DRAFT OFFER DOCUMENT MRO-TEK LIMITED (Formed as a Private Limited Company as ' MRO-TEK Private Limited' on February 10, 1984 and became a Public Limited Company on June 17, 1998 as 'MRO-TEK Limited') Registered Office: PB No 3203, 14,1st 'D' Main Road, Ganganagar Bangalore 560 032 Telephone No.: 080-3332951; Fax No.: 080-3333415 E-mail : mrotek@vsnl.com Website: www.mro-tek.com Public Issue of 2,509,000 Equity Shares ("Issue") of Face Value of Rs. 5 each, for cash at a price of Rs XX/- per equity share aggregating Rs. YY1/- AND Offer for Sale by existing members ("Offerors") of 2,600,000 Equity Shares of Face Value of Rs. 5 each, for cash at a price of Rs. XX/- per equity share aggregating Rs. YY2/- (together referred to as the "Offer") The Offer consists of Book Building Portion of 3,831,750 equity shares ( 2,600,000 equity shares as Offer for Sale and 1,231,750 equity shares as Public Issue) and Fixed Price Portion of 1,277,250 equity shares RISKS IN RELATION TO FIRST OFFER This being the first Offer of the Equity Shares of MRO-TEK Limited, there has been no formal market for the equity shares of MRO-TEK Limited. The Offer price (as has been determined by the Book Running Lead Manager and the Issuer as stated under "Basis of Offer Price" on Page No. __ ) should not be taken to be indicative of the market price of the equity shares after the equity shares are listed. No assurance can be given regarding an active or sustained trading in the equity shares of MRO-TEK Limited nor regarding the price at which the equity shares will be traded after listing. The valuation in the technology industry are presently high and may not be reflective of the future valuations for the industry GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and the Offer including the risks involved. The securities have not been recommended or approved by the Securities and Exchange Board of India nor does the Securities and Exchange Board of India guarantee the accuracy or the adequacy of this document. The attention of investors is drawn to the statement of Risk Factors appearing on Page No. __ of the Offer Document. ISSUERS'/ OFFEROR'S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Offer Document contains all information with regard to the Issuer and the Offer, which is material in the context of the Offer, that the information contained in this Offer Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The equity shares are proposed to be listed at the Bangalore Stock Exchange, The Stock Exchange, Mumbai and the National Stock Exchange of India Limited

BOOK RUNNING LEAD MANAGER TO THE OFFER	REGISTRARS TO THE OFFER
DSP MERRILL LYNCH LIMITED Tulsiani Chambers West Wing, 11th Floor 212 Backbay Reclamation Mumbai 400 021 Maharashtra, India Tel.No.: (022) 284 5275 FaxNo.: (022) 204 8518	KARVY CONSULTANTS LIMITED "Karvy House" 46, Avenue 4, Street No: 1 Banjara Hills Hyderabad - 500 034 Andhra Pradesh, India Tel.No.: (040) 3312454/3320751 FaxNo.: (040) 331968

ISSUE SCHEDULE Bid opens on _________ Bid closes on __________ Offer opens on ___________ Book Built Portion closes on______________ Fixed Price Portion closes on__________

TABLE OF CONTENTS 1. DEFINITIONS / ABBREVIATIONS 2. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF 3. HIGHLIGHTS A. PART I 1. GENERAL INFORMATION 2. TERMS OF THE PRESENT OFFER 3. PARTICULARS OF THE ISSUE 4. COMPANY AND MANAGEMENT 5. BUSINESS OUTLOOK AND OPERATING ENVIRONMENT 6. PRESENT ACTIVITIES OF MRO-TEK 7. FINANCIAL PERFORMANCE OF THE COMPANY FOR THE LAST FIVE YEARS 8. BASIS OF OFFER PRICE 9. OUTSTANDING LITIGATIONS, DEFAULT AND MATERIAL DEVELOPMENTS 10. RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF PART II 1. GENERAL INFORMATION 2. AUDITORS REPORT 3. STATUTORY AND OTHER INFORMATION 4. MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 5. MATERIAL CONTRACTS & DOCUMENTS FOR INSPECTION C. PART III 1. DECLARATION

