determined on completion of all formalities relating to the Offer.

3.2 DETAILS OF THE PROPOSED OFFER

1. The public announcement was made by the Acquirer on 07.12.02 in compliance with Regulation 15 of the Takeover Regulations in Business Standard (English Daily), Navbharat (Hindi Daily) and Tarun Bharat (Regional – Marathi Daily). The Public Announcement is also available on the SEBI website at www.sebi.gov.in

2. The Offer is to acquire upto 48,000 fully paid up equity shares being 20% of the voting share capital at a price of Rs. 15/- per share from existing share holders. The payment to the shareholders whose shares have been accepted shall be by cash and will be paid by cheque / demand draft.

3. The Acquirer (including PACs) have not acquired any shares of the target company after the date of P.A. and upto the date of this LOF.

3.3 Object of the acquisition /offer

The offer to the Shareholders of KCL has been made pursuant to Regulation 10 and 12 other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights of the company and for change in the management control.

4. BACKGROUND OF THE ACQUIRER INCLUDING PACS

4.1 Information about the Acquirer

(i) Since the Acquirer (including PACs) have not acquired any shares in the target company till date, the compliance with provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 is not applicable.

(ii) The Acquirer (including PACs) have 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 Regulation made under the SEBI Act.

(iii) The Acquirer is not a Sick Industrial Company within the meaning of clause (o) of Sub-section (I) of section 3 of the Sick Industries Companies (Special Provision) Act, 1985.

(iv) There has been no agreement between the Acquirer and the PACs as regards the open offer.

M/s S.R.V. Telecom Pvt. Ltd. (SRVT)

a. SRVT was incorporated as a private limited company on April 28, 1995 under the Companies Act, 1956. The registered office of the Company is situated at 9/20, 14^th ‘E’ Cross, Industrial Town, Rajaji Nagar, Bangalore – 560 044.

b. The company has been promoted by Mr. E.K. Surendran, Mr. E.K. Sanjeev and Ms. Y. Nirmala Reddy. The directors of the company are Mr. E.K. Surendran, Mr. E.K. Sanjeev, Ms. Y. Nirmala Reddy, Mr. C.K. Vincent, Mr. M. Vasudeesha, Mr. S.V. Prasad and Mr. M. Sudharshana. The Company is not listed on any Stock Exchange.

c. The company is engaged in the business of manufacture of telecom products. The company is a leading supplier of telecom products to the Telecommunication market of Bharat Sanchar Nigam Ltd., Mahanagar Telephone Nigam Ltd., and other Telecom Factories.

d. The Company has not acquired any shares of KCL till date and hence the compliance with Chapter II of SEBI Takeover Regulations is not applicable in this case.

e. Shareholding pattern :

Sr.No	Shareholder`s category	No. of shares held	Percentage of shares held (%)
1.	Promoters	32,23,200*	100.00
2.	FII/Mutual Funds /Fis/Banks	--	--
3.	Public	--	--
	Total Paid up Capital	32,23,200 *	100.00

* out of this 1223200 shares are pending allotment to the directors of the company.

f. BOARD OF DIRECTORS

The composition of Board of Directors as on the date of the public announcement is as follows:

Name	Residential Address
Mr. E.K. Surendran	#128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079
Mr. E.K. Sanjeev	#128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079
Ms. Y. Nirmala Reddy	#128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079
Mr.M Vasudeesha	#104, 4^th Cross, Canara Bank Colony, Bangalore – 560 072
Mr. C.K. Vincent	#67/42, 1^st Cross, Srinivasanagar, Pattegharpalya, Nagarabhavi Main Road, Bangalore – 560 072
Mr. M. Sudarshana	#244/9, Sannadhi, Gurumurthy Reddy Layout, 3^rd Block, Ramamurthy Nagar, Bangalore – 560 016
Mr. V.S. Prasad	# 755, 5^th Cross, 3^rd Stage, BEML Layout, Raja Rajeshwari Nagar, Bangalore – 560 039

g. FINANCIAL HIGHLIGHTS

(i) Profit & Loss Statement (Audited) :-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Income from Operations	2841.16	1876.37	1669.26
Other Income	39.34	19.21	10.90
Total Income	2881.10	1895.58	1680.16
Total Expenditure	2787.98	1784.02	1485.36
Profit before Tax	93.12	111.56	194.80
Provision for taxation	22.00	30.18	77.00
Short provision of income tax for the previous year	1.02	--	20.77
Net Profit for the year	70.10	81.38	97.03
Profit b/f previous year	109.97	91.73	54.70
Transferred to General Reserve	7.11	13.14	-
Profit c/f to balance sheet	92.96	109.97	91.73

