PUBLIC ANNOUNCEMENT TO THE SHAREHOLDERS OF

SERVE-ALL INVESTMENTS LIMITED

(Registered Office: Garden Mills Complex, Outside Sahara Gate, Surat-395010)

This Public Announcement (PA) is being issued by Ashika Capital Limited (hereinafter referred to as "ACL" or "Manager to the Offer"), for and on behalf of Mr. Yalamati Srinivasa Chakravarti (hereinafter referred to as �the Acquirer�) along with Mr. RamaKrishna Rao Kancharla alias Ram R Kancharla and Mr. Devarapalli Venkateswara Rao Pattabhi alias Venkat Davarapalli [hereinafter referred to as �Persons Acting in Concert� (PACs)] pursuant to Regulation 10 & 12 in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (hereinafter referred to as �Regulations�).

I.                      The Offer

a)     This Open offer is being made by Mr. Yalamati Srinivasa Chakravarti (Acquirer) along with Mr. Ram R Kancharla and Mr. Venkat Davarapalli (PACs) to the Equity Shareholders of SERVE-ALL INVESTMENTS LIMITED (hereinafter referred as �Target Company� or �SIL�).

b)     The Acquirer along with PACs had entered into a Share Purchase Agreement (�Agreement�) on 24^th April 2004 with the Promoters [Hereinafter referred to as "Sellers"] to acquire in aggregate 6,23,129 fully paid-up Equity Shares of Rs.10/- each, comprising 62.31% of the total Issued, Subscribed and Paid-Up Equity and Voting Share Capital of SIL at a price of Rs. 8.10/- (Rupees Eight and Paise Ten only) per share ("Negotiated Price") payable in Cash (�The Acquisition�).

c)     Pursuant to Regulation 10 & 12 of the Regulations, the Acquirer and PACs are now making this Open Offer (the �Offer�) to the Shareholders of SIL (other than the parties to the �Agreement�) to acquire up to 2,00,000 Fully Paid-up Equity Shares of Rs. 10/- each at a price of Rs.15/- per share representing 20% of its Subscribed and Voting Capital (�Offer Price�), payable in cash.

d)     The Offer is unconditional and not subject to any minimum level of acceptance.

e)     The Equity Shares of SIL are listed at The Stock Exchange, Mumbai [BSE] and The Stock Exchange, Ahmedabad [ASE]. Based on the information available, the shares of SIL have not been traded in the last 6 months at any of the Stock Exchanges. As the Shares of SIL are infrequently traded within the meaning of regulation 20(5) of the Regulations, the Offer Price has been determined in accordance with the following parameters:

                    i.      The Negotiated price under the agreement is Rs. 8.10/- per share.

                   ii.      The Acquirers have not acquired any equity shares of SIL during the 26 weeks prior to the date of PA including by way of allotment in a public, rights or preferential issue.

                 iii.      Other parameters as on 31.03.2003 such as Book Value, Earning per share and Return on Networth are Rs. 15.33/-, Rs. 0.86/- and 5.58% respectively.

                iv.      The P/E Multiple of the SIL considering the Offer Price of Rs. 15/- per share works out to 17.44. The average industry P/E for the sector in which SIL operates is 8.30. (Source: Capital Market, Volume XVIII/20, Dated Dec 8-21, 2003; Industry�Finance & Investments)

The Offer Price of Rs. 15/- per Equity Share of SIL is therefore justified in terms of regulation 20(11) of the Regulations.

f)       The Acquirer/PACs does not hold any Equity Shares of SIL as on the date of this Public Announcement. The Acquirer/PACs has not acquired either directly or through any other person any Shares of SIL during the 12 months preceding the date of Public Announcement.

g)     This is not a competitive bid.

h)     Acquirer/PACs have not entered into any separate non-compete agreements with the Sellers.

i)        The Acquirer and PACs has undertaken to comply with the Regulations and complete the Offer formalities irrespective of the compliance or fulfillment or outcome of the Agreement with the Sellers.

