LETTER OF OFFER

This Document is Important and requires your Immediate Attention

This Letter of Offer is sent to you as fully paid up equity Shareholder(s) of Stresscrete India Limited (SIL). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Merchant Banker/ Registrar to the Offer. In case you have recently sold your shares in the Company, please hand over this Letter of Offer and the accompanying Form of Acceptance cum acknowledgement and Transfer Deed to the Member of the Stock Exchange through whom the said sale was effected.

a)	Name & Address of the Acquirers Name & Address of the Persons acting in concert (PACs)	M/s. Joy Home Creation Pvt. Ltd. 131/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5 Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 Tel. No.56941470 Fax. No. 26163276. Mr. Jawahar Mahi 601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 Tel: (R) 26240097. Ms. Jayant Soni Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056 Tel: (R) 26191718. Mrs. Marina J. Mahi 601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 Tel: (R) 26240097. Mr. Bhavin J. Soni Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056 (R) 26191718.
b)	Name & Address of the registered office of the Target Company.	Stresscrete India Limited (SIL) Survey No. 35/10, Lohop Village, Khalapur Taluka, Dist. Raigad. Telfax: 9521- 92251061
c)	Number and Percentage of Equity Shares of the Target Company proposed to be Acquired by the Acquirers through the open offer.	10,00,000 fully paid equity shares representing 20% of the equity share capital and 21.17% of voting capital from existing shareholders.
d)	Offer Price & Mode of Payment.	Rs. 4/- per share payable in Cash.
e)	This Letter of Offer is made pursuant to Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof.
f)	The offer is not conditional.
g)	The necessary statutory approval for making payment to the NRI shareholders whose shares have been accepted in the offer shall be taken from RBI by the Acquirers after the close of the offer.
h)	“Shareholders who have accepted the offer by tendering the requisite documents, in terms of the Public Announcement/Letter of Offer, can withdraw the same upto three working days prior to the date of the closure of the offer” i.e.: 15-5-2004 by filling the withdrawal form attached herewith. The withdrawal form is also available on the SEBI website (www.sebi.gov.in ).
i)	Upward revision of offer, if any, would be informed by way of P.A. on or before 5-5-2004 in respect of such changes in all the newspapers in which the original public announcement was made. The Acquirers shall pay the revised price for all the shares tendered any time during the offer.
j)	If there is competitive bid: v The public offers under all the subsisting bids shall close on the same date. v 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 shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly
k)	The Copy of Public Announcement and Letter of Offer (including Form of Acceptance cum acknowledgement) are also available on the SEBI website (www.sebi.gov.in).

Manager To The Offer

Registrar to the Offer

Aryaman Financial Services Limited,

208, Maker Chambers V,

2^nd floor,

Nariman Point,

Mumbai – 400 021.

Tel.: (022) 22826464,22883134

Fax: (022) 22882590

Email: afsl@vsnl.com

Contact Person: Mrs. Radha Kirthivasan

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup, Mumbai- 400 078.

Tel: 55555454

Fax: 25672693/25689678

Email: isrl@intimespectrum.com

Contact Person: Mr.Sanjeev Nandu

SCHEDULE OF ACTIVITIES:

ACTIVITY	DAY & DATE	REVISED DAY & DATE
Public Announcement	Thursday, 19-2-2004	Thursday, 19-2-2004
Specified Date (for the purpose of determining the names of shareholders to whom the Letter of Offer would be sent)	Saturday, 13-3-2004	Saturday, 13-3-2004
Last date for a Competitive Bid	Thursday, 11-3-2004	Thursday, 11-3-2004
Date by which Letter of Offer to be posted to the shareholders.	Friday, 2-4-2004	Monday, 05-04-2004
Date of Opening of the Offer	Friday, 16-4-2004	Friday, 16-4-2004
Last date for revising the offer price / Number of shares	Wednesday, 5-5-2004	Wednesday, 5-5-2004
Last date for withdrawal of acceptance by the shareholders	Tuesday, 11-5-2004	Tuesday, 11-5-2004
Date of Closure of the Offer	Saturday, 15-5-2004	Saturday, 15-5-2004
Date by which acceptance / rejection under the Offer would be communicated and the corresponding payment for the acquired shares and/ or the unaccepted shares/ share certificates will be dispatched / credited.	Saturday, 12-6-2004	Saturday, 12-6-2004

INDEX

PARTICULARS	PAGE NO.
Disclaimer Clause	3
Details of the Offer	4
Background of the Acquirers including PAC’s	5
Disclosure in terms of Regulation 16(ix)	9
Disclosure in terms of Regulation 21(3)	9
Background of the Target Company	9
Offer Price and Financial Arrangements	13
Terms & Conditions of the Offer	16
Procedure for Acceptance and Settlement of the Offer	17
Documents for Inspection	19
Declaration by the Acquirers including PAC’s	20

DEFINITIONS

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

ACQUIRERS	M/s. Joy Home Creation Pvt. Ltd. Mr. K. Jawahar Mahi Mr. Jayant Bhawanji Soni
PACs	Mrs. Marina J. Mahi Mr. Bhavin J. Soni
TARGET COMPANY / SIL	M/s. Stresscrete India Limited
FORM OF ACCEPTANCE	The form of application cum acknowledgement and authority, which is enclosed with this Letter of Offer.
LOF	This Letter of Offer.
PUBLIC ANNOUNCEMENT (PA)	Announcement of the offer issued in newspapers on 19-2-2004.
TAKEOVER REGULATIONS	Securities And Exchange Board Of India (Substantial Acquisition of Shares & Takeover) Regulations, 1997 and subsequent amendments thereof.
SEBI	Securities And Exchange Board Of India
OFFER PRICE	Rs. 4/- (Rupees four only) per fully paid up share
MANAGER TO THE OFFER	Aryaman Financial Services Limited.
REGISTRAR TO THE OFFER	Intime Spectrum Registry Ltd.
BSE	The Mumbai Stock Exchange
PERSONS ELIGIBLE TO PARTICIPATE	All Fully Paid Up Equity shareholders of SIL registered and unregistered and the beneficial owners who own the shares at any time prior to the closure of the offer, except the Acquirers and parties to the agreement
SELLERS	Mr. Arvind B. Shah Mrs. Jyoti Arvind Shah

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 SHAREHOLDERS OF M/S. STRESSCRETE INDIA 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 ACQUIRERS IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER M/S. ARYAMAN FINANCIAL SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED 3-3-2004 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES & 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 OF THE OFFER."

