This Public Announcement is being issued by LKP Shares And Securities Ltd. (hereinafter referred to as the "Manager to the Offer") on behalf of Shapoorjee N. Chandabhoy Design Pvt. Ltd. and Armayesh Imports and Exports Private Limited (jointly called as the "Acquirers") and Mr. Armand N. Aga, Person Acting in Concert (PAC) pursuant to Regulation 10 &12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 and subsequent amendments thereto (hereinafter referred to as the "Regulations").

1.1 The Acquirers are Shapoorjee N. Chandabhoy Design Pvt. Ltd. and Armayesh Imports and Exports Private Limited having their registered office at Kamanwala Chambers, 2nd Floor, Sir. P. M. Road, Fort, Mumbai 400 001. The Person Acting in Concert is Mr. Armand N. Aga whose details are given in item 3.2.1 below.

1.2 Shapoorjee N. Chandabhoy Design Pvt. Ltd. ("the Buyer") has entered into a Share Purchase Agreement (hereinafter referred to as "SPA") on 24th October, 2003 with the Promoters of Virat Industries Limited; (1) Mr. Bipinchandra Purshottamdas Patel (2) Bipinchandra P. Patel (HUF) (3) Mrs. Virbalaben Bipinchandra Patel (4) Miss. Vaishali Bipinchandra Patel (5) Mr. Hrudayesh Bipinchandra Patel (6) Hrudayesh B. Patel (HUF) (7) Mrs. Theresa Hrudayesh Patel (8) Miss. Priyanka Hrudayesh Patel
(9) Miss. Anoushka Hrudayesh Patel (10) P. H. Patel Industrial Manufacturers Private Limited (11) Parmeshvari Finstock Private Limited (l2) Shri. Adi Fredoon Madan (hereinafter referred to as the "Sellers"). In terms of the SPA, the Sellers have agreed to sell and the buyer has agreed to purchase 10,65,600 fully paid up equity shares of Rs. 10/- each of Virat Industries Limited a Company incorporated under the Companies Act, 1956 and having its Registered Office at A-1/2, GIDC Industrial Estate, Kabilpore, Navsari - 396 424, Gujarat. (hereinafter referred to as "Virat" or "Target Company"), from the Sellers, for cash at a price of Re. 0.10 per fully paid up equity share upon the terms and subject to the conditions of the SPA, representing 24.05% of the voting equity capital of Virat as on the date of this announcement ("Saleable Shares").

1.3 The salient features of the SPA are:

(i) Simultaneous with the execution of the SPA, the parties enter into the Escrow Agreement with the Escrow Agent, Malvi Ranchoddas & Co; Advocates Solicitors & Notary in terms of which:

(a) The buyer shall deposit the Purchase Price with the Escrow Agent.

(b) The Sellers shall deliver to the Escrow Agent :

(ii) On the Completion date, persons as the buyer may nominate shall be appointed Directors.

(iii) The Escrow Agent will release the purchase price to the Sellers and the properties listed in item (b) above to the buyers when the Managers to the Offer issues a letter signifying the completion of all formalities pertaining to this Offer.

(iv) Notwithstanding anything contained in any other Article of the SPA in the event of a competitive bid being made within 21 days from the announcement of the open offer, the following shall take place:

(a) This SPA shall stand suspended till the outcome of the competitive
bid is known. (b) If the competitive bid is unsuccessful, the SPA shall stand revived as if there was no competitive bid.

(v) In case of non-compliance of any provision of Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 1997 by the Buyer, this SPA shall not be acted upon by the parties.

2.1 The Acquirers and PAC are making the offer in terms of Regulation 10 & 12 of the Regulations.

2.2 The present offer is being made to all the shareholders of Virat (except the Acquirers, PAC and sellers) to acquire upto 8,86,200 (Eight Lac Eighty Six Thousand Two Hundred) fully paid up equity shares of Virat of face value of Rs. 10/- each representing 20% of the voting capital in terms of Regulation 21(1) of the Regulations at a price of Rs. 4.10 per equity share ("offer price") payable in cash in terms of Regulation 20 ("the offer").

