1. 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 EQUITY SHAREHOLDERS OF NU-TECH CORPORATE SERVICES LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR FINANCIAL SOUNDNESS OF THE ACQUIRERS 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 THE ACQUIRERS ARE 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 ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY.IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, SYSTEMATIX CORPORATE SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 27^th APRIL , 2005 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE.

2. DETAILS OF THE OFFER

2.1 BACKGROUND

2.1.1 The offer is being made in compliance with Regulations 10 & 12 of the Regulations for Substantial Acquisition of shares of IIT and consequent change in control of management of the Company.

2.1.2 On April 9^th2005, the Acquirers entered in to two Share Purchase Agreements – SPA - one with Premodyan Private Limited & Stock Traders Private Limited; and another one with Stanrose Mafatlal Investments and Finance Limited, & Mr.Pradeep Rasesh Mafatlal, to acquire in the aggregate 43,61,597 (Forty Three Lakhs Sixty one Thousand Five Hundred and Ninety Seven Only) fully paid up Equity Shares of Rs 10/each at a Price of Rs 40 Per share, representing 43.62 % of the total paid up equity share capital and voting rights of,”IIT” .The said “ IIT “ holds 37,21,405 no of equity shares Constituting 31.01 % of equity capital of “Nu-tech”.As the Acquisition of shares in “ IIT “ gives the acquires control of 15% or more of NU-TECH the acquirers have triggered obligation of making an open offer to the public share holders of NU-TECH pursuant to regulations 10 & 12 of SEBI (SAST) Regulations.

2.1.3 As there is no agreement to acquire shares in the Target Company and being consequential offer, disclosure of salient features of SPA does not arise.

2.1.4. The Acquirers and “Nu-Tech” Corporate Services Limited and the Promoters have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or any other regulation made under the SEBI Act

2.2 The Offer

2.2.1 Pursuant to the aforesaid Agreement, provisions of The Regulation 10 read with The Regulation 12 have been attracted. The Acquirer announced an open offer under the Regulations, to acquire by tender up to 24,00,001 fully paid-up equity shares of Rs.10/-each of “Nu-Tech” representing 20% of its paid up equity share capital from the shareholders of “Nu-Tech” (other than “Acquirer”) on the terms and subject to the conditions set out below, at a price of Rs.4.34 (Rupees Four and Thirty Four Paisa only per equity share payable in cash . This offer is made for substantial acquisition of shares & change in control pursuant to regulations 10 & 12.

2.2.2. The offer is not subject to any minimum level of acceptance.

2.2.3 The Offer is subject to the terms and conditions set out herein.

2.3 Details of the Proposed Offer

2.3.1 The Public Announcement dated 15^th April ,2005, as per Regulation 15(1) of the Regulations, was made in the following newspapers:

Sl.NO	Name of the Publications	Editions
1	Business Line (English)	All Editions
2	NavBharat (Hindi)	All Editions
3	Tarun Bharat (Marathi)	All Editions

A copy of Public Announcement is also available at SEBI’s website (www.sebi.gov.in)

2.3.2 The Acquirers have announced an open offer under The Regulation 10 read with

The Regulation 12, to the shareholders of “Nu-Tech” to acquire up to 24 00 001 fully paid up equity shares of Rs.10/- each representing 20% of the paid-up capital of the Target Company, at a price of Rs.4.34 /- per equity share (payable in cash) .

2.3.3 The Shares of the Target Company are listed on The Stock Exchange,Mumbai

and The Calcutta Stock exchange Limited. However, the Company has opted for delisting in Calcutta Stock exchange, which is pending approval by Calcutta Stock Exchange. Based on the information available, the Shares of the Target Company are frequently traded on The Stock Exchange, Mumbai, but the shares are infrequently traded on The Calcutta Stock exchange. As the shares of the Target Company are infrequently traded on Calcutta stock exchange, the Regulation 20 (5) of SEBI (SAST) regulation is attracted.

Source: www.bse.india.com) within the meaning of Explanation (1) to Regulation 20(5) of the SEBI (SAST) Regulations.

2.3.4 The Shares to be acquired under this Offer will be acquired free form all liens, charges and encumbrances and together with all rights attached thereto, including rights to all dividends to be declared after all the formalities relating to this Offer are completed.

2.3.5 The Offer is not subject to any minimum level of acceptance and is not a conditional Offer.

2.3.6 The Offer is not a competitive bid.

2.3.7 The Acquirers have not acquired or sold any equity shares of Nu-Tech Corporate Services Limited since the date of the Public Announcement to the date of this Letter of Offer. Any upward revision in the Offer with respect to the Offer Price will be announced in the above-mentioned newspapers and same price would be payable by the Acquirers for all the shares tendered anytime during the Offer.

2.4 OBJECT OF ACQUISITION

2.4.1 On April 9^th2005, the Acquirers entered in to two Share Purchase Agreements – SPA - one with Premodyan Private Limited & Stock Traders Private Limited; and another one with Stanrose Mafatlal Investments and Finance Limited, & Mr.Pradeep Rasesh Mafatlal to acquire in the aggregate 43,61,597 (Forty Three Lakhs Sixty one Thousand Five Hundred and Ninety Seven Only) fully paid up Equity Shares of Rs 10/each at a Price of Rs 40 Per share, representing 43.62 % of the total paid up equity share capital and voting rights of “Industrial Investment Trust Limited,”IIT” .The said “ IIT “ holds 37,21,405 no of equity shares Constituting 31.01 % of equity capital of Nutech.As the Acquisition of shares in “ IIT “ gives the acquires control of 15% or more of NU-TECH the acquirers have triggered obligation of making an open offer to the public share holders of NU-TECH pursuant to regulations 10 & 12 of SEBI (SAST) Regulations.

2.5 PROMOTERS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF CHAPTER II OF SEBI (SAST) REGULATIONS,1997.

The Promoters have complied with the applicable provisions of Chapter II of SEBI(SAST)Regulations,1997.

By PROMOTERS

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		5	6
1	6(1)	20-4-1997	N.A
2	6(3)	20-4-1997	18.4.1997	NIL
3	8(1)	21-4-1998	NA
4	8(2)	21-4-1998	17.4.1998	NIL
5	8(1)	21-4-1999	NA
6	8(2)	21-4-1999	19.4.1999	NIL
7	8(1)	21-4-2000	N.A
8	8(2)	21-4-2000	19.4.2000	NIL
9	8(1)	21-4-2001	N.A
10	8(2)	21-4-2001	19.4.2001	NIL
11	8(1)	21-4-2002	N.A
12	8(2)	21-4-2002	19.4.2002	NIL
13	8(1)	21-4-2003	N.A
14	8(2)	21-4-2003	16.4.2003	NIL
15	8(1)	21-4-2004	N.A
16	8(2)	21-4-2004	16.4.2004	NIL
17	8(1)	21-4-2005	N.A
18	8(2)	21-4-2005	19.4.2005	NIL
19	7(1)&(2)	-	N.A
20	7(1A)&(2)	11.2.2005	11.2.2005	NIL
21	7(1A)&(2)	20.2.2005	18.2.2005	NIL
22	7(1A)&(2)	4.3.2005	3.3.2005	NIL
23	7(1A)&(2)	12.3.2005	11.3.2005	NIL

3 BACKGROUND OF THE ACQUIRERS

a. M/S SUPERSTAR EXPORTS PRIVATE LIMITED

1) SEPL is a Company incorporated on 19^th January 2004 under the Companies Act, 1956, having its registered office at J.K.Somani Building, 2^nd Floor, British Hotel lane Fort, Mumbai-400 023.It is an Unlisted Company.

2) The Present Directors of SEPL are MR.C.P.Khandelwal Mrs.Anju Khandelwal and, Mr.Nikhil Khandelwal

3) The Acquirer company was promoted by Mr. Vijay Dargar and Mr.Sanjay Gupta. The company was later acquired by Mr.C.P.khandelwal who is presently in control of the Company.