2. DETAILS OF THE OFFER

2.1 BACKGROUND OF THE OFFER

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

2. This offer is being made by M/s. Joy Home Creation Pvt. Ltd. having office at 131/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5 Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049, Mr. Jawahar Mahi residing at 601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 and Mr. Jayant Soni residing at Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056 (Hereinafter referred to as ‘Acquirers’) to the fully paid up equity shareholders of M/s. Stresscrete India Limited having their registered office at Survey No. 35/10, Lohop Village, Khalapur Taluka, Dist. Raigad. (Hereinafter referred to as SIL/Target Company).

3. The Acquirers have entered into the following agreements dated 17-2-2004.

NAME OF THE ACQUIRERS	NAME & ADDRESS OF THE VENDORS	NO. OF SHARES TO BE ACQUIRED	% OF VOTING SHARE CAPITAL OF TARGET COMPANY
Mr. Jayant Bhavanji Soni	Mr. Arvind B. Shah 6-A, Satya Sadan, Matunga, Mumbai- 400019. Tel: 24095810	68,300	1.45%
Mr. K. Jawahar Mahi	--do--	1,52,200	3.22%
M/s. Joy Home Creation Pvt. Ltd	--do--	1,95,750	4.14%
Mr. Jayant Bhavanji Soni	Mrs. Jyoti A. Shah 6-A, Satya Sadan, Matunga, Mumbai- 400019. Tel: 24095810	83,750	1.77%
	Total	5,00,000	10.58 %

The agreements are for purchase of fully paid up equity shares for cash at a price of Rs. 4/- per share.

The mode of payment of the consideration for the shares acquired under the agreement is cash and the total consideration of Rs. 20 lakhs has been paid within 3 (three) days of the date of the Public Announcement. The agreement dated 17-2-2004 contains a clause that it is subject to the provisions of SEBI (SAST) Regulation and in case of non-compliance with any of the provisions of the Regulations, the agreement for such sale shall not be acted upon by the Vendors or the Acquirers.

5. As on the date of the agreement, the Acquirer viz. M/s. Joy Home Creation Pvt. Ltd. holds 500 shares in the Target Company.

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

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

8. The Composition of the Board of Directors in SIL Post-acquisition and Offer shall be determined on completion of all formalities relating to the Offer.

9. The offer is not a conditional offer.

2.2 DETAILS OF THE PROPOSED OFFER

1. The public announcement was made by the Acquirers on 19-2-2004 in compliance with Regulation 15 of the Takeover Regulations in all the editions of Financial Express, (English National Daily), Jansatta (Hindi National Daily) and Punya Nagari (Marathi Daily). The Public Announcement is also available on the SEBI website at www.sebi.gov.in

2. The Acquirers are making an offer to the fully paid up equity shareholders of SIL is to acquire further 10,00,000 equity shares representing 20% of the equity share capital and representing 21.17% of voting capital at a price of Rs. 4/- per share The payment to the shareholders whose shares have been accepted shall be by cash and will be paid by cheque / demand draft.

3. The Acquirers have not acquired any shares of the target company after the date of P.A. and upto the date of this LOF.

2.3 OBJECT OF THE ACQUISITION /OFFER

1. The Acquirers have entered into an agreement with the promoter group shareholders of SIL for acquisition of around 10.58% of the voting share capital of SIL. The Acquirers further propose to increase their shareholding beyond 15% by acquisition of shares through this public announcement in pursuance to Regulation 10 and 12 other provisions of Chapter III and in compliance with the SEBI (SAST) Regulations and for Substantial acquisition of shares and voting rights and control over the target company.

2. The Acquirers, M/s. Joy Home Creation Private Limited, Mr. Jawahar Mahi and Mr. Jayant Soni along with PACs, Mrs. Marina J. Mahi and Mr. Bhavin J. Soni are engaged in the business of construction and development of properties. The directors of JHCPL have experience in the construction industry for over 3 decades. Through this acquisition, the acquirers intend to expand their business and also derive benefits of listed company.

3. BACKGROUND OF THE ACQUIRERS

3.1 INFORMATION ABOUT THE ACQUIRERS

1. Since M/s. Joy Home Creation Pvt. Ltd. has acquired only 500 equity shares of the Target Company (which is less than 5% of the paid up capital of the Target Company), the provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 is not applicable. The other Acquirers and PACs have not acquired any shares in the target company, hence the compliance with the required provisions of Chapter II of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations 1997 is not applicable.

2. The Acquirers (including PACs) have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any of the Regulation made under the SEBI Act.

3. There has been no agreement between the Acquirers as regards the open offer.

I) M/S. JOY HOME CREATION PVT. LTD (JHCPL)

a. JHCPL incorporated on 29^th April, 2002, is having its Registered office at 131/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5 Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049, Tel. No.56941470 Fax. No. 26163276. JHCPL has been promoted by Mr. Jayant B.Soni and the Directors of the Company are Mr. K. Jawahar Mahi, Mr. Jayant B. Soni, Mrs. Marina J. Mahi and Mr. Bhavin J. Soni.

b. JHCPL has been incorporated with the main object of carrying on the business of construction and development of residential and commercial premises. JHCPL is presently engaged in the business of construction and development of properties. The income is derived mainly from construction activities.

c. The Authorised Share Capital of the company as on 31-12-2003 was Rs. 50 lakhs, divided into 5 lakhs equity shares of Rs. 10/- each. The Issued, subscribed and paid-up capital of the company comprises of 30 lakh divided into 3 lakh equity shares of Rs. 10/- each. There are no calls in arrears. As on date there are no partly paid up shares in the company. The equity shares of the Company are not listed on any stock exchange.

d. Board Of Directors

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

Name	Residential Address
Mr. K. Jawahar Mahi	601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049
Mr. Jayant Bhavanji Soni	Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056.
Mrs. Marina J. Mahi	601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049
Mr. Bhavin J. Soni	Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056.