II.                Information about the Acquirer and Persons Acting in Concert (PACs)

a)     Mr. Yalamati Srinivasa Chakravarti, S/o. Shri. Satyanarayana Yalamati, aged about 40 years is residing at 302 Heritage Banjara, Pachavati Society, Road No.3, Banjara Hills, Hyderabad � 500 034, India. Tel. No.: 091-40-23354912. He completed Graduation in Commerce from Andhra University in the year 1983. He has over a decades of experience in the areas of Marketing and Administration. Presently he is working in Shiram Chits Pvt. Ltd. as Chief Executive.

His Net worth as on April 14, 2004 is Rs. 99.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjunga Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

b)     Mr. RamaKrishna Rao Kancharla alias Ram R Kancharla, S/o. Shri. Appa R Kancharla, aged about 47 years is residing at 2878, Meadowood Ln, Bloomfield Hills, MI 48302-1029, USA Contact Tel. No.: 001-248-712-0022. He is a person of Indian Origin and the citizen of USA. He completed Graduation in Science from Andhra University and qualified as a Chartered Accountant in the year 1983. He completed his Master of Science in Computer-Based Information Systems from Eastern Michigan University in the year 1989 and also qualified as Certified Public Accountants from American Institute of Certified Public Accountants in the year 1991.

He has over a decades of experience in the field of Information Systems. He co-founded the Computech, Inc., USA in the year 1996 and Systech, Inc., USA in the year 1995. Presently, he is the Chief Executive Officer of Computech, Inc., USA. He is a co-Promoter of Computech Enterprises Solutions Pvt. Ltd., India, which provides IT applications� solutions and services including e-Business Solutions, Enterprise Resources Planning (ERP) Implementation, Application Development, Remote Database Administration Services etc. He is also a director in C-Learn International Inc., Canada and HCL Enterprises Solutions, USA.

His Net worth as on April 14, 2004 is Rs. 1364.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjunga Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

c)     Mr. Devarapalli Venkateswara Rao Pattabhi alias Venkat Davarapalli, S/o. Shri. Pattabhi R Davarapalli, aged about 40 years is residing at 1608 Luther Avenue, Oakbrook Terrace, IL 60181, USA. Contact Tel. No.: 001-248-712-0022. He is a person of Indian Origin and the citizen of USA. He completed Graduation in Commerce from Brihman Maharastra College, Pune, Maharastra in the year 1985, obtained Post Graduation Certificate in Marketing and Finance Management from IMDR, Pune, Maharastra in the year 1987 and completed Bachelor in Law from ILS Law College, Pune, Maharastra in the year 1989. He also completed his Master of Science in Computer-Based Information Systems from Eastern Michigan University in the year 1993.

He has over a decades of experience in the areas of Computer Consulting, Training, Market Research etc. Presently, he is the President and Chief Executive Officer of HCL Enterprise Solutions, Oakbrook, IL, USA, which provides the services such as Software Consulting, Development, Support, Maintenance and Training. He is also a co-Promoter of Computech Enterprises Solutions Pvt. Ltd., India and co-founded Computech., Inc., USA. He is also a Director in C-Learn International Inc., Canada and Systech, Inc., USA.

His Net worth as on April 14, 2004 is Rs. 180.00 Lacs as certified by Mr. B. Balaji Viswanath (Membership No. 29357), Proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjunga Nagar, Srinagar Colony, Hyderabad-500 073 vide certificate dated 15-04-2004.

III.             Information about the Target Company

a)     SIL was originally incorporated on 10^th April 1985, as SERVE-ALL COMMERCIAL COMPANY LIMITED and the name was subsequently changed to SERVE-ALL INVESTMENTS LIMITED. The new Certificate of Incorporation consequent to change of name was obtained from Registrar of Companies (ROC), Gujarat on 20^th September 1995. The Registered Office of the Company is situated at Garden Mills Complex, Outside Sahara Gate, Surat�395 010.