4) The Acquirer Company belongs to “Systematix group “. Comprising M/s Systematix Corporate services Limited, M/s Systematix Capital services Limited, M/s Southern Shares and Stocks Limited, M/s Southern Commodities Brokers Private Limited and M/S Shiva Sakthi Real Estate Private Limited

5) Audited financial information of Super Star Exports Private Limited for the financial year ended 31^st March 2003, 2004 and 2005 is as given below:

Profit and Loss Statement

(Rs in Lakhs)

	Year ended March 31,
Particulars	2003	2004	2005
Income from operations	-	-	-
Other Income	-	-	-
Total Income	-	-	-
Total Expenditure		0.048	0.056
PBDIT	-	(0.048)	(0.056)
Depreciation	-	-	-
Interest	-	-	-
Profit Before Tax	-	(0.048)	(0.056)
Provision for Tax	-	-	-
Profit / (Loss) After Tax	-	(0.048)	(0.056)

(Rs in Lakhs)

Balance Sheet Statement	As on March 31,
Particulars	2003	2004	2005

Sources of Funds
Paid up Share Capital	-	1.00	1.00
Reserves and Surplus (excluding Revaluation Reserve)	-	-	-
Misc exp (Profit and Loss A/c)	-	0.13	0.10
Debit balance in Profit & loss account	-	0.05	0.10
Net worth	-	0.82	0.80
Secured Loan	-	-	-
Unsecured Loan	-	-	-
Deferred Tax Liability	-	-	-
Total	-	-	-

Application of Funds
Net fixed Assets	-	-	-
Investments	-	-	-
Net Current Assets	-	0.82	0.80
Total	-	0.82	0.80

OTHER FINANCIAL DATA
Dividend	-	-	-
Earnings Per share (EPS) Profit after tax/ No of Shares	-	(0.48)	(0.56)
Return on Net worth Profit after tax/Net Worth	-	Negative	Negative
Book Value per share Net worth/No of shares	-	8.2	8.0

6) The Net worth of M/s SEPL as on 9^th April 2005 being the date of Execution of SPA is Rs 423.00 Lakhs as Certified by M/s Maharaj N.R.Suresh & Co Chartered accountants No 5 II lane II Main Road Trustpuram Chennai-600 024.

7) Details of Companies Promoted by Acquirers in last 3 years:

During the last three years from the date of PA,the acquirer promoted only one

company:

a) Systematix Capital Services Private Limited

Date of Incorporation:.6.6.2003

Nature of Business: The main object is to carry on the business of merchant banking, assist capital formation,manage,advise,underwrite,sub- underwrite, provide stand by assistance, subscribe to and invest in or arrange to manage,advice,underwrite,sub-underwrite,provide stand by assistance subscribe to and invest in any form of money raising effort offers or instrument or securities by way of shares,stocks,debentures,debenture stocks,bonds,fixed deposit etc.

The following table provides details with regard to the above mentioned

company as on 31^st March 2004.

Particulars
Equity Capital	115000
Reserves&Surplus	258649
Total Income	1620000
Profit After Tax (PAT)	258469
Earning Per Shares Profit after tax/No of Shares	22.47
Net Asset Value Net Worth/No of shares	33.51

8) The Company was incorporated with a main object of carrying on business of traders, distributors, importers; Exporters Etc.The Company intends to pursue the same Line of activities in the financial year 2005-06.

9) Details of Directors are as under:

Name, Age	Appointment Date as Director	Address	Qualification& Experience	Buisness&Financial activities


C.P.Khandelwal 46 Years	12.03.2004	Block C&D 4^th Floor,Ega Trade Centre,No 809 Poonamallee High Road,Kilpauk Chennai-600 010	B.Com , F.C.A 22 Years	Managing Director of Systematix Corporate Services Limited, Catogory 1 Merchant Banker. Director in Southern Shares&stocks Limited (Member of NSE&BSE),Director in Southern Commodities Brokers Private Limited (Member of NCDEX-Commodities Market), Director in Systemaix Capital services Private Limited.
Mrs.Anju Khandelwal 39 Years	1.04.2005	Block C&D 4^th Floor,Ega Trade Centre,No 809 Poonamallee High Road,Kilpauk Chennai-600 010	M.E.Electronics 15 Years	Director of Systematix Corporate Services Limited, Category 1 Merchant Banker. Director in Southern Shares&stocks Limited (Member of NSE&BSE),Director in Southern Commodities Brokers Private Limited (Member of NCDEX-Commodities Market), Director in Systemaix Capital services Private Limited.
Mr.Nikil Khandelwal 21 Years	12.03.2004	Block C&D 4^th Floor,Ega Trade Centre,No 809 Poonamallee High Road,Kilpauk Chennai-600 010	B.E (E&C) III Year	N.A

10) None of the directors of Super Star exports Private Limited has acquired any shares of “Nu-tech” during the preceding 12 months.

11) None of the directors of Super Star exports Private Limited is on Board of “Nu-Tech”.

b. M/S RANEKA FINCOM PRIVATE LIMITED

1) RFPL (NBFC) is a Company incorporated on 3^rdApril 1995 under the Companies Act, 1956, originally in the name of Raneka Financial Services Limited. It changed its name on 17^th December 1998 to Raneka Fincom Limited. The name of the company again changed as Raneka Fincom Private Limited from 2^nd September 2003.Presently the registered office is situated at 316, Navneet plaza, 5/2 old Palasia, Indore, Madyapradesh. It is an Unlisted Company.

2) The Present Directors of REPL are MR. Sunil Jain and Mrs.Sangeetha Jain and Mr.C.P.khandelwal.

3) REPL is presently engaged in business of Finance, Investment, Hire purchase and Leasing.

4) The Acquirer Company belongs to “Systematix group “.

5) Audited financial information of Raneka Fincom Private Limited for the financial year ended 31^st March 2003,2004 and 2005 is as given below:

Profit and Loss Statement

(Rs in Lakhs)

	Year ended March 31,
Particulars	2003	2004	2005
Income from operations	4.16	307.44	947.59
Other Income	0.05	1.77	20.00
Total Income	4.21	309.21	967.59
Total Expenditure	3.37	305.48	937.06
PBDIT	0.84	3.73	30.53
Depreciation	-	-	-
Interest	-	-	-
Profit Before Tax	0.84	3.73	30.53
Provision for Tax	0.31	0.98	3.95
Profit / (Loss) After Tax	0.53	2.75	26.58

(Rs in Lakhs)

Balance Sheet Statement	As on March 31,
Particulars	2003	2004	2005

Sources of Funds
Paid up Share Capital	79.79	84.79	90.29
Reserves and Surplus (excluding Revaluation Reserve)	77.97	105.71	181.80
Misc exp (Profit and Loss A/c)	0.05	0.02
Debit balance in Profit & loss account	-	-
Net worth	157.71	190.48	272.09
Secured Loan	-	-	-
Unsecured Loan	-	-	-
Deferred Tax Liability	-	-	-
Total	-	-	-

Application of Funds
Net fixed Assets	-	-	-
Investments	114.90	19.50	-
Net Current Assets	42.81	170.98	272.09
Total	157.71	190.48	272.09

OTHER FINANCIAL DATA
Dividend	-	-	-
Earnings Per share (EPS) Profit after tax/ No of Shares	0.06	0.32	2.94
Return on Net worth Profit after tax/Net Worth	0.003	0.01	0.09
Book Value per share Net worth/No of shares	19.76	22.46	30.13

6) The net worth of M/s RFPL as on 31^st March 2005 is Rs 272.09 Lakhs as certified by M/s Munish & Co Chartered accountants 305,Navneet Plaza,5/2 Old Palasia Indore-452 018

7) Details of Directors are as under:

Name, Age	Appointment Date as Director	Address	Qualification& Experience	Buisness&Financial activities


C.P.Khandelwal 46 Years	12.03.2004	Block C&D 4^th Floor,Ega Trade Centre,No 809 Poonamallee High Road,Kilpauk Chennai-600 010	B.Com , F.C.A 22 Years	Managing Director of Systematix Corporate Services Limited, Category 1 Merchant Banker. Director in Southern Shares&stocks Limited (Member of NSE&BSE),Director in Southern Commodities Brokers Private Limited (Member of NCDEX-Commodities Market), Director in Systemaix Capital services Private Limited.
Mr.Sunil Jain 36 Years	1.09.2001	54,Sakthi Nagar Kanadia Road,Indore (M.P)	B.Com 12 Years	Director of Raneka Fincom Limited.
Mrs.Sangeetha Jain 43 Years	1.4.2004	38-39,Utkarsh Vihar Indore (M.P)	B.Com 15 Years	Director of Raneke Fincom Limited.