Mr. K. Jawahar Mahi and Mr. Jayant Bhawanji Soni are on the Board of Target Company. They have confirmed that they shall comply with the Regulation 22(9) of SEBI Takeover Regulations.

e. FINANCIAL HIGHLIGHTS:

PROFIT & LOSS ACCOUNT

(Rs. In Lakhs)

PARTICULARS	FOR THE NINE MONTHS ENDED 31/12/2003 (CERTIFIED & AUDITED)	AS ON 31/03/2003 (AUDITED)
Total Income	0.05	0.07
Administrative & Expenditure	6.62	0.36
Financial Expenses	6.86	1.18
Depreciation	0.09	-
PBT	(13.52)	(1.45)
Provision for Tax	-	-
Profit After Tax	(13.52)	(1.45)

BALANCE SHEET

(Rs. in lakhs)

Particulars	FOR THE NINE MONTHS ENDED 31/12/2003 (AUDITED)	As on 31/03/2003 (AUDITED)
Sources of Funds
Authorised, Issued & Paid up Equity Capital	30.00	5.00
Reserves	125.00	0.00
Net worth	155.00	5.00
Secured Loan	250.00	0.00
Unsecured Loan	157.36	118.06
Total	562.36	123.06
Application of Funds
Net Fixed Assets	0.97	0.00
Investments	0.01	0.00
Net Current Assets	546.20	121.37
Misc. Exp. Not W/o	0.20	0.24
Profit and Loss Account (Debit Bal)	14.98	1.45
Total	562.36	123.06

Other Financial Data:

Ratios	FOR THE NINE MONTHS ENDED 31/12/2003 ( CERTIFIED & AUDITED)	As on 31/03/2003 (AUDITED)
Dividend	Nil	Nil
Earnings Per Share	(4.51)	(2.92)
Return on Net Worth (%)	(9.67)	(44.20)
Book Value Per Share	46.61	7.08

II. MR. K. JAWAHAR MAHI

a. Mr. K. Jawahar Mahi, aged 39 years, is residing at 601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 Tel: (R) 26240097.

b. Mr. K. Jawahar Mahi has experience of over 13 years in the areas of import and export procedures and market practices and around 8 months in the construction industry. His profile includes identifying the project, liasioning with various authorities for effecting the entire operation of the projects undertaken.

c. The net-worth of the Mr. K. Jawahar Mahi as on December 31, 2003 is Rs.3.30 lacs as certified by M/s. Bipin D. Karani & Company -Chartered Accountants, (membership no. of Mr. Bipin D. Karani– Proprietor is 35433), having their office at 14, Khandke Bldg. No. 2, 81, N. C. Kelkar Road, Patilwadi Mard, Dadar (w), Mumbai-28 Tel. No. 24327651/24327652 Fax: 24327653.

III. MR. JAYANT BHAVANJI SONI

a. Mr. Jayant Bhavanji Soni, aged 47 years, is residing at Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056. Tel: (R) 26191718.

Mr. Jayant Bhavanji Soni has over last 10 years of experience. He is in the business of shares and securities and property development under the name of ‘M/s. Joy Builders’ since last 5 years. For his services to the business he has been conferred with the ‘Vyapar Ratna’ by Kutch Development Organisation during the year 2000. This award is an yearly award given for achieving the highest turnover in individual capacity amongst Kutchi Dasa Oswal Jain Community. Apart from JHCPL, he is a promoter of M/s. Joy Builders (proprietary firm), M/s. Jain Octroi Corporation (proprietary firm) and a promoter and director in M/s. Money Anchor Financial Services Pvt. Ltd

The net-worth of the Jayant Bhavanji Soni as on December 31, 2003 is Rs.74.13 lacs as certified by M/s. Bipin D. Karani & Company -Chartered Accountants, (membership no. of Mr. Bipin D. Karani– Proprietor is 35433), having their office at 14, Khandke Bldg. No. 2, 81, N. C. Kelkar Road, Patilwadi Mard, Dadar (w), Mumbai-28 Tel. No. 24327651/24327652 Fax: 24327653.

Details of the companies / proprietorship firm promoted by Mr. Jayant B. Soni are as follows :

(i) M/s. Money Anchor Financial Services Private Limited

Nature of Business	Financial Services
Date of Incorporation	19.08.1996
(Rs. In lacs
	31.12.03 (Certified)	31.03.03 (Audited)	31.03.02 (Audited)	31.03.01 (Audited)
Equity Capital	75.00	30.00	30.00	30.00
Preference capital	20.00	20.00	20.00	20.00
Reserves	208.47	28.46	26.38	26.24
Total Income	-	14.06	2.04	41.16
Profit / Loss After Tax	(7.06)	2.12	0.14	27.04
Net Asset Value (without considering preference share capital	36.85	19.48	18.56	18.46
Earnings per share	-	0.71	0.05	9.01

The Company is not a Sick Industrial Company.

(ii) M/s. Joy Builders – Proprietary Firm

Nature of Business	Builders & Developers
Year of Incorporation	1995
(Rs. In lacs)
	31.03.03 (Audited)	31.03.02 (Audited)	31.03.01 (Audited)
Capital account	28.37	61.74	28.28
Total Income	49.72	94.08	41.94
Profit Transferred to Capital Account	0.00	72.91	20.35

(iii) M/s. Jain Octroi Corporation

Nature of Business	Octroi & Clearing Agent
Years of Commencement	1983
(Rs. In lacs)
	31.03.03 (Audited)	31.03.02 (Audited)	31.03.01 (Audited)
Capital account	(24.59)	(27.30)	(35.20)
Total Income	19.09	18.16	21.29
Profit Transferred to Capital Account	2.64	1.42	1.41

3.2 INFORMATION OF THE PACS:

I. MRS. MARINA J. MAHI

a. Mrs. Marina J. Mahi, aged 40 years residing at 601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049 Tel: (R) 26240097.

Mrs. Marina J. Mahi is wife of Mr. Jawahar Mahi who is a Director of Joy Home Creation Pvt. Ltd. She takes active interest in the social activities. She is the promoter of M/s. Aditi Corporation a proprietary firm.

The net worth of Mrs. Marina J. Mahi as on December 31, 2003 is Rs. 18.95lacs as certified by M/s. Bipin D. Karani & Company -Chartered Accountants, (membership no. of Mr. Bipin D. Karani– Proprietor is 35433), having their office at 14, Khandke Bldg. No. 2, 81, N. C. Kelkar Road, Patilwadi Mard, Dadar (w), Mumbai-28 Tel. No. 24327651/24327652 Fax: 24327653.

Details of the companies / proprietorship firm promoted by Mrs. Marina Mahi are as follows :

(i) M/s. Aditi Corporation

Nature of Business	Dealing in shares, securities
Year of Establishment	2001
(Rs. in lacs)
	31.03.03 (Audited)	31.03.02 (Audited)
Capital Account	3.08	2.05
Total Income	2.84	0.01
Profit Transferred to Capital Account	0.13	0.00

II. MR. BHAVIN J. SONI

Mr. Bhavin J. Soni aged 24 years, is residing at 23, Chandan Bungalow, N.S.Road No. 2, Behind N.M. College, JVPD Scheme, Vile Parle (W), Mumbai- 400 056. Tel: 26191718.

