b. As on the date of this Public Announcement, Shri Dharam pal Singh and Shri Jatinder Singh represent the Acquirer on the Board of Directors of OSL.

3. The Board of the Company comprises the following directors:

   Name Address

   Shri DharamPal Singh R-4/16, Raj Nagar, Ghaziabad (U.P.)

   Smt. Umlesh Yadav R-4/16, Raj Nagar, Ghaziabad (U.P.)

   Shri Kunal Singh R-4/16, Raj Nagar, Ghaziabad (U.P.)

4. Yadu Sugar limited is not a listed company.

e. The Company is not carrying on any business activity as of now. The income of the company is generated solely through the interest received on loans given to other companies.

6. Yadu Sugar Limited has not promoted any company, listed or unlisted. The other companies in the same group are Yadu Overseas Limited, Yadu Resorts (India) Limited, Dharam Putra Builders Private Limited and Samridhi Buildcon Private Limited.

The financial information of Acquirer is as follows:

3.2 INFORMATION ON SHRI DHARAM PAL SINGH, SMT. UMLESH YADAV, SHRI VIKAS SINGH AND SHRI JITENDER SINGH - PACs

a. Shri Dharam Pal Singh, S/o Shri Tej Pal Singh, R/o R-4/16, New Raj Nagar, Ghaziabad, (U.P.) is promoter -director of Yadu Sugar Limited. He is a sitting Member of Parliamentand is having wide experience in the sugar industry. He has promoted Yadu Overseas Ltd, Yadu Resorts (India) Ltd and Dharamputra Builders Private Ltd. and is holding directorship in the same. His personal net worth is Rs. 1,85,90,145 as on 31.03.2001 as certified by Shri Manoj Kumar Gupta M.No. 89677 of Manoj-Ambuj & Associates, FC-82, Shivaji Enclave, (Beh. Shivaji College) New Delhi-27 vide his certificate dated 28.02.2002.

b. Smt. Umlesh Yadav, W/o Shri Dharam Pal Singh, R/o R-4/16, New Raj Nagar, Ghaziabad, (U.P.) is promoter -director of Yadu Sugar Limited. She is director in Yadu Overseas Ltd. Her personal net worth is Rs. 1,78,90,161 as on 31.03.2001 as certified by Shri Manoj Kumar Gupta M.No. 89677 of Manoj-Ambuj & Associates, FC-82, Shivaji Enclave, (Beh. Shivaji College) New Delhi-27 vide his certificate dated 28.02.2002.

c. Shri Vikas Singh, S/o Shri Dharam Pal Singh , R/o R-4/16, New Raj Nagar, Ghaziabad, (U..P.) is promoter -director of Yadu Sugar Limited .He is director in Yadu Overseas Limited and Samridhi Buildcon Private Ltd. His personal net worth is Rs. 1,59,49,199 as on 31.03.2001 as certified by Shri Manoj Kumar Gupta M.No.89677 of Manoj-Ambuj & Associates, FC-82, Shivaji Enclave, (Beh. Shivaji College) New Delhi-27 vide his certificate dated 09.02.2002.He is not qualified to be appointed as a director on the board in terms of the Companies Act, 1956, as he is a co-accused in some of the criminal cases.

d. Shri Jatinder Singh, S/o Shri Shyam Singh, R/o R-4/17, New Raj Nagar, Ghaziabad, (U.P.) is having wide experience in the sugar industry. He is director in Yadu Resorts (India) Ltd. His personal net worth is Rs. 56,95,948 as on 31.03.2001 as certified by Shri Manoj Kumar Gupta M.No. 89677 of Manoj-Ambuj & Associates, FC-82, Shivaji Enclave, (Beh. Shivaji College) New Delhi-27 vide his certificate dated 28.02.2002.

e. Among the PACs , Shri Dharam Pal Singh and Shri Jitender Singh are directors on the board of Oswal Sugars Limited . Smt. Umlesh Yadav is wife of Shri Dharam Pal Singh and Shri Vikas Singh is son of Shri Dharam Pal Singh.

f. PACs are not directly participating in the offer. They are considered as PACs due to their holdings in the target company.