8) None of the directors of Raneka Fincom Private Limited has acquired any shares of “Nu-Tech” during the preceding 12 months.

9) None of the directors of Raneka Fincom Private Limited is on Board of Nu-Tech.

c) M/S PADMAVATIASHA PROPERTIES & PROJECTS PRIVATE LIMITED

1) PPPL is a Company incorporated on 27^TH June 2003 under the Companies Act, 1956, having its registered office at 101, N.R.House old High Court Lane, Ashram Road Ahmedabad-380 009.It is an Unlisted Company.

2) The Present Directors of PPPL are Mr.G C .Pipara, Mr.Sanjay Dangi and Mrs.Alpana Dangi.

3) PPPL is incorporated with the main object of carrying business of acquiring any kinds of properties such as lands, buildings flats, dwelling houses, shops, offices, industrial estates etc.

4) The Acquirer no 3 company was promoted by G C Pipara and Prakash J shah and it is Presently Controlled by Mr.Sanjay Dangi & Family.

5) Audited financial information of Padmavatiasha Properties& Projects Private Limited for the financial year ended 31^st March 2003,2004 and 2005 is as given below:

Profit and Loss Statement

(Rs in Lakhs)

	Year ended March 31,
Particulars	2003	2004	2005
Income from operations	-	98.07	44.58
Other Income	-	0.93	0.10
Total Income	-	99.00	44.68
Total Expenditure	-	98.61	41.60
PBDIT	-	0.39	3.08
Depreciation	-	-	-
Interest	-	0.91	-
Profit Before Tax	-	(0.52)	3.08
Provision for Tax		-	-
Profit / (Loss) After Tax	-	(0.52)	3.08

(Rs in Lakhs)

Balance Sheet Statement	As on March 31,
Particulars	2003	2004	2005

Sources of Funds
Paid up Share Capital	-	5.40	5.40
Reserves and Surplus (excluding Revaluation Reserve)	-	17.60	20.16
Misc exp (Profit and Loss A/c)	-	0.52	0.39
Debit balance in Profit & loss account	-	0.51	-
Net worth	-	21.97	25.17
Secured Loan	-	-
Unsecured Loan	-	20.00	51.70
Deferred Tax Liability	-	-	-
Total	-	41.97	76.87

Application of Funds
Net fixed Assets	-	-	-
Investments	-	-	25.00
Net Current Assets	-	41.97	51.87
Total	-	41.97	76.87

OTHER FINANCIAL DATA
Dividend	-	-	-
Earnings Per share (EPS) Profit after tax/ No of Shares	-	(0.94)	5.70
Return on Net worth Profit after tax/Net Worth	-	Negative	0.12
Book Value per share Net worth/No of shares	-	40.68	46.61

6) The net worth of M/s PPPL as on 9^th April 2005 being the date of execution of SPA is Rs 585. 56 Lakhs as Certified by M/s Maharaj N.R.Suresh & Co Chartered accountants No 5 II lane II Main Road Trustpuram Chennai-600 024

7) Details of Directors are as under:

Name, Age	Appointment Date as Director	Address	Qualification& Experience	Buisness&Financial activities


Mr.Sanjay Dangi Age 35 Years	08.04.2005	61,Venus Apartment, Near Hotel President,85,Cuff Parade,Mumbai-400 005	B.Com,FCA,CS 12 Years	Finance and Investment Consultant.
Mrs.Alphana Dangi Age 32 Years	11.03.2005	61,Venus Apartment, Near Hotel President,85,Cuff Parade,Mumbai-400 005	B.Com 7 Years	Director in Hareshwar Properties Private Limited
Mr.G.C.Pipara Age 47 years	24.03.2003	10,Vasant Razab Park,Nr Jodhpur Char Rasta,Satelite Road, Ahemedabad-380015	B.Com,LLB,FCA (22 years)	Senior Partner in Pipara& Co Chartered Accountants.

8) None of the directors of Padmavatiasha Properties and Projects Private Limited has acquired any shares of “Nu-tech” during the preceding 12 months.

9) None of the directors of Super Star exports Private Limited is on Board of “Nu-Tech”.

d. M/S PRANAM SECURITIES LIMITED

1) PSL is a Company incorporated on 10^TH August 1994 under the Companies Act, 1956, having its registered office at 104, N.R.House, near popular house, Ashram Road Ahmedabad-380 009.It is an Unlisted Company.

2) The Present Directors of PSL are Mr.G C.Pipara, Mr.Sanjay Dangi and Mrs.Alpana Dangi.

3) PSL is Presently engaged in business of Trading/ Investment in Shares & Securities.

4) The Acquirer company was promoted by G C Pipara and presently it is controlled by Mr.Sanjay Dangi & family.

5) Audited financial information of Pranam Securities Limited for the financial year ended 31^st March 2003,2004 and 2005 is as given below:

Profit and Loss Statement

(Rs in Lakhs)

	Year ended March 31,
Particulars	2003	2004	2005
Income from operations	0.57	2.46	8.26
Other Income	-	-	0.12
Total Income	0.57	2.46	8.38
Total Expenditure	0.03	0.43	0.02
PBDIT	0.54	2.03	8.36
Depreciation	-	-	-
Interest	1.11	0.67	-
Profit Before Tax	(0.57)	1.36	8.36
Provision for Tax		0.29	-
Profit / (Loss) After Tax	(0.57)	1.07	8.36

(Rs in Lakhs)

Balance Sheet Statement	As on March 31,
Particulars	2003	2004	2005

Sources of Funds
Paid up Share Capital	5.40	6.40	6.40
Reserves and Surplus (excluding Revaluation Reserve)	21.63	26.71	35.06
Misc exp (Profit and Loss A/c)	0.03	0.01	-
Debit balance in Profit & loss account	-	-	-
Net worth	27.00	33.10	41.46
Secured Loan	-	-	-
Unsecured Loan	30.55	-	1.00
Deferred Tax Liability	-	-	-
Total	57.55	33.10	42.46

Application of Funds
Net fixed Assets	-
Investments	26.85	1.00	1.00
Net Current Assets	30.70	32.10	41.46
Total	57.55	33.10	42.46

OTHER FINANCIAL DATA
Dividend	-	-	-
Earnings Per share (EPS) Profit after tax/ No of Shares	(1.06)	2.13	13.06
Return on Net worth Profit after tax/Net Worth	Negative	0.04	0.20
Book Value per share Net worth/No of shares	42.20	51.73	64.80

6) The net worth of M/s PSL as on 9^th April 2005 being the date of execution of SPA is Rs 370.45 Lakhs as certified by M/s Maharaj N.R.Suresh & Co Chartered accountants No 5 II Lane II Main Road TrustPuram chennai-600 024

7) Details of Directors are as under:

Name, Age	Appointment Date as Director	Address	Qualification& Experience	Buisness&Financial activities


Mr.Sanjay Dangi Age 35 Years	08.04.2005	61,Venus Apartment, Near Hotel President,85,Cuff Parade,Mumbai-400 005	B.Com,FCA,CS 12 Years	Finance and Investment Consultant.
Mrs.Alphana Dangi Age 32 Years	11.03.2005	61,Venus Apartment, Near Hotel President,85,Cuff Parade,Mumbai-400 005	B.Com 7 Years	Director in Hareshwar Properties Private Limited
Mr.G.C.Pipara Age 47 years	24.03.2003	10,Vasant Razab Park,Nr Jodhpur Char Rasta,Satelite Road, Ahemedabad-380015	B.Com,LLB,FCA (22 years)	Senior Partner in Pipara& Co Chartered Accountants.