Mr. Bhavin J. Soni supervises the operations of the group which consists of M/s. Joy Builders and M/s. Joy Home Creation Pvt. Ltd. He coordinates the marketing and sales operation. Mr. Bhavin J. Soni is the son of Mr. Jayant Bhawanji Soni and is on the Board of Joy Home Creation Private Limited and M/s. Money Anchor Financial Services Pvt. Ltd.

c. The net worth of Mr. Bhavin J. Soni as on December 31, 2003 is Rs.17.43lacs as certified by M/s. Bipin D. Karani & Company -Chartered Accountants, (membership no. of Mr. Bipin D. Karani– Proprietor is 35433), having their office at 14, Khandke Bldg. No. 2, 81, N. C. Kelkar Road, Patilwadi Mard, Dadar (w), Mumbai-28 Tel. No. 24327651/24327652 Fax: 24327653.

4. DISCLOSURE IN TERMS OF REGULATION 16 (ix)

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

The Acquirers do not have any intention to dispose of or otherwise encumber any assets of SIL in the next two years except in the ordinary course of business of SIL. The acquirers have undertaken not to sell, dispose of or otherwise encumber any substantial asset of SIL except with the prior approval of the shareholders.

3. Through this acquisition, the acquirers intend to expand their business and also derive benefits of listed company.

4A. OPTION IN TERMS OF REGULATION 21(3)

Since the Post offer Public shareholding of the target company would not fall below 10% of the paid up and voting share capital, option in terms of Regulation 21(3) is not applicable.

5. BACKGROUND OF THE TARGET COMPANY

a. SIL is a Public Limited Company having its Registered Office at Survey No. 35/10, Lohop Village, Khalapur Taluka, Dist. Raigad Tel fax: 9521-92251601.

b. The company was originally incorporated on October 23, 1982. The Company has been promoted by Mr. Arvind B. Shah and Mr. Kanaiyalal Patel. The Directors of the company are Arvind B. Shah, Mr. Kanaiyalal Patel, Mrs. Arti J. Gandhi, Mr. Sanjeev Puri, Mr. Bharat B. Shah, Mr. K. Jawahar Mahi and Mr. Jayant Bhawanji Soni. There has been no change in the name of the Target Company since listing of its shares.

c. The Authorised Share Capital of the company as on 31.03.2003 was Rs. 525.00 lakhs, divided into 52.5 lakhs equity shares of Rs. 10/- each. The Issued, subscribed and paid-up capital of the company comprises of 500 lakhs divided into 50 lakhs equity shares of Rs. 10/- each. There are calls in arrears amounting to Rs. 10.62 lakhs in respect of 2,76,800 shares. The equity shares of SIL are listed on The Mumbai Stock Exchange. The Company has not complied with the Regulation 6 of SEBI (SAST) Regulations, 1997.

d. SIL was incorporated with the main objects of carrying of precast prestress concrete civil construction. Presently the company derives its income mainly from concrete civil construction activities.

e. The total Income of the Company for the year ended 31^st March, 2003 was Rs. 686.53 lakhs with a net profit of Rs. 11.95 lakhs. The net-worth of the company was Rs. 493.24 lakhs. The book value per share as on 31^st March 2003 was Rs.9.86 without adjusting any financial implications or qualification of auditor’s report. The earnings per share is Rs. 0.27 and return on networth being 2.72%. The Total Income of the Company for the year ended 30^th September, 2003 was Rs. 203.24 lakhs with a net profit of Rs. 5.20 lakhs. The net-worth of the company was Rs. 506.09 lakhs. The book value per share as on 30^th September 2003 was Rs. 10.12. The earnings per share is Rs. 0.18 and return on networth being 1.74%.

f. SHARE CAPITAL STRUCTURE AS ON THE DATE OF THE PUBLIC ANNOUNCEMENT

PAID-UP EQUITY SHARES OF TARGET COMPANY	NO. OF SHARES /VOTING RIGHTS	%AGE OF SHARE CAPITAL	%AGE OF SHARE VOTING CAPITAL
Fully paid up shares	47,23,200	94.46%	100%
Partly paid up shares	2,76,800	5.54%	-
TOTAL	50,00,000	100.00%	100.00%

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

g. COMPLIANCE WITH LISTING AND OTHER STATUTORY REQUIREMENTS:

As informed by the Target Company as regards the status of compliance with the listing requirement, the promoters have presently complied with all the requirements. The Target Company has complied with Reg. 8(3) with delay and has not complied with Regulation 6 of SEBI (SAST) Regulations, 1997. The company has not complied with the provisions of Regulation 8 for the year 2001. Further it has complied with the provisions of Regulation 8 with a delay for the years 1999, 2000, 2003. SEBI shall take suitable action against the Company for the aforesaid non-compliances with the provisions of Chapter II of the Regulations. No punitive action has been taken by the Stock exchange against the Company.

The company, nor its promoters nor the directors have been barred by SEBI to deal in securities in terms of directions issued u/s. 11B of the SEBI Act. No action has been initiated against the promoters / directors under any regulations under the SEBI Act.

h. BOARD OF DIRECTORS

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

Name	Residential Address
Mr. Arvind B. Shah	6-A, Satya Sadan, Matunga, Mumbai- 400 019.
Mr. Kanaiyalal Patel	10805, Piney House Meeting Road, Potomac, M.D. 208854, U.S.A
Mrs. Aarti Gandhi	578, Jagdish Bldg, Jame Jamshedji Road, King’s Circle, Mumbai- 400 031.
Mr. Bharat B. Shah	B/207, Sarvodaya Apartment, Narayan Nagar, Bhayandar (West), Thane- 400 101.
Mr. Sanjeev Puri	Puri Niketan, 12^th Road, Chembur, Mumbai- 400 071.
Mr. K. Jawahar Mahi	601/10, Juhu Sai Darshan Co-Op Housing Soc. Ltd. N. S. Road No. 5, Extn, J.V.P.D Scheme, VileParle (W), Mumbai- 400 049
Mr. Jayant Bhawanji Soni	Ashiana 5/15, Azad Nagar Co-op Housing Soc. Ltd., N. S. Road No.1, J.V.P.D Scheme, VileParle (W), Mumbai- 400 056.

Mr. K. Jawahar Mahi and Mr. Jayant Bhawanji Soni are on the Board of Target Company. They have confirmed that they shall comply with the Regulation 22(9) of SEBI Takeover Regulations.