2.3 The offer is not subject to any minimum level of acceptances. The Acquirers will acquire all the paid up equity shares of Virat that are validly tendered and accepted in terms of this offer upto 8,86,200 equity shares.

2.4 All shares tendered shall be free from lien, charges and encumbrances of any kind whatsoever.

2.5 The equity shares of Virat are listed on The Stock Exchange, Mumbai (BSE), The Vadodara Stock Exchange (VSE) and The Stock Exchange, Ahmedabad (ASE). The equity shares are not infrequently traded on BSE (the Exchange where it is most frequently traded), but are infrequently traded on VSE and ASE in terms of Explanation (i) to Regulation 20(5) of the Regulations in relation to the six month period prior to the month in which this Public Announcement is made.

2.6 Mr. Armand N. Aga, PAC, one of the Promoters and Directors of Shapoorjee N. Chandabhoy Designs Pvt. Ltd has acquired 65,100 equity shares of Virat in the open market transactions during the 12 month period prior to the date of this Public Announcement. The highest price paid by Mr. Armand N. Aga for acquiring shares in Virat is Rs. 2.55, while the average price paid by him for acquiring the abovesaid 65,100 equity shares is Rs. 2.08 per share.

2.7 Based on the information available, the shares of Virat are frequently traded on BSE (Source: BSE website) in terms of explanation (i) to Regulation 20(5) of the Regulations during the six calendar months prior to the month of October 2003 in which this announcement is made. The Offer price of Rs.4.10 per share has been determined as per Regulation 20(4) of the Regulations taking into account the following factors: (a) The Negotiated Price under SPA : Rs. 0.10 per share. (b) The highest price paid by Mr. Armand N. Aga a Promoter and Director of one of the Acquirer Companies for acquisition of shares during 26 week period prior to the date of this Announcement.: Rs. 2.55 per share. Other than Mr. Armand N. Aga, none of the Acquirers nor any of its Directors have acquired any equity shares of Virat during the 26 weeks period prior to this Announcement either by way of allotment in public, or rights issue or by way of preferential allotment by Virat or otherwise. (c) Average of the weekly high and low of the closing prices of shares of Virat on BSE, where it is most frequently traded (Rs.2.00 per share) during the 26 weeks preceding the date of this announcement which is higher than the average of the daily high & low of the closing prices during the 2 weeks period preceding the date of this Announcement (Rs. 1.90 per share) : Rs. 2.00 per share. The offer price of Rs. 4.10 per share being higher than all the above parameters is justified in terms of Regulations 20(4) of the Regulations applicable in respect of frequently traded shares.

The shares of Virat are not traded on the VSE and ASE during the six calendar months prior to the month of October 2003, in which this Announcement is made. Accordingly, the offer price of Rs. 4.10 per share is justified in terms of Regulation 20(5) of the Regulations applicable to "infrequently traded" shares by taking into account the following factors: (a) The negotiated price under the SPA for acquisition of shares of Virat by Shapoorjee N. Chandabhoy Design Pvt. Ltd. is Re. 0.10 per share. (b) The highest price paid by Mr. Armand N. Aga, a Promoter and Director of one of the Acquirer companies for acquisition of shares during 26 week period prior to the date of this announcement is Rs. 2.55 per equity share. (c) The other parameters based on audited accounts for the 15 month period 1st April 2003 to 30th June 2003 are mentioned below:

(d) The Offer Price of Rs. 4.10 per share is higher than the Book value of the shares, and is at a premium of 32.25% over the highest traded price of Rs. 3.10 in last 26 weeks on 11th July,2003. The industry to which it can be categorised is "Textile-Products" but the scale of operations being small it is not comparable with the other players in the segment. Taking into account all the above factors, the Offer Price of Rs. 4.10 per share is justified in terms of the Regulations.