8) None of the directors of Pranam Securities Limited has acquired any shares of “Nu-Tech” during the preceding 12 months.

9) None of the directors of Pranam Securities Limited is on Board of “Nu-Tech”.

3.1 The provisions of Chapter II of SEBI (SAST) Regualtions, 1997 are not applicable to the acquirer as they have not acquired any shares in the Target Company.

3.2 Acquirer No 1, and Acquirer No 2 are independent entities.However, they form part of Systematix Group Promoted by Mr.C.P.Khandelwal who is a Common Director in both the Companies.

Acquirer No 3 and Acquirer No 4 are companies forming part of Sanjay Dangi group and both the companies have the same set of Directors.

Systematix Group and Sanjay Dangi group are not related to each other.

3.3 The Acquirers have not entered into any agreement amongst themselves for the purpose of this offer.In view of this,disclosure of salient features does not arise.

3.4 No Litigations are pending against the acquirers i.e., Super Star Exports Private Limited, Raneka Fincom Private Limited, Padmavatiasha Properties and Projects Private Limited, Pranam Securities Limited.

4 BACKGROUND OF THE TARGET COMPANY- “NU-TECH”

4.1 “Nu-Tech”was incorporated as a Public Limited Company on 21^st February 1989 under the name IIT Capital services Limited, with the Registrar of Companies Bombay and as a subsidiary of “IIT “.The Company obtained Certificate of commencement of Business on 14^th April 1989. The Company ceased to be a subsidiary of “IIT in the year 1994.The name of the Company was changed to Nu-Tech Corporate Services Limited on 21^st September 2004. The Registered Office is situated at No 28, Bombay Samachar Marg, Mumbai-400 001.Tel No : (022) 28202306 Fax No: (022) 28202301

4.2 The main objects of the Target Company –

Initially the main objects of the company were fund based activities like leasing & hire Purchase and Bill discounting. The company in the year 2004 amended the main objects clause of memorandum and following are the new Objects

a)To undertake the business of providing the whole range of management,human,resources,marketing and other business consultancy, advisory and supervisory services pertaing to industry,business,trade and real estate.

4.3 The Share Capital Structure of the Company as on date of the PA was:

Particulars	No of Equity Shares/voting rights	% of Shares/voting rights	Face Value	Nominal Value
Authorised Equity Capital	1 50 00 000	100%	10	15 00 00 000
Authorised Preference Capital	1 00 00 000		10	10 00 00 000
Fully Paid up Equity Shares	1 20 00 005	100%	10	12 00 00 050
Partly paid up Equity Shares
Total Paid up Equity shares	1 20 00 005	100%	10	12 00 00 050
Total voting rights in the Target Company	1 20 00 005	100%	10	12 00 00 050

4.4 Build up of the Capital Structure of Nu-Tech:

Date of Allotment	No of Shares issued	Cumulative paid up Capital (Rs)	Mode of Allotment	Identification of the allotees	Status of Compliance
20.3.1989	5600	56000	Subscriber to the Memorandum & Articles of association	Promoters	Complied
20.6.1989	94400	1000000	Preferential allotment	Promoters	Complied
28.7.1989	140000	2400000	Preferential allotment	Promoters	Complied
23.11.1989	360000	6000000	Preferential allotment	Promoters	Complied
06.11.1990	400000	1000000	Preferential allotment	Promoters	Complied
06.09.1993	400000	14000000	Bonus issue	Promoters	Complied
06.09.1993	1800000	32000000	Rights Issue	Promoters	Complied
7.02.1994	1066670	42666700	Public issue	Promoters	Complied
7.02.1994	4800000	90666700	Public issue	Public	Complied
1.08.1995	533335	96000050	Public issue	Promoters	Complied
1.8.1995	2400000	120000050	Public issue	Public	Complied

4.5 All the equity shares of “Nu-Tech” are currently listed on The Stock Exchange, Mumbai (“BSE”), The Calcutta Stock Exchange Limited ( “ CSE “ ). The Company has made an application to delist the shares from CSE. The delisting approvals are awaited from these stock exchanges.

4.6 The trading of these shares has not been suspended from trading and no punitive action has been initiated against “Nu-Tech” by any of the stock exchanges where its shares are listed.

4.7 The Target Company has complied with the applicable provisions of Chapter II

of SEBI (SAST) Regulations, 1997.



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)	20-5-1997	31-03-2003		***
2	6(4)	20-5-1997	31-03-2003		***
3	8(3)	30-4-1998	31-03-2003		***
4	8(3)	30-4-1998	31-03-2003		***
5	8(3)	30-4-1999	31-03-2003		***
6	8(3)	30-4-1999	31-03-2003		***
7	8(3)	30-4-2000	31-03-2003		***
8	8(3)	30-4-2000	31-03-2003		***
9	8(3)	30-4-2001	31-03-2003		***
10	8(3)	30-4-2002	31-03-2003		***
11	8(3)	30-4-2003	28-04-2003
12	8(3)	30-4-2004	28-04-2004
13	8(3)	30-4-2005	29-04-2005
14	7(3)	17-2-2005	14-02-2005
15	7(3)	25-2-2005	23-02-2005
16	7(3)	10-3-2005	5-03-2005
17	7(3)	18-3-2005	15-03-2005

***

The Target Company has complied with SEBI Regularisation Scheme,2002 for non compliance with Regulations 6 and 8 of the SEBI(Substantial acquisiton of shares and Takeovers)Regulations,1997.

4.8 PROMOTERS COMPLIANCE WITH THE APPLICABLE PROVISIONS OF CHAPTER II OF SEBI (SAST) REGULATIONS,1997.

The Promoters have complied with the applicable provisions of Chapter II of SEBI(SAST)Regulations,1997.

By PROMOTERS

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		5	6
1	6(1)	20-4-1997	N.A
2	6(3)	20-4-1997	18.4.1997	NIL
3	8(1)	21-4-1998	NA
4	8(2)	21-4-1998	17.4.1998	NIL
5	8(1)	21-4-1999	NA
6	8(2)	21-4-1999	19.4.1999	NIL
7	8(1)	21-4-2000	N.A
8	8(2)	21-4-2000	19.4.2000	NIL
9	8(1)	21-4-2001	N.A
10	8(2)	21-4-2001	19.4.2001	NIL
11	8(1)	21-4-2002	N.A
12	8(2)	21-4-2002	19.4.2002	NIL
13	8(1)	21-4-2003	N.A
14	8(2)	21-4-2003	16.4.2003	NIL
15	8(1)	21-4-2004	N.A
16	8(2)	21-4-2004	16.4.2004	NIL
17	8(1)	21-4-2005	N.A
18	8(2)	21-4-2005	19.4.2005	NIL
19	7(1)&(2)	-	N.A
20	7(1A)&(2)	11.2.2005	11.2.2005	NIL
21	7(1A)&(2)	20.2.2005	18.2.2005	NIL
22	7(1A)&(2)	4.3.2005	3.3.2005	NIL
23	7(1A)&(2)	12.3.2005	11.3.2005	NIL

4.9 The Board of Directors of the Target Company as on the date of Public Announcement was as under:

Name & Designation	Date of Birth &Age	Date of Joining	No. of years experience	Qualification	Address & Tel No	Area of Experience
Mr. Sushil K. Premchand Chairman	27.7.1945 59 yrs.	6.9.1993	30 years	Economics Graduate of the University of Bristol. Fellow of the Institute of Chartered Accountants in England and Wales.	63, Bombay Samachar Marg, Fort Mumbai–400 001 Tel : 56358122	Financial Service Sector
Mr. C.K. Thanawala	17.9.1933 71 years	21.2.1989	47 years	BA (Hons.) B.Com, AMBIM (London), ACWA (London)	Rajabahadur Mansion, 2^nd floor, 28 B.S. Marg Fort, Mumbai Tel : 22665453 / 22660765	Financial Service Sector.
Mr.Juzer Gabajiwala	04.06.1964 39 Years	1.6.2001	16 Years	B.Com,B.G.L, A.C.A,A.C.S	63, Bombay Samachar Marg, Fort Mumbai–400 001 Tel : 56358181	Finance, Taxation and Company law
Mr.Yogesh kapadia Managing Director	14.11.1947 58 Years	21.02.1989	36 Years	B.Com (Hons),PGDM (IIM Calcutta)	Rajabahadur Mansion, 2^nd floor, 28 B.S. Marg Fort, Mumbai Tel : 22665453 / 22660765	Finance and General Management

4.10 There has been no merger /de-merger, spin-off during the past three years in Nu-Tech.

4.11 Audited financial information of “Nu-Tech” for the financial year ended 31^st March 2002,2003 & 2004 and for Nine months Period ending 31.12.2004 A.F.Ferguson&Co Chartered Accountants,Mumbai-400 005 have certified the same vide their Report dated 13^th Jan 2005.

