LETTER O. O..

ER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer (LOO) is sent to you as equity shareholder(s) of RR Greenhands Infrastructure India Limited. If you require any Clarifications about the action to be taken, you may consult your stock broker or investment consultant or Karvy Investor Services Ltd.(Manager to the Offer) or Karvy Computershare Pvt Ltd(Registrar to the Offer). In case you have sold your shares in the Company, please hand over this LOO and the accompanying .orm of Acceptance cum acknowledgment and Transfer Deed to the Member of Stock Exchange through whom the said sale was effected. CASH O..ER AT A PRICE O. RS. 10/- (RUPEES TEN ONLY) PER EQUITY SHARE [Pursuant to the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto] TO ACQUIRE from existing equity shareholders upto 21,00,000 equity shares of Rs. 10/- each representing 20% of the voting share capital of RR GREENHANDS IN.RASTRUCTURE INDIA LIMITED #58,Thirumalai Pillai Road, T.Nagar, Chennai-600017 Ph: 044-52121927; Contact .ax: 044-52035887 By M/s SAAG (MAURITIUS) LTD St.James Court,Suite 307,St.Denis Street,Port Louis,Republic of Mauritius Phone/.ax:(230)2103273 And MR. R.SRIRAM resident of No 16, Balaji Avenue,1st Street, T. Nagar, Chennai-600017, Ph: 044-55192100 (HEREINA.TER RE.ERRED TO AS ACQUIRERS) Along With M/S. SAAG CONSOLIDATED (M) BHD Unit No. 19-5, Block C1, Dataran Prima, Jalan PJU 1/41, 47301Petaling Jaya, Selangor Darul Ehsan Malaysia Tel: +60 (3) 7884 8200, .ax: +60 (3) 7880 7958 And MR.R.RAJU, MR. R.ANANTHAKRISHNAN, MRS.BHARATHI ANAND all being residents of No 16, Balaji Avenue,1st Street, T. Nagar, Chennai-600017, Ph: 044-55192100 (HEREINA.TER COLLECTIVELY RE.ERRED TO AS PERSONS ACTING IN CONCERT/PACs) Approval from RBI will be required for acquisition of shares from NRI shareholders, if any. As on date no other approvals, statutory or otherwise, are required under the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the .oreign Exchange Management Act, 1999 and /or any other applicable laws and from any bank and/ or financial institutions for the said acquisition. The shareholders shall have the option to withdraw acceptance tendered by them upto three working days prior to the date of closure of the offer i.e. on or before 18 August, 2004. In case of any upward revision/withdrawal of the offer, the Public Announcement for the same would be made in the same newspapers where the original Public Announcement has appeared. The last date for such upward revision, if any, is 12 August 2004. Acquirers will pay the same price for all equity shares tendered during the offer period. The Offer is not subject to minimum level of acceptance. The procedure for acceptance is set out in section 12 of this Letter of Offer. A form of acceptance cum acknowledgement, .orm of Withdrawal and instrument of transfer are enclosed with this Letter of Offer. Equity Shareholders may note that if there is a competitive bid, The public offers under all the subsisting bids shall close on the same date. As the offer price can not be revised during 7 working days prior to the closing date of the offers / bids, it would, therefore, be in the interest of shareholders to wait till the commencement of that period to know the final offer price of each bid and tender their acceptance accordingly. A copy of the Public Announcement & Letter of Offer (including form of acceptance cum acknowledgement and form of withdrawal) is also available at the website of SEBI www.sebi.gov.in Manager to the Offer KARVY INVESTOR SERVICES LTD Karvy House,46, Avenue 4, Street No1, Banjara Hills, Hyderabad 500 034. Phone Nos.: 040 23374714/23312454 .ax No. : 040 23374714; Email : mbd@karvy.com Contact person : Mr. P S Shastry Registrar to the Offer KARVY COMPUTERSHARE PVT.LTD Karvy House,46, Avenue 4, Street No1, Banjara Hills, Hyderabad 500 034 Phone Nos.:040-23320251/23320751 .ax No. : 040 23311968 ; E mail : murali@karvy.com Contact person : Mr. Murali Krishna

Activity Public Announcement (PA) Last date for competitive bid Specified Date Date by which Letter of Offer to be posted to the shareholders Date of Opening of the Offer Last date for revising the offer price/ Number of shares Last Date for withdrawal of acceptance by shareholders who have accepted the Offer Date of Closure of the Offer 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.

Original Schedule 4 June, 2004(.riday) 25June, 2004(.riday) 1 July, 2004(Thursday) 14 July, 2004 (Wednesday) 26 July, 2004(Monday) 13 August, 2004(.riday) 19 August, 2004(Thursday) 24 August, 2004(Tuesday) 23 September, 2004(Thursday)

Revised Schedule 4 June,2004 (.riday) 25 June, 2004 (.riday) 1 July, 2004 (Thursday) 21 July, 2004(Wednesday) 26 July, 2004(Monday) 12 August, 2004(Thursday) 18 August, 2004(Wednesday) 24 August, 2004(Tuesday) 22 September, 2004(Wednesday)

INDEX Sr.No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Subject Disclaimer clause Details of the offer Rationale for the Offer Background of the Acquirers Background of the PACs Statutory Approval Delisting Option to RRGL Background of the Target Company/ RRGL Offer Price .inancial Arrangement Terms & Conditions of the offer Procedure for acceptance and settlement of the offer General Documents for inspection Declaration by the Acquirers and PACs DE.INITIONS Acquirers M/s SAAG (Mauritius) Ltd /SML & Mr. R Sriram SCB M/s SAAG Consolidated (M) Bhd Persons Acting in Concert/PACs Mr. R.Raju, Mr. R.Ananthakrishnan, Ms. Bharathi Anand and M/s. SAAG Consolidated (M) Bhd Date of Public Announcement 4 June, 2004 Letter of Offer/LOO This Letter of Offer Persons Eligible to participate in the Offer Equity shareholders of RR Greenhands Infrastructure India Limited (other than the Acquirers and Persons Acting in concert) whose names appear on the Register of the Members of RR Greenhands Infrastructure India Limited at the close of business hours on 1 July, 2004 (the Specified Date) and also to those persons who own the shares at any time prior to the closure of the offer, but are not the registered equity shareholders. SEBI Securities and Exchange Board of India Specified Date 1 July, 2004 The Regulations / SEBI (SAST) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations1997 Regulations 1997 and subsequent amendments thereof Target Company / RRGL/ the Company RR Greenhands Infrastructure India Limited Manager to the Offer/ Merchant Banker Karvy Investor Services Limited Book Value per share/BV [(Share Capital + Reserves (net of revaluation reserves) (Miscellaneous expenses to the extent not written off)]/ Number of Shares Registrar To The Offer Karvy Computershare Pvt Ltd BSE The Stock Exchange, Mumbai MSE The Madras Stock Exchange DP Depository Participant USD United States Dollar RM Malaysian Ringgit Page No. 1 1 3 3 6 16 16 16 20 22 22 23 25 26 26

RISK .ACTORS Relating to Transaction The transaction is a preferential allotment of shares to the Acquirer, SAAG Mauritius Ltd(SML). The shares are still in the process of being listed on the MSE and BSE. Other than this there is no other risk with the transaction. Relating to the Proposed Offer 1) Transfer of equity shares received from NRI shareholders under the offer is subject to receipt of RBI approval for the same. 2) If the aggregate of the valid responses to the offer exceeds offer size, then the acquirers shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the Regulations. 3) The Target Company has complied with the applicable SEBI (SAST) Regulations with a delay and SEBI has initiated adjudication proceedings against the target company. This may result in the Company having to pay penalty for the delayed period. In Associating with the Acquirers and PAC SML does not have any prior business ventures in India. The success of SMLs business venture in India depends to a significant extent upon SMLs abilities and efforts to retain and maintain the current management team and skilled personnel who have contributed to the growth of RRGL. 1. DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT .ILING O. LETTER O. O..ER WITH SEBI SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE LETTER O. O..ER HAS BEEN SUBMITTED TO SEBI .OR A LIMITED PURPOSE O. OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CON.ORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO .ACILITATE THE EQUITY SHAREHOLDERS O. RR GREENHANDS IN.RASTRUCTURE INDIA LTD TO TAKE AN IN.ORMED DECISION WITH REGARD TO THE O..ER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER .OR .INANCIAL SOUNDNESS O. THE ACQUIRERS OR THE COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR .OR THE CORRECTNESS O. THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER O. O..ER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ACQUIRERS ARE PRIMARILY RESPONSIBLE .OR THE CORRECTNESS, ADEQUACY AND DISCLOSURE O. ALL RELEVANT IN.ORMATION IN THIS LETTER O. O..ER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT ACQUIRERS DULY DISCHARGE THEIR RESPONSIBILITY ADEQUATELY. IN THIS BEHAL. AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER KARVY INVESTOR SERVICES LIMITED HAS SUBMITTED A DUE DILIGENCE CERTI.ICATE DATED 17 JUNE 2004 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION O. SHARES AND TAKEOVERS) REGULATIONS 1997 AND SUBSEQUENT AMENDMENT(S) THEREO.. THE .ILING O. THE LETTER O. O..ER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRERS .ROM THE REQUIREMENT O. OBTAINING SUCH STATUTORY CLEARANCES AS MAY BE REQUIRED .OR THE PURPOSE O. THE O..ER. SEBI .URTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT O. TIME, WITH THE MANAGER TO THE O..ER, ANY IRREGULARITIES OR LAPSES IN LETTER O. O..ER. THE ACQUIRERS &THE PACs ACCEPT NO RESPONSIBILITY .OR STATEMENTS MADE OTHERWISE THAN IN THE LETTER O. O..ER OR IN THE ADVERTISEMENT OR ANY MATERIAL ISSUED BY OR AT THE INSTANCE O. THE ACQUIRERS AND THE MANAGER TO THE O..ER, AND ANYONE PLACING RELIANCE ON ANY OTHER SOURCE O. IN.ORMATION WOULD BE DOING SO AT HIS/HER/ THEIR RISK. 2. DETAILS O. THE O..ER 2.1 a) Background of the offer The Offer is being made by SAAG (Mauritius) Ltd (SML) and Mr.R.Sriram (Acquirers) along with M/s. SAAG Consolidated (M) Bhd(SCB), Mr R. Raju, Mr R.Ananthakrishnan and Ms.Bharathi Anand (PACs) to the Equity Shareholders of RR Greenhands Infrastructure India Ltd (hereinafter referred to as Target Company / RRGL).The Acquirers and PACs together hold 6098200 (58.08%) shares of the Target Company as on the date of the Public Announcement. The Board of Directors of RR Greenhands Infrastructure (India) Limited at its meeting held on 31st May, 2004 has made a preferential allotment of 46,53,800 Equity shares to SML at a price of Rs10/- (Rupees Ten Only) per share(the preferential allotment). The preferential allotment of equity shares had been 1

b)