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

i. FINANCIAL HIGHLIGHTS

(i) Profit & Loss Statement:-

(Rs in lakhs)

PARTICULARS	HALF YEAR ENDED 30/9/2003 (Certified)	YEAR ENDED 31/03/2003 (Audited)	YEAR ENDED 31/03/2002 (Audited)	YEAR ENDED 31/03/2001 (Audited)
Total Income	203.24	686.53	633.46	318.36
Total Expenditure	212.21	664.62	610.07	311.52
Profit before Tax	(8.97)	21.91	23.39	6.85
Provision for taxation:
Income Tax	(14.17)	6.00	2.00	0.60
Deferred Tax	-	3.96	6.80	-
Profit After Tax	5.20	11.95	14.59	6.25
Prior Period Adjustments	3.60	1.47	0.07	(3.25)
Profit and loss for previous year	33.69	20.26	106.81	103.82
Less: Deferred tax of earlier years	-	-	101.22	-
Balance carried to Balance sheet	42.49	33.69	20.26	106.81

(ii) Balance Sheet Statement :

(Rs in lakhs)

PARTICULARS	HALF YEAR ENDED 30/9/2003 (Certified)	YEAR ENDED 31/03/2003 (Audited)	YEAR ENDED 31/03/2002 (Audited)	YEAR ENDED 31/03/2001 (Audited)
*Source of Funds :-*
Issued & Subscribed Capital	500.00	500.00	500.00	500.00
Less: Calls in Arrear	10.62	10.62	10.62	10.62
Paid up Share Capital	489.38	489.38	489.38	489.38
Reserves & Surplus	72.24	64.69	53.78	142.84
Net Worth	506.09	493.24	469.25	545.21
Secured Loans	196.04	229.79	174.10	199.49
Unsecured Loans	4.00	-	-	-
Net deferred Tax Liabilities	97.80	111.98	108.02	-
TOTAL	859.46	895.84	825.28	831.71
*Uses of Funds:-*
Net Fixed Assets	508.44	526.51	568.11	495.44
Investments	0.004	0.004	0.004	0.004
Net Current Assets	325.24	339.50	219.25	290.27
Misc. Expend not W/O	25.78	29.82	37.91	46.00
TOTAL	859.46	895.84	825.28	831.71

(iii) Other Financial Data:-

(Rs in lakhs)

PARTICULARS	HALF YEAR ENDED 30/9/03 (Certified)	YEAR ENDED 31/03/03 (Audited)	YEAR ENDED 31/03/02 (Audited)	YEAR ENDED 31/03/01 (Audited)
Dividend (%)	--	--	--	--
Earning Per Share (Rs)	0.18	0.27	0.29	0.06
Return on Net Worth (%)	1.74	2.72	3.13	0.55
Book Value per Share (Rs)	10.12	9.86	9.39	10.90

The shareholding Pattern of the target company based on the voting capital is as follows:

Shareholders Category

Voting Capital prior to the agreement / acquisition and

offer (A)

Voting Capital agreed to be acquired which triggered off the regulations.

(B)

Voting Capital to be acquired in open offer (assuming full acceptances).

(C)

Voting Capital after the acquisition

and offer i.e.

(D)

No.

1) Promoter Group

a) Parties to agreement, if any

b) Promoters other than (a) above

Total 1(a+b)

5,00,000

12,91,380

17,91,380

10.59

27.34

37.93

(5,00,000)

(10.59)

12,91,380

27.34

2) Acquirers

a) Acquirers

b) PACs

Total 2 (a+b)

500

0.01

5,00,000

10.59

10,00,000

21.17

15,00,500

31.77

3) Parties to agreement

other than 1(a)

and 2

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

a. Fi’s / MF’s / FII’s / Banks, SFI’s

b. NRIs

c. Others

Fully Paid up

Partly Paid up

Total 4 (a+b+c)

1,75,600

27,55,720

2,76,800

32,08,120

3.72

58.34

0.00

62.06

}

}(10,00,000)

}

(10,00,000)

}

}(21.17)

}

(21.17)

}

}19,31,320

2,76,800

22,08,120

40.89

0.00

40.89

Total (1+2+3+4)

50,00,000

100.00

50,00,000

100.00

For calculations in the above table it has been assumed that the promoters others than parties to the agreement would not participate in the offer.

The shareholding Pattern of the target company based on the share capital is as follows:

Shareholders Category

Share Capital prior to the agreement / acquisition and

offer

(A)

Share Capital agreed to be acquired which triggered off the regulations.

(B)

Share Capital to be acquired in open offer (assuming full acceptances).

(C)

Share Capital after the acquisition

and offer i.e.

(D)

No.

1) Promoter Group

a) Parties to agreement, if any

b) Promoters other than (a) above

Total 1(a+b)

5,00,000

12,91,380

17,91,380

10.00

25.83

35.83

(5,00,000)

(10.00)

12,91,380

25.83

2) Acquirers

a) Acquirers

b) PACs

Total 2 (a+b)

500

0.01

5,00,000

10.00

10,00,000

20.00

15,00,500

30.01

3) Parties to agreement

other than 1(a)

and 2

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

a. Fi’s / MF’s / FII’s / Banks, SFI’s

b. NRIs

c.Others

Fully Paid up

Partly Paid up

Total 4 (a+b+c)

1,75,600

27,55,720

2,76,800

32,08,120

3.51

55.11

5.54

64.16

}

}(10,00,000)

(10,00,000)

}

} (20.00)

(20.00)

}

}19,31,320

2,76,800

22,08,120

}

}38.63

5.54

44.17

Total (1+2+3+4)

50,00,000

100.00

50,00,000

100.00

For calculations in the above table it has been assumed that the promoters others than parties to the agreement would not participate in the offer.

The Acquirers have not acquired any shares of the target company after the Public Announcement till the date of Letter of offer. The Target Company is not a sick Industrial company within the meaning of clause (o) of Sub-Section (I) of Section 3 of the Sick Industries Companies (Special Provision) Act, 1985. The total number of shareholders is 3061 (out of which 780 are partly paid up shareholders).

6. OFFER PRICE AND FINANCIAL ARRANGEMENTS

6.1. JUSTIFICATION OF OFFER PRICE

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

2. The shares of the company are frequently traded in terms of Explanation (i) to Regulation 20(4) of the Regulations. The number of shares traded on the Mumbai Stock Exchange during the preceding 6 calendar months prior to the month in which the public announcement was made is 2,53,573.

3. The details of shares traded during the 6 calendar months prior to the month in which PA was made is as under:

NAME OF THE STOCK EXCHANGES	TOTAL NO. OF SHARES TRADED DURING THE 6 CALENDAR MONTHS PRIOR TO THE MONTH IN WHICH PA WAS MADE	TOTAL NO. OF LISTED SHARES	ANNUALIZED TRADING TURNOVER (IN TERMS OF % TO TOTAL LISTED SHARES)
BSE	2,53,573	50,00,000	10.14%

4. The offer price of Rs.4 /- has been arrived at as per the Regulation 20 (4) of the SEBI Takeover Regulations taking into account the following:

(a) The negotiated price under the agreement, which in this case is Rs. 4/- per share for fully paid shares. (Regulation 20(4)(a)).