(ii) Balance Sheet Statement (Audited):-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Source of Funds:-
Paid up Share Capital	322.32	200.00	30.00
Reserves & Surplus (excluding revaluation reserves)	113.21	123.11	91.73
Net Worth	435.53	323.11	121.73
Secured Loans	639.77	445.83	116.03
Unsecured Loans	93.83	10.16	85.00
TOTAL	1169.13	779.10	322.76
Uses of Funds:-
Net Fixed Assets	508.46	403.28	122.49
Capital Work in progress	0.52	--	5.00
Investments	21.44	21.44	21.44
Net working capital	610.41	343.73	161.84
Misc. Expend not W/O	28.30	10.65	11.99
TOTAL	1169.13	779.10	322.76

(iii) Other Financial Data :-

PARTICULARS	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Dividend %	40%	25%	200%
Earning per share (Rs.)	3.50	4.07	32.34
Return on Net Worth (%)	22.38%	25.18%	79.97%
Book Value per share (Rs.)	15.66	16.15	40.57

(iv) Unaudited certified Financial results for the 6 months period ended September 2002

(Rs in Lacs)

PARTICULARS	6 MONTHS PERIOD ENDED 30.09.02
Net Sales/ Income from Operations	677.44
Other Income	14.29
Total Income	691.73
Total Expenditure	603.24
PBDIT	88.49
Interest	38.74
Depreciation	30.54
Profit / (Loss) before Tax	19.21

As per certificate received from the chartered accountants M/s. Yadu & Co dated December 14, 2002, it has been certified that :

No adjustments / rectification was warranted for any incorrect accounting policies or failures to make provisions or other adjustments nor was any audit qualifications made to the accounts.
No material amounts relating to adjustments for last three years other than short provisions for taxation were made. Short provisions for taxations were duly disclosed in the Profit and Loss Accounts as adjustment after arriving at the profits of the year, in which they were disclosed.
No changes in accounting policy were made during the last three years as the company followed a uniform accounting policy and hence the profits of those years require no re-computation.
No extraordinary items were considered in the Statement of Profit or Loss and hence the profits disclosed are correct.
The statement of assets and liabilities has been prepared in accordance with the accepted accounting practices and it is confirmed that no revaluation reserve account has been created in the company so far.

4.2 Information about PACs

Apart from the Acquirer, Mr. E.K. Surendran, Mr. E.K. Sanjeev, Ms. Y. Nirmala Reddy, Mr.M Vasudeesha, Mr. C.K. Vincent, Mr. M. Sudarshana and Mr. V.S. Prasad are the Persons Acting in Concert (PACs) for the purpose of this offer in terms of Regulation 2 (e) of the SEBI (SAST) Regulations. The PACs are related to each other to the extent that they are the directors in the Acquirer company. The details of the PACs are as under:

1. Mr. E.K. Surendran,

a. Mr. E.K. Surendran, aged 46 years is residing at #128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079. He is the Managing Director of SRVT. He has done his B.E.(Elec) and has 27 years of experience in the manufacturing industry, first as an employee of National Areonautical Laboratory [ 6 Years] and later as an entrepreneur.

b. He is not on the board of any listed company nor has he promoted any company other than SRVT.

c. The Net worth of Mr. E.K. Surendran as on 31/03/2002 is Rs.202.13 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 548 7491.

2. Mr. E.K. Sanjeev

a. Mr. E.K. Sanjeev aged 37 years is residing at #128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079. He is the Director in SRVT. He has done Diploma in Mechanical Engineering and has over 15 years of experience in the manufacturing industry, as Promoter of the units there in.

b. He is not on the board of any listed company nor has he promoted any company other than SRVT.

c. The Net worth of Mr. E.K. Sanjeev as on 31/03/2002 is Rs. 113.04 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax:080 548 7491.