2.8 Mr. Armand N. Aga, Director of Shapoorjee N. Chandabhoy Design Pvt. Ltd holds 65,100 equity shares in Virat as on the date of this announcement. Except for Mr. Armand N. Aga no other Acquirers nor any of its Directors, hold any shares in Virat.

3.1.1 The Acquirer Companies, Shapoorjee N. Chandabhoy Design Pvt. Ltd. and Armayesh Imports and Exports Pvt. Ltd. were incorporated under the Companies Act, 1956 on 27th April, 2000 and 15th October, 1986 respectively, and have
their registered offices at Kamanwala Chambers, 2nd Floor, Sir. P.M.Road, Fort, Mumbai - 400 001.

3.1.2 The Acquirer Companies were promoted by Mr. Naozer J. Aga and Mr. Armand N. Aga. The Acquirers belong to the Armayesh Group, that comprises 8 privately held companies and two partnership firms, promoted by Mr. Naozer Jamshed Aga, a first-generation entrepreneur and some of his family members. Mr. Naozer Aga is a Non-resident Indian.

3.1.3 None of their group companies are listed on any Stock Exchange.

3.1.4 The business of Shapoorjee N. Chandabhoy Design Pvt. Ltd. is hand embroidery designs for high fashion, interior décor etc. for markets in India and overseas. The business of Armayesh Imports and Exports Pvt Ltd. is the supply of hand embroidered items in the Indian Market and it is also in the business of finance and investment. Neither of these Companies is an NBFC.

3.1.5 The financial data of Shapoorjee N. Chandabhoy Design Pvt. Ltd. and Armayesh Imports and Exports Pvt. Ltd as per Audited Accounts for the respective periods is mentioned below:

* Annualised

3.2.1 Mr. Armand N. Aga, a Promoter and Director of Shapoorjee N. Chandabhoy Design Pvt. Ltd., one of the Acquirers has acquired 65,100 equity shares of Virat in the open market during the preceeding 26 weeks. He is treated as a Person Acting in Concert (PAC). Mr. Armand N. Aga, son of Mr. Naozer J. Aga, aged 34 years, is a Commerce graduate. He is resident at Rusi House, 1st floor, Corner of Darabsha, L. Jagmohandas Marg, Nepean Sea Road, Mumbai - 400 036. M/s. R.D.Shenvi, Chartered Accountants, having their office at 15-A, Bhatia Society, Lt. Dilip Gupte Marg, Mahim, Mumbai - 400 016. (Proprietor Mr. R.D.Shenvi, Membership No. 35818) vide their Certificate dated 24th October, 2003 have certified that the Networth of Mr. Armand N. Aga is over Rs. 40.60 lacs as on 31st July, 2003.

Mr. Armand N. Aga has about 10 years business experience. Except for Virat, he is not on the Board of Directors of any other listed company. He will not acquire any shares in the Target Company received consequent to this Announcement.

3.2.2 Except for Mr. Armand N. Aga, there are no Persons Acting in Concert with the Acquirers viz. Shapoorjee N. Chandabhoy Design Pvt. Ltd. and Armayesh Imports and Exports Private Limited. It is further clarified that though there are other entities in the Armayesh Group, none of these have acquired any shares in Virat nor do they intend to acquire any shares in Virat through this open offer or in any other manner.

3.2.3 In terms of Regulation 22(9) of the Regulations Mr. Naozer J. Aga and
Mr. Armand N. Aga who are Directors of the acquiring Companies and are also on the Board of Directors of Virat, shall recuse themselves and will not participate in any matter(s) concerning or 'relating' to the offer including any preparatory steps leading to the offer.

4.1 Virat, is a Public Limited Company incorporated under the Companies Act, 1956, having its Registered Office at A-1/2, GIDC Industrial Estate, Kabilpore, Navsari - 396 424, Gujarat.