approved by the shareholders by way of passing a special resolution in the Extraordinary General Meeting (EGM) of the Company held on 17 th May 2004. The price of Rs.10/- per share has been arrived at in terms of the Guidelines for Preferential Allotment prescribed by SEBI. The said equity shares will be subject to lock-in as per the aforementioned Guidelines. Prior to the aforementioned preferential allotment, SML did not hold any equity shares of RRGL. .ollowing the preferential allotment SML held 44.32% of the post preferential issue capital of the target company. On 17/06/2004 SML further acquired 7,01,200 shares from SAAG Consolidated Bhd(SCB) at a price of Rs 6.35/- (Rupees Six paise thirty five Only) per share. The provisions of Regulation 22(17) of the Regulations have been complied with. With this acquisition SML totally holds 51% of the Equity Capital of the Target Company. SML is a wholly owned subsidiary of SCB. c) The above has resulted in consolidation of the shareholding and therefore the provisions of Regulation 11(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (Hereinafter referred to as the Regulations) have been attracted. The Acquirers along with the PACs have announced an offer under the Regulations to acquire by tender upto 21,00,000 fully paid-up equity shares of Rs.10/- each of RRGL representing 20% of the post preferential issue paid up equity share capital from the remaining shareholders of RRGL (other than Acquirers and PACs), at a price of Rs.10/- per fully paid-up equity share (the Offer Price) payable in cash (the Offer). RRGL does not have any partly paid up equity shares. The present Directors of RRGL are Mr.R.Raju (Chairman),Mr.R.Sriram (Managing Director),Mr.V.Vasudevan, Mr.R.Ananthakrishnan and Mr.G.V.Satish Narayana. The constitution of the Board of Directors is proposed to change after the offer to Mr Tan Sri Dr. Mohamed Yusof Bin Hashim, Mr. Ajeet Ahluwalia, Mr. Anand Subramanian Alternate Director to Ajeet Ahluwalia, Mr. Loganathan Ramanujam - Alternate Director to Tan Sri Dr. Mohamed Yusof Bin Hashim, Mr.R.Raju, Mr.R.Sriram, Mr. Shankar and Mr. Thiagarajan. The offer is not subject to any minimum level of acceptance and is not a conditional offer. The Acquirers, PACs and RRGL are not included in the list of persons / entities debarred from accessing the capital market under Section 11 B of the SEBI Act, 1992 and no action has been initiated by SEBI against them under any other Regulation made under the SEBI Act. Details Of The Proposed Offer The Acquirers and PACs have announced their intention to make a public offer to the existing equity shareholders of RRGL at a price of Rs. 10/- per share through a public announcement which was published on .riday, 4 June, 2004 in compliance with Regulation 15 of the Regulations in all editions of Business Line being an English National Daily, Pratahkal being an Hindi National Daily, Makkal Kural(Tamil) being a regional language daily with wide circulation at the place where the registered office of the Company is located. A copy of the Public Announcement is also available on the SEBI website at www.sebi.gov.in. The Acquirers and PACs announced an open offer under Regulation 11(1) of the Regulations, to acquire by tender upto 21,00,000 equity shares of Rs.10/- each of RRGL representing 20% of the paid up equity share capital from the remaining equity shareholders of RRGL (other than the Acquirers and PACs) on the terms and subject to the conditions set out in this Letter of Offer, at a price of Rs. 10/- (Rupees Ten Only) per equity share (the Offer Price) payable in cash (the Offer). The equity shares of RRGL are listed on the Stock Exchange, Mumbai (BSE) and the Madras Stock Exchange( MSE). The equity shares of the Company are infrequently traded on the BSE and MSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. They are included in the Z category by BSE. The offer price of Rs.10/- per share has been determined as per Regulation 20(5) of the Regulations. The equity shares of RRGL to be acquired, pursuant to the Offer, shall be free from all liens, charges and encumbrances and together with all rights attached thereto, including the rights to all dividends or other distributions hereinafter declared, made or paid. Since the date of the Public Announcement, SML on 17/06/2004 acquired 7,01,200 shares from SCB at a price of Rs 6.35/- (Rupees Six paise Thirty-five Only) per share. Other than this the Acquirers and PACs have not acquired any Equity Share of RRGL since the date of the Public Announcement to the date of this Letter of Offer. Any upward revision in the Offer with respect to the Offer Price will be announced in the above-mentioned newspapers and same price would be payable by the Acquirers and PACs for all the shares tendered anytime during the Offer. 2

d)

e) f)

2.2 a)

b)

c)

d)

e)

3. a) b)

RATIONALE .OR THE O..ER The offer to the shareholders of RRGL is made pursuant to the direct acquisition of the shares and the consequent consolidation of shareholding of RRGL and in accordance with Regulations 11(1) of the SEBI (SAST) Regulations. SCB through its subsidiary companies is principally involved in the supply of engineering equipment, spare parts and provision of value added services and information technology solutions to the oil and gas industry. RRGL is principally involved in business activities relating to infrastructure and housing development projects in India. Thus, RRGL represents an investment opportunity through which SCB can benefit from Indias growing infrastructure construction industry. With the skills and expertise SCB has developed in the oil and gas sector in Malaysia, SCB plans to export its expertise to India through RRGL and take advantage of the many opportunities in the infrastructure construction and oil and gas sectors available in India. The Acquirers and the PACs undertake not to sell, dispose-off or otherwise encumber any substantial assets of RRGL in the next 2 (two) years, except in the ordinary course of business of RRGL. The Acquirers and PACs will not dispose off, sell or otherwise encumber any substantial assets of RRGL except with the prior approval of the shareholders. BACKGROUND O. THE ACQUIRERS SAAG (Mauritius) Ltd SAAG (Mauritius) Ltd, Phone/.ax Number:(230) 210 3273 was incorporated on 21 January, 2004 under the laws of Mauritius. The Principal office of the Acquirer is St. James Court, Suite 307, St.Denis Street, Port Louis, Republic of Mauritius. It is wholly owned by SAAG Consolidated (M) Bhd (SCB)(formerly known as Britac Berhad). The Authorised and Paid-up Equity Capital of SAAG (Mauritius) Ltd is USD 1,00,000(equivalent to Rs.45.48 lakhs) and USD 10,000(equivalent to Rs.4.55 lakhs) respectively. The face value per share is USD 1.00. M/s. SAAG Consolidated (M) Bhd (SCB) is a Company incorporated under the laws of Malaysia with its address at Unit No. 19-5, Block C1, Dataran Prima, Jalan PJU 1/41, 47301 Petaling Jaya, Selangor Darul Ehsan Malaysia. Tel: +60 (3) 7884 8200, .ax: +60 (3) 7880 7958. SML was incorporated for the purpose of investing in RRGL with its principal object being that of investment holding as permitted under the laws being in force in the Republic of Mauritius. The nature of operations carried out by SML is that of investment holding. The equity shares of the company are not listed in any of the Stock Exchanges. Though the Acquirer, SML and the PAC, SCB are not directly related to Mr R.Sriram and the other PACs at present, they plan to jointly, through, RRGL, take advantage of the many opportunities in the infrastructure construction and oil and gas sectors available in India. Details of the Board of Directors of SML as on date of Public Announcement are as follows:

4. 4.1 a)

b)

c)

d)

Name Denis Sek Sum

Designation Brief Bio-data Director His areas of expertise include A ccounting, Internal/External A uditing, Management Consultancy, Taxation, Offshore Services etc. A fter completing his degrees he trained at Touche Ross & Co (now Deloitte & Touche) in Montreal, Canada. He has held senior positions at Bank of Montreal, Canada and Guardian Trust Company Ltd, Canada.. Ms Ghoorbin is the Manager of Corporate Services in charge of daily administration and management of the local and offshore portfolio of clients. She was trained at Kemp Chatteris Deloitte & Touche and has held senior positions at KPMG Peat Marwick International Ltd.

Qualifications/ No of years of Experience B. Com, MBA . Member of the Certified General A ccountants A ssociation of Canada.

No of years of experience 20

Date of Residential A ppointment A ddress 2 1 .0 1 .2 0 0 4 88 Maronde Street, Pereybre, Republic of Mauritius

Swarnalata Ghoorbin

Director

A Masters graduate of the .aculty of Law of the .acult de Droit, dEconomie et des Sciences Politiques, A ix-enProvence, .rance.

2 1 .0 1 .2 0 0 4

No . 28, Residence MontRoyal, A venue Sivananda, Rose Hill

A jeet A hluwalia

A dditional Director

He is the Chief Executive Officer / Executive Director of SCB. He started his career with Ernst & Young in London. In 1997, he joined Perwira A ffin Bank as A ssistant General Manager of Corporate .inance. In 1998, he was appointed Managing Director of Nikkei Pacific Corporate A dvisors Sdn Bhd, headquartered in Kuala Lumpur. Prior to joining SCB, he was Senior A dviser of Sierac Corporate A dvisors Sdn Bhd.

Bachelor of Science Degree in Chemical Engineering,Masters in Technology and Development from Imperial College, University of London; MBA , the London Business School, University of London. He is a fellow member of the Institute of Chartered A ccountants in England and Wales,an associate member of the Securities Institute of United Kingdom Bachelor of Business A dministration from University of A rkansas, USA .

21

2 3 .0 1 .2 0 0 4

N o .1 0 , Jalan Sri Hartamas 13,50480 Kuala Lumpur, Malaysia

Loganathan K A dditional Ramanujam Director

He commenced his career with Southern Bank Berhad. .rom 1985 to 1990, he was the .inance and Commercial Manager in a local subsidiary of a listed company in United Kingdom. Subsequently he joined OSK Securities Berhad as a dealers representative where he gained experience in corporate finance and knowledge of regulations in relation to the Securities Industry. He is an Executive Director at SCB. He has been involved in accounting, corporate finance, internal audit, structuring mergers and acquisitions since 1981. He was the Senior Vice President Corporate .inance & Information Systems of Emrail Sdn Bhd from June 2000 to December 2002 He is an Independent NonExecutive Director at SCB. He started his career as A gricultural Economist in the .ederal A gricultural Marketing A uthority (.A MA ) in 1967 and was its Director General from 1995 to 1998. Between 1996 and 1998 he was also Chairman of Koperasi Kakitangan Kementerian Pertanian Malaysia Berhad, the Deputy Chairman of the A ssociation of .ood Marketing A gencies in A sia and the Pacific, a Board Member of .A MA Corporation Sdn Bhd and Muda A gricultural Development A uthority (MA DA ). Presently, he sits on the Board of A bric Berhad, a company listed on the Second Board of the Bursa Malaysia Securities Berhad.

21

2 3 .0 1 .2 0 0 4

N o .2 2 , Jalan Jejawi,Bukit Bandaraya, Bangsar, 59100 Kuala Lumpur, Malaysia

A nand A dditional Subramanian Director

Bachelor of Commerce Degree from University of Mysore, India and is an associate member of the Institute of Chartered A ccountants of India. Dato A bu Bakar holds a Bachelor of Economics Degree (Hons) from University of Malaya and a Diploma of International Trade from the Indian Institute of .oreign Trade in New Delhi, India.