3. Ms. Y. Nirmala Reddy

a. Ms. Nirmala Reddy, aged 39 years is residing at #128, Gruhalakshmi Layout, Basaveshwaranagar, 2^nd Stage, Bangalore – 560 079. She is the Director of SRVT. She is a graduate in arts and has around 14 years of business experience in corporate management and corporate planning..

b. She is not on the board of any listed company nor has she promoted any company other than SRVT.

c. The Net worth of Ms. Nirmala Reddy as on 31/03/2002 is Rs.178.63 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 080 548 7491.

4. Mr. M Vasudeesha

a. Mr. M. Vasudeesha, aged 43years is residing at #104, 4^th Cross, Canara Bank Colony, Bangalore – 560 072. He is the Director of SRVT. He is a graduate in commerce and has done Diploma in Business Administration. He has 17 years of business experience in marketing.

b. He is not on the board of any listed company nor has he promoted any company.

c. The Net worth of Mr. M. Vasudeesha as on 31/03/2002 is Rs. 17.32 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 080 548 7491.

5. Mr. C.K. Vincent

a. Mr. C.K.Vincent, aged 44 years is residing at #67/42, 1^st Cross, Srinivasanagar, Pattegharpalya, Nagarabhavi Main Road, Bangalore – 560 072. He is the Director of SRVT. He has done Diploma in Mechanical Engineering and has around 22 years of experience in engineering and design.

b. He is not on the board of any listed company nor has he promoted any company.

c. The Net worth of Mr. C.K.Vincent as on 31/03/2002 is Rs.19.32 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 080 548 7491.

6. Mr. M. Sudarshana

a. Mr. Sudarshana, aged 55 years is residing at #244/9, Sannadhi, Gurumurthy Reddy Layout, 3^rd Block, Ramamurthy Nagar, Bangalore – 560 016. He is the Director in SRVT. He is an Electronics Engineer and has 32 years of experience in the telecommunication industry – telephone manufacture.

b. He is not on the board of any listed company nor has he promoted any company.

c. The Net worth of Mr. Sudarshana as on 31/03/2002 is Rs. 8.62 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 21170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 080 548 7491.

7. Mr. V.S. Prasad

a. Mr. V.S. Prasad, aged 50 years is residing at # 755, 5^th Cross, 3^rd Stage, BEML Layout, Raja Rajeshwari Nagar, Bangalore – 560 039. He is the Director in SRVT. He is an Electronics Engineer and has 29 years of experience in Quality Assurance and R & D.

b. He is not on the board of any listed company nor has he promoted any company.

c. The Net worth of Mr. V S Prasad as on 31/03/2002 is Rs.9.32 lacs as certified by M/s. Yadu & Co, Chartered Accountants [membership no. of Mr. V.N. Yadunath, Proprietor is 221170], having their office at # 25, Muddappa Road, P.O. M.S. Nagar, Bangalore – 560 033 Telephone No. : 080 547 1838 & 080 548 4484 ; Fax: 080 548 7491.

5. DISCLOSURE IN TERMS OF REGULATION 16 (ix)

This offer is being made pursuant to Regulation 10 and 12 and other provisions of Chapter III and in compliance with the regulations for the purposes of substantial acquisition of voting rights and acquire management control.

The Acquirer does not have any intention to dispose of or otherwise encumber any assets of KCL in the next two years from the date of closure of the offer, except in the ordinary course of business of KCL with the prior approval of the shareholders.

6. BACKGROUND OF THE TARGET COMPANY.

KAPIL COTEX LIMITED (KCL)

1. KCL is a Public Limited Company having its Registered Office at 354, Kalbadevi Road, Kalyan Bhavan, 2^nd Floor, Near Swadesi Market, Mumbai – 400 020. The company was incorporated on October 14, 1983 and obtained Certificate of Incorporation on May 21, 1984. The present promoters of the company are Mr. Daulal Mohta and associates. The directors of the company are Mr. Daulal Mohta, Mr. Rajendra Mohta, Mrs. Indumati Mohta, Mr. Kailash Singhania and Mr. Radheshyam Bagri

2. The Authorised Share Capital of the company as on 31.03.02 was Rs. 25.00 lacs, divided into 2.50 lac equity shares of Rs. 10/- each. The Issued and subscribed capital of the company is Rs. 24.00 lacs divided into 2,40,000 equity shares of Rs. 10/- each. The equity shares of KCL are listed on the Mumbai Stock Exchange. There are no partly paid up shares in the company.