1. DEFINITIONS / ABBREVIATIONS Act : The Companies Act, 1956 Application Form : The form in terms of which the investors shall apply for the equity shares of the Company issued in the Fixed Price Portion. Articles : Articles of Association of MRO-TEK Limited BA : Beneficiary Account Bid : An offer by a prospective investor to subscribe to equity shares of the Company at a designated price, during the Bidding Period and includes all revisions and modifications thereto Bid Opening Date : The date on which the Syndicate Members to the offer would start accepting Bids; such date shall be the date notified and communicated through a notice in an English national newspaper, Hindi national newspaper and Regional language newspaper with wide circulation Bid Closing Date : The date after which the Syndicate Members to the offer would not accept any bids; any such date shall be notified through a notice in an English national newspaper, Hindi national newspaper and Regional language newspaper with wide circulation Bid cum Application Form : The form in terms of which the Bidder shall Bid for the equity shares of the Company and shall, upon allocation of the equity shares by the BRLM and filing of the Offer Document with the RoC, be considered as the application for allotment of the equity shares in terms of this Offer Document Bidder : Any prospective investor who makes a Bid in terms of this Offer Document Bidding Period : The period between the Bid Opening Date and the Bid Closing Date inclusive of both days and during which period prospective investors can submit their Bids Book Built Portion : The Offer less the Fixed Price Portion BRLM : Book Running Lead Manager, in this case being DSP Merrill Lynch Limited Brokers to the Fixed Price Portion : Brokers who have been registered with the respective stock exchange to act as Brokers to the Offer BgSE : Bangalore Stock Exchange Board : Board of Directors of MRO-TEK Limited BSE : The Stock Exchange, Mumbai CAGR : Compounded Annual Growth Rate CAN : Confirmation of Allocation Note, means the note or advice or intimation for confirmation of shares sent to the Bidders who have been allocated shares in the Book Built Portion. CDSL : Central Depository Services Limited CEPS : Cash Earning Per Equity Share DP : Depository Participant NSE : National Stock Exchange of India Limited Employee (s) : Employee(s) of MRO-TEK Limited EPS : Earning Per Equity Share Escrow Account : Account opened with the Escrow Collection Bank and in whose favour the Bidder will issue cheques in respect of the Bid and in which account the cheques will be deposited by the Syndicate Members Escrow Collection Bank(s) : The banks at which the Escrow Account will be opened and which act as such, in terms of this Offer Document and the Escrow Agreement Final Offer Document/ Offer Document : The Offer Document filed with the RoC containing inter alia the Issue price that is determined at the end of the Book Building process, and the number of equity shares to be issued, Issue price and other incidental information FIIs : Financial Institutional Investors Fixed Price Portion : The portion of the Offer as is equivalent to 25% of the offer which is reserved for allocation to individual investors who have not participated in the Book Built Portion or to those investors who did not get any allocation in the Book Built Portion Offer : Public Issue of 2,509,000 Equity Shares ("Issue") of Face Value of Rs. 5 each, for cash at a price of Rs XX/- per equity share aggregating Rs. YY1/- and Offer for Sale by existing members ("Offerors") of 2,600,000 Equity Shares of Face Value of Rs. 5 each, for cash at a price of Rs. XX/- per equity share aggregating Rs. YY2/- Offer Opening date : The date on which the Book Built Portion opens for automatic subscription by bidders who have received allocation and have paid at least the offer Price for their allocation into escrow account. This date shall also mean the date on which the Fixed Price Portion opens for subscription from the public. Offer Closing Date for Fixed Price Portion : The date on which the Fixed Price Portion closes for subscription from the public Offer Closing Date for Book Built Portion : The date on which the Book Built Portion closes for subscription from the public Offerors : Nandi Investments Limited (wholly owned subsidiary of CDC Financial Services Limited) and Development Investment Trustee Company Limited Draft Offer Document : This document which is not a Offer Document under section 60 of the Indian Companies Act, 1956 Offer Period : The period between the Offer Opening Date and Offer Closing Date for Fixed Price Portion and including both these dates Offer Price : The Price determined by the Company in consultation with the BRLM on the Pricing Date after the Bidding Period and announced which will be set out in the Final Offer Document to be filed with the ROC at which equity shares of the Company would be allotted IT Act : Income Tax Act, 1961 Memorandum : Memorandum of Association of MRO-TEK Limited NRI(s) : Non-Resident Indian(s) NSDL : National Securities Depository Limited OCB(s) : Overseas Corporate Body(ies) Pay-in Period : For the Book Built Portion, Pay-in Period means the period commencing on the Bid Opening Date and extending till the Bid Closing Date, during which the bidders have to pay their maximum bid amount into the Escrow Account during the bidding period, unless such requirement is waived by the Syndicate Members. In case of requirement of payment during the Bidding Period is waived by the Syndicate Members the closure of the Pay-in Period for such Bidders, for payment into the Escrow Account, shall be within three days of communication of the allocation list to the Syndicate Member by the BRLM Pricing Date : The date on which the Company in consultation with the BRLM finalizes the Offer Price Issuer or Company or MRO-TEK : MRO-TEK Limited RBI : Reserve Bank Of India Registrars : Registrars to the Offer, Karvy Consultants Limited Revision Form : The form used by the Bidders to modify the quantity of shares or the Bid price in any of the Bid options as per their Bid Forms and as modified by their subsequent Revision Form(s), if any ROC : Registrar of Companies, Bangalore SEBI : Securities and Exchange Board of India Syndicate : The Book Running Lead Manager, Lead Manager and Syndicate Member Syndicate Members : Collectively the Lead Managers and the Syndicate Members ( as disclosed in the Offer Document) and are persons who are registered with SEBI as underwriters TRS : Transaction Registration Slip, means the slip or document registering the Bids, issued by the Syndicate Member to the Bidder as proof of registration of the Bid upon submission of the Bid Form in terms of this Offer Document