b)     As on the date of this Public Announcement, the Issued and Subscribed Share Capital of the Company is Rs. 100.00 Lakhs (Rupees One Crore only) consisting of 10,00,000 Equity Shares of Rs. 10/- each. There are no partly paid up Shares.

c)     SIL is presently engaged in the business of Textile Trading and Investments. The company is not registered with RBI as Non-Banking Finance Company (NBFC).

d)      The Equity Shares of SIL are listed on The Stock Exchange, Mumbai (BSE) and The Stock Exchange, Ahmedabad (ASE). The equity shares are infrequently traded on the BSE and ASE in terms of explanation (i) to Regulation 20(5). The equity shares of the company have been included in �Z� Category on BSE.

e)     As per the Audited Accounts for the year-ended 31.03.2003, SIL had Total Income of Rs. 13.56 Lacs and Net Profit of Rs. 8.56 Lacs. The Networth, Book Value per share, Earning per share and Return on Networth for the year ended 31.03.2003 are Rs. 153.35 Lacs, Rs. 15.33, Rs. 0.86 and 5.58% respectively.

IV.              Reasons for the Acquisition and the Offer

a)     The offer to the shareholders of SIL is made in accordance with Regulation 10 & 12 of the Regulations.

b)     The prime object of the offer is to acquire substantial acquisition of shares/ voting rights accompanied with change in control and management of SIL.

c)     The Acquirer and PACs are engaged in the activities of Marketing, Computer and Software Development etc. Acquirer/PACs propose to expand operations of SIL into these areas. The Acquirer/PACs propose to restructure the business and wish to develop SIL on rational lines to conduct the proposed business activities. For said purpose, Acquirer/PACs propose to alter the main objects of SIL and also change the name of Company to reflect the business segment, which Acquirer/PACs proposed to operate. To augment the resources in the future, the Acquirer/PACs intend to participate in any Equity/Debt/Quasi Debt offering from SIL, be it subscription to the Rights Issue/Public Issue, Preferential allotment etc. Reorganisation and/or streamlining on the business, including diversification, will be considered in the larger interest of SIL by its Board of Directors in accordance with the applicable rules and laws.

d)       Through this acquisition, the Acquirer and PACs intends to expand their business and also derive benefits of Listed Company.

e)     The Acquirer/PACs do not have any plans to sell, dispose of or otherwise encumber any significant assets of SIL in the next two years, except in the ordinary course of business of SIL. SIL�s future policy for disposal of its assets, if any, will be decided by it�s Board of Directors, subject to the applicable provisions of the law and subject to the approval of the shareholders at a General Body Meeting of SIL, if so required.

V.                 Statutory Approvals/ Other Approvals required for the Offer

a)     The Offer along with any obligation relating to payment for, and purchase of, the shares tendered is subject to the receipt of necessary approval(s), if any, from the Reserve Bank of India ("RBI") under Foreign Exchange Management Act, 1999 ("FEMA") / Foreign Investment Promotion Board (�FIPB�), whichever applicable, for acquisition of shares under the �Agreement� and Offer.

b)     To the best of the knowledge of the Acquirer and PACs, no other statutory approvals are required to acquire the shares that are tendered pursuant to the Offer.

c)     In case of non-receipt of statutory approvals within time, SEBI has a power to grant extension of time to Acquirer and PACs for payment of consideration to the shareholders, who have accepted the Offer, subject to Acquirer/PACs agreeing to pay interest as directed by SEBI under Regulation 22(12) of the Regulations. Further, if the delay occurs on account of willful default by the Acquirer and PACs in obtaining the approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

VI.              De-listing option to the Acquirer

Pursuant to this offer the public shareholding in SIL will not be reduced to 10% or less of the Voting Share Capital. Hence the provisions of Regulation 21(3) of the regulations will not be applicable.