3. KCL was incorporated with the main objects to carry on the business of manufacturing and dealing in textile materials. The certificate of commencement of business was obtained by the company on May 21, 1984 and since then the company has been carrying on trading business. The company was also appointed as consignment agent for Centruy Enka Ltd. for selling their yarns. The company had come out with a public issue during August 1984 with the main objects of funding the working capital requirements.

4. Share Capital structure

PAID-UP EQUITY SHARES OF TARGET COMPANY	NO. OF SHARES /VOTING RIGHTS	%AGE OF SHARES / VOTING RIGHTS (%)
Promoters	96,000	40.00
Public	1,44,000	60.00
TOTAL	2,40,000	100.00

There are no outstanding convertible instruments (warrants/ FCDs /PCDs) etc.

5. Compliance with listing and other statutory requirements:

As informed by the Target company as regards the status of compliance with the listing requirement, the Target Company, and its promoters have presently complied with all the requirements to the extent applicable with The Mumbai Stock Exchange.

The company, nor its promoters nor the directors have been barred by SEBI to deal in securities in terms of directions issued u/s. 11B of the SEBI Act.

The company has complied with all the provisions of chapter II of SEBI (SAST), Regulations 1997 except for provisions under regulation 6(2) & 6(4) which are being complied under SEBI (Regularization) Scheme

6. BOARD OF DIRECTORS

The composition of Board of Directors as on the date of Public Announcement is as follows:

Name	Address
Mr. Daulal Mohta	Shivtirth No. 1, East wing, 5^th floor, Bhulabhai Desai Road, Mumbai
Mr. Rajendra Mohta	10/296, A-1, Bunglow Road, Ichhalkaranchi, Kolhapur, Maharashtra – 416 115
Ms. Indumati Mohta	Shivtirth No. 1, East wing, 5^th floor, Bhulabhai Desai Road, Mumbai
Mr. Kailash Singhania	301/302, Chintamania, P.T. Garden, Kandivili West, Mumbai – 400 067
Mr. Radheshyam Bagri	Malbar Apartmetns, Flat No. 6D, Nepeansea Road, Mumbai 400 036

There has been no merger / demerger, spin off relating to the company during last 3 years.

7. FINANCIAL HIGHLIGHTS

(i) Profit & Loss Statement (Audited):-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
Total Income	41.75	24.72	33.90
Total Expenditure	40.11	22.13	31.24
PBDIT	1.64	2.59	2.66
Depreciation	0.15	0.24	0.39
Interest	--	--	--
Profit before Tax	1.49	2.35	2.27
Provision for taxation	0.55	0.95	0.85
Profit After Tax	0.94	1.39	1.42
Add: Excess Prov. of earlier year	--	--	--
Prior Period Adjustments	(0.07)	(0.09)	(0.05)
Surplus Brought forward	8.59	7.29	5.87
Appropriations:
Proposed Interim Dividend	--	--	--
Corporate Dividend Tax	--	--	--
Transfer to Balance Sheet	9.46	8.59	7.24

(ii) Balance Sheet Statement(Audited) :-

(Rs in lacs)

PARTICULARS	YEAR ENDED 31/03/2002	YEAR ENDED 31/03/2001	YEAR ENDED 31/03/2000
*Source of Funds :-*
Paid up Share Capital	24.00	24.00	24.00
Reserves & Surplus (excluding revaluation reserves)	9.46	8.59	7.24
Revaluation Reserve	--	--	--
Net Worth (excluding revaluation reserve)	33.46	32.59	31.24
Secured Loans	--	--	--
Unsecured Loans	--	4.75	--
Deffered Tax Liability	--	--
TOTAL	33.46	37.34	31.24
*Uses of Funds :-*
Net Fixed Assets	0.48	0.63	0.86
Capital Work in Progress	--	--	--
Investments	--	--	--
Net Current Assets	32.98	36.71	30.38
Misc. Expend not W/O	--	--	--
TOTAL	33.46	37.34	31.24