4.2 Virat was incorporated on 11th October, 1990 as "Oral Hygiene Pvt. Ltd.". Its name was subsequently changed to "Oral Hygiene Ltd." on 4th August, 1993 and further changed to "Virat Industries Ltd." on the same date i.e. 4th August, 1993.

4.3 As on the date of Public Announcement, Virat has a subscribed and paid up equity share capital of Rs. 443.10 lacs comprising 44,31,000 fully paid up equity shares of Rs. 10 each. There are no partly paid up shares of Virat. Virat has not allotted any warrants entitling the holder to shares of the Company.

4.4 Virat is a 100% Export oriented unit engaged in the business of manufacture and sale of dress socks of various varieties for men and women. It has a manufacturing plant at Navsari in Gujarat.

4.5 The shares of Virat are listed on BSE, VSE and ASE.

4.6 (a) Brief financial particulars of Virat based on the latest audited accounts for the 15 month period 1st April 2002 to 30th June 2003 are as under:

The total income of Virat for the 15 month period ended 30th June 2003 was Rs. 321.47 lacs and net loss for the same period after accounting for loss on write down of fixed assets (Rs.33.20 lacs) but before accounting for extraordinary items, was Rs. 276.20 lacs. (b) During the accounting period 1st April 2002 to 30th June 2003, Virat entered into a One-time settlement (OTS) with Industrial Development Bank of India (IDBI) for repayment of its outstanding loans and interest accrued thereon as on 1st April 2003. As per the sanctioned terms of the OTS, Virat was required to pay Rs.345 lacs in settlement of all its dues to IDBI. Virat has accounted for said waiver of outstanding loan and interest of Rs. 394.43 lacs (Net) and disclosed the same under the head "Extraordinary items" including Rs. 21.23 lacs towards consequential write back of depreciation previously charged on exchange difference capitalised on foreign currency loans now waived to the extent stated above. (c) Virat has a paid-up capital of Rs. 443.10 lacs and carried forward accumulated losses of Rs. 263.36 lacs thus resulting in a networth of Rs. 179.74 lacs. The book value of the share is Rs. 4.06. (d) Virat has complied with the requirements of Chapter II of the Regulations except in the year 1997 when there was a delay in compliance of Regulations 6(2), 6(4) and 8(3) by 135 days each.

4.7 Subsequent to the date of previous audited annual accounts for the period ended 30th June 2003, Virat has paid IDBI Rs.345 lacs in terms of the above mentioned OTS.

5.1 This offer is being made in compliance with Regulation 10 & 12 of the Regulations for the purposes of substantial acquisition of equity shares and / or voting rights, and the resultant change in control of Virat in terms of the SPA.

5.2 Shapoorjee N. Chandabhoy Design Pvt. Ltd is engaged in the business of hand embroidery, designs for high fashion, interior décor markets in India and overseas. Armayesh Imports and Exports Pvt. Ltd. is engaged in the business of supplying hand embroidered items in the Indian market. After acquiring the shares and control of Virat, the Acquirers will examine possibilities of rehabilitation of the Target Company mainly by improving capacity utilisation backed by export orders. The acquisition is expected to facilitate synergised operations between the Acquirers and Virat. The Acquirers capabilities and skills in creating designs for high fashion, marketing skills and financial resources will enable the Acquirers to exploit synergies with Virat.

5.3 The Acquirers currently do not have plans to dispose off or otherwise encumber any assets of Virat in the next 2 years except in the ordinary course of business of Virat. Further, the Acquirers undertake not to sell, dispose off or otherwise encumber any substantial assets of Virat except with the prior approval of the shareholders.

6.1 The Offer is subject to the Acquirers obtaining the approval of the RBI under Foreign Exchange Management Act, 1999 ("FEMA"), for acquiring and transferring the equity shares held by non-resident shareholders who tender their shares in this Offer, if any. The necessary application will be made by the Acquirers in this regard on closure of the Offer.

6.2 To the best of knowledge and belief of the Acquirers and PAC as of the date of this Announcement, there are no other statutory approvals required to implement the Offer. No approvals are required from FI's/Banks for the Offer.