VII.           Financial Arrangements

a)     The Acquirer and PACs have adequate financial resources and has made firm financial arrangements for the implementation of the Offer in full out of its own sources/Networth and no borrowings from any bank and/or Financial Institutions is envisaged. Mr. B. Balaji Viswanath (Membership No.29357), proprietor of Balaji Viswanath & Co., Chartered Accountants, having office at 8-3-966/13, Nagarjunga Nagar, Srinagar Colony, Hyderabad-500 073 Tel. No. 23738233 has certified vide its letter dated April 24, 2004 that sufficient resources are available with the Acquirer and PACs for fulfilling the obligations under this "Offer" in full.

b)     The Acquirer has opened an Escrow Account in The Dhanalakshmi Bank Limited, Banjara Hills Branch, Hyderabad and made a Cash deposit of Rs. 7,60,000/- (Rupees Seven Lakhs and Sixty Thousand Only) in the account being more than 25% of the total consideration payable of Rs. 30,00,000/- in accordance with the �Regulations�.

c)     The Manager to the Offer i.e. Ashika Capital Limited has been solely authorised by the Acquirer to operate and realise the value of Escrow Account in terms of the Regulations.

d)     The Manager to the Offer (ACL) confirms that the firm arrangement for the funds and money for payment through verifiable means are in place to fulfill the Offer obligations.

VIII.        Other terms of the Offer 

a)     The Letter of Offer along with Form of Acceptance cum Acknowledgement will be mailed to all those shareholders of SIL (except the Acquirer and PACs, Other Promoters and Persons Acting in Concert) whose name appear on the Register of Members of SIL and to the beneficial owners of the shares of the SIL whose names appear on the beneficial records of the respective depositories, at the close of business hours on April 29, 2004 (the "Specified Date").

b)     Shareholders who wish to accept the offer and tender their shares will be required to send their duly signed Form of Acceptance cum Acknowledgement, Original Share Certificate (s) and duly signed and executed Transfer Deed (s) to the Registrar to the Offer, either by hand delivery on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by Registered Post so as to reach on or before the Closing of the Offer, i.e. July 20, 2004, in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

c)     The Registrar to the Offer has opened a Special Depository Account with CIL Securities Ltd. (Registered with CDSL), styled �AARTHI-SIL-ESCROW ACCOUNT-OPEN OFFER". The DP ID is IN 13500 and Client ID is 1201350000024559. Shareholders having their beneficiary account in NSDL have to use Inter depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Account.

d)     Beneficial owners and Shareholders holding shares in the Dematerialised Form who wish to tender their shares will be required to send their Form of Acceptance cum Acknowledgement along with a photocopy of the delivery instructions in "Off-Market" mode or counterfoil of the delivery instruction 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 on weekdays between (10.00 a.m. to 1.00 p.m. and 2.00 p.m. to 4.00 p.m.) or by Registered Post, on or before the closing of the Offer, i.e. July 20, 2004, in accordance with the instructions to be specified in the Letter of Offer and in the Form of Acceptance cum Acknowledgement.

e)     All owners of the shares, Registered or Unregistered (except the Acquirer and PACs, Other Promoters and Persons Acting in Concert) who own the shares any time prior to the closing of the Offer are eligible to participate in the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name & Address of the First Holder, Name(s) & Address (es) of Joint Holder(s) if any, Number of Shares held, Number of Shares offered, Distinctive Numbers, Folio Number, together with the original Share Certificate(s), valid Transfer Deeds and the original Contract Note issued by the Broker through whom they acquired their shares. No indemnity is required from unregistered owners.

f)       In case of non-receipt of the Letter of Offer, the eligible persons may send their consent to the Registrar to the Offer, on a plain paper stating the Name, Address, Number of Shares held, Distinctive Number, Folio Number and Number of Shares offered, along with documents as mentioned in above point (�e�), so as to reach the Registrar to the Offer on or before the closing of the Offer, i.e. July 20, 2004, in case of beneficial owners, they may send the application in writing to the Registrar to the Offer, on a plain paper stating the name, address, number of shares held, number of shares tendered, DP name, DP ID, Beneficiary Account Number and a photocopy of the delivery instruction in "Off-Market" mode or counterfoil of the delivery instruction in "Off-Market" mode, duly acknowledged by the DP, in favour of the Special Depository Account, so as to reach the Registrar to the Offer, on or before the closing of the Offer, i.e. July 20, 2004.