4. BACKGROUND OF TARGET COMPANY-OSL.

   OSL, is a Public Limited Company incorporated on the 12^th day of December, 1990 with the Registrar of Companies, Punjab, Chandigarh & H.P. and obtained the Certificate of Commencement of Business on 18^th day of December, 1990 and is having its Regd. Office at G. T. Road, Mukerian, Distt. Hoshiarpur (Punjab).

   OSL was promoted by Punjab Agro Industries Corporation Limited and Mukerian Papers Limited, a private sector company belonging to Lala Vidya Sagar Oswal Group, for the purpose of setting up an integrated sugar complex to produce Sugar and its allied products with co-generation of power. The company came out with its maiden Public Issue in the month of August, 1993 of Secured Partly Convertible Zero Interest Debentures aggregating to Rs. 1536 lacs. Presently, the business activity of the company is manufacturing of Sugar and its allied products. . The Plant of the company situated at Mukerian started its operations during 1994. The licensed capacity of the plant is 2500 TCD. During the Financial year 2000-2001, the capacity utilisation of the company has come down to 63.45% as compared to previous year's 93.83%.

   The company is making continuous losses in the past and has defaulted in repayment of institutional and term loans .Its claim for insurance amount has been rejected in the past.

   The equity shares of OSL are listed at Ahmedabad, Bangalore, Delhi, Madras, Calcutta, Ludhiana & Mumbai Stock exchanges. Company has been irregular in complying with the listing requirements and the listing fee for the year 1998-99 till date, to aforesaid stock exchanges has not been paid except for Mumbai Stock Exchange and Ludhiana Stock Exchange for which listing fee has been paid upto 2000-01. Trading of the shares of the Company are suspended on Delhi, Mumbai and Ludhiana stock exchanges.

   The applicable provisions of Chapter II of the Regulations have been duly complied with by the promoters of the company but the Target Company failed/ delayed in complying with the Regulations in certain years. The Acquirer has entered into an agreement on 22.03.2002 for acquisition of 40,11,907 equity Shares representing 25.95% of issued and subscribed capital and 26.04% of total voting rights of OSL at a price of Rs. 3.00 per share fully paid-up and to take the management control of the Company. The Target Company received a letter from Acquirer on same day i.e. intimating Oswal Sugars Limited of such an acquisition agreement. The Target Company in compliance with the Regulations in turn intimated Ahmedabad, Bangalore, Delhi, Madras, Calcutta, Ludhiana and Mumbai Stock Exchanges, where the shares are listed, vide their letter dated 22.03.2002.

   Share Capital of OSL as on 31.12.2001.

   Category	Number of Shares/ Voting Rights	% of Shares/ Voting Rights
   Fully paid-up Equity Shares	1,54,03,807	99.62
   Partly paid-up Equity Shares	58,000	0. 38
   Total	1,54,61,807	100.00

   There are no outstanding convertible instruments. The Company has obtained secured loans from IFCI, ICICI and IDBI to part finance the project. The Company has already repaid the entire outstanding loan to IFCI and ICICI under One-time settlement approved vide their respective letters dated 30.03.2000 and 28.06.2000. IDBI vide its letter dated 07.01.2002 had approved the One-time settlement proposal of the Company for repayment of the principal outstanding loan of Rs. 5,63,38,257/- in four equal installments of Rs. 1,40,84,564/- each.

   One application has been filed in the High Court for winding up and appointment of receiver, liquidator or custodian. Further, a decree has been filed against the Company in Ludhiana District Court for recovery of dues. Arbitration proceedings are pending in relation to a case of export of sugar to Ijaj brothers of Pakistan.

   There were no merger, de-merger or spin-off in OSL, during the last three years.

   The company OSL is not a Sick Industrial Company.

   No penal action has been taken by RBI against Target Company.