Profit and Loss Statement

(Rs in Lakhs)

	Year ended March 31,
Particulars	2002	2003	2004	Period ended 31.12.2004 Certified Financial Data
Income from operations	271.91	79.95	32.39	19.23
Other Income	31.06	220.10	392.13	494.37
Total Income	302.97	300.05	424.52	513.60
Total Expenditure	251.22	251.27	103.71	80.19
PBDIT	51.75	48.79	320.81	433.41
Depreciation	246.32	59.81	35.62	16.91
Interest	334.94	427.65	374.18	238.07
Profit Before Tax	(529.51)	(438.68)	(88.99)	178.43
Extra Ordinary Items	-	-	-	-
Provision for Tax	36.73	-	-	-
Profit / (Loss) After Tax	(492.78)	(438.68)	(88.99)	178.43

(Rs in Lakhs)

Balance Sheet Statement	As on March 31,			Nine months
Particulars	2002	2003	2004	Period ended 31/12/2004 Certified Financial Data

Sources of Funds
Paid up Share Capital	1200.00	1200.00	1200.00	1200.00
Reserves and Surplus (excluding Revaluation Reserve)	331.07	331.07	331.07	331.07
Misc exp (Profit and Loss A/c)	(17.03)	(8.68)	-	-
Debit balance in Profit & loss account	(4557.79)	(4486.59)	(4575.61)	(4397.16)
Deferred Tax Asset	-	-	-	-
Net worth	(3043.75)	(2964.20)	(3044.54)	(2866.09)
Secured Loan	2605.65	2887.73	3010.63	2841.93
Unsecured Loan	592.75	455.28	470.67	530..67
Deferred Tax Liability	509.88	-	-	-
Total	664.53	378.81	436.76	506.51

Application of Funds
Net fixed Assets	714.20	514.76	478.71	418.48
Investments	31.60	30.00	24.12	22.97
Net Current Assets	(81.27)	(165.95)	(66.09)	65.06
Total	664.53	378.81	436.76	506.51

OTHER FINANCIAL DATA
Dividend	Nil	Nil	Nil	-
Earnings Per share (EPS) Profit after tax/ No of Shares	(4.11)	(3.66)	(0.74)	-
Return on Net worth Profit after tax/Net Worth	Negative	Negative	Negative	-
Book Value per share Net worth/No of shares	(25.53)	(24.95)	(25.69)	-

Reason for rise and fall in Income and Profit After Tax :

FINANCIAL YEAR 2001-02

The Loss has come down to Rs 529.51 lakhs compared to previous year mainly provision /write off for non Performing assets was Rs 114.40 lakhs as against Rs 528.96 lakhs in previous year.

FINANCIAL YEAR 2002-03:

The other income was higher compared to previous year on account of Sundry creditors written back and loan written back on compromise settlement with bank.

The Loss has come down to Rs 438.68 lakhs compared to previous year mainly provision /write off for non Performing assets was Rs 48.42 lakhs as against Rs 114.40 lakhs in previous year.

FINANCIAL YEAR 2003-04:

The loss is lower compared to earlier year since the company made compromise settlement with one of the banks and the loan amounting to Rs 211.61 lakhs was written back. The Company also recovered money from NPA clients and hence provision made in earlier years written back.

FOR THE PERIOD ENDED 31^st December 2005:

The profit is due to the company made compromise settlement with one of the banks and the loan amounting to Rs 295.69 lakhs was written back. The Company also recovered money from NPA clients and hence provision made in earlier years written back.

4.12 Pre-and Post-Offer shareholding pattern of the Target Company is as follows:

Shareholder category		Shareholding &voting rights prior to the agreement /acquisition and offer.		Shares / voting rights agreed to be acquired which triggered off the Regulations.		Shares/voting rights to be acquired in open offer (Assuming full acceptances)		Share holding / voting rights after the acquisition and offer
		No of Shares	%	No of Shares	%	No of Shares	%	No of Shares	%
1	Promoter Group
	a. Seller
	NIL

2	Promoter group other than 1 (a)*
	Industrial Investment Trust Limited	3721405	31.01	*(3721405)	*(31.01)
	Person Acting in Concert	1350	0.01					1350	0.01
	Directors Relatives and Associates	9800	0.08					9800	0.08
	Total (a)+(b)	3732555	31.10	*(3721405)	*(31.01)			11150	0.09

3	Acquirers
	Industrial Investment Trust Limited			*3721405	*31.01			37 21 405	31.01
	Super Star exports Private Limited
	Raneka Fincom Private Limited					24 00 001	20	24 00 001	20.00
	Padmavatiasha Properties and Projects Private Limited
	Pranam Securities Limited


	Total					24 00 001	20	61 21 405	51.01

4	Public (other than 1 to 2)	8256589	68.80			(24 00 001)	20	5867449	48.90
5	NRI's/OCB's	10861	0.09

	Total	8267450	68.89

	GrandTotal	1 20 00 005	100.00					1 20 00 005	100.00

Note:* As the Acquisition of shares in “ IIT “ gives the acquires control of 15% or more of “NU-TECH”,this has triggered the acquirers to go for open offer. Hence ”IIT” holding grouped under Acquirers.

Promoters/Sellers have given undertaking that they will not participate in the open offer.

4.13 The Changes in Shareholding of the Promoters as and when it happened:

Date	Promoter	No of Shares	Compliance Under “ The Regulation ”	Compliance under other Statutory Requirements
14.02.1989	Industrial Investment Trust Limited	500 *	Not Applicable	Not Applicable
20.03.1989	Industrial Investment Trust Limited	60 *	Not Applicable	Not Applicable
20.06.1989	Industrial Investment Trust Limited	9440 *	Not Applicable	Companies Act Complied with
28.07.1989	Industrial Investment Trust Limited	14000 *	Not Applicable	Companies Act Complied with
23.11.1989	Industrial Investment Trust Limited	36000 *	Not Applicable	Companies Act Complied with
06.11.1990	Industrial Investment Trust Limited	40000 *	Not Applicable	Companies Act Complied with
06.09.1993	Industrial Investment Trust Limited	400000	Not Applicable	Companies Act Complied with
06.09.1993	Industrial Investment Trust Limited	1800000	Not Applicable	Companies Act Complied with
07.02.1994	Industrial Investment Trust Limited	1066670	Not Applicable	Companies Act Complied with
01.08.1995	Industrial Investment Trust Limited	533335	Not Applicable	Companies Act Complied with
1998	Industrial Investment Trust Limited	14600	Not Applicable	Not Applicable
1999	Industrial Investment Trust Limited	(1000) Sold	Not Applicable	Not Applicable
February 2005 & March 2005	Industrial Investment Trust Limited	(1092200) Sold	Not Applicable	Not Applicable

* Up to 07.07.1993 the face value of one equity share was Rs 100.However from 8^th july the face value of one equity share was Rs 10.