RISK FACTORS AND MANAGEMENT PERCEPTIONS THEREOF Internal to MRO-TEK Limited 1. The company has been promoted by first generation entrepreneurs Management Perception: The promoters have experience of over 17 years in production and marketing of data access and communication products. 2. The project cost (including working capital requirements) have not been appraised / assessed by any bank or financial institution and hence funds utilisation is at the discretion of the Management Management Perception: The company management will utilise the funds in the best interests of the company 3. The company is yet to identify the premises for the proposed corporate and marketing office of 50,000 sq ft which is expected to cost Rs 500 lacs Management Perception: The premises are only for additional facilities for marketing. 4. The company is yet to place orders for any of the plant and machinery and testing equipments aggregating to Rs 397.65 lacs and hardware and software aggregating to Rs 200 lacs proposed for the project. Management Perception: The company would place orders for equipments from identified suppliers at the appropriate time as the same are available locally. 5. The Company's factory is situated on 1.56 acres of land that has been taken on a sub-lease-cum-sale from the Karnataka State Electronics Development Corporation Ltd., which was in turn taken on lease by the Karnataka State Electronics Development Corporation Ltd. from the Karnataka Industrial Area Development Board, which had acquired the land under the land acquisition laws. The term of the lease expired on July 15, 1987. However, due to differences over the value of consideration payable to the Karnataka State Electronics Development Corporation Ltd., the registration of land is kept pending and the sale deed to register the land in the name of the Company yet to be registered. The land forms part of security to the lenders to the Company. Management Perception: Such difference in value of consideration has arisen in respect of a no of units situated in the area of electronic city. This matter having now been resolved, the company with all other companies have already initiated requisite action for completing the registration formalities. 6. The Collector of Central Excise, Bangalore has passed an order against the Company on February 21, 1990 pursuant to an excise demand for Rs 2,19,226.54 towards differential central excise duty vide notice dated May 22, 1989 alongwith a penalty of Rs 20,000 on grounds of mis-classification of products manufactured by the Company under the Central Excise Tariff during the period 1 March 1988 to 22 February 1989. Management Perception: The Company has contended the above as the 'classification number' was adopted by the Company strictly after complying with the requisite formalities of filing the relevant documents with the department and the acceptance thereof by the department. The case is at its advanced stage of hearing. 7. RAD-MRO Manufacturing Limited has made a loss of Rs 974,471 for the year ended March 31, 1999 and MRO Marketing Private Limited has made a loss of Rs 117,485 for the year ended March 31, 1997 Management Perception: The losses will not have any material impact on the Company 8. Rahul Shah, one of the nominee directors of the Company representing IL&FS Venture Corporation (IVC), was issued a summons by the Metropolitan Magistrate, New Delhi on a complaint filed by DCM Shriram Leasing and Finance Limited (DCM) for an alleged dishonour of a cheque issued by AEC (India) Limited, another company on which Mr. Shah was a non-executive director representing IVC. Management Perception: Mr Shah was appointed on the Board of Directors of AEC (India) Limited as a nominee director in March 1997. Mr. Shah had resigned from the Board of AEC (India) Limited in August 1998 and was not a director of AEC (India) Limited at the time of the alleged dishonour of the cheque. 9. The contingent liabilities of the company against Bank Guarantees issued on its behalf are Rs 195.53 lacs. Management Perception: These liabilities are arising out of normal activities of the company External to MRO-TEK Limited Competition from existing established companies and future entrants into the industry. Changes in regulatory environment may have an impact on the business of the company. The Technology industry is exposed to a high rate of obsolescence and staff turnover. Notes Applicants are advised to refer to the paragraph on "Basis of Offer Price" mentioned in the Offer Document before making an investment decision in respect of this Offer. Applicants are advised to refer to "Notes to Account" as appearing on Page __ before making an investment decision in respect of this Offer. Investors may please note that in the event of oversubscription, allotment/allocation shall be made on a proportionate basis in consultation with the Stock exchange, Bangalore, as per the details appearing on page no. ______. The details of the transactions between the company and the affiliates of the promoters in the 12 months till December 31, 1999 are detailed below: Name of entity Nature of Transaction Total Amount RAD - MRO Manufacturing Limited Purchases Rs 127,028,642 Sundry Creditors as on September 30, 1999 include an amount due to RAD MRO amounting to Rs 1,30,18,032 HIGHLIGHTS MRO-TEK is an existing profit making dividend paying company engaged in the manufacture, marketing and distribution of a wide range of data communication products providing complete end to end solutions. MRO-TEK is a ISO 9002 certified company. MRO-TEK has an installed base of more than 2,50,000 data communications devices covering major public and private sector companies. MRO-TEK has entered into joint venture with globally established player, RAD for manufacture of RAD products. MRO-TEK has entered into exclusive marketing and distribution agreement with Zyxel Communications, Breezecom Limited, Cobalt Networks, Extreme Networks, Globaloop Limited and the RAD Group. MRO-TEK is well positioned as a networking enabler to exploit the high growth in the internet and communication sector. Venture Capital funding from Nandi Investments Limited (a wholly owned subsidiary of CDC Financial Services limited) and Development Investment Trustee Company limited (Information Technology Fund)