(b) The Acquirers have not acquired any equity shares of the target company during the 26 weeks prior to the date of the Public Announcement including by way of allotment in a public or rights or preferential issue, hence the same is not applicable. (Regulation 20(4)(b)).

(c) a. The average of weekly high and low of the closing prices of the shares of SIL as quoted on the Mumbai Stock Exchange where the shares are most frequently traded during the twenty six weeks is Rs. 3.73/- Details of which are as given herein under:

average of Weekly high and low of the closing prices of shares traded during 26 weeks preceding date of PA
Sr. No.	Week	Weekly Prices		Average Closing Price	No. of shares traded
		High	Low	Average Closing Price	No. of shares traded
1	27/08/2003	3.00	2.00	2.50	9400
2	03/09/2003	2.46	2.05	2.26	7800
3	10/09/2003	4.19	1.98	3.09	22150
4	17/09/2003	4.38	3.10	3.74	8150
5	24/09/2003	3.94	2.75	3.35	2100
6	01/10/2003	3.50	2.70	3.10	6501
7	08/10/2003	3.59	3.40	3.50	3900
8	15/10/2003	3.30	2.80	3.05	11060
9	22/10/2003	4.60	2.65	3.63	13898
10	29/10/2003	4.56	2.13	3.35	9701
11	05/11/2003	4.00	3.11	3.56	13600
12	12/11/2003	4.25	3.30	3.78	12750
13	19/11/2003	4.20	3.50	3.85	8200
14	26/11/2003	4.26	3.50	3.88	7900
15	03/12/2003	5.80	4.20	5.00	9800
16	10/12/2003	5.30	4.00	4.65	4797
17	17/12/2003	5.37	4.00	4.69	5340
18	24/12/2003	5.90	4.25	5.08	9730
19	31/12/2003	6.00	4.40	5.20	3055
20	07/01/2004	5.59	4.40	5.00	8133
21	14/01/2004	6.34	3.75	5.05	2540
22	21/01/2004	5.00	4.01	4.51	11850
23	28/01/2004	4.00	2.70	3.35	8750
24	04/02/2004	3.24	1.92	2.58	20600
25	11/02/2004	2.99	2.05	2.52	20004
26	18/02/2004	2.77	2.77	2.77	1775
			Total	96.98	243484
			Avg Closing Price	3.73

b. The average of the daily high and low of the closing prices of the shares as quoted on Mumbai Stock Exchange where the shares of SIL are frequently traded during the two weeks preceding the date of public announcement is Rs. 2.54/- [Regulation 20(4)(c)]. Details of which are given as herein under:

Average of the daily high and low of the closing prices of last two weeks preceding the date of PA
Sr. No.	Day	Daily Prices		Average Closing Price	Volume of shares traded
		High	Low
1	04/02/2004	1.92	2.74	2.33	1250
2	05/02/2004	2.99	2.20	2.60	12600
3	06/02/2004	2.66	2.40	2.53	300
4	07/02/2004	0.00	0.00	0.00	No Trade
5	08/02/2004	0.00	0.00	0.00	No Trade
6	09/02/2004	0.00	0.00	0.00	No Trade
7	10/02/2004	2.88	2.05	2.47	7104
8	11/02/2004	0.00	0.00	0.00	No Trade
9	12/02/2004	0.00	0.00	0.00	No Trade
10	13/02/2004	0.00	0.00	0.00	No Trade
11	14/02/2004	0.00	0.00	0.00	No Trade
12	16/02/2004	0.00	0.00	0.00	No Trade
13	17/02/2004	0.00	0.00	0.00	No Trade
14	18/02/2004	2.77	2.77	2.77	1775
			Total	12.70	23129
			Average Closing Price	2.54

5. There is no non-compete agreement.

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

7. The offer price shall not be less than the highest price paid by the Acquirers for any acquisition of the shares of the Target Company from the date of PA up to 7 working days prior to the closure of the offer (i.e. up to 5-5-2004)

6.2 FINANCIAL ARRANGEMENTS

1. The maximum purchase consideration payable by the Acquirers in the case of full acceptance of the offer is Rs. 40 lakhs.

2. The Acquirers have created a Fixed Deposit for a sum of Rs. 10 lakhs with the Global Trust Bank (Juhu Branch), 66, Gurudarshan Vallabha Nagar Soceity, N.S. Road No. 1, JVPD Scheme, Mumbai- 400 056 towards escrow amount i.e. 25% of the total consideration payable. The Manager to the Offer has been empowered to operate the Escrow account in accordance with the Regulations.

3. The Acquirers have made arrangement towards firm financial resources to fulfil the obligations under the open offer. The sources of funds shall be through internal resources of the Acquirers. No borrowing from Bank/ Financial Institution is being made for the purpose. All the funds will be domestic and no foreign funds will be utilised.

4. The Chartered Accountants, M/s. Bipin D. Karani & Co. -Chartered Accountants (membership no. of Mr. Bipin D. Karani, 35433) having their office at 14, Khandke Bldg. No. 2, 81, N. C. Kelkar Road, Patilwadi Mard, Dadar (w), Mumbai-28 Tel. No. 24327651/24327652 Fax: 24327653 have confirmed vide their certificate dated 10-2-2004 that sufficient resources are available to allow the Acquirers to fulfil its obligations under the offer.

5. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers to implement the offer in accordance with the Regulations. The Manager to the offer confirms that firm arrangements for funds and money for payment through verifiable means are in place to fulfil offer obligations.

7. TERMS AND CONDITIONS OF THE OFFER

A. ELIGIBILITY FOR ACCEPTING THE OFFER

1. This offer is made to all the fully paid up equity shareholders (except Acquirers and the parties to the agreement) whose names appear in the register of shareholders on 13-3-2004 (the Specified Date) and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of SIL whose names appear on the beneficial records of the respective depositories at the close of the business on 13-3-2004 (the Specified Date).

2. The shares of the Target Company are partly in dematerialised form and partly in physical form.

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

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

5. In case of non-receipt of the Letter of Offer, eligible persons may send their acceptance to the Registrar to the Offer, on a plain paper stating the Name, Address, No. of shares held, Distinctive Nos., Folio No., No. of shares offered, along with documents as mentioned above, so as to reach the Registrar to the Offer on or before the close of the Offer, i.e.15-5-2004. Accidental omission to dispatch this document to any person to whom this offer is made or non-receipt of this offer shall not invalidate the offer in any way.

6. Acquirers are confident of completing all the formalities pertaining to the Acquisition of the said shares, within 30 days from the date of closure of this offer including payment of consideration to the shareholders who have accepted the offer and for the purpose open a special account as provided under regulation 29.