4.14 As Per the Information Provided by the Target Company, Provisions of Clause 49 of the listing agreement with the stock exchanges dealing with Corporate Governance has been complied with. Certificate of Compliance on Corporate Governance received from the Statutory Auditors had been published in the Annual Report for the year ended March 31,2004 and Compliance certificates on quarterly basis have been filed with the Stock Exchanges with the Stipulated time.

4.15 Pending Litigation

The Following are the disputed statutory dues / other dues as on the date of PA

Name of the Statute	Nature of dues	AMOUNT (in lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act,1961	Income tax	369.38	1993-94	CIT Appeals
Income Tax Act,1961	Income tax	240.02	1995-96	CIT Appeals
Income Tax Act,1961	Income tax	263.16	1996-97	CIT Appeals
Debt Recovery Tribunal	Due to Central bank of India	789.00		Debt Recovery Tribunal
Debt Recovery Tribunal	Due to Federal Bank	829.00		Debt Recovery Tribunal
Debt Recovery Tribunal	Due to Dena Bank	350.00		Debt Recovery Tribunal
Income Tax Act.,1961	Interest Tax dues	29.03	1995-96	CIT Appeals
Income Tax Act.,1961	Interest Tax dues	55.62	1996-97	CIT Appeals

As informed by the Target Company there are no other pending litigations against the Company.

4.16 Name and address of the compliance officer are as under:

Mr.Yogesh Kapadia

Managing Director

Rajabahadur Mansion,

2^nd floor, 28 B.S. Marg

Fort, Mumbai

Tel : 22665453 / 22660765

5 OFFER PRICE

5.1 The equity shares of Nu-Tech are currently listed on The Stock Exchange, Mumbai (“BSE”), Calcutta Stock Exchange Limited, Chennai (“CSE”) . The Company has made an application to delist the shares from CSE. The delisting approvals are awaited from these stock exchanges.

5.2 The annualized trading turnover of the equity shares of “Nu-tech” on BSE, and CSE are detailed below:

Name of the Stock exchange

Total no. of equity shares traded during the 6 calendar months prior to the month in which the PA was made

Total no of listed equity shares

Annualised Trading Turnover (as % to total listed equity shares

BSE

4659338

1 20 00 005

77.65%

CSE

NIL

1 20 00 005

NIL

Shares of “NU-TECH” are most frequently traded on BSE. The weekly high and low of the closing prices of the shares, during the 26-week period ended 8^th April ,2005 on BSE, are given below:

Week	End Date	High (Rs)	Low(Rs)	Average(Rs)	Volume
1	15.10.2004	3.25	2.52	2.89	16874
2	22.10.2004	2.30	1.75	2.03	9450
3	29.10.2004	2.65	2.10	2.38	12333
4	05.11.2004	2.75	2.36	2.56	7509
5	12.11.2004	2.51	2.37	2.44	10200
6	19.11.2004	2.95	2.37	2.66	15804
7	26.11.2004	5.07	3.54	4.31	55465
8	03.12.2004	5.70	3.52	4.61	45125
9	10.12.2004	3.87	3.20	3.54	54500
10	17.12.2004	3.99	3.57	3.78	94685
11	24.12.2004	3.83	3.41	3.62	115975
12	31.12.2004	4.33	3.98	4.16	153827
13	07.01.2005	4.83	4.00	4.42	251747
14	14.01.2005	4.63	4.09	4.36	223024
15	21.01.2005	3.83	3.56	3.70	14068
16	28.01.2005	4.01	3.76	3.89	19125
17	04.02.2005	3.74	3.05	3.40	106100
18	11.02.2005	3.96	3.13	3.55	524996
19	18.02.2005	3.45	2.99	3.22	237550
20	25.02.2005	3.04	2.83	2.94	258133
21	04.03.2005	3.06	2.59	2.83	432781
22	11.03.2005	3.86	3.14	3.50	607225
23	18.03.2005	5.35	4.37	4.86	969299
24	25.03.2005	5.81	4.14	4.98	209339
25	01.04.2005	4.74	3.96	4.35	197696
26	08.04.2005	4.90	4.20	4.55	50932
26 Weeks Average				3.59

b. The daily high, low and average prices of the shares of “Nu-Tech” during the last 2 weeks of trading on the BSE, where shares of Nu-Tech” are most frequently traded, are given below:

Day	Date	High (Rs)	Low(Rs)	Average	Volume
1	28.03.2005	4.42	3.75	4.09	8900
2	29.03.2005	4.24	3.70	3.97	145126
3	30.03.2005	4.70	3.50	4.10	14620
4	31.03.2005	4.45	3.52	3.99	7100
5	01.04.2005	4.80	4.30	4.55	21950
6	02.04.2005	*
7	03.04.2005	*
8	04.04.2005	4.75	4.20	4.48	12250
9	05.04.2005	4.90	4.20	4.55	8636
10	06.04.2005	4.80	4.40	4.60	7455
11	07.04.2005	4.90	4.30	4.60	16791
12	08.04.2005	4.70	4.31	4.51	5800

2 Weeks Average				4.34

*Denotes Saturday and Sunday, when no trading took place

The Offer Price of Rs.4.34 /- (Rupees Four and thirty four paisa only) per fully paid up equity share is justified in terms of Regulation 20(4) of the SEBI (SAST) Regulations as it is higher than the price computed in accordance with the parameters mentioned in Regulation 20(4) as detailed below:

i. Negotiated Price NIL /-.

ii. Highest Price paid by Acquirer/PAC for any acquisition including by way of allotment in a public or rights or preferential issue during the 26 weeks prior to the date of Public Announcement – NIL /-

iii. The average of the weekly high and low of the closing prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the twenty six weeks or the average of the daily high and low of the prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the two weeks preceding the date of Public Announcement – 4.34 /-

The offer price of Rs 4.34 /- (Rupees Four and thirty four Paisa Only ) per Fully paid up Equity share is justified in terms of Regulation 20(5) of the SEBI (SAST) Regulations as follows:

	Rs
(a) The negotiated price under the Agreement referred to in Sub Regulation 1 of regulation 14 .	NIL
(b) Price paid by the Acquirers for acquisition, if any, during the twenty six week period prior to the date public announcement	-
(c) The average of the weekly high and low of the closing prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the twenty six weeks or the average of the daily high and low of the prices of the Shares of the Target Company as quoted on The Stock Exchange, Mumbai, where the Shares of the Target Company are most frequently traded during the two weeks preceding the date of Public Announcement.	4.34
Other Parameters	Based on audited financials for six months period ended 30^th September,2004
a) Return on Networth Proift After Tax/Net Worth	Negative
b) Book Value per share Net Worth/No Of Shares	Negative
c) Earnings Per share Profit after tax/No of Shares	Negative
d) Price Earnings Ratio on Offer Price EPS/MarketPrice	Negative
d) Industry Average P/E multiple	-

5.3 Acquirers have not acquired any equity shares of “Nu-Tech” from the date of the PA up to the date of the Letter of Offer.

5.4 There is no non compete agreement entered between the Acquirer and the sellers and accordingly no non compete fee is being paid which should have any bearing on the offer price.

6 FINANCIAL ARRANGEMENTS

6.1 The total Funds requirement for the Offer is Rs. 1,04,16,004 /- (Eight One Crore Four lakh Sixteen thousand Four Only) assuming that the entire Offer is accepted.

6.2 The Acquirers have assets and resources and means to meet their obligations under the Open Offer in full. For this purpose, the Acquirers intend to utilize the resources available with them.Mr.N.R.Suresh (Partner) Membership No: 21661 M/S Maharaj N.R.Suresh & Co Chartered Accountants No 5 II Lane II Main road TrustPuram Chennai-600 024 Phone No:044-24801322,Fax 044-24813734 have Certified vide their letter dated 9^th April , 2005 that the Acquirers have adequate resources to fulfill all their obligations arising out of the Open offer.