   The Board of Directors of OSL as on 30.11.2001 is given below:

   Name of Director	Date of Appointment	Designation	Address
   1. Shri N. K. Oswal	Since incorporation	Chairman	396, Rani Jhansi Road, Ludhiana ( Punjab)
   2. Shri D. P. Singh	03.05.2000	Director	R-4/16, Raj Nagar, Ghaziabad (U. P.)
   3. Shri Jatinder Singh	03.05.2000	Director	R-4/17, Raj Nagar, Ghaziabad (U. P.)
   4. Shri Ashwani Dewan	03.05.2000	Director	B – 14, Gulmohar Park,New Delhi
   5. Shri M. K. Katara	25.07.2000	Director	158, Jai Ram Bagh, Dayal Bagh, Agra- (U.P.)
   6. Shri H. S. Khorle	18.10.1992	Director	Kothi No. 5, Phase-III, B-I, S.A.S. Nagar, Mohali-160059( Punjab)

   As on date of Public Announcement i.e. 28.03.2002 Shri D. P. Singh and Shri Jatinder Singh, Directors on the Board of OSL represent the acquirer.

   As on the date of Public Announcement, the Board of Director is the same as on 31.12.2001 as mentioned above.

   The Financial information of OSL is as under:

   PROFIT & LOSS STATEMENT . (Rs. In Lacs)

   For the Year ended 31st March(Audited)	1999	2000	2001	31.12.2001 Un-audited
   Income from operations	3216.54	4335.60	3546.21	2554.92
   Other Income	165.26	1069.07	401.00	138.03
   Total Income	3381.80	5404.67	3947.21	2692.95
   Total expenditure	3417.83	4867.13	3517.72	3391.72
   Profit Before Depreciation Interest and Tax	(36.03)	537.54	429.49	(698.77)
   Depreciation	172.69	172.72	175.58	131.68
   Interest	526.87	473.20	259.42	239.56
   Profit before Tax	(735.59)	(108.38)	(5.51)	(1070.01)
   Provision for Tax	Nil	Nil	Nil	Nil
   Profit after Tax	(735.59)	(108.38)	(5.51)	(1070.01)*

   *Loss was suffered due to rejection of insurance claim of Rs.689.47 lacs of the company.

   BALANCE SHEET (Rs. In Lacs)

   As on 31st March (Audited)	1999	2000	2001	31.12.2001 un-audited Un-audited
   Sources of Fund
   Paid up Share Capital	1541.59	1541.83	1541.83	1541.83
   Reserve and Surplus (includingAdjustment for Miscellaneous expenses)	(102.72)	(183.47)	(169.44)	(1240.75)
   Net Worth	1438.87	1358.36	1372.39	*301.08
   Secured Loans	2700.32	2558.98	2943.21	1941.14
   Unsecured Loans	152.03	110.53	677.11	818.01
   Total	4291.22	4027.87	4992.71	3060.23
   Uses of Funds
   Net fixed assets including capital work in progress	2614.28	2442.49	2385.49	2253.84
   Investments	761.40	1119.40	95.80	52.12
   Net Current assets	915.54	465.98	2511.42	754.27
   Total	4291.22	4027.87	4992.71	3060.23

   * Prior period adjustments have been taken into account for calculating net worth.

   Other Financial Data

   Year ending	1999	2000	2001	10.12.2001 Un-audited
   Dividend (per share in Rs.)	Nil	Nil	Nil	Nil
   Earning per share-EPS Rs.	Nil	Nil	Nil	Nil
   Return on Net Worth	Nil	Nil	Nil	Nil
   Book Value per share*	9.31	8.79	8.88	1.95

   * Book value has been calculated on total number of issued shares.

   Pre and Post Offer shareholding (assuming full acceptance of the offer) pattern of OSL as on the date of the Public Announcement is detailed in the following table.

   S. no.		Shareholders		Shareholding & voting rights prior to the agreement/ acquisition & offer				Shares/voting rights agreed to be acquired which triggered off the SEBI (SAST) Regulations 1997			Share/Voting rights to be acquired in the open offer (Assuming full acceptance)					Shareholding after the acceptance of offer
   					No	%			No	%			No	%	No			%
   1.		Promoters & their Associates			4011907	26.04			--	--			--	--	--			--
   2.		Acquirer			1815000	11.78			4011907	26.04			3092362	20	8919269			57.82
   3.		Others			9635800	62.18			--	--			3092362	20	6543438			42.18
   		Total *			15403807	100												100

   * Only fully paid up shares are taken in to consideration for calculation of voting rights.