Provided that where the Acquirers are unable to make payment to the shareholders who have accepted the offer before the said period of 30 days due to non-receipt of requisite statutory approvals, the Board may, if satisfied that non-receipt of requisite statutory approvals was not due to any wilful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the acquirer agreeing to pay interest to the shareholders for delay beyond 30 days, as may be specified by the Board from time to time.

7. Each fully paid up equity Shareholder of SIL to whom this offer is being made, is free to offer his shareholding in whole or in part while accepting this offer.

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

9. The Acquirers would be responsible for ensuring compliance with the regulations.

10. The minimum market lot of the company for demat shares is 1share and for shares in physical form the market lot is 50 shares.

B. LOCKED IN SHARES

The Target Company does not have any locked in shares.

C. STATUTORY APPROVALS

1. The necessary statutory approval for making payment to the NRI shareholders whose share have been accepted in the offer shall be taken by the Acquirers from RBI after the close of the offer. If any other statutory approvals become applicable at a later date, the offer would be subject to such statutory approvals. In case the statutory approvals are not obtained, the Acquirers will not proceed with the Offer.

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

8. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT

The Letter of Offer together with the Form of Acceptance cum Acknowledgement will be mailed to the fully paid up equity shareholders of SIL (except the Acquirers and parties to the agreement) whose names appear on the Register of Members of SIL and also to those persons who own the shares any time prior to the closure of the offer, but are not the registered shareholder(s) and to the beneficial owners of the shares of SIL whose names appear on the beneficial records of the respective depositories at the close of the business on 13-3-2004 (the Specified Date).

Shareholders who wish to tender the shares will be required to send the Form of Acceptance cum Acknowledgement duly completed and signed by all the shareholders, Original Share Certificate (s) and Transfer Deed (s) duly signed in case of Joint Holdings in the same order as per the specimen signatures lodged with SIL and witnessed (if possible by a Notary Public or Bank Manager or Member of Stock Exchange with membership number) to the Registrar to the Offer-Intime Spectrum Registry Ltd., either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e. 15-5-2004 in accordance with the instructions specified in the Letter of Offer and the Form of Acceptance cum Acknowledgement. In case the shares stand in the name of a sole shareholder who is deceased, notarised copy of the legal representative obtained from a competent court.

The Acquirers have opened a Special Depository Account with Global Trust Bank. Beneficial Owners and Shareholders holding shares in the dematerialised form, will be required to send their Form of Acceptance cum Acknowledgement to the Registrar to the Offer either by hand delivery during normal business hours or by Registered Post on or before the close of the offer i.e.15-5-2004, along with 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"), Joy Home Creation Pvt. Ltd. Escrow A/c for M/s. Stresscrete India Limited – Open Offer, filled in as per the instructions given below :-

DP Name : Global Trust Bank

Client ID No. : 11296292

DP ID No. : IN 300020

The address of the collection centre of the Registrar, for the purpose of the offer is as follows: -

Name & Address

Mode of Delivery

Business Hours

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup, Mumbai- 400 078.

Tel: 55555454

Fax: 25672693/25689678

Email: isrl@intimespectrum.com

Contact Person: Mr.Sanjeev Nandu

Registered Post and / or Hand delivery

Monday to Friday

11.00 a.m. to 4.00 p.m. (excluding Bank Holidays)

Saturday

11.00 a.m. to 2.30 p.m.

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

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

6. Unaccepted Share Certificates, transfer forms and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder. Shareholders whose shares are held in dematerialised form to the extent not accepted will be intimated by post for the non-acceptance.

7. In case the shares tendered in the open offer are more than the shares agreed to be acquired by the acquirers, the acquirers shall accept all valid applications received from the shareholders of the company on a Proportionate basis ensuring that it does not result in odd lots.

8. The shareholders 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 11-5-2004, in terms of Regulation 22(5A). The shares of the shareholders, who have withdrawn their acceptances, would be returned to them by registered post.

9. The withdrawal option can be exercised by submitting the Form of withdrawal so as to reach the Manager to the offer before 11-5-2004. In case of 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:

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

ii. In case of dematerialised shares: Name, address, number of shares tendered/withdrawn, DP name, DP ID, Beneficiary account no. and a photocopy for 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 Depository Escrow account.

10. Shares, if any, that are the subject matter of litigation wherein the shareholder(s) may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/ orders regarding these shares are not received together with the shares tendered under the offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end.

11. Shareholders who have sent their shares for demat need to ensure that the process of getting shares demated is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, i.e.15-5-2004 else the application would be rejected.

NO DOCUMENT SHOULD BE SENT TO THE ACQUIRERS/TO THE SELLERS/TO PARTIES TO THE AGREEMENT/ TO THE MANAGER TO THE OFFER.

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

9. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the office of M/s. Joy home Creation Pvt. Ltd at 131/10, Juhu Sai Darshan Co-Op Hsg. Soc Ltd, N. S. Road No. 5 Extn, J. V. P.D Scheme, VileParle (W), Mumbai- 400 049 on all working days except Saturdays, Sundays and Bank Holidays between 11.00 a.m. and 3.00 p.m. during the Offer Period.

1. Memorandum of Association & Articles of Association (including Certificate of Incorporation) of M/s. SIL.

2. Memorandum of Association & Articles of Association of M/s. Joy Home Creation Pvt. Ltd.

3. Copies of Audited Annual Report of M/s. Joy Home Creation Pvt. Ltd as on 31-3-2003 and certified accounts for the period ending 31.12.2003.

4. Copies of Audited Annual Reports of M/s. Money Anchor Financial Services Pvt. Ltd as on 31.3.2001,31.3.2002,31.3.2003 and certified accounts for the period ended 31.12.03, M/s. Joy Builders, M/s. Jain Octroi Corporation as on 31.3.2001,31.3.2002,31.3.2003 and of M/s. Aditi Corporation as on 31.3.2002, 31.3.2003.

5. Copy of the Public Announcement.

6. Copies of Audited Annual Reports of SIL as on 31.03.2001, 31.03.2002 and 31.03.03 and certified accounts for the period ending 30.9.2003.

7. Copies of certificate from a Chartered Accountant, M/s. Bipin D. Karani & Co. -Chartered Accountants, dated 10-2-2004 certifying the adequacy of financial resources of the Acquirers to fulfill the offer obligations and the net worth certificates of the Acquirers (including PACs).

8. A letter from Global Trust Bank - Worli Branch confirming the amount kept in the Escrow account and a lien in favor of the Merchant Banker i.e. Aryaman Financial Services Ltd.