MRO-TEK Limited Formed as a Private Limited Company as ' MRO-TEK Private Limited' on February 10, 1984 and became a Public Limited Company on June 17, 1998 as 'MRO-TEK Limited') Registered Office: PB No 3203, 14,1st 'D' Main Road, Ganganagar Bangalore 560 032 Telephone No.: 080-3332951; Fax No.: 080-3333415 E-mail : mrotek@vsnl.com Website: www.mro-tek.com

A. PART I 1. GENERAL INFORMATION Public Issue of 25,09,000 Equity Shares ("Issue") of Face Value of Rs. 5 each, for cash at a price of Rs XX/- per equity share aggregating Rs. YY1/- and Offer for Sale by existing members ("Offerors") of 26,00,000 Equity Shares of Face Value of Rs. 5 each, for cash at a price of Rs. XX/- per equity share aggregating Rs. YY2/- (together referred to as the "Offer") The Offer consists of Book Building Portion of 38,31,750 equity shares ( 26,00,000 equity shares as Offer for Sale and 12,31,750 equity shares as Public Issue) and Fixed Price Portion of 12,77,250 equity shares.

AUTHORITY FOR THE OFFER Pursuant to Section 81(1-A) of the Act, the present issue of 25,09,000 equity shares has been authorized vide a special resolution passed at the Extraordinary General Meeting of members of MRO-TEK Limited held on February 18, 2000. The Board of Directors of Nandi Investments Limited had at its meeting held on February 29, 2000 approved disinvestment of 2,400,000 equity shares held by them to the public through Offer for Sale. IL&FS Venture Corporation, the investment manager of the Development Investment Trustee Company Limited has confirmed is participation in the Offer for Sale by offering 200,000 equity shares of the Company held by them to the public.

DISCLAIMER CLAUSE As required, a copy of this Draft Offer Document has been submitted to the Securities and Exchange Board of India (hereinafter referred to as SEBI). It is to be distinctly understood that submission of the Offer Document to SEBI should not in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or project for which the Offer is proposed to be made or for the correctness of any of the statements made or opinions expressed in the Offer Document. Book Running Lead Manager, DSP Merrill Lynch Limited, has certified that the disclosures made in the Offer Document are generally adequate and are in conformity with SEBI guidelines for disclosure and investor protection for the time being in force. This requirement is to facilitate investors to take an informed decision for making investment in the proposed Offer. It should also, be clearly understood that while the Issuer is primarily responsible for the correctness, adequacy and disclosure of all the relevant information in the Offer Document, the Book Running Lead Manager is expected to exercise due diligence to ensure that the Company discharges its responsibility adequately in this behalf. Towards this purpose, the Book Running Lead Manager, DSP Merrill Lynch Limited has furnished to SEBI a due diligence certificate dated March 29, 2000 in accordance with SEBI (Merchant Bankers) Regulations, 1992 which reads as follows:

"We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators etc. and other materials in connection with the finalization of the Offer Document pertaining to the said Offer; On the basis of such examination and the discussions with the Company, its Directors and other officers, other agencies, independent verification of the statements concerning the objects of the Offer, projected profitability, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the Issuer; WE CONFIRM THAT the Offer Document forwarded to SEBI is in conformity with the documents, materials and papers relevant to the Offer; all the legal requirements connected with the said Offer as also the guidelines, instructions, etc., issued by SEBI, the Government and any other competent authority in this behalf have been duly complied with; and the disclosures made in the Offer Document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed Offer. We confirm that besides ourselves, all the intermediaries named in the Offer Document are registered with SEBI and that till date such registration is valid; We have satisfied ourselves about the worth of the underwriters to fulfill their underwriting commitments."