6.3 Subject to the receipt of statutory approvals, the Acquirers shall complete all procedures relating to the Offer including payment of consideration within 30 days of Offer closing date. In case of delay in receipt of any statutory approvals, SEBI has the power to grant an extension of the time required for payment under the Offer provided that the Acquirers agree to pay Interest in accordance with Regulation 22(12) of the Regulations. Further, if the delay occurs due to willful default of the Acquirers in obtaining the requisite approvals, Regulation 22(13) of the Regulations will also become applicable.

The Acquirers and PAC have given an undertaking to the Manager to the Offer that the Acquirers and PAC do not intend to acquire shares of Virat from the open market or otherwise, during the offer period, so as to take their holding including full acceptance of all shares received in this Open Offer, to 90% of the total paid up capital of the Company. Hence, pursuant to this offer, the public shareholding in Virat will not be reduced to 10% or less than 10% of the voting capital of Virat. Therefore, the provisions of Regulation 21(3) of the Regulations are not applicable.

8.1 In terms of Regulation 16(xiv) of the Regulations it is confirmed that the Acquirers have made firm financial arrangements to meet their Offer obligations in full.

8.2 The financial obligations of the Acquirers under the Offer will be fulfilled through existing borrowings and internal resources of the Acquirers and no further borrowings from Banks or FI's or NRI's or otherwise is envisaged.

8.3 The maximum fund requirements for the Offer, assuming full acceptance, will be Rs. 36,33,420/- (Rs. Thirty Six Lac Thirty-three Thousand Four Hundred Twenty only). In accordance with Regulation 28 of the Regulations, the Acquirers have deposited Rs. 9,10,000/- (Rs. Nine Lac Ten Thousand Only) being over 25% of the entire amount of the consideration, in an Escrow account with the State Bank of India, Nariman Point Branch, Mumbai in the form of a Fixed Deposit for a period of 90 days and a lien has been marked in favour of the Managers to the Offer. The Acquirers have duly authorised the Manager to the Offer to realise the value of the Escrow account in terms of the Regulations.

8.4 M/s. R. D. Shenvi & Co; Chartered Accountants having their office at 15-A, Bhatia Society, Lt. Dilip Gupte Marg, Mahim, Mumbai 400 016 (Propreitor Mr. R. D. Shenvi Membership No. 35818) have certified vide certificate dated 24th October 2003 that on the basis of necessary information and explanation given by the Acquirers and on the verification of assets, liabilities and the requirement of funds, the Acquirers have adequate resources and immediate access to liquid assets to meet the financial requirements of the Open Offer.

8.5 The Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer and confirms that firm arrangements for funds and money for payment through verifiable means are already in place to fulfill the offer obligations.

9. Other terms of the Offer:

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

9.2 A Letter of Offer ("the Letter of Offer"), specifying the detailed terms and conditions of this offer, along with a Form of Acceptance-cum-Acknowledgement ("the Form of Acceptance") and Form of Withdrawal, will be mailed to all the shareholders of Virat (other than the Acquirers, PAC and Sellers) whose
names appear on the register of members of Virat, to the beneficial owners of the equity shares of Virat whose names appear on the beneficial records of the respective depositories, at the close of business hours on 29th October, 2003 ("the Specified Date").

9.3 All the Shareholders registered or unregistered, (except the Acquirers, PAC and Sellers) who own equity shares of Virat anytime before the closure of the Offer are eligible to participate in the Offer.

9.4 Shareholders who are holding equity shares in physical form and wish to tender their equity shares will be required to send the Form of Acceptance-cum-Acknowledgement, original Share Certificate(s) and blank transfer deed(s) duly signed to Intime Spectrum Registry Ltd., Registrar to the Offer ("the Registrar to the Offer"), so that the same are received on or before the close of the offer, i.e. 15h January 2004, at either of the addresses given below in 9.6, in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance.