23

2 3 .0 1 .2 0 0 4

No 6, Jalan 16/20A , Section 16,46350 Petaling Jaya, Selangor, Malaysia

A bu Bakar Bin A bdul Hamid

A dditional Director

37

2 3 .0 1 .2 0 0 4

No 6, SS2/58, 47300, Petaling Jaya, Selangor, Malaysia

e) Brief Audited .inancials for the period 21st January 2004 (Date of Incorporation) till 31st March, 2004. Particulars Rs Income Nil Other income Nil Total Nil Expenditure (18190) Profit/ (Loss) before Interest Depreciation & Tax (18190) Interest (65211) Depreciation Nil Profit / (Loss) Before Tax (83401) Provision for Taxation Nil Profit / (Loss) After Tax (83401) Balance Sheet (Audited) Particulars Sources of funds Paid up share capital Reserves and Surplus (excluding revaluation reserves) Networth Secured loans Unsecured loans Total Use of funds Net fixed assets Investments Net current Assets Miscellaneous expenditure not written off P&L A/c Total Other .inancial Data Dividend (%) Earning Per Share (Rs Return on Networth (%) Book Value Per Share (Rs.) Source: Audited Results for the period Significant Accounting Policies: Basis of Accounting: The financial statements of the Company have been prepared under the historical cost convention.

USD Nil Nil Nil (400) (400) (1434) Nil (1834) Nil (1834)

As on 31/03/2004 Rs 454750 (83401) 371348 371348 371348 371348 (8.2) (22.46) 37.2

USD 10000 (1834) 8166 8166 8166 8166 (0.18) (22.46) 0.82

21 st January 2004 to 31 st March, 2004.

[1US$ = Rs.45.475, Source: www.reuters.com, June 1, 2004]

.oreign Currency Conversion: Transactions in foreign currencies are converted into US dollar at the exchange rates prevailing at the transaction dates or, when settlement has not yet been made at the end of the financial period, at the approximate exchange rates prevailing at that date. All foreign exchange gains or losses are taken up in the income statement. The closing rates used in the conversion of foreign currency amounts are as follows: .oreign currencies 1 India Rupee 1 Ringgit Malaysia USD 0.02266 0.26274

Income Tax: The tax effects of transactions are recognized using the liability method and all taxable temporary differences are recognized. As at the end of the financial period, there are no material temporary differences. 5

Receivables: Other receivable is stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts. Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certain receivable account. Provisions: Provisions are made when the Company has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. Cash .low Statement: The Company adopts the indirect method in the preparation of the cash flow statement. Cash equivalents are short term, highly liquid investments with maturities of three months or less from the date of acquisition and are readily convertible to cash with insignificant risk of changes in value. 4.2 a) Mr.R.Sriram Mr R Sriram, son of Mr R.Raju, aged about 36 years, is residing at No. 16, Balaji Avenue, 1st street, T Nagar, Chennai-600017. Ph: 044-55192100. He is an Engineer and has obtained a degree in B.Tech from The Indian Institute of Technology, Chennai and MS in Soil Mechanics and Construction Management from Oklahoma University, USA. He has about 15 years of experience in the construction industry. He joined IC & SR(Industrial Consultancy & Sponsored Research), Indian Institute of Technology, Chennai as a Senior Project Officer in 1990. He has been involved in the management of RR Greenhands Infrastructure India Ltd since 1994. He is presently the Managing Director of RR Greenhands Infrastructure India Ltd. He is also a Director in Lucid Software Pvt Ltd. His Net Worth as on 31/03/ 2004 as certified by Mr. Panchapakesan (Membership No.200092), partner of Balakrishnan and Panchapakesan,Chartered Accountants having office at No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel.No.28344625 vide certificate dated 15 May, 2004 is Rs.272 lakhs (Rupees Two hundred and Seventy Two Lakhs Only). He holds 6,53,100 shares in RRGL as on the date of the Public Announcement. These shares were allotted to him prior to the Initial Public Offer(IPO) of the Company. Brief .inancials of Lucid Software Pvt Ltd Date of Incorporation : 28 .ebruary 2000 Nature of Business : Software Development and Testing Services Rs. in lakhs Particulars Equity Capital Share Application Money Reserves(excluding revaluation reserves) Total Income Profit After Tax Earnings per Share Net Asset Value 2001 14.54 (22.39) 12.14 (22.39) Negative Negative 2002 14.54 34.69 (19.49) 92.13 2.90 1.99 19.75 2003 14.54 50.75 (19.38) 41.37 0.11 0.08 31.11

b)

Source: Audited accounts for the years 2000-01,2001-02, 2002-03 of Lucid Software Pvt Ltd 5. 5.1 a) BACKGROUND O. PACs M/s. SAAG Consolidated (M)Bhd (SCB) M/s. SAAG Consolidated (M) Bhd (SCB) was incorporated on 02 November, 1982 under the laws of Malaysia with its address at Unit No. 19-5, Block C1, Dataran Prima, Jalan PJU 1/41, 47301 Petaling Jaya, Selangor Darul Ehsan Malaysia. Tel: +60 (3) 7884 8200, .ax: +60 (3) 7880 7958. SCB is principally involved in investment holding and provision of management services. SCB through its group companies has been a leading supplier to the oil and gas industry for over two decades and is well reputed as a manufacturer, supplier and service provider of equipment and machinery to the oil and gas industry in Malaysia. SCB through its principal operating subsidiary, SAAG Oil and Gas Sdn. Bhd.(formerly known as Britac-SAAG Oil And Gas Sdn. Bhd.is licensed by Petronas Nasional Bhd to provide value added services, information technology solutions and equipment to oil, gas and related industries in Malaysia. It is also a licensee from Gas Malaysia, Construction Industry Development Board (CIDB), Tenaga Nasional Berhad and Ministry of .inance. The SCB group has been involved in the manufacture and assembly of mechanical 6

b)

seals since 1992 and also engaged in the Information Technology (IT) industry through the provision of control systems in the area of SCADA (Supervisory Control and Data Acquisition) since 1996. Recently, SCB through its new acquisitions have been involved in providing workover and well maintenance services, consultancy, project management, drilling, general engineering and construction works. c) SML is a wholly owned subsidiary of SCB. Though SCB is not directly related to the Acquirer Mr R. Sriram and the PACs at present, SCB plans to jointly, in the future through, RRGL, take advantage of the many opportunities in the infrastructure construction and oil and gas sectors available in India. SCB has no identifiable promoters. The Substantial shareholders and their respective shareholdings as on December 31, 2003 are as follows: Shareholder TCP Holdings Sdn. Bhd (TCPH) V-Quantum (M) Sdn. Bhd. Ee Chee Beng Others(each holding less than 0.53%) Total e) f) No. of shares held 2,394,177 2,257,600 84,500 11,263,723 16,000,000 % held 14.96 14.11 0.53 70.40 100

d)

SCB has complied with applicable provisions of Chapter II of SEBI (SAST) Regulations within the specified time. Details of the Board of Directors of SCB as on date of Public Announcement are as follows:

Name A jeet A hluwalia

Designation Executive Director

Brief Bio-data He started his career with Ernst & Young in London. In 1997, he joined Perwira A ffin Bank as A ssistant General Manager of Corporate .inance. In 1998, he was appointed Managing Director of Nikkei Pacific Corporate A dvisors Sdn Bhd, headquartered in Kuala Lumpur. Prior to joining SCB, he was Senior A dviser of Sierac Corporate A dvisors Sdn Bhd.

Qualifications/ No of years of Experience

Date of A ppointment

Residential A ddress No.10, Jalan Sri Hartamas 13,50480 Kuala Lumpur, Malaysia

Bachelor of Science Degree 12 December 2002 in Chemical Engineering,Masters in Technology and Development from Imperial College, University of London; MBA , the London Business School, University of London. He is a fellow member of the Institute of Chartered A ccountants in England and Wales,an associate member of the Securities Institute of United Kingdom. Bachelor of Business A dministration degree from University of Ozarks, A rkansas;Masters in Business A dministration from University of A rkansas, USA . 29 January 2003

Loganathan K Executive Ramanujam Director

He commenced his career with Southern Bank Berhad. .rom 1985 to 1990, he was the .inance and Commercial Manager in a local subsidiary of a listed company in United Kingdom. Subsequently he joined OSK Securities Berhad as a dealers representative where he gained experience in corporate finance and knowledge of regulations in relation to the Securities Industry. He has been involved in accounting, corporate finance, internal audit, structuring mergers and acquisitions since 1981. He was the Senior Vice President Corporate .inance & Information Systems of Emrail Sdn Bhd from June 2000 to December 2002
7

No.22, Jalan Jejawi,Bukit Bandaraya, Bangsar, 59100 Kuala Lumpur, Malaysia

A nand Executive Subramanian Director

Bachelor of Commerce Degree from University of Mysore, India and is a an associate member of the Institute of Chartered A ccountants of India

19 December No 6, Jalan 2002 16/20A , Section 16,46350 Petaling Jaya, Selangor, Malaysia

DatoA bu Director Bakar Bin A bdul Hamid

He is an Independent Non-Executive Director at SCB. He started his career as A gricultural Economist in the .ederal A gricultural Marketing A uthority (.A MA ) in 1967 and was its Director General from 1995 to 1998. Between 1996 and 1998 he was also Chairman of Koperasi Kakitangan Kementerian Pertanian Malaysia Berhad, the Deputy Chairman of the A ssociation of .ood Marketing A gencies in A sia and the Pacific, a Board Member of .A MA Corporation Sdn Bhd and Muda A gricultural Development A uthority (MA DA ). Presently, he sits on the Board of A bric Berhad, a company listed on the Second Board of the Bursa Malaysia Securities Berhad. He is an Independent Non-Executive Director at SCB. He commenced his career in Hargill Engineering (M) Sdn Bhd in 1979 before joining Hashim & NEH Sdn Bhd as a Mechanical Engineer in 1980. He was subsequently appointed as its A ssociate Director in 1991 and a Board Director in 1994. Presently, Ir Hon sits on the Board of A bric Berhad, a company listed on the Second Board of the Bursa Malaysia Securities Berhad. He also sits on the Board of several other private limited companies.

Bachelor of Economics Degree (Hons) from University of Malaya and a Diploma of International Trade from the Indian Institute of .oreign Trade in New Delhi, India.

23 May 2001

No 6, SS2/58, 47300, Petaling Jaya, Selangor, Malaysia

Ir.Hon Hin See

Director

Graduated from Universiti Teknologi Malaysia with a Diploma in Mechanical Engineering and completed the Council of Engineering Part II Examination from the United Kingdom. He is a member of the Institution of Engineers, Malaysia, A ssociation of Consulting Engineers, Malaysia and a registered Professional Engineer in Malaysia.

23 May 2001

38, Jalan SS22A /3, Damansara Jaya,47400 Petaling Jaya,Selangor, Malaysia

Tengku Daud Director Shaifuddin Bin Tengku Zainuddin

He is an Independent Non-Executive He holds a Bachelor of Director at SCB. He started his career in Science (Hons) Degree in A ugust 1983 with Petronas Carigali Physics with Geophysics. Sdn Bhd as a Geophysicist. He was attached with Petronas Carigali Sdn Bhd until October 1997 heading various projects. Subsequently in November 1997 he joined Petronas MJSB Sdn Bhd as a Marketing Manager (Special Project). He served Petronas MJSB Sdn Bhd until March 1998 prior to assuming his present position as Managing Director of Corro-Shield (M) Sdn Bhd. He is an Independent Non-Executive Director at SCB. He started his career in 1977 as a lecturer in University of Malaya. In 1980, he joined Esso Production Malaysia Inc as an analyst. He has been working in various technical, professional and managerial positions with Esso Companies in Malaysia including 2 years assignment with Exxon Company International, New Jersey, USA . In 1994, he was appointed to the Board of Esso Malaysia Bhd as an Executive Director and later in June 2003, he retired from Esso Malaysia Bhd. He holds a Bachelor of Science Degree, Master in Science and a doctorate from University of London.