All legal requirements pertaining to this Offer will be complied with at the time of registration of the Offer Document with RoC in terms of Section 56 of the Act. The filing of this Offer Document does not, however, absolve MRO-TEK from any liabilities under Section 63 of the Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Offer. SEBI, further, reserves the right to take up at any point of time, with the Book Running Lead Manager to the Offer, any irregularities or lapses in the Offer Document. DISCLAIMER CLAUSE OF THE BANGALORE STOCK EXCHANGE. The Bangalore Stock Exchange has vide its letter dated _____ given its permission to MRO-TEK to use its name in this Offer Document as one of the stock exchanges on which MRO-TEK 's securities are proposed to be listed. The BgSE has scrutinized this Offer Document for their limited internal purpose of deciding on the matter of granting the aforesaid permission to MRO-TEK . BgSE does not in any matter -

warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document, or warrant that MRO-TEK 's securities will be listed or will continue to be listed on the Exchange, or take any responsibility for the financial or other soundness of MRO-TEK , its promoters, its management or any scheme or project of MRO-TEK

It should not, for any reason be deemed or construed that this Offer Document has been cleared or approved by the said exchange. Every person who desires to apply for or otherwise acquires any securities of MRO-TEK may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE, MUMBAI. The Stock Exchange, Mumbai has vide its letter dated _____ given its permission to MRO-TEK to use its name in this Offer Document as one of the stock exchanges on which MRO-TEK 's securities are proposed to be listed. The BSE has scrutinized this Offer Document for their limited internal purpose of deciding on the matter of granting the aforesaid permission to MRO-TEK . BSE does not in any matter -

warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document, or warrant that MRO-TEK 's securities will be listed or will continue to be listed on the Exchange, or take any responsibility for the financial or other soundness of MRO-TEK , its promoters, its management or any scheme or project of MRO-TEK

It should not, for any reason be deemed or construed that this Offer Document has been cleared or approved by the said exchange. Every person who desires to apply for or otherwise acquires any securities of MRO-TEK may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the said exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. DISCLAIMER CLAUSE OF THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter referred to as NSE). NSE has given vide its letter dated _____ permission to the Issuer to use the Exchange's name in this Offer Document as one of the Stock Exchanges on which this Issuer's securities are proposed to be listed. The Exchange has scrutinised this Offer Document for its limited purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that the Offer Document has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document; nor does it warrant that this Issuer's securities will be listed or continue to be listed on the Exchange; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to an independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

FILING A copy of this Offer Document, alongwith the documents required to be filed under Section 60 of the Act, will be delivered for registration to the Registrar of Companies, Bangalore. A copy of the Offer Document has been filed with the Mumbai office of SEBI. LISTING Initial Listing Application has been made by MRO-TEK to Bangalore Stock Exchange, the Stock Exchange, Mumbai and National Stock Exchange of India Limited for permission to list the equity shares and for an official quotation of the equity shares of MRO-TEK. In case the permission to deal in and for official quotation of the equity shares is not granted by the above mentioned stock exchanges, the Issuer shall forthwith repay without interest, all monies received from applicants in pursuance of this Offer Document and if such money is not repaid within 8 days after the day from which the Issuer is liable to repay it, the Issuer shall pay interest as prescribed under section 73(2) of the Act.

IMPERSONATION Attention of the applicant is specifically drawn to sub-section (1) of Section 68A of the Act, which is reproduced below: "Any person who- makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares therein, or otherwise induces a company to allot or register any transfer of shares therein to him, or any other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years."

MINIMUM SUBSCRIPTION The minimum subscription to be raised under the present Offer is 90% of the Issue amount. The minimum subscription will be exclusive of cheques returned unpaid or applications withdrawn. The Board of Directors shall proceed to make allotment/allocation on receipt of application money thereon in terms of this Offer Document. If the Company does not receive the minimum subscription of 90% of the Issue amount including devolvement of Underwriters, if any, within 60 days from the Offer Closing Date for Fixed Price Portion, the Company shall forthwith refund the entire subscription amount received. For delay beyond 78 days, if any, in refund of such subscription, the Company shall pay interest as per section 73 of Act.