6.3 In accordance with Regulation 28 of the The Regulations, the Acquirers have created an Escrow Demat Account with Indian Overseas Bank, Depository services, DR Radhakrishnan Salai Mylapore Chennai-600 004 for Rs 27.15 Lakhs, being more than 25 % of the Consideration payable under the Open Offer by way of Deposit of listed shares with a margin of 25%. The Acquirers have also made a cash deposit of Rs 1, 04,160 being 1% of the Offer amount with Indian Overseas Bank, Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004 and marked a lien in favour of the manager to the offer

6.4 Details of Securities deposited with Escrow Demat Account

S.NO	NAME	QUANTITY	FACE VALUE	PAID UP VALUE	MARKET VALUE ON 13.04.2005	MARGIN
1	Himachal Futuristic Limited	2 00 000	10	20 00 000	36 20 000	9 05 000
	TOTAL				36 20 000	9 05 000
	VALUE AFTER MARGIN @25%				27 15 000

b) The Security deposited are free of lien/encumbrances.

c) There is no Suspension/freeze of voting rights of shares kept under escrow and carry full voting right.

d) The Securities kept in Escrow is owned by M/S Pacific Corporate Services Limited. NOC has been obtained from the holder for depositing the same in the escrow account.

e) The acquirers have empowered the Manager to the Offer to realize the value of the Escrow Account by sale or otherwise in terms of The Regulations.

f) If there is any deficit on realization of value of the securities, the Merchant Banker shall be liable to make good any such deficit.

6.5 The Manager to the Offer has satisfied itself about the Acquirers’ ability to implement the Offer in accordance with the Takeover Regulations.

7 Terms and Conditions of the Offer

7.1 Eligibility for accepting the Offer: The offer is being made to the equity shareholders of “Nu-tech” (other than ‘Acquirers’ and ‘Sellers’) whose names appear on the Register of the Members of “Nu-Tech” at the close of business hours on 13^th May ,2005 (the “Specified Date”) and also to those persons who own the equity shares at any time prior to the closure of the offer, but are not the registered equity shareholders.

7.2 Accidental omission to despatch this LOO or the non-receipt or delayed receipt of this LOO will not invalidate the Offer in anyway.

7.3 Subject to the conditions governing this Offer, as mentioned in the Letter of Offer, 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.

7.4 STATUTORY APPROVALS

7.4.1 The Offer is subject to approval, if any required from RBI for transfer of shares by the Non Resident Shareholders.

Besides the above approvals from the RBI, no other statutory approvals are required to acquire the Shares tendered pursuant to this Offer. In the event that any of the statutory approvals that are required are not obtained in terms of Regulation 27 of the SEBI (SAST) Regulations, the Acquirers will not proceed with the Offer.

7.4.2 In case of delay in receipt of any statutory approval(s), SEBI has the power to grant an extension of time to the Acquirer for payment of consideration to the tendering shareholders, subject to the Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also become applicable.

8 PROCEDURE FOR ACCEPTANCE AND SETTLEMENT.

8.1 Procedure for accepting the offer by eligible persons

The Acceptor will have to deliver the relevant documents as mentioned at point (a), (b), and (c) below as applicable to the Registrar to the Offer M/s MCS Limited (SEBIRegn.No.:INR 000000056) at the address mentioned below:

Monday to Friday (10.00 A.M to 1.00 P.M & 2.00 P.M to 4.00 P.M )

Address	Contact Person	Mode of delivery	Phone No.	Fax
MCS Limited 101,Shatdal complex,1^st Floor Opp Bata Show Room Ashram road Ahmedabad- 380 009	Mr.Mahendra Singh	Hand delivery	079-26582878	079-26584027
MCS Limited Sri Venkatesh Bhavan,Plot No 27,Road No 11 MIDC Area,Anderi East Mumbai-400 093	Mr.Ashok Gupta	Registered Post/ Hand delivery	022-28215235	022-28350456
MCS Limited C/O Ghia textiles Product Co Agra Building,1^st Floor,room 5 Above Bank of Baroda University Branch,121 M.G.Road,Fort Mumbai-400 001	Mr.G.Rajendra	Hand delivery	022-22691266	022-22691567
MCS Limited 116/118,akshy Complex off Dhole patel road Near Ganesh mandir,Pune-411 001	Mr.Pramod N Ranade	Hand delivery	020-30906685	020-26129597

a. For equity shares held in dematerialized form:

For the purpose of the offer a Special Depository Account has been opened in the name and style of “MCS Limited-Escrow A/C - “NU-TECH ” Open Offer with HDFC Bank Limited as the Depository participant in National Securities Depository Limited (NSDL). Equity Shareholders holding the shares in dematerialized form will have to deliver the following documents:

i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein.

ii. Photocopy of the delivery instruction slip in “off-market” mode or counterfoil of the delivery instruction slip in “off-market” mode, duly acknowledged by the relevant Depository Participant (DP).

iii. For each delivery instruction the beneficial owner should submit separate Form of Acceptance.

iv. The details of the special depository account opened for this purpose are as under:

Name of Depository	National Securities Depository Limited
DP Name	HDFC Bank Limited
DP ID	IN 301549
Beneficiary ID	18610638

v. Equity shareholders having their beneficiary account in Central Depository Services

Limited (CDSL) will have to use inter depository delivery instructions slip for the purpose of crediting their equity shares in favour of the special depository account.

vi. Shareholders who have sent their physical equity shares for dematerialisation need to ensure that the process of getting equity shares dematerialised is completed well in time so that the credit in the Special Depository Account is received on or before closure of offer.

b) For equity shares held in physical form

Registered equity shareholders should enclose:

i. Form of Acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein, by all equity shareholders whose name appears on the share certificates.

ii. Original share certificate(s)

iii. Valid share transfer form(s) duly signed as transferors by all registered equity shareholders (in case of joint holdings), in the same order and as per the specimen signatures registered with and duly witnessed at the appropriate place.

c) Unregistered owners of equity shares should enclose:

i. Form of acceptance cum acknowledgement duly completed and signed in accordance with the instructions contained therein.

ii. Original share certificate(s)

iii. Original broker contract note of a registered broker of a recognized stock exchange.

iv. Valid share transfer form(s) as received from the market. The details of the buyer should be left blank. If the details of the buyer are filled in, the tender will not be valid under the offer. Acquirer’s name will be subsequently filled in upon verifying the validity of the share transfer form.

v. No indemnity is needed from unregistered equity shareholders.

vi. Procedure for acceptance of the offer by the equity shareholders who do not receive the Letter of Offer and procedure for settlement

a) In case of non-receipt of the offer document, the unregistered equity shareholders who wish to accept the offer should communicate their acceptance in writing on a plain paper stating the name, address, no. of shares held, distinctive numbers, folio number, no. of shares offered to the Registrar to the Offer together with relevant share certificate(s), the transfer deed(s) and the original contract note issued by share broker of a recognized stock exchange through whom they acquired the equity shares before the close of the Offer, i.e. June 28^th 2005 Tuesday.

b) In the event of non-receipt of the Letter of Offer by beneficial owners, such beneficial owners can make an application to the Registrar to the Offer on plain paper stating their name, address, number of equity shares held, number of equity shares tendered, bank particulars, DP name, DP ID, beneficiary account number duly signed by all the holders and send the same along with a photocopy of the delivery instructions in “Off-market” mode or counterfoil of the delivery instructions in “Off-market” mode in favour of the special depository account, to the Registrar to the Offer on or before the Offer Closing Date. All beneficial holders maintaining an account with CDSL are requested to obtain, complete and submit an additional inter-depository slip together with the instructions to their respective DPs.

c) Such equity shareholders may also download a copy of the form of acceptance cum acknowledgement from SEBI’s website at www.sebi.gov.in and use the same.

d) Share Certificates would be held in trust by the Manager to the Offer / Registrar to the offer , as the case may be till the acquirers complete the offer obligations in terms of Regulations