5 December C-10-19, 2003 Perdana Selatan, Persiaran Serdang Perdana,Taman Serdang Perdana,43300 Seri Kembangan, Selangor, Malaysia

Dr.A bu Hassan Bin Sulaiman

Director

29 March 2004

A 2-2, Desa UThant,Jalan Taman UThant,55000 Kuala Lumpur, Malaysia

None of the directors of SCB are on the Board of RRGL. 8

g)

Brief Audited .inancials of SCB on a consolidated basis

Profit & Loss Account for the year ended 31st December Particulars Income from operations Other income Total Income Total Expenditure Profit/ (Loss) before Depreciation Interest & Tax Interest Depreciation Share in results of associated company Profit/(Loss) Before Tax Provision for Taxation Profit/(Loss) After Tax Minority Interests 2003 RM 43660446 1388974 45049420 48624993 (3575573) 2937648 844214 791803 (6565632) 952354 (7517986) 2390071 Rs.in lacs 5234.89 166.54 5401.43 5830.14 (428.71) 352.22 101.22 94.94 (787.22) 114.19 (901.41) 286.57 (614.84) 2002 RM 48448251 1977785 50426036 48673378 1752658 662702 689431 791008 1191533 663962 527571 (44367) 483204 Rs.in lacs 5808.95 237.14 6046.08 5835.94 210.14 79.46 82.66 94.84 142.86 79.61 63.26 (5.32) 57.94 2001 RM 63676845 1951270 65628115 63170973 2457142 386942 905112 532691 1697779 375698 1322081 276632 1598713 Rs.in lacs 7634.85 233.96 7868.81 7574.20 294.61 46.39 108.52 63.87 203.56 45.05 158.52 33.17 191.69

Net Profit/(Loss) for the year (5127915) Balance Sheet for the year ended 31st December Particulars Sources of funds Paid up share capital Reserves and Surplus (excluding revaluation reserves) Networth Hire Purchase PayablesNon current Portion & Deferred Tax Liability Unsecured loans Minority Interests Total Use of funds Net fixed assets Investments Goodwill on consolidation Net current Assets Total 2003 RM 16000000 7733064 23733064 1844654 45000000 2659974 73237692 46614619 6992368 3741443 15889262 73237692

Rs.in lacs 1918.40 927.19 2845.59 221.17 5395.50 318.93

2002 RM 16000000 12743537 28743537 372603 45000000 708184

Rs.in lacs 1918.40 1527.95 3446.35 44.68 5395.50 84.91 8971.44 590.46 778.22 0.00 7602.76 8971.44

2001 RM 16000000 12546513 28546513 1081549 0 694411 30322473 5788142 1446881 0 23087450 30322473

Rs.in lacs 1918.40 1504.33 3422.73 129.68 0.00 83.26 3635.66 694.00 173.48 0.00 2768.19 3635.66

8781.20 74824324 5589.09 838.38 448.60 1905.12 4924609 6490541 0.00 63409174

8781.20 74824324 9

Other .inancial Data Dividend (%) Earning Per Share Return on Networth (%) Book Value Per Share

RM (0.32) Negative 1.48

Rs. (3.84) Negative 17.78

RM 0.03 1.68 1.80

Rs. 0.36

RM 0.10 5.60

Rs. 1.20

21.54

1.78

21.39

Source: Audited Annual .inancial Statements of SCB Conversion : 1 RM=Rs.11.99 as on June 01, 2004 Source : reuters h) Major Contingent liabilities in the past 3 years (.igures in RM) Particulars Corporate guarantee given to financial institutions for credit facilities granted to certain subsidiary companies Corporate guarantee given to a financial institution for performance indemnity guarantee granted to a subsidiary company Total i) 2003 20,133,075 2002 20,301,075 2001 23,000,000

1,469,747 21,602,822

20,301,075

23,000,000

Reasons for fall/rise in total income and Profit After Tax (PAT) in the last 3 years

.or the financial year ended 31 December 2002, the Groups revenue declined significantly by 23.92% to RM48.45 million as compared to the previous financial year of RM63.68 million. The significant decline was mainly due to the delay in the renewal of Petronas licence to supply equipment and services to the gas and petroleum industries which affected the revenue for the fourth quarter of 2002. However, the licence was subsequently renewed in .ebruary 2003. The Groups profit before tax and Minority Interests (MI) declined by 29.80% to RM1.19 million as compared to RM1.70 million for the previous financial year. The decrease was caused in part by the termination of a major agency line and the delay in the renewal of Petronas licence during the year. Income tax expense for the Group is high despite a loss before tax due to certain items which are not deductible for tax purposes. .or the financial year ended 31 December 2003, the Groups revenue declined by 9.88% to RM43.66 million as compared to the previous financial year of RM48.45 million. The decline was due to uncertainties caused by delays to the renewal of Petronas license experienced in early 2003 and loss of a significant principal during the fourth quarter of 2002. The Group recorded a loss before tax and MI of RM6.57 million as compared to profit before tax and MI of RM1.19 million for the previous financial year. This was mainly due to finance costs arising from the RM45.0 million term loan obtained at the end of 2002, overall reduction in margins achieved on sales of engineering equipment and certain debtors and stock balances relating to prior years which have been provided for. Income tax expense for the Group is high despite lower profit before tax due to certain items which are not deductible for tax purposes. j) On 17/03/2004 SCB acquired 7,01,200 shares of the Target Company at a price of Rs 6.35/-(Rupees Six paise thirty five Only) per share. On 17/06/2004 SCB sold the 7,01,200 shares acquired to SML at a price of Rs 6.35/- (Rupees Six paise thirty five Only) per share. As on the date of the Letter Of Offer, SCB does not hold any shares in the Target Company. In this regard SCB has complied with the applicable provisions of the SEBI(SAST) Regulations and the SEBI (Prohibition of Insider Trading)Regulations, 1992. k) Significant Accounting policies of SCB

Basis of Accounting The financial statements of the Group and of the Company have been prepared under the historical cost convention modified by the Directors revaluation of the Companys investment in subsidiary companies. Basis of Consolidation The consolidated financial statements include the audited financial statements of the Company and of all its subsidiary companies made up to 31 December 2003. Subsidiary companies are those companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. Subsidiary companies 10

are consolidated using the acquisition method of accounting. On acquisition, the assets and liabilities of the relevant subsidiary companies are measured at their fair values at the date of acquisition. The interest of minority shareholders is stated at the minoritys proportion of the fair values of the assets and liabilities recognised. The results of subsidiary companies acquired or disposed of during the financial year are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal. All significant inter-company balances and transactions are eliminated on consolidation. The gain or loss on disposal of a subsidiary company is the difference between the net disposal proceeds and the Groups share of its net assets. Goodwill on Consolidation Goodwill on consolidation represents the excess of the purchase price over the fair values of the net identifiable assets of the subsidiary company at the effective date of acquisition. Goodwill on consolidation is amortised over a period of ten years. Revenue Revenue of the Company consists of income from provision of management services and income arising from investment activities. Revenue of the subsidiary companies consists of gross invoice value of goods sold less returns and discounts, information technology services rendered and commission receivable on agency agreement with principal suppliers. Revenue of the Group and of the Company is recognised as follows: Sale of goods Provision of services Dividend income Interest income Agency commission income Contract income upon delivery of products and when the risks and rewards of ownership have passed when services are rendered when the shareholders right to receive dividend payment is established on an accrual basis upon delivery of products in accordance with agency agreement entered into based on percentage of completion method. The percentage of completion is determined based on the proportion of contract costs incurred for work performed todate bear to the total estimated contract costs.

.oreign Currency Conversion Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate exchange rates prevailing at the transaction dates or, where settlement has not yet been made at the end of the financial year, at the approximate exchange rates prevailing at that date. All foreign exchange gains or losses are taken up in the income statements. The Groups foreign incorporated subsidiary companies are those operations that are not an integral part of the operations of the Company. .or the purpose of consolidation, the financial statements of the foreign incorporated subsidiary companies have been translated into Ringgit Malaysia as follows: All assets and liabilities Share capital and reserves Revenue and expenses at year-end rate at historical rate at average rate for the year

The closing rates used in converting foreign currency amounts and the translation of foreign incorporated subsidiary companies financial statements are as follows: Particulars 1 Singapore Dollar (SGD) 1 Brunei Dollar (BND) 1 Philippine Peso (PHIL PESO) 1 Hong Kong Dollar (HKD) 1 Great Britain Pound (GBP) 1 United States Dollar (USD) 11 2003 2.2315 2.2315 0.0685 0.4894 6.7560 3.8000 2002 2.1915 2.1915 0.0715 0.4872 6.0930 3.8000

All translation gains or losses are taken up and reflected in the translation adjustment account under shareholders equity. Such translation gains or losses are recognised as income or expenses in the income statement, in the period in which the operations are disposed of. Difference in exchange arising from the translation of the opening net investments in foreign subsidiary companies, and from the translation of the results of those companies at the average exchange rate, are taken to translation adjustment account. Income Tax In previous financial years, the tax effects of transactions are recognised, using the liability method, in the year such transactions enter into the determination of net income, regardless of when they are recognised for tax purposes. However, where timing differences would give rise to net deferred tax assets, the tax effects are generally recognised on actual realisation. During the financial year, the Group and the Company adopted the provisions of MASB Standard No. 25, Income Taxes in respect of the recognition of deferred tax assets and liabilities. Upon adoption of MASB 25, the tax effects of transactions are recognised using the liability method and all taxable temporary differences are recognised. Where temporary differences would give rise to net deferred tax asset, the tax effects are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. There is, however, no significant effect on the financial statements of the Group and of the Company for the current and previous financial years arising from the adoption of MASB 25. Long-Term Contracts When the outcome of a contract can be estimated reliably, revenue and costs are recognized by reference to the stage of completion of the contract activity at the balance sheet date, as measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customers. When the outcome of a contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately as provision for foreseeable loss. Jointly Controlled Operations (Joint Venture) The joint ventures between the Company and SAAG-Embah and SAAG-Ecodrill are unincorporated jointly controlled operations. The Companys interests in joint ventures have been brought to account by including the Companys proportionate share of assets employed in the joint ventures, the proportionate share of liabilities incurred in relation to the joint ventures and its proportionate share of income and expenses in relation to the joint ventures in their respective classification categories in the financial statements. Impairment of Assets The carrying amounts of property, plant and equipment, investment in subsidiary companies and associated company, and goodwill on consolidation are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such an indication exists, the assets recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. All impairment losses are recognised in the income statements. An impairment loss in respect of goodwill is not reversed unless the loss is caused by a specific external event of an exceptional nature that is not expected to recur and subsequent external events have occurred that reverse the effect of the event. In respect of other assets, an impairment loss is reversed if there has been a change in the estimate used to determine the recoverable amount. An impairment loss in respect of other assets is only reversed to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. All reversals are recognised in the income statements. Property, Plant and Equipment and Depreciation Property, plant and equipment are stated at cost, less accumulated depreciation and any impairment losses. Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceeds and the carrying amount of the asset, and is recognised in the income statements. Depreciation of property, plant and equipment, except for freehold land and work-in-progress which are not depreciated, is computed on the straight-line method at the following annual rates based on the estimated useful lives of the various assets:

12

.reehold buildings Long-term leasehold industrial land and building Machinery and tools .urniture, fittings and fixtures Office equipment Renovations Motor vehicles Training equipment Workover rig and equipment

1% - 2% Over the lease period of 50 to 97.5 years 10% 10% 10% to 33 1/3% 20% 20% 10% 5%

Property, Plant and Equipment under Hire-Purchase Arrangements Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements and the corresponding obligations treated as liabilities. .inance charges are allocated to the income statements to give a constant periodic rate of interest on the remaining hire-purchase liabilities. Associated Companies An associated company is a non-subsidiary company in which the Company holds as long-term investment not less than 20% of the equity voting rights and in which the Company is in a position to exercise significant influence in its management. The Companys investment in associated companies is accounted for under the equity method of accounting based on the audited financial statements of the associated companies made up to 31 December 2003. Under this method of accounting, the Companys interest in the post-acquisition profit and reserves of the associated companies is included in the consolidated results while dividend received is reflected as a reduction of the investment in the consolidated balance sheet. The carrying value of the investment approximates the underlying equity interest in net assets of the associated companies. Unrealised profits and losses arising on transactions between the Company and its associated companies are eliminated to the extent of the Companys equity interest in the relevant associated companies except where unrealised losses provide evidence of an impairment of the asset transferred. Investments Investment in an unquoted direct subsidiary company, which is eliminated on consolidation, is stated at Directors valuation less any impairment losses in the Companys financial statements. Investment in other subsidiary companies, which is eliminated on consolidation, is stated at cost less impairment losses in the Companys financial statements. Investment in unquoted associated companies is stated at cost less any impairment losses in the Companys financial statements. Other investments are stated at cost less allowance for diminution in value of investment to recognise any decline, other than a temporary decline, in the value of the investments. Short-term Investment in Quoted Shares Short-term quoted investments on the balance sheet date are stated at the lower of cost and market value. Market value is calculated by reference to the stock exchanges last done prices at the close of business on the balance sheet date. Inventories Inventories are valued at the lower of cost (determined on a first-in, first-out basis) and net realisable value. The cost of trading merchandise comprises the original cost of purchase plus the cost incurred in bringing the inventories to their present location and condition. Work-in-progress represents all contract costs incurred directly on short-term contract jobs for which the work done have not yet been completed and are valued at the lower of cost and net realisable value. Contract cost consists of direct materials, direct labour and other direct expenses. Net realisable value represents the estimated selling price in the ordinary course of business less selling and distribution costs and all other estimated costs to completion. In arriving at net realisable value, due allowance is made for damaged, obsolete or slow-moving inventories. Receivables Trade and other receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts. Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certain receivable accounts. Provisions Provisions are made when the Group and the Company have a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can be made. 13

Cash .low Statements The Group and the Company adopt the indirect method in the preparation of the cash flow statements. Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date of acquisition and are readily convertible to cash with insignificant risk of changes in value. l) The status of Corporate Governance The Board of Directors of SCB is committed to ensuring that highest standards of corporate governance are implemented and practiced throughout the Group to protect and enhance shareholders value. The SCB Group has best endeavored to comply with the Principles and Best Practices prescribed in the Malaysian Code of Corporate Governance (Code) as well as those in the Listing Requirements of the Bursa Malaysia. BOARD O. DIRECTORS Board Responsibility The Board retains full and effective control over the entire affairs of the Group. This includes responsibility for determining the Groups strategic direction, overall corporate governance, effective and efficient conduct of business activities of the Group. Key matters, such as approval of annual and interim financial results, material acquisitions and disposals, material agreements, major capital expenditures, budgets and business plans are reserved for the Board. The Board has delegated certain responsibilities to three (3) committees namely the Audit, Nomination and Remuneration Committees, which operates within approved terms of reference. The Audit Committee has been in existence for several years whilst the Remuneration Committee was established in 2002 and the Nomination Committee was established on 20 October 2003. These committees assist the Board in discharging its duties by examining particular issues and reporting their recommendations to the Board. The ultimate decision on all matters lies with the entire Board. Board Composition and Balance The Board currently has seven (7) Directors comprising three (3) Executive Directors and four (4) Independent NonExecutive Directors. The Company has complied with Paragraph 15.02 of the Listing Requirements of the Bursa Malaysia which requires at least two (2) or one-third (1/3) of the members, whichever is the higher, to be Independent Directors. Together, the Directors amongst them have substantial years of experience in engineering, finance, business, and marketing. The current composition reflects the required mix of skills, experience and other qualities for the successful management of the Groups business activities. Board Meetings The Board meets at least four (4) times a year, with additional meetings convened as and when urgent and important decisions are required to be made. During the financial year ended 31 December 2003, the Board met six (6) times. Appointments to the Board In accordance with the Companys Articles of Association, the Directors shall have the power to appoint additional Directors from time to time. New appointees will be considered and evaluated by the Nomination Committee. The Committee will then recommend the candidates for Boards consideration. BOARD COMMITTEES Audit Committee The Audit Committee presently comprises three (3) Board representatives out of whom two (2) are Independent NonExecutive Directors. Dato Abu Bakar Bin Abdul Hamid, an Independent Non-Executive Director is the Chairman of the Audit Committee. Nomination Committee The current members of the Nomination Committee are as follows:Dato Abu Bakar Bin Abdul Hamid Chairman / Independent Non-Executive Director Ir Hon Hin See Member / Independent Non-Executive Director The Committee is responsible for reviewing the Boards structure, size and composition. It assesses the effectiveness of the Board as a whole and the contribution of each individual Director on an annual basis. It also recommends the appointment of Directors in Board Committees as well as reviews its required mix of skills, experience and other qualities, including core competencies which Non-Executive Directors should bring to the Board. Remuneration Committee The current members of the Remuneration Committee are as follows:Dato Abu Bakar Bin Abdul Hamid Chairman / Independent Non-Executive Director Ir Hon Hin See Member / Independent Non-Executive Director Loganathan a/l K. Ramanujam Member/Executive Director 14

The Committee is responsible for determining and recommending to the Board the framework or policy for the remuneration of the Directors so as to ensure that the Company attracts and retains Directors with relevant experience and expertise to assist in managing and operating the Group effectively. The component parts of remuneration are structured so as to link rewards to corporate and individual performance, in the case of Executive Directors. The performance appraisal system is in the process of being implemented for the Group. In the case of Non-Executive Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the particular Non-Executive Directors concerned. The Remuneration Committee ensures that Executive Directors are fairly rewarded for their individual contributions to the Companys performance. The determination of the Non-Executive Directors remuneration is the responsibility of the Board as a whole subject to approval of shareholders at the Annual General Meeting. The Directors are not involved in the approval of their own remuneration package. m) n) There are no pending litigations on SCB at the company level. Name and Contact details of the Compliance Officer.

Vijeyalatha a/p V.Rajaratnam, Company Secretary/Legal Manager, Unit 19-5, Block C1,Dataran Prima, Jalan PJU 1/41, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia, Tel No. : 603-7884 8200 o) p) There are no mergers /demerger, spin off during last 3 years involving SCB. SCB was incorporated on 2/11/1982 in Malaysia as a private limited company; converted into a public company on 10/05/1994. Its name changed from Sistem Alat-Alat Gas Sdn Bhd to SAAG Corporation Sdn Bhd on 7/05/1994, to SAAG Corporation Bhd on conversion to a public company and to Britac Bhd on 26/06/2001. It was later changed to SAAG Consolidated (M) Bhd on 19/06/2003. SCB has not promoted any Company in India. The equity shares of the company are traded in the Trading /Services category on the Second Board of Bursa Malaysia Securities Berhad (formerly known as Malaysia Securities Exchange Berhad). The market price of the scrip as on June 1, 2004 was RM 2.30(equivalent to Rs 27.58). The Authorised and Paid-up Equity Capital of SCB as on 31 December 2003 is RM 5,00,00,000 (equivalent to Rs 5995.0 lakhs) and RM 1,60,00,000 (equivalent to Rs 1918.40 lakhs) respectively. The face value per share is RM 1.00(equivalent to Rs.11.99).

q) r)

5.2 Mr. R.Raju Mr. R.Raju, aged 65 years, residing at No. 16, Balaji Avenue,1st street, T.Nagar, Chennai 600017 Phone: 044-55192100 is the founder of the RR Group. He is among the pioneers in Real Estate and Apartment concept in Chennai. He has an experience of more than three decades in the Real Estate business. He is involved in the business development of RRGL and guides the company with respect to planning and business processes. His net worth as on 31/03/2004 as certified by Mr.Panchapakesan (Membership No.200092), Partner, Balakrishnan and Panchapakesan, Chartered Accountants, No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel. No. 28344625 vide certificate dated 15 May,2004 is Rs.200 lakhs (Rupees Two Hundred Lakhs only). He had acquired 294000 shares of RRGL on 21/06/2000. This acquisition being an interse transfer of shares among the promoters was exempt under the Regulations. An application to SEBI for the same is being made. He subsequently sold 203900 shares of RRGL on 18/03/2004. He holds 90100 shares in RRGL as on the date of the Public Announcement. 5.3 Mr. R.Ananthakrishnan Mr. R.Ananthakrishnan, s/o Mr.R.Raju, aged 31 years, resides at No. 16, Balaji Avenue, 1st street, T.Nagar, Chennai 600017 Phone: 044-55192100.He is an MBA in finance from the University of Hull, London and did his graduation in Commerce from Vivekananda College, Chennai. He is a Director in Alderis Consultants Pvt Ltd. Alderis Consultants Pvt Ltd(ACL) was incorporated on 18.02.2004 for the purpose of providing accounting and financial advisory services. There have been no operations in ACL since incorporation. The networth of Mr. Ananthakrishnan as on 31/03/2004 as certified by Mr. Panchapakesan, Partner, Balakrishnan and Panchapakesan, Chartered Accountants, No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel. No. 28344625(Membership No.200092) vide letter dated 15 May, 2004 is Rs.50 lakhs approx(Rupees .ifty lakhs approximately). He is currently on the Board of Directors of RRGL. He had acquired 5000 shares of RRGL on 10/06/1995 and 91100 shares of RRGL on 11/01/1996. He sold 3500 shares of RRGL on various dates in between January 2000 and June 2000 bringing his shareholding down to 92600 shares. He further acquired 294000 shares of RRGL on 21/06/2000. This acquisition being an interse transfer of shares among the promoters was exempt under the Regulations. An application to SEBI for the same is being made. He sold 3200 shares on various dates between July 2000 and October 2000 bringing his shareholding down to 383400. He sold 383400 shares of RRGL on 18/03/2004. He does not hold any shares in RRGL as on the date of the Public Announcement. 15