UNDERTAKING BY THE ISSUER The Issuer has undertaken that : The complaints received in respect of the Issue would be attended to expeditiously and satisfactorily. The Issuer will take necessary steps for the purpose of getting the securities listed within the prescribed time. The funds required for despatch of refund orders / allotment letters / certificates by registered post shall be made available to the Registrar to the Issue by the Issuer. The promoters' contribution in full, wherever required, shall be brought in advance before the issue opens for public subscription and the balance, if remaining, shall be brought in pro-rata before the calls are made on public. The certificates of the securities / refund orders to the non-resident Indians shall be despatched in time. No issue of securities shall be made till the securities offered through this prospectus / offer document are listed or application moneys refunded on account of non-listing / under-subscription.

UTILISATION OF OFFER PROCEEDS The sum received in respect of the Offer will be kept in a separate bank account and MRO-TEK will not have access to such funds unless allotment/allocation of equity shares has been made in consultation with the Stock Exchange, Mumbai and dealing approval has been received from all the stock exchanges where listing has been sought. The Board of Directors of the Company certifies that - all monies received out of this Offer to the Public shall be transferred to a separate bank account other than the bank account referred to in sub-section (3) of Section 73 of the Act. details of all monies utilised out of the Offer referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of MRO-TEK indicating the purpose for which such monies had been utilised; and details of all unutilised monies out of the Offer, if any, referred to in sub-item (i) shall be disclosed under an appropriate separate head in the Annual Report of MRO-TEK indicating the form in which such unutilised monies have been invested.

ACCEPTANCE LETTERS/REFUND ORDERS The Company shall despatch refund orders, if any of value upto Rs. 1500 Under Certificate of Posting and shall despatch refund orders above Rs.1500, if any as well as Share Certificates, by registered post within ten weeks from the Date of closure of the Offer. In accordance with the Act, stock exchange requirements and SEBI Guidelines, the Company undertakes that:

allotment of securities relating to the Fixed Price Portion offered to the public shall be made within 15 days of the Offer Closing Date for Fixed Price Portion allotment/allocation of securities relating to the Book Built Portion shall be made within 15 days of the Bid Closing Date for Book Built Portion as far as possible and refunds within 15 days of Bid Closing Date it shall pay interest at 15% per annum (for any delay beyond 15 days) (except for applicants applying through Stockinvest) if allotment/allocation has not been made and refund orders have not been despatched to investors within 15 days from the aforesaid dates. The Company would make available adequate funds to the Registrars to the Offer for this purpose.

GOVERNMENT APPROVALS The Company has received all the necessary permissions and approvals from the Government and various Government agencies for proceeding with the proposed project except for those mentioned elsewhere in the prospectus. No further approvals from any Government authority / Reserve Bank of India (RBI) are required by the Company to undertake the proposed activities, save and except those approvals which may be required to be taken in the normal course of business from time to time. OFFER PROGRAMME BOOK BUILT PORTION Bid Opening Date: Bid Closing Date: Offer Opening Date : Offer Closing Date for Book Built Portion Bids and any revisions in Bids shall be accepted only during the Bidding Period between 10 a.m. and 3 p.m. at the Syndicate Members bidding centres mentioned on the bid form. On the Bid Closing date, Bids will be accepted only uptil 11 a m FIXED PRICE PORTION The subscription list will open at the commencement of banking hours and will close at the close of banking hours on the days as mentioned below. Offer Opening Date: Offer Closing Date for Fixed Price Portion: The Issuer/ Offeror accepts full responsibility for the accuracy of the information given in this Offer Document and confirm that to the best of their knowledge and belief, there are no other facts the omission of which make any statement in this Offer Document misleading and they further confirm that they have made all reasonable enquiries to ascertain such facts.

BOOK RUNNING LEAD MANAGER TO THE OFFER DSP Merrill Lynch limited Tulsiani Chambers West Wing, 11th Floor 212, Backbay Reclamation Mumbai 400 021 Maharashtra, India Tel.No.: (022) 284 5275 Fax. No.: (022) 204 8518 SYNDICATE MEMBER REGISTRARS TO THE OFFER KARVY CONSULTANTS LIMITED "Karvy House" 46, Avenue 4, Street No: 1 Banjara Hills Hyderabad - 500 034 Andhra Pradesh, India Tel.No.: (040) 3312454/3320751 FaxNo.: (040) 331968 AUDITORS Narayanan, Patil & Ramesh 103, Brigade Links 54/1, 1st Main Road, Seshadripuram Bangalore - 560 020 COMPLIANCE OFFICER Mr. R Ramaswamy MRO-TEK Limited PB No 3203, 14,1st 'D' Main Road, Ganganagar Bangalore 560 032