    

5. OBJECT OF THE OFFER

This offer to the shareholders of OSL is made in compliance of Regulation 10 and Regulation 12 of the SEBI (SAST) Regulations.

The Company has been incurring continuous losses from financial year 1998-99 onwards. In order to ensure it's continual running, the Acquirer has already advanced funds worth Rs.435.17 Lac as on dt.31.03.2001 to the company as Unsecured Loans for Working Capital and one time settlement with the Financial Institutions.

Further, in order to provide a strong management which is able to provide due support for turning around the operations and management of the company from it's current poor position, the Acquirer have come to the conclusion that, the interests of the Financial Institutions, the Company, the employees, shareholders and other Public at large can be served in a better way.

The Acquirer as of now shall take up the existing business of manufacturing of Sugar and its allied products with co-generation of power, as specified in the main object clause of the Memorandum of Association. The offer to the shareholder of OSL is made in accordance with Regulation 10 and 12 of the SEBI (SAST) Regulations.

The Acquirer as a result of this offer will acquire substantial acquisition of shares or Voting rights accompanied with change of control / management of Target Company (OSL) thereby effecting shifting of joint control and management of the Target Company into Single Control and management.

Acquirer has no intentions to dispose of or otherwise encumber any assets of OSL in the next two years except in the ordinary course of business.

1. The Equity Shares of OSL are listed at the Ahmedabad, Bangalore, Delhi, Madras, Calcutta, Ludhiana and Mumbai Stock Exchanges and are infrequently traded. As per Regulation 20 (3) of the SEBI (SAST) Regulations, the offer price of Rs. 3/- is determined by the Acquirer and the Merchant Banker taking into account the negotiated price under the agreement being Rs. 3.00 per fully paid up Equity Share and other parameters.

2. Nil quotations prevailed at Calcutta, Delhi , Ahmedabad, Bangalore, Madras, Ludhiana and Mumbai Stock Exchange.

3. As the annualised trading turnover is less than 2% of the total number of issued and paid-up equity shares of OSL, the shares of OSL are not frequently traded in terms of the SEBI (SAST) Regulations. The Offer Price of Rs. 3/- (Rupee Three Only) per equity share is justified in terms of Regulation 20 (3) of the SEBI (SAST) Regulations as it is the highest of the following:

c.Price paid by acquirer for preferential allotment made at any time

during 12 months period up to the date of closure of the offer.Not Applicable

• Target Company is non-dividend paying company.

• Hardly any liquidity on stock exchange of the shares of the target company.

6. The Company incurred losses of more than Rs. 10 crores during nine months of this financial year due to the following reasons:

• The insurance claim lodged by the Company in May 99 for Rs. 689.47 lacs which has been rejected by The New India Assurance Company Limited. The same has been considered as loss to the company in this year.

• Due to old plant, low capacity utilisation, defaults in repayment of loan to banks and institutions, levy and non levy sugar policy impact, the company could not recover interest cost and depreciation of Rs. 239.55 lacs and Rs.131.68 lacs respectively resulting in the loss to the company.

• The book value has been certified by Shri Deepak Agarwal, Membership no. 075883 of Agarwal Deepak & Associates vide his certificate dated 28.04.2002.

v) Having regard to what have been stated here in above, in the opinion of the Manager to the Offer and "Acquirer", since the Book Value of Shares is Rs. 1.95 per share, Earning per share of the Target company is Rs. nil (as per last audited accounts) as the shares of the target company are infrequently traded within the meaning of Regulation 20(3) and no dividend has been paid till date, the Offer Price of Rs.3/- per fully paid up Equity Share prior to the signing of acquisition agreement and price paid as negotiated price in Acquisition agreement as parameters (in accordance with Regulation 20 (6).

vi) If the "Acquirer" acquires shares after the date of Public Announcement up to 7 working days prior to the closure of the Offer at a Price higher than the Offer Price, then the highest Price paid for such acquisition shall be payable for all valid acceptances received under this Offer.

The total fund requirement is Rs. 92,42,286/- assuming that 100% offer is received and accepted.