(iii) Other Financial Data :-

PARTICULARS	YEAR ENDED 31/03/02 (AUDITED)	YEAR ENDED 31/03/01 (AUDITED)	YEAR ENDED 31/03/00 (AUDITED)
Dividend (%)	--	--	--
Earning Per Share (Rs)	0.39	0.58	0.59
Return on Net Worth (%)	2.81%	4.26%	4.54%
Book Value per Share (Rs)	13.94	13.58	13.02

(iv) Unaudited Provisional Financial results for the six months ended 30.09.2002 is as under:

(Rs in lacs)

PARTICULARS	SIX MONTHS ENDED 30.09.02
Net Sales/ Income from Operations	8.87
Other Income	1.08
Total Income	9.95
Less: Total Expenditure
Increase / Decrease in Stock in Trade	(8.95)
Consumption in Raw material	--
Staff cost	0.30
Other Expenses	0.64
Interest	--
Depreciation	0.07
Profit / (Loss) before Tax	(0.01)
Less : Provision for Taxation including Dividend Tax	--
Net Profit/ Loss	(0.01)
Paid up equity share capital (Face value Rs. 10 per share)	24.00

8. Pre and Post offer shareholding pattern of the Target Company is as follows: -

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)

Shareholding &

Voting Rights after the acquisition

and offer i.e.

(D)

No.

1) Promoter Group

a) Parties to agreement, if any

b) Promoters other than (a) above

Total 1(a+b)

92250

3750

96000

38.44

1.56

40.00

(92250)

(38.44)

(3750)

(1.56)

2) Acquirer (including PACs)

a) Acquirer

b)PACs

Total 2 (a+b)

92250

38.44

48000

20.00

140250

58.44

3) Parties to agreement

other than 1(a) and 2

4) Public (other than parties to agreement, acquirer& PACs)

a.Fis/MFs/FIIs/Banks, SFIs

b. Others

Total 4 (a+b)

144000

60.00

(44250)

(18.44)

99750

41.56

Total (1+2+3+4)

240000

100.00

240000

100.00

The Acquirer (including PACs) has not acquired any shares of the target company after the Public Announcement till the date of Letter of offer. The Target Company is not a sick Industrial company within the meaning of clause (o) of Sub-Section (I) of Section 3 of the Sick Industries Companies (Special Provision) Act, 1985. The total number of shareholders in Public Category is 120.

The promoters other than in point 1 (a), holding 1.56% of the paid up capital of the target company are eligible to participate in the offer.

7. OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1. JUSTIFICATION OF OFFER PRICE

1. The equity shares of the Target Company are listed on the Mumbai Stock Exchange.

2. There was no trading turnover in the shares of the target company during the preceding 6 calendar months prior to the month in which this public announcement is made. The last traded price of the share on the Stock Exchange at Mumbai was on October 10, 1996 at Rs. 26.30 and the number of shares traded were 50. The details of shares traded during the 6 calendar months prior to the month in which PA was made is as under :

NAME OF THE STOCK EXCHANGES	TOTAL NO. OF SHARES TRADED DURING THE 6 CALENDAR MONTHS PRIOR TO THE MONTH IN WHICH PA WAS MADE	TOTAL NO. OF LISTED SHARES	ANNUALIZED TRADING TURNOVER ( IN TERMS OF % TO TOTAL LISTED SHARES )
BSE	Nil	2,40,000	Nil

3. The shares of the company are infrequently traded. The offer price of Rs. 15/- per share has been arrived at as per the Regulation 20 (5) of the SEBI Takeover Regulations taking into account the following:

(a) The negotiated price under the agreement which in this case is Rs. 13/- per share for fully paid shares (Regulation 20(5)(a))

(b) The Acquirer has not acquired any Equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue. (Regulation 20(5)(b))

(c) Other Parameters as on 31.03.2002 such as Book Value of Rs 13.94/-, EPS Rs. 0.39 and Return on Net worth 2.81% (Regulation 20(5)(c))

4. In view of the above, the Offer Price payable under this Offer is in compliance with the Takeover Regulations. All other parameters suggest that the price of Rs. 15/- per equity share for fully paid shares is just and reasonable in terms of the regulation 20(11) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

5. The offer price shall not be less than the highest price paid by the Acquirer (including PACs) for any acquisition of the shares of the Target Company from the date of PA up to 7 working days prior to the closure of the offer (i.e. upto 05.03.03)