The compliance officer can be contacted for matters such as non-receipt of letters of allotment/share certificates/refund orders/cancelled stockinvests and for issue related matters BANKERS TO THE COMPANY State Bank of India ESCROW BANK BANKERS TO THE OFFER CREDIT RATING/DEBENTURE TRUSTEE This being an Offer of Equity Shares, no credit rating or appointment of Debenture Trustees is required. BOOK BUILDING PROCESS Book building refers to the collection of Bids from investors, which is based on an indicative price range, the Offer Price being fixed after the Bid Closing Date. The principal parties/intermediaries involved in a book building process are: The Company A Book Running Lead Manager who is a Category I Merchant Banker , in this case, DSP Merrill Lynch Limited. The Book Running Lead Manager is also the lead merchant banker. Syndicate Members who are intermediaries registered with SEBI and who are permitted to carry on activities as underwriters. Syndicate Members are appointed by the Book Running Lead Manager. The Company has decided to adopt the Book Building Process for obtaining subscription to the Book Building Portion of the present Offer. The process of Book Building under SEBI guidelines is relatively new and Investors are advised to make their own judgement about investment through this process prior to making a Bid or application in the Offer.

In this regard, the Company has appointed DSP Merrill Lynch Limited as the Book Running Lead Manager (BRLM); and as Syndicate Member. The BRLM has formed a Syndicate consisting of the Book Running Lead Manager, and the Syndicate Members to procure subscription for the equity shares. UNDERWRITING Book Built Portion Prior to filing of the Final Offer Document with RoC, the Company would enter into Underwriting Agreements with the BRLM and the Syndicate Members for the equity shares proposed to be offered through the Book Building Portion. In terms of the Underwriting Agreements for the Book Built Portion, the BRLM shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. The details of underwriting for the Book Built Portion are as given below *

S.No.	Name & Address of Underwriter	Date of letter	Amount (Rs. lakhs)
1.	DSP Merrill Lynch Limited Tulsiani Chambers West Wing, 11th Floor 212, Backbay Reclamation Mumbai 400 021
2.

In the opinion of the board of directors (based on a certificate given to it by BRLM) and in the opinion of the BRLM on the basis of the declarations by the syndicate members/underwriters , the resources of all the above mentioned syndicate members/underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above mentioned syndicate members/underwriters are registered with SEBI under section 12(i) of the SEBI act, 1992. All letters of underwriting mentioned above have been accepted by the board of directors of the company at their meeting held on _____ and letters of acceptance have been issued by the company to the syndicate members/underwriters. Fixed Price Portion The equity shares proposed to be offered through the Fixed Price Portion are fully underwritten. The details of underwriting for Fixed Price Portion are as given below*:

S.No.	Name & Address of Underwriter	Date of letter	Amount (Rs. lakhs)
1.	DSP Merrill Lynch Limited Tulsiani Chambers West Wing, 11th Floor 212, Backbay Reclamation Mumbai 400 021
2.

In the opinion of the board of directors and in the opinion of the BRLM, the resources of all the above mentioned syndicate members/underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above mentioned syndicate members/underwriters are registered with SEBI under section 12(i) of the SEBI act, 1992. All letters of underwriting mentioned above have been accepted by the board of directors of the company at their meeting held on _____ and letters of acceptance have been issued by the company to the underwriters. * This portion has been intentionally left blank and will be filled in before filing of the Offer Document with RoC.

CAPITAL STRUCTURE OF MRO-TEK Limited AS ON February 29, 1999 Number of shares Description Nominal Value(Rs.) Aggregate Value (Rupees) A. Authorised Capital 21,000,000 Equity Shares of Face Value of Rs 5 each 105,000,000 B. Issued, Subscribed and Paid-up Capital 17,921,128 Equity Shares of Face Value of Rs 5 each, Fully Paid - up 89,605,640 C. Present Offer being net offer to public (a) New shares 2,509,000 Equity Shares of Face Value of Rs 5 each 12,545,000 Rs. YY Offer for sale 2,600,000 Equity Shares of Face Value of Rs 5 each 13,000,000 Rs. YY D. Paid-up Equity Share Capital and Share Premium after the Offer 20,430,128 Equity Shares of Rs 5 each 102,150,640 Rs. ** Share Premium Account - Before the Offer 1,95,50,000 - After the Offer Rs. **

Including Book Built Portion of 3,831,750 equity shares and Fixed Price Portion of 1,277,250 equity shares aggregating the offer size of 5,109,000 equity shares. Addition to the Share Premium Account on account of the Public Issue and the balance in the Share Premium Account can be determined only after the Issue Price is known after the Book Building Process.