5.4 Ms Bharati Anand Ms Bharati Anand, wife of Mr. Ananthakrishnan, aged about 31 years, is residing at No. 16, Balaji Avenue, 1 st street, T.Nagar, Chennai 600017 Phone: 044-55192100. Her Net Worth as on 31/03/2004 as certified by Mr. Panchapakesan (Membership No.200092), partner of Balakrishnan and Panchapakesan, Chartered Accountants having office at No.5, Sannathi Street, Poonamallee, Chennai 600056, Tel.No.28344625 vide certificate dated 15 May, 2004 is Rs. 23.75 lakhs (Rupees Twenty Three Lakhs Seventy .ive Thousand only). She had acquired 113900 shares in RRGL on 29/05/2000 and had sold the same on 18/03/2004. This aquisition being an interse transfer of the shares amoung the promoters was exempt under the Regulations. An application to SEBI for the same is being made. She does not hold any shares in RRGL as on the date of the Public Announcement. 6. STATUTORY APPROVALS a) No approval from any bank or financial institutions is required for the purpose of this Offer, to the best of the knowledge of the Acquirers. b) c) Approval from RBI will be required for acquisition of shares from NRI shareholders, if any. The shares under this offer will be acquired by the Acquirer, Mr R.Sriram, out of his domestic financial resources. To the knowledge of the Acquirers and PACs, no other statutory approvals are required to acquire the shares that may be tendered pursuant to the Offer. If any 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 Acquirer and PACs will not proceed with the Offer. In case of delay in receipt of statutory approval, if any SEBI has power to grant extension of time to Acquirers and PACs for payment of consideration to shareholders, subject to Acquirers and PACs agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. .urther, if the delay occurs on account of willful default by Acquirers and PACs in obtaining the requisite approval, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable.

d)

7. DELISTING OPTION TO RRGL If, pursuant to this Offer and any acquisition of shares by the Acquirers and PACs from the open market or through negotiations or otherwise made in compliance with the SEBI (SAST) Regulations 1997, the public shareholding is reduced to 10% or less of the paid up and voting share capital of RRGL, then in accordance with Regulation 21(3) of the regulations, the Acquirers and PACs shall comply with the provisions of the SEBI Delisting of Securities Guidelines, 2003. 8. BACKGROUND O. RRGL a) RR Greenhands Infrastructure India Limited is a public limited company having its registered office at #58,Thirumalai Pillai Road, T.Nagar, Chennai-600017.Ph:044-52121927, Contact .ax: 044-52035887. RRGL was incorporated in the year 1995 under the name Kaashyap .oundations Limited. The name was subsequently changed on 26 June,2000 to RR.com and then to RR Greenhands Infrastructure India Limited on 7 March,2002. RRGL is principally involved in business activities relating to infrastructure and housing development projects. The company obtained the certificate of commencement of business on 8th March 1995. In addition to the Registered Office, RRGL has its Administrative Office at 51, R.K. Mutt road, Mylapore, Chennai 600004. Other than this RRGL does not have any other offices or manufacturing facilities. The present Directors of RRGL are Mr. R.Raju (Chairman),Mr.R.Sriram (Managing Director), Mr.V.Vasudevan, Mr.R.Ananthakrishnan and Mr.G.V.Satish Narayana. The authorized share capital of RRGL is Rs.10, 50,00,000/-(Rupees Ten crore fifty lakhs only) The issued, subscribed and paid up capital of RRGL as on the date of this public announcement is Rs.10, 50,00,000/-(Rupees Ten crore fifty lakhs only) divided into 1,05,00,000 Equity Shares of Rs.10/- each fully paid up. There are no partly paid up shares. There has been no merger/demerger/spin off in the Target company during the past three years. Paid up equity share capital of RRGL .ully paid up equity shares Partly paid up equity shares Total paid up equity shares Total voting rights in the Target Company No. of shares /voting rights 1,05,00,000 NIL 1,05,00,000 1,05,00,000 % of shares/voting rights 100 NIL 100 100

b)

c)

16

d) Current capital structure Build-up since inception Date ofallotment No and %of shares issued Cumulative paid up capital 700 Mode of allotment Identity of allottees (promoters/ expromoters/others) Promoters Status ofcompliance

04.02.1995 700 (0.01%)

Initial Subscription of shares Allotted to promoters

10.06.1995 1024900 (9.76%) 29.06.1995 724000(6.89%)

1025600

1749600

Allotted to promoters

11.01.1996 *4096600 (39.02%)

5846200

Initial Public Offer

Promoters, Directors their friends and relatives Promoters, Directors their friends and relatives Public through prospectus SAAG (Mauritius) Ltd

31.05.2004 4653800(44.32%) 10500000

Preferential allotment

RRGL had complied with the relevant provisions RRGL had complied with the relevant provisions RRGL had complied with the relevant provisions RRGL had complied with the relevant provisions RRGL had complied with the relevant provisions

Total

10500000

Note: * This does not include an additional number of 1,53,800 shares allotted on 11/01/1996 but forfeited during the year 2001-02 due to non-receipt of call in arrears. e) The equity shares of RRGL are listed on The Stock Exchange Mumbai (BSE) and the Madras Stock Exchange (MSE) and have not been traded for the past many years. Hence, the equity shares are termed as infrequently traded on the BSE and MSE in terms of explanation (i) to Regulation 20(5) of the Regulations. The total Income of the Company for the year-ended 31st March 2004 was Rs. 1133.73 lakhs with a net profit of Rs.6.54 lakhs. As per the audited financial results for the nine month period ended 31st December, 2003 the Company has reported a total income of Rs. 370.62 lakhs and a net profit of Rs.0.34 lakhs. There are no outstanding instruments in the nature of warrants / fully convertible debentures / partly convertible debentures etc. which are convertible into equity at any later date. Other than the shares issued under the preferential allotment, there are no equity shares under lock in period. The composition of the Board of Directors as on the date of Public Announcement (June 4, 2004) is as follows: Designation Chairman Qualifications SSLC No of years Date of of Experience Appointment 41 27.01.1995 Address No.16,Balaji Avenue,T.Nagar, Chennai 600017 No.16,Balaji Avenue,T.Nagar, Chennai 600017 No.19,Rukmani Street, West Mambalam, Chennai 600033 No.16,BalajiAvenue, T.Nagar, Chennai 600017 Y-89,Annanagar, Chennai 600040

f)

g)

h)

Name R . Raju

R . Sriram

Managing Director Director

B.Tech,M.S

15

03.12.2001

V. Vasudevan

B.Com, B.L.,A.C.S. MBA M.Tech

25

31.05.1995

R.Ananthakrishnan G.V.Satish Narayana

Director Director

13 13

23.08.1999 07.09.1999

17

There are no Directors representing the Acquirer, SML or the PAC, SCB on the Board of Directors of the Target Company.The Acquirer Mr R. Sriram, and the PACs Mr. R.Raju and Mr R.Ananthakrishnan are on the Board of Directors of the Target Company. i) The equity shares of the company are included by BSE in the list of securities to be traded in compulsory dematerialised mode. RRGL has entered into an agreement with National Securities Depository Limited (NSDL) for getting the equity shares of the company dematerialised. RRGL is in the process of entering into an agreement with Central Depository Services (India) Limited (CDSL) to get the equity shares of the Company dematerialized. The equity shares of the Company had been included in Z category by BSE on 31 December 2001 based on SEBIs directive to place all companies, which had not signed, with both depositories as on 30 September 2001 in the trade-totrade segment. Consequent to the signing of agreement with NSDL the Companys request for re-categorization is under consideration by BSE. The status of compliance with the provisions of Chapter II of the SEBI (SAST) Regulations, 1997: The promoters have complied with all the applicable provisions of Chapter II within the time specified in the Regulations. The PACs, Mr R. Raju, Mr R. Ananthakrishnan and Ms. Bharathi Anand have not complied with all the applicable provisions of the SEBI (SAST) Regulations with regard to the filing for exemption for inter se transfer of shares to the promoters. RRGL has complied with all the applicable provisions of Chapter II of SEBI (SAST) Regulations. However, there has been a delay in compliance of Reg 6(2) and 6(4). Compliance with regulation 8(3) was also delayed in the years 1998,1999,2000,2001 and 2002 In this regard, for the said delay in compliance with Regulation 6 and 8, SEBI vide Order dated June 30, 2004 has initiated adjudication proceedings against the target company. k) The Stock exchange, Mumbai(BSE) had suspended trading in the Companys shares due to certain non compliances of the listing agreement which included non payment of listing fees and non compliance with filing of the requisite disclosures under clause 6(2) and 6(4) and 8(3) of Chapter II of the SAST regulations. The Company subsequently complied with all of BSEs requirements on 28/10/2003, which included filing of the requisite disclosures under clause 6(2) and 6(4) and 8(3) of Chapter II of the SAST regulations along with the payment of a fine of Rs 2,40,000/-(Rupees Two Lakh .orty Thousand Only) as asked for by BSE. BSE subsequently removed suspension on trading in the Companys shares with effect from 17/03/ 2004. Other than this and (j) above, the Company has been complying with the provisions of the listing agreements entered into with the Stock Exchanges and no action punitive or otherwise has been initiated by SEBI or RBI or the Stock Exchange against the Company. All the shares of the company except those issued under the preferential allotment are listed at MSE and BSE. The application for listing of the same are under consideration by the BSE and MSE. The brief audited financials of the Target Company for the past three years & financial results for nine months ended 31/12/2003 as certified by the statutory auditor of the Target Company, Mr. L.Sukumar, Proprietor (Membership No.24589) of L.Sukumar & Co, Chartered Accountants having his office at 10,DSilva Road, Mylapore, Chennai 600 004 are as follows:

j)

l)

Profit & Loss Account(Rs. in lacs) Particulars Income Other income Total Expenditure Profit/(Loss) before Interest Depreciation & Tax Interest Depreciation Profit / (Loss) Before Tax Provision for Taxation Profit / (Loss) After Tax 9 mths ended 31/12/2003 364.42 6.20 370.62 293.83 76.79 69.73 6.54 0.52 0.18 0.34 Year ended 31/03/2003 1125.68 8.05 1133.73 1035.80 97.92 59.51 8.71 29.70 23.16 6.54 Year ended 31/03/2002 737.58 0.11 737.69 668.12 69.57 14.32 6.11 49.13 5.00 44.14 Year ended 31/03/2001 278.99 0.00 278.99 247.02 31.97 0.61 6.77 24.59 1.15 23.44

18

Balance Sheet (Audited) (Rs. in lacs) Particulars Sources of funds Paid up share capital Reserves and Surplus (excluding revaluation reserves) Shareholders funds Secured loans Unsecured loans Total Use of funds Net fixed assets Net current assets Miscellaneous expenditure not written off Total Other .inancial Data Earning Per Share (Rs) Return on Networth (%) * Annualised m) Reasons for fall/rise in total income and Profit After Tax (PAT) *0.008 *0.07 0.11 0.99 0.75 6.70 *0.32 *3.12 117.82 1315.56 5.24 1438.62 94.42 1257.48 7.50 1359.40 84.86 739.87 10.50 835.23 81.16 647.80 13.51 742.47 584.62 81.38 666.00 735.35 37.27 1438.62 584.62 81.04 665.66 642.20 51.54 1359.40 584.62 74.50 659.12 105.43 70.69 835.23 593.58 21.37 614.95 97.49 30.03 742.47 31/12/2003 31/03/2003 31/03/2002 31/03/2001