7.2 FINANCIAL ARRANGEMENTS

a. The maximum purchase consideration payable by the Acquirer in the case of full acceptance of the offer i.e. 48,000 equity shares is Rs. 7.20 lacs. The Acquirer (including PACs) have adequate and firm financial resources to fulfill the obligations under the open offer. The sources of funds shall be through internal resources of the company. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised.

b. The Acquirer has created a fixed deposit for a sum of Rs. 1.80 lacs with Federal Bank, Dadar – Branch, as an escrow against the total fund requirement of Rs. 7.20 lacs i.e. 25% of the total consideration payable. The Merchant Banker has been empowered to operate the Escrow account in accordance with the Regulations.

c. M/s. Yadu & Co. Chartered Accountants (membership no. of Mr.V.N. Yadunath – M21170), having their office at 25, Muddappa Road, M.S. Nagar, Bangalore – 560 033 have confirmed vide their certificate dated November 22, 2002 that sufficient resources are available to allow the Acquirers to fulfill its obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirer to implement the offer in accordance with the Regulations.

d. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations.

8. TERMS AND CONDITIONS OF THE OFFER

A. Eligibility for accepting the offer

i. This offer is made to all the fully paid equity shareholders (except Acquirer (including PACs) and the parties to the agreement) whose names appeared in the register of shareholders on 16.12.02 (the Specified Date) and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s).

ii. The Acquirer will acquire for cash, Equity Shares of the Target Company to the extent of valid acceptances received under this offer.

iii. The instructions, authorisations and provisions contained in the Form of Acceptance cum Acknowledgement constitute part of the terms of the offer.

iv. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Manager to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach on or before the close of the Offer, i.e. 05.03.03. Accidental omission to dispatch this document to any person to whom this offer is made or non-receipt of this offer shall not invalidate the offer in any way.

v. Acquirer is confident of completing all the formalities pertaining to the Acquisition of the said shares, within 30 days from the date of closure of this offer.

vi. Each Shareholder of KCL to whom this offer is being made, is free to offer his shareholding in KCL, in whole or in part while accepting this offer.

vii. Subject to the conditions governing this offer as mentioned in this offer document, the acceptance of this offer by the shareholder(s) must be absolute and unqualified. Any acceptance to the offer which is conditional or incomplete is liable to be rejected without assigning any reason whatsoever.

viii. The Acquirer including PACs would be responsible for ensuring compliance with the regulations.

ix. The minimum market lot of the company is 50 shares

B. Locked in Shares

i. The offer shall also be applicable to shares under lock-in if any. The acquisition of shares subject to lock in is subject to the continuation of the residual lock in period in the hands of the Acquirer (including PACs). There shall be no discrimination in the acceptances of shares subject to lock in and those not subject to lock in. There is no separate approval required for this purpose.

C. Statutory approvals

i. To the knowledge of the Acquirer (including PACs), no statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirer (including PACs) will not proceed with the Offer.

ii. In case of delay in receipt of any statutory approval, if any, SEBI has the power to grant extension of time to Acquirer (including PACs) for payment of consideration to the shareholders subject to Acquirer (including PACs) agreeing to pay interest as directed by SEBI under Regulation 22(12). If the delay occurs due to the willful default of the Acquirer (including PACs) in obtaining the requisite approvals, Regulation 22(13) will become applicable.

9. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

1. The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the shareholders of KCL (except the Acquirer (including PACs) and parties to the agreement ) whose names appear on the Register of Members of KCL at the close of the business on 16.12.02 (the Specified Date).

2. Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with KCL and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number) to the Manager to the Offer M/s. Aryaman Financial Services Limited., either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 05.03.03 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative obtained from a competent court.

3. All owners of shares, registered or unregistered (except the Acquirer (including PACs) and parties to the agreement), who own the shares at any time prior to the closure of the offer are eligible to participate in the offer. Unregistered owners can send their application in writing to the Manager to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Number of Shares Offered, Distinctive Numbers, Folio No., together with the Original Share Certificate(s), valid transfer deed(s) and a copy of the contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

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

5. 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.

6. Shares, if any, that are the 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.

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER (INCLUDING PACS) OR TO KCL.