In accordance with Regulation 28 of the SEBI (SAST) Regulations, the Acquirer has created an Escrow Account for the purpose of this offer in the form of fixed deposit with Bank of Baroda, East of Kailash Branch, New Delhi and Bank of Rajasthan, Kailash Colony Branch, New Delhi in the name of "Yadu Sugar Limited-Oswal Sugars Limited - Acquisition Escrow Account" to be operated by Shri M. K. Doogar of Doogar & Associates Limited, the "Manager to the Offer" for an amount of Rs. 92,77,086/-, (Rupees Ninety Two Lakhs Seventy Seven Thousands Eighty Six Only) being 100% of the total consideration payable to shareholders under the offer. The Acquirer has empowered the Manager to the Offer to operate the account as per SEBI (SAST) Regulations, 1997 as amended from time to time till completion of the formalities under the offer.

The Manager to the offer is satisfied about the ability of the Acquirer to implement the offer in accordance with the SEBI (SAST) Regulation as 100% money has been deposited in Escrow Account.

a) The Letter of Offer along with the Form of Acceptance Cum Acknowledgement will be mailed to the Equity shareholders of OSL whose names appear in the Register of members of OSL and the Beneficial owners of the Shares of OSL whose name appear on the Beneficial records of the respective depositories at the close of Business hours on 17.04.2002 (the "Specified Date"). The Letter of Offer will be mailed to such shareholders by 27.05.2002.

b) The current offer is not available to the parties to the Acquisition agreement dated 22.03.2002.

c) Shareholders who wish to tender their shares will be required to send the Form of Acceptance Cum Acknowledgement, original Share Certificate(s) /Counter receipts and Transfer Deed(s) to the Registrar to the Offer of the company by Regd Post/Courier/Hand delivery in accordance with the instructions specified in the Letter of Offer & Application Form.

d) The Registrar to the offer has opened a special depository account titled - "BEETAL A/c -OSWAL SUGARS LIMITED PUBLIC OFFER ESCROW A/C" with Abhipra Capital Limited. The DP Id is IN300206 and the beneficiary Id is10593332. Shareholders having their beneficiary account with CDSL have to use Inter Depository Delivery Instruction Slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

e) Those Shareholders who are holding shares of OSL in Demat form and wish to tender their shares under the offer will be required to send their Form of Acceptance Cum Acknowledgement along with a photocopy of the delivery instructions in "off-market" mode, duly acknowledged by the Depository Participant (DP) in favour of the Special Depository account, to the Registrar to the offer either by hand delivery Registered post or through courier on or before the close of the offer i.e. 29.06.2002.

f) The offer is also open to those persons who own the shares of the Company but are not registered holders of such share(s). All such persons should communicate their application to the Registrar to Offer together with the relevant Share Certificate(s) /Counter receipts, Transfer Deed(s) and the original contract note issued through the broker through whom they have acquired their Equity shares by Regd. Post/Courier/Hand Delivery.

g) All valid responses will be accepted subject to maximum of the offer made as per this Letter of offer .In case of response in excess of the offer made, the Acceptances would be accepted on proportionate basis in accordance with the Takeover Regulations.

h) The consideration for share(s) accepted will be paid by bankers cheque /demand draft and will be sent by registered post. The share certificate(s) /counter receipts ,transfer deeds and other documents, if any, will be returned by registered post.

i) The share Certificate(s) and share Transfer Deed(s) submitted by the Shareholders of OSL in acceptance of this offer will be held in Trust by the Registrar to offer for such shareholders till such time the acquirer pays the offer price.

j) That the provisions of Regulation 22 (16) are complied with i.e. acquisition agreement contain a clause that in case of any violation of SEBI Regulation 1997, the agreement will not be acted upon by sellers or acquirer.

The Offer is not subject to any minimum level of acceptance.

All owners of shares (registered/unregistered) can send their applications on plain paper in event of non-receipt of letter of offer and acceptance form.

No indemnity is required from unregistered shareholders.

Attention of shareholders of OSL is invited to the fact that the letter of offer, alongwith form of acceptance cum acknowledgement will be available on SEBI's website httpp/ www. sebi.gov.in and can be down loaded and used as an application.

As on date of this letter of offer, to the best of Acquirer's knowledge, there are no Statutory approvals required.