g)     The Registrar to the Offer will hold in trust the Share Certificates, shares lying in credit of the Special Depository Account, Form of Acceptance cum Acknowledgement, if any, and the Transfer Form/s on behalf of the shareholders of SIL who have accepted the Offer, till the Cheques/Drafts for the consideration and/or the unaccepted shares/share certificates are despatched/returned.

h)     Share Certificates, Transfer Forms and other documents in respect of shares not accepted under the Offer, if any, will be returned by Registered Post at the shareholders �unregistered owners� sole risk to the sole/first shareholder. Shares held in dematerialised form to the extent not accepted will be credited back to the beneficial owners' depository account with the respective DP as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement.

i)        In case the shares tendered in the Offer by the shareholders of SIL are more than the shares to be acquired under the Offer, the acquisition of the shares from each shareholder will be as per the provision of Regulation 21(6) of the Regulations on a proportionate basis. The rejected Applications / Documents will be sent by Regd. Post.

j)       The payment of acquisition of shares will be made by the Acquirer/PACs in Cash through a crossed Demand Draft/Pay Order to the equity Share holders of SIL whose equity share certificates and other documents are found in order accepted, with in 30 Days from the date of closing of the Offer.

k)      In terms of regulation 22(5A) of the Regulations, shareholders shall have the option to withdraw acceptances tendered up to three working days prior to the Offer Closing date by submitting the required documents, so as to reach the Registrar to the Offer. The withdrawal option can be exercised by submitting the Form of Withdrawal enclosed with Letter of Offer. Incase of non-receipt of Form of Withdrawal the withdrawal can be exercised by making it on plain paper along with the details as mentioned in the paragraph �e� above. The shares withdrawn by the Shareholders, if any, would be returned by Regd. Post.

l)        A Schedule of some of the major activities in respect of the Offer is given below:

IX.              General

a)     Shareholders who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, can Withdraw the same up to July 15, 2004 i.e. three working days prior to the date of Closing of the Offer.

b)     If there is any upward revision in the Offer Price up to seven working days prior to the date of closing of the Offer or withdrawal of the Offer, the same would be informed by way of Public Announcement in the same Newspapers where this original Public Announcement appeared and such revised Offer Price would be payable to all the shareholders who have tendered their shares any time during the Offer and accepted under the Offer.

c)      If there is a Competitive Bid:

              i.      The Public offers under all the subsisting bids shall close on the same date.

            ii.      As the offer price cannot be revised during 7 working days prior to the closing date of the offers/ bids, it would, therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly.

d)     Neither the Acquirer/PACs nor SIL have been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any other regulations made under the SEBI Act.

e)     Attention of the shareholders is invited to the fact that this Public Announcement will be available on the SEBI website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of Letter of Offer along with Form of Acceptance cum Acknowledgement and Form of Withdrawal, which will also be available on SEBI's website at www.sebi.gov.in from the Offer opening date i.e. June 21, 2004 and apply in the same.

f)       Pursuant to Regulation 13 of the Takeover Regulations, the Acquirer has appointed Ashika Capital Limited, Hyderabad, as Manager to the Offer.

g)     Aarthi Consultants Pvt. Ltd., having office at 1-2-285, Domalguda, Hyderabad �500 029. Tel: +91-40-2764 2217. Fax: +91-40-2763 2184. E-mail: aarcons@hd2.dot.net.in is the Registrar to the Offer. The Contact Person is Mr. G. Bhaskar.

h)     The Acquirer along with Persons Acting in Concerts accepts full responsibility severally and jointly for the information contained in this Public Announcement and also for the obligations of Acquirer laid down in SEBI (SAST) Regulations 1997 and subsequent amendments thereof.

i)        For further details, please refer to the Letter of Offer and Form of Acceptance cum Acknowledgement.

Issued by Manager to the Offer on behalf of the Acquirer:

Place: Hyderabad

Date: April 27, 2004.