The shareholders also have an option to download the form of acceptance from SEBI’s website (www.sebi.gov.in) and apply in the same.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the Registered office of SRVT having their address 9/20, 14^th ‘E’ Cross, Industrial Town, Rajaji Nagar, Bangalore – 560044 on all working days except Saturdays, Sundays and Bank Holidays between 11.00 a.m. and 3.00 p.m. during the Offer Period.

1. Memorandum of Association & Articles of Association (including Certificate of Incorporation) of SRVT

2. Copy of the Public Announcement.

3. Copies of Audited Annual Reports of KCL as at 31.03.2000, 31.03.2001, 31.03.2002 and unaudited six months provisional results for the period ended 30.09.02.

4. Copies of Audited Annual Reports of M/s. SRVT for the three years ended 31.03.2000, 31.03.2001 and 31.03.2002 and unaudited certified results for the six months ending 30.09.02.

5. Copy of certificate from a Chartered Accountant, M/s. Yadu & Co, Chartered Accountants certifying the adequacy of financial resources of the Acquirer to fulfil the offer obligations and the networth of the Acquirer.

6. Copy of certificate from Chartered Accountant – M/s. Yadu & Co ., certifying the networth of the PACs.

7. A letter from Federal Bank confirming the amount kept in the Escrow account and a lien in favour of the Merchant Banker i.e. Aryaman Financial Services Ltd.

8. A copy of the agreement dated 04.12.02 which triggered off the open offer.

9. List of directors of Acquirer (including PACs) company along with their residential addresses.

10. Copy of SEBI letter no. TO/AT/533/02 dated January 8, 2003.

11. DECLARATION

1. The Acquirer (including PACs) having made all reasonable inquiries, accepts responsibility for, and confirms that this letter of offer contains all information with regard to the offer, which is material in the context of the issue, that the information contained in this letter of offer is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

2. Each of the Acquirer (including PACs) would be severally and jointly responsible for ensuring compliance with the Regulations.

3. We hereby declare and confirm that all the relevant provisions of Companies Act, 1956 and all the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997 have been complied with and no statements in the offer document is contrary to the provisions of Companies Act, 1956 and SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997.

Signed by Mr. E.K. Surendran (Authorised vide board resolution dated December 04, 2002) on behalf of himself and the Board of Directors of M/s. S.R.V. Telecom Pvt. Ltd. Acquirer)

sd/-

Mr. E.K. Sanjeev

sd/-

Ms. Y. Nirmala Reddy

sd/-

Mr.M Vasudeesha

sd/-

Mr. C.K. Vincent

sd/-

Mr. M. Sudarshana

sd/-

Mr. V.S. Prasad

sd/-

Date: 15/01/03

Place: Bangalore

Enclosures: (1) Form of Acceptance cum Acknowledgement

(2) Transfer Form

(3) Form of Withdrawal

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(Please send this Form with enclosures to the Manager to the Offer at their address given overleaf)

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

OFFER OPENS ON : 04.02.03	OFFER OPENS ON :
OFFER CLOSES ON: 05.03.03	OFFER CLOSES ON:

From :-

Folio No.: Sr.No.: No of Shares Held

Tel No: Fax No: E-Mail:

To:

Aryaman Financial Services Ltd

Mumbai

Sub.: Open offer for purchase of 48,000 equity shares of Kapil Cotex Ltd. (KCL) representing --20% of the issue and paid up equity share and voting capital at a consideration of Rs 15/- per fully paid up equity shares by SRV Telecom Pvt. Ltd.

Dear Sir,

I/We refer to the Letter of Offer dated 15/01/03 for acquiring the equity shares held by me/us in Kapil Cotex Limited.

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

FOR SHARES HELD IN PHYSICAL FORM :

I/We 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.	Certificate	Distinctive Nos		No of Shares
Sr. No.	Certificate	From	To





Total number of equity shares.

(In case of insufficient space, please use additional sheet and authenticate the same)

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 Manager to the Offer until the time the Acquirer (including PACs) pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer (including PACs) will pay the purchase consideration only after verification of the documents and signatures.

For NRIs/OCBs/FIIs/Foreign Shareholders :

I/We have enclosed the following documents :

ð Reserve Bank of India clearance for acquisition and sale of shares

ð No Objection Certificate

ð Tax Clearance Certificate under Income-Tax Act, 1961.