Where the acquirer is unable to make the payments to the shareholders within the period specified in this letter to offer, due to non-receipt of requisite Statutory approvals then regulation 22(12) of SEBI (SAST) Regulations 1997, as applicable, will be adhered to i.e. SEBI has power to grant extension of time to Acquirer for payment of consideration to shareholders subject to Acquirer agreeing to pay interest as directed by SEBI.

If there is any upward revision, in the Offer (Regulation 26) by the Acquirer till 19.06.2002, the last date of revision viz. at any time up to seven working days prior to date of closure of offer, i.e. 29.06.2002, the same would be informed by way of Public Announcement in the same newspaper where the original Public Announcement had appeared. Such revised Offer Price would be payable for all the shares tendered anytime during the offer.

In case of delay in receipt of statutory approvals, interest will be payable for the delayed period in terms of Regulation 22(12) of SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by the Acquirer in obtaining the approvals, regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

Accidental omission to dispatch this Offer Document to any person to whom this Offer is made or the non-receipt or delayed receipt of this Offer Document by any such person will not invalidate this Offer in any way.

The Letter of Offer together with Form of Acceptance cum Acknowledgement will be mailed to the shareholders of OSL (other than to the Parties to the Agreement) whose names appear on the Register of Members of OSL, at the close of business hours on 17.04.2002 (the "Specified Date").

All owners of shares, registered or unregistered as well as beneficial owners who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement, original Share Certificate(s), Transfer Deed(s) and delivery instructions, as the case may be to the "Registrar to the offer" as specified in paragraph 9 under "Procedure of Acceptance and Settlement" on or before 29.06.2002 in accordance with the instructions to be specified in the Letter of Offer and in the form of Acceptance cum Acknowledgement.

Each shareholders of OSL to whom this offer is being made, is free to offer his shareholding in OSL, in whole or part while accepting this offer. The Offer is to acquire from each of shareholders such number of Equity Shares, which shall not be less than the minimum marketable lot i.e. 1 share.

If the aggregate of the valid responses in the offer exceeds 30,80,762 Equity Shares, then the Acquirer shall accept the offer received from the shareholders on a proportionate basis, as per provisions of Regulation 21(6) of SEBI (SAST) Regulation, in such a way that the acquisition from each shareholders shall not be less than the marketable lot.

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

The acceptance must be unconditional and should be sent in the attached Form of acceptance cum Acknowledge duly filled in, signed by the applicant shareholder(s) and should be received by the company on or before 29.06.2002. If any change or modification is made, the acceptance is liable to be rejected.

The following documents are regarded as material documents and are available for inspection at the Registered office of the " OSL " from 10.30 a.m. to 1.00 p.m. on any working day, except Sunday and Holiday until the closure of the Offer.

• Certificate of incorporation and Memorandum and Articles of Association of Yadu Sugar Limited.

• Copy of Share purchase Agreement dated 22.03.2002.

• Copy of Public Announcement dated 28.03.2002.

• Annual Accounts of Yadu Sugar Limited for the Financial Year ended on 31^st March of 1999,2000 and 2001.

• Annual Reports of OSL for the above Financial Years.

• Letters from the Stock Exchanges informing the share price and volume data.

• Letter of Bank of Baroda, East of Kailash Branch, New Delhi confirming that the amount kept in Escrow Account marked in favour of Manager to offer and Shri M.K. Doogar has been empowered to operate it.

• Copy of Net worth certificate of Chartered Accountant dated 28.02.2002 and 09.02.2002 certifying net worth of PACs.

• Copy of FDR for the purpose of Escrow Account.

• Certificate of Chartered Accountant dated 28.04.2002 certifying realisable book value of OSL.

• Copy of letter from Securities and Exchange Board of India in terms of Regulation 18(2).

a. The Acquirer and PACs accept full responsibility for the information contained in this Letter of Offer.

b. Acquirer/ PACs would be severally and jointly responsible for ensuring compliance with the Regulations.

c. Manager to the Offer ensures that Shri Dharam Pal Singh is duly and legally authorised by the Acquirer and PACs to sign this Letter of Offer.

Dated: 24.05.2002