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRER OR TO NU-TECH (THE COMPANY) OR THE MANAGER TO THE OFFER

8.2. OFFER PERIOD

a) Offer period is the period between the date of Public announcement and the date of completion of offer formalities relating to the offer.

b) This Offer will remain open on all working days (excluding Sunday and Public Holidays) between 9^th June, 2005 to 28^th June, 2005 (both days inclusive). The equity shareholders of NU-TECH who wish to avail of this offer shall be required to send their acceptance in the manner stated above so as to reach the Registrar to the Offer on or before 28thJune, 2005.

c) The form of acceptance along with the Share Certificate(s) and other documents delivered shall become acceptance on the part of the shareholder, but will become a fully valid and binding contract between shareholder and Acquirer only upon the fulfillment of all conditions mentioned herein.

d) On fulfillment of the conditions herein mentioned, the Acquirer will pay the Offer price by crossed Account Payee Pay Orders/ Demand Drafts which will be sent by Registered Post to the equity shareholders of NU-TECH, whose acceptance to the offer are accepted by the Acquirer, at the address registered with the Company. The Pay Orders/ Demand Drafts will be drawn in the name of first named shareholder in case of joint shareholding. In case of unregistered owners of the shares, payment will be made as per mandate given by such owner. The unregistered owner may give a mandate for drawing the pay order / demand draft in the name of the person whose bank details may be furnished by him in the Form of Acceptance for incorporating in the Pay Order / Demand Draft.

8.3 WITHDRAWAL OPTION

a) The equity shareholders, who are desirous of withdrawing their acceptances tendered in the offer, can do so up to three working days prior to the date of the closure of the offer i.e. on or before 23^rd June ,2005. The withdrawal option can be exercised by submitting the ‘Form of Withdrawal’ (separately enclosed with Letter of Offer) to the Registrar to the Offer, MCS Limited so as to reach them on or before 28^h June,2005.

b) In case non-receipt of the form of withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details:

• In case of physical shares: Name, address, distinctive numbers, folio nos. number of shares tendered/withdrawn.

• In case of dematerialized shares: Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and photo copy of delivery instruction in “off market” mode of counterfoil of the delivery instruction in “off market” mode, duly acknowledged by the DP in favour of the Special Depository Account.

c) The form of Withdrawal can also be downloaded from SEBI’s website www.sebi.gov.in or obtained from the Manager/ Registrar to the Offer.

9. GENERAL

a) Acquirer can revise the price upwards up to seven working days prior to closure of the offer and revision if any in the offer price would appear in the same newspapers where the Public Announcement has appeared. The same price would be paid to all shareholders who tender their shares in the offer.

b) Shareholders may note that 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 acceptance accordingly.

c) For any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer at the address mentioned in this Letter of Offer.

d) If the aggregate of the valid responses to the offer exceeds offer size, then the Acquirer shall accept the valid applications received on a proportionate basis in accordance with Regulation 21 (6) of the Regulations.

e) Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by the Acquirer making the offer, the Acquirer shall, accept offers received from shareholders on proportional basis in consultation with Merchant Bankers taking care to ensure that the basis of acceptance is decided in a fair and equitable manner and does not result in non-marketable lot. Provided that acquisition of shares from a shareholder shall not be less than the minimum marketable lot or the entire holding if it is less than the marketable lot. The marketable lot of the equity shares of the company is one share .

f) Acquirer shall acquire the equity shares from the shareholders of the Company who have validly tendered the equity shares under the Offer (i.e. equity shares and other documents are in order in accordance with the terms of the Offer) and remit the consideration in respect thereof on or before 13thJuly, 2005 in cash by Account Payee Pay Order/Demand Draft. Any delay will attract interest in terms of Regulation 22(12) of SEBI (SAST) Regulations 1997. The information as to whether the equity shares tendered by them have been accepted (in full or in part) or rejected and consideration payable would be sent by Registered Post.

g) Pursuant to the Regulation 13, the Acquirer has appointed Indian Overseas Bank, Merchant Banking Division as the Manager to the Offer.

h) Indian Overseas Bank, Merchant Banking Division, the Manager to the Offer, does not hold any equity shares of “NU-TECH”. Further, they have undertaken not to deal in the equity shares of “NU-TECH” up to a period of fifteen days after closure of the offer.

i) Acquirer accepts full responsibility for the information contained in this Letter of Offer and also for the obligations of Acquirer as laid down in the Regulations.

10. DOCUMENTS FOR INSPECTION

The following documents are regarded as material documents and are available for inspection at the office of Manager to the Offer mentioned on cover page of this document from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes.

1. Copy of Agreement dated 09/04/2005 between Acquirer and the Sellers in respect of the proposed acquisition of Industrial Investment trust Limited.

2. Copy of confirmation of opening of Escrow depository account by Manager to the offer.

3. Copy of MOU dated 13/04/2005 between Indian Overseas Bank, Merchant Banking Division Manager to the Offer and Acquirers.

4. Copy of letter dated 11th April 2005 from the Acquirer appointing MCS Limited as Registrar to the Offer.

5. Memorandum and Articles of Association of Acquirers.

6.Audited Annual Reports of the Acquirer for the financial Year 2002-03,2003-04,2004-05.

7. Memorandum and Articles of Association of “NU-TECH”.

8. Copies of Annual Report of Target Company for the financial years 2001-02, 2002-03 and 2003-04, certified financials (Limited review) for the Nine Months ended 31/12/2004.

9. Copy of certificate dated 09/04/2005 received from M/S Maharaj N R Suresh and Co, Chartered Accountants, regarding the ability of the Acquirer to complete the formalities under the Regulations.

10. Copy of Public Announcement as published in the newspaper on 15/04/2005.

11. Copy of Fixed Deposit Advice issued by Indian Overseas Bank, Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004 in terms of the Escrow requirements.

12. A letter from Indian Overseas Bank, Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004, dated 13.04.2005 confirming the amount kept in escrow account and a lien in favour of Merchant Banker.

13. Copy of Demat Statement issued by Indian Overseas Bank, Commercial & Institutional Credit Branch, DR.RadhaKrishnan Salai, Mylapore Chennai-600 004 in terms of the Escrow requirements.

14. Details of Securities deposited with Escrow Demat Account

S.NO	NAME	QUANTITY	FACE VALUE	PAID UP VALUE	MARKET VALUE ON 13.04.2005	MARGIN
1	Himachal Futuristic Limited	2 00 000	10	20 00 000	36 20 000	9 05 000
	TOTAL				36 20 000	9 05 000
	VALUE AFTER MARGIN @25%				27 15 000

15.Copy of confirmation of opening of special depository account by Registrar to the offer.

16. Due Diligence Certificate dated 27^th April,2005

17. Undertakings by the Acquirers

18.SEBI observation letter no CFD/DCR/AK/TO/37903/2005 dated 6.05.2005.

11. DECLARATION BY THE ACQUIRERS

The Acquirers accept full responsibility for the information contained in the Public Announcement and Letter of Offer and will be responsible for ensuring compliance with the obligations of Acquirer as laid down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto.

Sd/-

Director

M/S SUPER STAREXPORTS PRIVATE LIMITED

Director

M/S RANEKA FINCOM PRIVATE LIMITED

Director

M/S PADMAVATIASHA PROPERTIES AND PROJECTS PRIVATE LIMITED

Director

M/S PRANAM SECURITIES LIMITED

Date: 27/04/2005

Place: Chennai

Encl:

1. Form of Acceptance cum Acknowledgement

2. Form of Withdrawal

TO ACQUIRE

NU-TECH CORPORATE SERVICES LIMITED

Activity schedule

Activity

Original Schedule

Revised Schedule

INDEX

DEFINITIONS

RISK FACTORS

A. Relating to the Proposed Offer

3 BACKGROUND OF THE ACQUIRERS

Profit and Loss Statement

Profit and Loss Statement

Profit and Loss Statement

Profit and Loss Statement

Profit and Loss Statement

5 OFFER PRICE

Rs

7.4 STATUTORY APPROVALS