9.5 Shareholders holding equity shares in Dematerialised Form: The Registrar to the Offer has opened a Special Depository Escrow Account with Infrastructure Leasing and Financial Services Limited, as the Depository Participant ("DP") in Central Depository Securities Limited (CDSL). Beneficial owners and shareholders holding equity shares in the dematerialised form, will be required to send their Form of Acceptance to the Registrars to the Offer at either of the addresses given below in 9.6 either by hand delivery during business hours on week days or by registered post so that the same are received on or before the close of the offer, along with a 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 Depository Participant ("DP"), in favour of "ISRL-Virat Escrow Open Offer-" filled in as per the instructions given below:

DP Name : Infrastructure Leasing and Financial Services Limited

Client ID Number : 1601480000015199

DP ID Number : 14800

Shareholders having their beneficiary account in National Securities Depository Limited ("NSDL") have to use inter-depository delivery instruction slip for the purpose of crediting their equity shares in favour of the Special Depository Escrow Account with CDSL as described above.

In case of non-receipt of aforesaid documents, but receipt of equity shares in the Special Depository Escrow Account, the Offer shall be deemed to be accepted. Shareholders should ensure that the credit for the equity shares tendered should be received in the Special Depository Escrow Account on or before Closure of the Offer, i.e. 15th January 2004.

9.6 All owners of equity shares of Virat, registered or unregistered who wish to avail of and accept the Offer can hand deliver the Form of Acceptance-cum-Acknowledgement along with all the relevant documents on all working days i.e. from Monday to Friday : Between 10.00 a.m. and 4.00 p.m. to the Registrar's office at: Intime Spectrum Registry Ltd., Building No. C-13, First Floor, Pannalal Silk Mill Compound, L.B.S. Marg, Bhandup (West), Mumbai-400078 Tel No.: 022-55555454 Fax:022-55555353 e-mail: nikunj@intimespectrum.com OR Intime Spectrum Registry Ltd., 203 Davar House, 197/199 D. N. Road, Mumbai 400 001 Tel. No.: 022 -2269 4127 Fax No: 022-2567 2693 email: vivek@intimespectrum.com.

Non-residents if any, should also enclose copy of permission received from Reserve Bank of India for the shares held by them in Virat.

Neither the share certificate(s) nor transfer deed(s) nor the Form of Acceptance should be sent to the Acquirers or PAC or Virat or Manager to the offer.

9.7 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 Escrow Account is received on or before the date of closure of the Offer, i.e. 15th January 2004, else the application would be rejected.

9.8 Unregistered owners who do not receive a copy of the Letter of Offer can send their application in writing on plain paper stating Name, Address, Number of equity shares held, Number of equity shares offered, Distinctive Nos., Folio No., together with the original Share Certificate(s), valid transfer deeds and the original contract note issued by the broker of a recognised stock exchange, through whom they acquired their equity shares and / or such other documents as may be specified, so as to reach the Registrars to the Offer on or before the closure of the Offer, i.e. 15th January, 2004.

9.9 No indemnity is required from the unregistered owners whilst accepting the offer.

9.10 In case of non-receipt of the Letter of Offer, eligible persons may send their consent to the Registrar to the Offer, at either of the addresses given in 9.6 on plain paper stating Name, Address, Number of equity shares held, Distinctive Nos., Folio No., Number of equity shares offered, along with documents as mentioned above, so as to reach the Registrars to the Offer on or before the closure of the Offer, i.e. 15th January, 2004.

9.11 The Registrars to the Offer will hold in trust the equity shares / share certificates, equity shares lying in credit of the Special Depository Escrow Account, Form of Acceptance, if any, and the transfer form(s) on behalf of the shareholders of Virat who have accepted the Offer, until the cheques / drafts for the consideration and / or the unaccepted equity shares / share certificates are despatched / returned.