9. A copy of the agreement dated February 17, 2004 that triggered off the open offer.

10. Copy of the agreement entered into by Joy Home Creation Pvt. Ltd. With Intime Regsitry Ltd for opening a special depository account for the purpose of the offer.

11. Copy of SEBI letter CFD/DCR/MM/TO/5740/04 dated March 22, 2004.

10. DECLARATION

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

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

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

Signed by

M/s. Joy Home Creation Pvt. Ltd.

Sd/-

Mr. K. Jawahar Mahi

Sd/-

Mr. Jayant Soni

Sd/-

Date: 25-3-2004

Place: Mumbai

Enclosures: (1) Form of Acceptance cum Acknowledgement

(2) Form of Withdrawal

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

OFFER OPENS ON: 16/04/ 2004

OFFER CLOSES ON: 15/05/ 2004

From :-

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

Tel No: Fax No: E-Mail:

To:

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup,

Mumbai- 400 078.

Sub.: Open offer for purchase of 10,00,000 equity shares of SIL representing 20% of the equity share capital and 21.17% of voting capital at a price of Rs. 4/- per share by M/s. Joy Home Creation Pvt. Ltd, Mr. K. Jawahar Mahi and Mr. Jayant Soni.

Dear Sir,

I/We refer to the Letter of Offer dated 25-3-2004 for acquiring the equity shares held by me/us in SIL.

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

FOR SHARES HELD IN PHYSICAL FORM:

I/We accept the Offer and enclose the original share certificate (s) and duly signed transfer deed (s) in respect of my/our shares as detailed below:

Sr. No.	Certificate	Distinctive Nos		No of Shares
Sr. No.	Certificate	From	To





Total number of equity shares.

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

I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirers pay the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirers will pay the purchase consideration only after verification of the documents and signatures.

FOR SHARES HELD IN DEMAT FORM:

I/We hold shares in demat form and accept the Offer and enclose photocopy of the Delivery instruction duly acknowledged by DP in respect of my equity shares as detailed below:

DP Name

DP ID

Client ID

No. of Shares

Name of Beneficiary

I/We have done an off market transaction for crediting the shares to the Escrow Account named Intime Spectrum Registry Ltd Escrow A/c for M/s. Joy Home Creation Pvt. Limited – Open Offer, filled in as per the instructions given below :-

DP Name :Global Trust Bank Ltd.

Client ID No. : 11296292

DP ID No. : IN 300020

Shareholders having their beneficiary account with CDSL have to use inter-depository slip for purpose of crediting their shares in favour of the special depository account with NSDL.

I/We note and understand that the Shares would lie in the Escrow Account until the time the Acquirers make payment of purchase consideration as mentioned in the Letter of Offer.

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

I/We authorize the Acquirers to accept the shares so offered which it may decide to accept in consultation with the Registrar to the Offer and in terms of the Letter of Offer and I/We further authorize the Acquirers to return to me/us, equity share certificate(s) in respect of which the offer is not found valid/not accepted, specifying the reasons thereof.

I/We authorize the Acquirers or the Registrar to the Offer to send by registered post (under UCP if less than Rs. 1,500/-) the draft/cheque in settlement of the amount to the sole/first holder at the address mentioned below:

Yours faithfully,

Signed and Delivered:

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

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

Address of First/Sole Shareholder _____________________________________________________________________

________________________________________________________________________________________________

Place : Date:

So as to avoid fraudulent encashment in transit, shareholder(s) may provide details of bank account of the first / sole shareholder and the consideration cheque or demand draft will be drawn accordingly.

Name of the Bank ___________________________________________ Branch _______________

Account Number ____________________________________________ Savings/Current/Others

(Please Specify)________________________

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

Holidays : Saturdays, Sundays and Bank Holidays

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

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup,

Mumbai- 400 078.

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

Folio No. \ DP ID Client ID.: Serial No. Acknowledgement Slip

Received from Mr./Ms. ____________________________________________

Signature of Official and Date of Receipt	Stamp of Registrar to the Offer

Address_______________________________________________________

Number of certificate(s) enclosed __________________________________

Certificate Number(s) ____________________________________________

Total number of share(s) enclosed ___________________________________

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

FORM OF WITHDRAWAL

You have an ‘OPTION TO WITHDRAW’ the acceptance tendered in response to this offer any time upto three working days prior to the date of closure of offer i.e. on or before 11.5.2004 In case you wish to withdraw your acceptance please use this form.

OFFER SCHEDULE

OFFER OPENS ON : 16.04.2004

LAST DATE OF

WITHDRAWAL : 11.05. 2004

OFFER CLOSES ON : 15.05.2004

From:

Tel No.

Fax No.:

E-mail:

To,

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

LBS Marg, Bhandup,

Mumbai- 400 078.

Dear Sir,

I/We refer to the Letter of Offer dated 25-3-2004 for acquiring the equity shares held by me/us in Stresscrete India Ltd.

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

I/We wish to withdraw our acceptance tendered in response to the said offer. We had deposited/sent our ‘Form of Acceptance’ to you on __________ along with original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below:

(Please enclose the Xerox copy of Acknowledgement received for ‘Form of Acceptance’)

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




Total number of equity shares

I/We note and understand the terms of withdrawal of acceptance and request you to return the original share certificate(s) and valid share transfer deed will be held in trust for me/us by you and authorize you not to remit the consideration as mentioned in the Letter of Offer.

FOR SHARES HELD IN DEMAT FORM:

I/We wish to withdraw our acceptance tendered in response to the said offer. I/We had done an off market transaction for crediting the shares of the Escrow Account named Joy Home Creation Pvt. Ltd. Escrow A/c for M/s. Stresscrete India Limited – Open Offer., filled in as per the instructions given below :-

DP Name :Global Trust Bank Ltd.

Client ID No. : 11296292

DP ID No. : IN 300020

You are requested to recredit the shares back to my/our demat account as detailed herein under.

DP Name

DP ID

Client ID

No. of Shares

Name of Beneficiary

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

Yours faithfully,

Signed

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

Address of First/Sole Shareholder _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Place: Date:

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

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

Folio No.\DP ID Client ID.:		Serial No.: (Acknowledgement Slip)
Received from Mr./Ms.			Signature of Official and Date of Receipt	Stamp of Registrar to the Offer
Address	____________________________________________________
Form of withdrawal in respect of __________ Number of Share Certificates representing _________ number of shares.

ACTIVITY

Total

I. MRS. MARINA J. MAHI

II. MR. BHAVIN J. SONI

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

FORM OF ACCEPTANCE- CUM -ACKNOWLEDGEMENT

OFFER SCHEDULE

OFFER OPENS ON : 16.04.2004