I/We confirm that the equity shares of KCL which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever.

I/We authorise the Acquirer (including PACs) to accept the shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/We further authorise the Acquirer (including PACs) 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 authorise the Acquirer (including PACs) or the Manager to the Offer to send by registered post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to the sole/first holder at the address mentioned below:

Yours faithfully,

Signed and Delivered:

	FULL NAME(S)	SIGNATURE(S)
First / Sole Shareholder
Second Shareholder
Third Shareholder

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

Address of First/Sole Shareholder ____________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Place : Date:

So as to avoid fraudulent encashment in transit, 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)________________________

Business Hours : Mondays to Friday : 11.00 a.m. to 4.00 p.m.

Holidays : Saturdays, Sundays and Bank Holidays

All queries in this regard to be addressed to the Manager to the Offer at the following address quoting your Folio No.

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

Folio No. Serial No. Acknowledgement Slip

Aryaman Financial Services Ltd.

35, Atlanta,

211, Nariman Point,

Mumbai 400 – 021.

Received from Mr./Ms. _______________________________________________ Signature of Official Stamp of

Address____________________________________________________________ and Date of Receipt Collection Centre

Number of certificate(s) enclosed _____________ Certificate Number(s) _____________

Total number of share(s) enclosed ____________________________________________

Note : All future correspondence, if any should be addressed to Manager to the Offer at the address mentioned behind in this form. The documents referred to above should be sent to any of the collection centres mentioned overleaf.

FORM OF WITHDRAWAL

You have an ‘OPTION TO WITHDRAW’ the acceptance tendered in response to this offer any time upto three working days prior to the date of closure of offer i.e. on or before Friday, 28/02/2003. In case you wish to withdraw your acceptance please use this form.

OFFER SCHEDULE

OFFER OPENS ON : Tuesday, 04/02/2003

LAST DATE OF

WITHDRAWAL : Saturday, 28/02/2003

OFFER CLOSES ON : Wednesday, 05/03/2003

From:

Tel No.

Fax No.:

E-mail:

To,

Aryaman Financial Services Limited

35, Atlanta,

Nariman Point,

Mumbai 400 – 021.

Sub.: Open offer for purchase of 48000 equity shares of Kapil Cotex Limited representing 20.00% of the issue and paid up equity share and voting capital at a consideration of Rs 15.00/-- per fully paid up equity shares by S.R.V. Telecom Pvt. Ltd.and PACs.

Dear Sir,

I/We refer to the Letter of Offer dated 15.01.03 for acquiring the equity shares held by me/us in Kapil Cotex Limited.

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

I/We wish to withdraw our acceptance tendered in response to the said offer. We had deposited/sent our ‘Form of Acceptance’ to you on __________ alongwith 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’)

Sr. No.	Certificate No.	Distinctive No(s)		No. of Shares
		From	To




Total number of equity shares (In case the space provided is inadequate, please attach a separate sheet with the details)

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 held in trust for me/us by you and authorize you not to remit the consideration as mentioned in the Letter of Offer.

I/We authorise the Acquirer to reject the shares so offered which it may decide in consultation with Manager to the Offer and in terms of the Letter of Offer and,

I/We authorise the Acquirer or the Manager to the Offer to send by registered post the original share certificate(s), transfer deed(s) and other documents tendered by me/us to the sole/first holder at the address mentioned below :

Yours faithfully,

Signed

	FULL NAME(S)	SIGNATURE(S)
First/Sole Shareholder
Second Shareholder
Third Shareholder

Address of First/Sole Shareholder ________________________________________________________________________________________________________________________________________

________________________________________________________________________________________________________________________________________

Place: Date:

Note: Incase of joint holdings, all holders must sign. A corporation must affix its common seal.

-------------------------------------------------------TEAR HERE------------------------------------------

Folio No.:		Sr. No.:	(Acknowledgement Slip) Aryaman Financial Services Ltd. 35, Atlanta, Nariman Point, Mumbai 400 – 021.

Received from Mr./Ms.				Signature of Official and Date of Receipt	Stamp of Registrar to the Offer
Address	_______________________________________________
Form of withdrawal in respect of __________ Number of Share Certificates representing _________ number of shares.

ACTIVITY

Name

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

FORM OF WITHDRAWAL

OFFER SCHEDULE