9.12 If the aggregate of the valid responses to the Offer exceeds 8,86,200 paid-up equity shares, then the Acquirers shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the Regulations. The equity shares of Virat are in compulsory dematerialised form and the minimum marketable lot is one equity share.

9.13 Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post / Speed Post at the shareholders' / unregistered owners' sole risk to the sole / first shareholder. Equity shares held in dematerialised form, to the extent not accepted, will be credited back to the beneficial owners' depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance or otherwise.

9.14 Dispatches involving payment of a value in excess of Rs. 1500/- will be made by registered post/speed post at the shareholder's sole risk. Rejected documents will be sent by registered post/speed post. All other despatches will be made by ordinary post at the shareholder's sole risk. All cheques / demand drafts will be crossed Account Payee and will be drawn in the name of the first holder, in case of joint holder(s). In case of unregistered owners of shares, payment will be made in the name of the person stated in the contract note. It will be desirable if the shareholders provide bank account details in the Form of Acceptance-cum-Acknowledgement for incorporation in the cheque / demand draft.

Specified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company, (except the Acquirers, PAC and Sellers) are eligible to participate in the Offer anytime before the closure of the Offer.

9.16 In case RBI approval for acquisition of shares from non-resident shareholders is unduly delayed, the Acquirers reserve the right to proceed with payment to the resident shareholders whose shares have been accepted by the Acquirers in terms of this Offer, pending payment to the non-resident shareholders, subject to the entire amount payable to non-resident shareholders being kept in a separate escrow account whose value can be realised by the Manager as per the Regulations.

10.1 Neither the Acquirers nor the PAC nor the Sellers nor any company in which the PAC is a Director or holds controlling interest, have been prohibited by SEBI from dealing in securities, under directions issued pursuant to Section 11B of the SEBI Act, 1992.

10.2 Pursuant to Regulation 13 of the Regulations, the Acquirers have appointed LKP Shares & Securities Ltd., Mumbai as Manager to the Offer.

10.3 Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement / Letter of Offer, can withdraw the same upto three working days prior to the date of closure of the offer. The withdrawal option can be exercised by submitting the document as per the instruction below and in the Letter of Offer, so as to reach the Registrar to the Offer at either of the collection centres mentioned in 9.6 above, as per the mode of delivery indicated therein on or before 12th January, 2004.

10.4 Should the Acquirers decide to revise the offer price upward, such upward revision will be made in accordance with Regulation 26 of the Regulations not later than Tuesday, 6th January 2004. i.e. 7 (seven) working days prior to the offer closing date. If the offer price is revised upward, such revised price will be payable to all the shareholders who have accepted this offer and submitted their shares at any time during the period between the offer opening date and the offer closing date to the extent their shares have been verified and accepted by the Acquirers. Any such upward revision will be announced in the same newspapers in which this Public Announcement appears.

10.5 If there is a competitive bid :

10.6 The Acquirers reserve the right to withdraw the Offer pursuant to Regulation 27 of the Regulations. Any such withdrawal will be notified in the form of a Public Announcement in the same newspapers in which this Public Announcement appears.

10.7 For further details, please refer to the Letter of Offer, the Form of Acceptance and the Form of Withdrawal.

10.8 The Boards of Directors of the Acquirers and PAC accept full responsibility for the information contained in this Announcement and also for their obligations as Acquirers and PAC as laid down in the Regulations.

10.9 Eligible persons to the Offer may download a copy of this Public Announcement from SEBI’s website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the Letter of Offer, Form of Acceptance and Form of Withdrawal, which will be available on SEBI’s website www.sebi.gov.in. from the Offer opening date i.e. 17th December 2003 and can apply on the same.

(SEBI Regn. No.: MB/INM000002483)

112A, Embassy Centre, Nariman Point, Mumbai - 400 021.

Tel.: 91-22 - 2287 4785 / 86 Fax : 91-22 - 2287 4787

Contact Person: Mrs. Bhairavi Nachane E-Mail: openoffer@lkpsec.com

Place : Mumbai Date : 28th October 2003