The Year 2000-01: The Company recorded a turnover of Rs.278.99 lakhs in 15-month period ended 31/03/2001. The turnover dropped by 46% during this period as compared with the corresponding figures during the 15-month period as on 31st December 1999. The reason being, there was a shift in the focus of the Company and the management was seriously looking at the various options to confine itself to its core activities. This was ultimately reflected in the better profitability during these periods with PAT at Rs.24.44 lakhs as compared to a negative figure of Rs.92.48 lakhs in the previous period. The Year 2001-02: The Company in the year 2001-02 recorded a turnover and PAT growth of 164% and 88.3% respectively during the 12 months period. The managements decision to move more into the Projects in the Infrastructure area ultimately paved the way of better performance in this year both in terms of profit and turnover. The Year 2002-03: The Company managed to bag a couple of big orders in this financial year. The management was more focused and result oriented. The Company recorded a growth of 53% in the turnover. However, the same was not reflected in PAT, which fell by 85% due to steep increase in the material costs and financing. There were delays in collecting the amounts due from clients and this resulted in a strain on the working capital. n) Pre and Post- Offer shareholding pattern of the Target Company is as follows:

19

Shareholders category

Shareholding & voting rights prior to the agreement/acquistion and offer

Shares / voting rights Shares / voting rights agreed to be acquired agreed to be acquired in open offer through preferential (Assuming full allotment which acceptances) triggered off the Regulations (B) No % ( C) No % -

Shareholding / voting rights after the acquisition and offer (A)+(B)+(C)

(A) No 1.Promoter Group a) Parties to agreement, if any: b) Promoters other than above Mr.R Sriram* Mr.Gyan Jain T@ Acquirer SAAG Mauritius Ltd PACS R. Raju R.Ananthakrishnan Bharathi Anand SAAG Consolidated (M) Bhd Total 1(a+b) 2. Parties to agreement other than (1) (a) 3. Public {Other than Acquirers, Promoters and PACs} Total (1+2+3) -

% -

(D) No -

% -

653100 79100 701200** 90100 1523500 -

11.17 1.35 11.99 1.54 26.06 4653800 44.32

2100000

20.00

2753100 79100 5355000 90100 8277300 -

26.22 0.75 51.00 0.85 78.83 -

4322700

73.94

(2100000)

20.00

2222700

21.17

5846200

100.00

4653800

10500000

100.00

@ Mr Gyan Jain T can also tender the shares under the offer *Mr.R.Sriram is also an Acquirer in the Open offer. ** 7,01,200 shares (forming 6.68% of the post preferential allotment capital) have been acquired on 17/06/2004 after the date of the PA but before the date of the LOO. o) p) q) Promoters other than the Acquirers and the PACs also can participate in the offer. The number of shareholders in the public category is 1111 Pending Litigations: There are no pending litigation matters against RRGL. Compliance Officer: Mr T. Jeyaprakasam RR Greenhands Infrastructure India Limited, #58,Thirumalai Pillai Road, T.Nagar, Chennai-600017 Ph 044-52121927

9. O..ER PRICE Justification of Offer Price: The equity shares of RRGL are listed on The Stock Exchange, Mumbai (BSE) and the Madras Stock Exchange(MSE). The annualised trading turnover of the equity shares of the Company on the BSE and MSE are as shown below:

20

Name of stockExchange

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

Total no. of listed Shares 58,46,200 58,46,200

Annualized Trading turnover (in terms of % to total listedshares) NIL NIL

BSE MSE

Source: bseindia.com and MSE letter dated 16 June, 2004 The equity shares of RRGL are infrequently traded on the BSE in terms of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations, 1997. The offer price of Rs. 10/- per share is based on various parameters, extracts of which are as follows: Valuation in terms of Regulation 20(5) The negotiated price per share under the Shareholders Agreement Highest price paid by Acquirer for acquisition of equity shares including by way of allotment in public or rights or preferential issue during the twenty-six weeks period prior to the date of public announcement Highest price paid by the Acquirer for acquisition from SCB of equity shares after the date of the PA(On 17/06/2004) Other Parameters NA Rs.10/-

RONW (%) Book Value per share (Rs.) EPS (Rs.) P/E *

Rs.6.35/Based on audited accounts ended 31/03/2003 0.99 11.26 0.11 -

Based on figures for 9 Months ended 31/12/2003 (annualized) ** 0.07 11.30 0.008 -

* The equity shares have not been traded on BSE and MSE for the past many years. ** .inancials as certified by L.Sukumar & Co, Chartered Accountants. Sri & Co.,Chartered Accountants,T.Nagar, Chennai,Tel. No. 28142064, vide their report (signed by Mr.M.B.Srinivasan, Partner, Membership No.27630) dated the 15th May 2004, have certified that the value of the shares of RRGL is Rs.6.29 per equity share based on the methodology laid down by the Supreme Court decision in the Hindustan Lever Employee Union Vs. Hindustan Lever Ltd.(HLL)(1995) 83 Com Case 30. The relevant extracts of the report are reproduced below: 1) Net Asset Method of Valuation(Intrinsic Value): The audited Balance Sheet as on 31 March, 2003 forms the basis for estimating the Net Asset Value (NAV) of the company. Under this Method of valuation, from the realizable value of assets, the amount of loan and other liabilities are deducted. The value per share as per NAV method is Rs10.29 2) Profit Earning Capacity Value (PECV) Method Under this method, the average after tax profits of the past years are capitalized at an appropriate rate to arrive at value of shares. The value per share as per PECV method is Rs 4.29 The market value method could not be considered since the shares of the Company have not been traded for the past many years. .air Value per share (As per the method suggested by Supreme Court in HLL case)

21

Weight to be assigned for NAV: Weight to be assigned for PECV: Value per share under NAV method: Weighted value of share as per NAV method: Value per share under PECV method: Weighted value of share as per PECV method: .air value per share:

1 2 Rs Rs Rs Rs Rs

10.29 10.29 4.29 8.59 6.29

Considering the above parameters the offer price of Rs.10/- per share is justified. The Offer price shall not be less than the highest price paid by the Acquirer for any acquisition of shares of Target Company from the date of public announcement upto 7 working days prior to the closure of the offer. The Offer Price of Rs.10/- per equity share of RRGL is justified in terms of Regulation 20(11) of the Regulations. There is no non-compete agreement. 10. .INANCIAL ARRANGEMENT a) The total funds required to implement the offer are Rs. 2,10,00,000/-(Rupees Two Hundred and Ten Lakhs only).Mr.R.Sriram (Acquirer) has deposited Rs. 52,50,000/- (Rupees .ifty Two Lakhs .ifty Thousand only) being 25% of the consideration in an Escrow Account in terms of Regulation 28 with the Union Bank Of India, Main Branch, Chennai in the form of cash. Mr.R.Sriram, has duly authorized the Manager to the Offer to realise the value of the Escrow Account in terms of the Regulations. The financial obligations under the offer will be fulfilled through internal resources of the Acquirers and the PACs and not from banks, financial institutions or foreign sources i.e. from Non Resident Indians or otherwise. Mr. Panchapakesan (Membership No.200092), partner of Balakrishnan and Panchapakesan, Chartered Accountants having office at No.5, Sannathi Street, Poonamallee, Chennai 600056,Tel. No.044-28344625 vide certificate dated 15 May, 2004 has confirmed that sufficient resources are available to allow the Acquirer, Mr R. Sriram and PACs to fulfill their obligations under the offer. Based on the above, the Manager to the Offer is satisfied about the ability of the Acquirers and PACs to implement the offer in accordance with the Regulations. The Manager to the offer confirms that the firm arrangements for funds and money for payment through verifiable means are in place to fulfill offer obligations.

b) c)

d).

11. TERMS AND CONDITIONS O. THE O..ER a) Eligibility for accepting the Offer: The offer is being made to the equity shareholders of RRGL (other than Acquirers and PACs) whose names appear on the Register of the Members of RRGL at the close of business hours on 1 July, 2004 (the Specified Date) and also to those persons who own the equity shares at any time prior to the closure of the offer, but are not the registered equity shareholders. Promoters other than the Acquirers and PACs can participate in the offer. b) The Registrar to the Offer has opened a Depository Account (hereinafter referred to as Special Depository Escrow Account) with Karvy Consultants Limited, as the Depositary participant (Karvy) in National Securities Depositary Limited (NSDL) named as RR Greenhands Infrastructure India Limited Escrow Account - Open Offer. The DP ID is IN300394 and Beneficiary Client ID is 14054910. Shareholders having their beneficiary account in Central Depository Services India Limited (CDSL) have to use inter depository delivery instruction for the purpose of crediting their equity shares in favour of Special Depository Escrow Account with NSDL. Statutory Approvals: The acquisition of shares tendered and accepted in the Offer from non-resident shareholders if any will be subject to the permission of the Reserve Bank of India (RBI) under the .oreign Exchange Management Act, 1999 for which the requisite application will be made on closure of the Offer. Other than the above, as on the date of this letter of offer no approvals, statutory or otherwise, are required under the Companies Act 1956, Monopolies and Restrictive Trade Practices Act, 1969, the .oreign Exchange Management Act, 1999 and/or any other applicable laws and from any bank and/ or financial institutions for the said acquisition. If any other statutory approvals become applicable, the Offer would be subject to such statutory approvals Subject to the conditions governing this Offer as mentioned herein, the acceptance of this offer by the equity shareholders of RRGL must be absolute and unqualified. Any acceptance to this offer, which is conditional and incomplete in any respect, will be rejected without assigning any reason whatsoever. 22

c)

d)

Shares subject to Lock in The Lock-in shares, if any, acquired pursuant to in the offer will be transferred to acquirer subject to the condition that it will continue be locked -in in their hands. It will be ensured that there will be no discrimination in acceptance of lock-in and non lock-in shares.

12. PROCEDURE .OR ACCEPTANCE AND SETTLEMENT a) Procedure for accepting the offer by eligible persons The equity shareholders of RRGL who qualify and who wish to avail of this Offer (hereinafter referred to as Acceptor) will have to deliver the relevant documents as mentioned below to the Registrar to the Offer, Karvy Computershare Pvt Limited at their address mentioned on the cover page of this Letter of Offer by hand delivery or Registered Post between 10.30 am. to 4.30 pm. (Monday to .riday excluding public holiday) on or before the closure of the offer, 24 August, 2004. Shareholders are advised to ensure that the .orm of Acceptance cum Acknowledgement and other documents are complete in all respects, otherwise the same is liable to be rejected. In the case of demat shares, the shareholders are advised to ensure that their shares are credited in favour of the special depository account before the closure of the Offer. The .orm of Acceptance cum Acknowledgement of such demat shares, not credited in favour of the special depository account before the closure of the Offer, will be rejected. i. .or Equity shares held in physical form: Registered Shareholders should enclose: .orm of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates. Original Share Certificate(s). Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with RRGL and duly witnessed at the appropriate place. A blank Share Transfer form is enclosed along with this Letter of Offer. Unregistered owners should enclose: .orm of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein. Original Share Certificate(s) Original broker contract note. Valid Share Transfer form(s) as received from the market. The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer as buyer will be filled upon verification of the .orm of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance. ii. .or Equity shares held in demat form: Beneficial owners should enclose: .orm of Acceptance cum Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (DP). Photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Offmarket mode, duly acknowledged by the DP. .or each Delivery Instruction, the beneficial owner should submit separate .orm of Acceptance. b) c) The share certificate(s), share transfer form(s) and the .orm of Acceptance should be sent only to the Registrar to the Offer and not to the Manager to the Offer, Acquirers, PACs or RRGL. In case of non-receipt of the Letter of Offer, the eligible persons may send their consent, to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Distinctive Number; .olio Number, Number 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., no later than 24 August, 2004 or in case of beneficial owners they may send their application in writing to the Registrar to the Offer, on a plain paper stating acceptance of the Offer with Name; Address; Number of Shares held; Number of shares offered; DP name; DP ID; Beneficiary Account Number and a photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP, in favour of the Special Depository Account, or the eligible persons can write to the Manager to the Offer requesting for the Letter of Offer and .orm of Acceptance cum Acknowledgement and fill up the same in accordance with the instructions given therein, so as to reach the 23 -

Registrar to the Offer, on or before the Close of the Offer, i.e., no later than 24 August, 2004. Unregistered owners should not sign the transfer deed and the transfer deed should be valid for transfer. Alternatively, the Letter of Offer and .orm of Acceptance cum Acknowledgement will be available on SEBIs website (www.sebi.gov.in), from the date of Opening of the Offer. The eligible persons can download the .orm of Acceptance cum Acknowledgement from the SEBIs website and apply using the same. d) If the aggregate of the valid responses to the Offer exceeds the Offer-size of 21,00,000 fully paid-up equity shares of RRGL (representing 20% of the paid-up Equity Share Capital of RRGL), then the Acquirer shall accept the shares received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. Shareholders who have sent their shares for dematerialization need to ensure that the process of getting shares dematerialized is completed well in time so that the credit in the Special Depository Account is received on or before the date of Closure of the Offer, i.e., no later than 24 August, 2004, else the application would be rejected. While tendering shares under the Offer, NRIs/OCBs/.oreign Shareholders will be required to submit the previous RBI Approvals (specific or general) that they may have obtained for acquiring shares of RRGL. In case of previous RBI Approvals not being submitted, the Acquirer reserves the right to reject such shares tendered. While tendering shares under the Offer, NRI/OCBs/.oreign Shareholders will be required to submit a Tax Clearance Certificate from the Income Tax authorities, indicating the amount of tax to be deducted by the Acquirer under the Income Tax Act, 1961 before remitting the consideration. In case the aforesaid Tax Clearance Certificate is not submitted, the Acquirer will arrange to deduct tax at the rate as may be applicable to the category of the shareholder under the Income Tax Act, 1961, on the entire consideration amount payable to such shareholder. g) Shareholders who cannot hand deliver their documents to the Registrar to the Offer at their address given below: Karvy Computershare Pvt Limited, 46, Avenue 4, Street 1, Banjara Hills, Hyderabad 500 034. Phone Nos.:040 23320251/23320751 .ax No. : 040 23311968 ; Email : murali@karvy.com Contact person : Mr. Murali Krishna may send the same by Registered Post, at their own risk and cost. In terms of Regulation 22 (5A) of the SEBI (SAST) Regulations, shareholders desirous of withdrawing their acceptance tendered by them in the Offer may do so up to three working days prior to the date of closure of the Offer. The withdrawal option can be exercised by submitting the documents as per the instructions below, so as to reach the Registrar to the Offer as per the mode of delivery indicated therein on or before 18 August, 2004. The withdrawal option can be exercised by submitting the .orm of withdrawal as enclosed with the Letter of Offer.

e)

f)

h)

Shareholders should enclose the following: i. .or Equity Shares held in demat form: Beneficial owners should enclose Duly signed and completed .orm of Withdrawal. Acknowledgement slip in original / Copy of the submitted .orm of Acceptance cum Acknowledgement in case delivered by Registered A.D. Photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Offmarket mode, duly acknowledged by the DP. ii. .or Equity Shares held in physical form: Registered Shareholders should enclose: Duly signed and completed .orm of Withdrawal. Acknowledgement slip in original/ Copy of the submitted .orm of Acceptance cum Acknowledgement in case delivered by Registered A.D. In case of partial withdrawal, valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with RRGL and duly witnessed at the appropriate place. iii Unregistered owners should enclose: Duly signed and completed .orm of Withdrawal. Acknowledgement slip in original/ Copy of the submitted .orm of Acceptance cum Acknowledgement in case delivered by Registered A.D. In case of non-receipt of .orm of withdrawal, the withdrawal option can be exercised by making a plain paper application along with the following details 24

In case of physical shares: Name; Address; Distinctive Numbers; .olio Number; Number of Shares tendered and In case of dematerialised shares: Name; Address; Number of Shares offered; DP name; DP ID; Beneficiary Account Number and a photocopy of the delivery instruction in Off-market mode or counterfoil of the delivery instruction in Off-market mode, duly acknowledged by the DP, in favour of the special depository account. The withdrawal of Shares will be available only for the Share certificates/ Shares that have been received by the Registrar to the Offer/ Special Depository Escrow Account. The intimation of returned shares to the Shareholders will be at the address as per the records of the RRGL / Depository as the case may be. The .orm of Withdrawal should be sent only to the Registrar to the Offer. In case of partial withdrawal of Shares tendered in physical form, if the original share certificates are required to be split, the same will be returned on receipt of share certificates from RRGL. Partial withdrawal of tendered shares can be done only by the Registered shareholders / Beneficial owners. In case of partial withdrawal, the earlier .orm of Acceptance will stand revised to that effect. Shareholders holding Shares in dematerialised form are requested to issue the necessary standing instruction for receipt of the credit in their DP account. i) In case of delay in receipt of statutory approvals, if any, SEBI has a power to grant extension of time to Acquirer for payment of consideration to shareholders, subject to Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of SEBI (SAST) Regulations. .urther, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of SEBI (SAST) Regulations will also become applicable. Payment of consideration will be made by crossed account payee cheque / demand draft and sent by registered post, to those shareholders/unregistered owners and at their own risk, whose shares/ share certificates and other documents are found in order and accepted by Acquirer. In case of joint registered holders, cheques / demand drafts will be drawn in the name of the sole/first named holder/unregistered owner and will be sent to him. It is desirable that shareholders provide bank details in the .orm of Acceptance cum Acknowledgment, so that same can be incorporated in the cheque / demand draft. Unaccepted or withdrawn Share Certificate(s), transfer form(s) and other documents, if any, will be returned by Registered Post at the shareholders/unregistered owners sole risk to the sole/first named shareholder/ unregistered owner. Unaccepted or withdrawn shares held in demat form 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 .orm of Acceptance cum Acknowledgement.

2) 3) 4) 5) 6) 7)

j)

k)

13. GENERAL a) Acquirer can revise the price upwards upto seven working days prior to closure of the offer and revision if any in the offer price would appear in the same newspapers where the Public Announcement has appeared. The same price would be paid to all shareholders who tender their shares in the offer. Shareholders may note that if there is competitive bid, the public offers under all the subsisting bids shall close on the same date. 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. The Acquirers shall upto 22 September 2004 complete all procedure relating to the offer including payment of consideration to the equity shareholders who have accepted the offer and for the purpose open a Special Account as provided under Regulation 29 of SEBI (SAST) Regulations 1997. The instruction, authorization and provisions contained in the form of acceptance cum acknowledgement constitute part of the terms of the Offer. The Registrar to the Offer will hold in trust the Share certificates, .orm of Acceptance cum Acknowledgement, if any, and the transfer form/s on behalf of the shareholders of RRGL who have accepted the Offer, till the drafts / pay orders for the consideration and/ or the unaccepted share certificates are dispatched/ returned. Equity Shares not accepted under the offer will be sent to the shareholders/applicants at their own risk by registered post. Acquirer shall acquire the equity shares from the shareholders of the Company who have validly tendered the equity shares under the Offer (i.e. equity shares and other documents are in order and in accordance with the terms of the Offer) and remit the consideration in respect thereof on or before 22 September, 2004 in cash by Account 25

b)

c)

d) e)

f)

Payee Pay Order / Demand Draft. Any delay will attract interest in terms of Regulation 22(12) of SEBI (SAST) Regulations 1997. The information as to whether the equity shares tendered by them have been accepted (in full or in part) or rejected and consideration payable would be sent by Registered Post. g) The marketable lot of the physical shares of RRGL is 100 {Hundred}. The market lot of shares for shareholders holding shares in demat mode is 1{One}. Where the number of shares offered for sale by the shareholders are more than the shares agreed to be acquired by Acquirer, Acquirer will accept the offers received from the share holders on a proportionate basis, in consultation with the Manager to the Offer irrespective of whether the shares are held in physical or dematerialised form. Shares not accepted under the offer will be sent to the shareholders / applicants at their sole risk by Registered post. h) i) .or any queries regarding the Offer the shareholders / applicants may contact the Registrar to the Offer/Manager to the Offer at the address mentioned on the cover page of this Letter of Offer. Acquirer would be responsible for ensuring compliance with the Regulations.

14. DOCUMENTS .OR INSPECTION The following documents are regarded as material documents and are available for inspection at the address of the Manager To The Offer M/s Karvy Investor Services Ltd at Karvy House, 46, Avenue 4, Street No 1, Banjara Hills, Hyderabad 500034 from 11.00 a.m. to 3.00 p.m. on any working day until the Offer closes. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Published copy of the Public Announcement as on 04, June 2004 Copy of the EGM notice approving the preferential allotment to the Acquirer. Copy of MOU dated 31/05/2004 between Karvy Investor Services Ltd., Manager to the Offer and Acquirers and PACs Certificate of incorporation and Memorandum and Articles of Association of RRGL. Copies of Annual Report of RRGL for the financial years 2000-01, 2001-02 and 2002-03. Bio-data of Directors of RRGL. Copy of certificate dated 15 May, 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan, Chartered Accountants, regarding net worth and adequacy of resources of Mr. R.Sriram. Copy of certificate dated 15 May 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan, Chartered Accountants, regarding net worth of Mr. R.Raju Copy of certificate dated 15 May 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan, Chartered Accountants, regarding net worth of Mr.R.Ananthakrishnan Copy of certificate dated 15 May 2004 issued by Mr. Panchapakesan, partner of Balakrishnan and Panchapakesan, Chartered Accountants, regarding net worth of Mrs.Bharathi Anand .inancial results for Nine months ended 31/12/2003 as certified by L. Sukumar &Co, Chartered Accountant vide his certificate dated 31/05/2004. Copy of Letter issued by Union Bank Of India, Main Branch, Chennai confirming deposit of Rs.52.50 Lacs in terms of the Escrow requirements. SEBI observation letter dated July 9, 2004 Copy of the Tripartite agreement with dated 5th March 2004 signed between the Company, NSDL and Cameo Corporate Services Ltd.

15. DECLARATION BY THE ACQUIRER AND PACS The Acquirer, Mr R. Sriram; the Board of Directors of the Acquirer, SML; the Board of Directors of the PAC, SCB and the other PACs accept full responsibility for the information contained in the Public Announcement and Letter of Offer and would be severally and jointly responsible for ensuring compliance with the obligations of Acquirer and PACs as laid down in SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto. Sd/Acquirer _________ Authorised Signatory M/s SAAG (Mauritius) Ltd ________ Mr. R Sriram Place : Chennai. Date : 19th July 2004 PACs ______ Authorised Signatory M/s SAAG Consolidated (M) Bhd ______ Mr R. Raju _______Mr R. Ananthakrishnan _______Ms.Bharathi Anand

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