Notes forming part of the Capital Structure: 1. The capital history of MRO-TEK is as follows: Date of Allotment/allocation No. of equity shares Issue Price per equity share (Rs.) Total paid-up capital (Rs.) Consideration (Rs.) Cummulative share premium account (Rs.) Remarks, if any 04/02/1984 20 100 2,000 cash 15/11/1984 1567 100 158,700 cash 20/06/1985 795 100 238,200 cash 31/08/1986 250 100 263,200 cash 26/03/1990 800 100 34,300 cash 30/09/1992 1372 Bonus 480,400 Other than cash 2:5 15/10/1992 3686 100 849,000 cash 28/02/1994 3510 100 1,200,000 cash 07/11/1994 1400 100 1,340,000 cash 20/02/1995 7000 100 2,040,000 cash 28/02/1996 204000 10 2,040,000 Other than cash Split of shares 27/03/1996 280000 10 4,840,000 cash 20/09/1996 703950 10 11,879,500 cash 26/09/1996 484000 Bonus 16,719,500 Other than cash 1:1 26/09/1996 79500 10 17,514,500 cash 17//01/1997 408832 10 21,602,820 cash 03/03/1997 1200000 25 33,602,820 cash 18000000 12/04/1997 400000 25 37,602,820 cash 6000000 28/10/99 250000 60 40,102,820 Cash 12500000 Exercise of conversion of warrant right by DITCL (IT Fund) 28/10/99 470000 25 44,802,820 cash 7050000 Allotment to ESOP Trust 14/01/2000* 4480282 - 89,605,640 Other than cash (24000000) Bonus 1:1 14/01/2000** 8960564 Split 89,605,640 Other than cash Split to Rs 5 per share Total 17,921,128 1,95,50,000

* The Board of Directors has allotted 4480282 shares of face value Rs 10 each in the ratio of 1:1 based on the Authority granted by the shareholders of the Company on January 14, 2000. The bonus issue is out of the free reserves of the Company. ** The Board of Directors has split the face value of shares from Rs 10 per share to Rs 5 per share based on the Authority granted by the shareholders of the Company on January 14, 2000

2. The details of the ten largest shareholders as on the date of filing with the Registrar of Companies, are as under: NAME No of shares held % 1 NANDI INVESTMENTS LTD (Wholly Owned Subsidiary Of CDC Financial Services Limited) 6,400,000 35.71% 2 Nandi H. 2,105,864 11.75% 3 Narayanan S. 2,068,264 11.54% 4 MRO Foundation - Employees Trust 1,880,000 10.49% 5 MRO-Mktg.Pvt.Ltd 1,361,728 7.60% 6 Development Investment Trustee Company Limited (A/C Information Technology Fund) 1,000,000 5.58% 7 Raj Vattikuti 861,672 4.81% 8 Jayashree Narayanan 475,064 2.65% 9 Shyamali Nandi 437,400 2.44% 10 Susheela R Narayanan 416,800 2.33%

3. The details of the ten largest shareholders as on 10 days prior to the date of filing with the Registrar of Companies, are as under: NAME No of shares held % 1 NANDI INVESTMENTS LTD (Wholly Owned Subsidiary Of CDC Financial Services Limited) 6,400,000 35.71% 2 Nandi H. 2,105,864 11.75% 3 Narayanan S. 2,068,264 11.54% 4 MRO Foundation - Employees Trust 1,880,000 10.49% 5 MRO-Mktg.Pvt.Ltd 1,361,728 7.60% 6 Development Investment Trustee Company Limited (A/C Information Technology Fund) 1,000,000 5.58% 7 Raj Vattikuti 861,672 4.81% 8 Jayashree Narayanan 475,064 2.65% 9 Shyamali Nandi 437,400 2.44% 10 Susheela R Narayanan 416,800 2.33%

4. The Details Of The Ten Largest Shareholders As On 2 Years Prior To The Date Of Filing With The Registrar Of Companies, Are As Under: Sr. No. Name Of The Shareholder No. Of Shares Held Equivalent Number Of Shares At Face Value Of Rs. 5/- 1. NANDI INVESTMENTS LTD (Wholly Owned Subsidiary Of CDC Financial Services Limited) 1,600,000 3,200,000 2. Nandi H. 628,550 1,257,100 3. Narayanan S. 619,150 1,238,300 4. MRO-Mktg.Pvt.Ltd 408,832 817,664 5. Susheela R Narayanan 204,200 408,400 6. Shyamali Nandi 57,500 115,000 7. Jayashree Narayanan 55,016 110,032 8. Naveen Rao U. 14,000 28,000 9. Ramakrishnan C.S. 10,600 21,200 10. Meera Gupta 10,000 20,000

5. The shareholding pattern of MRO-TEK as on before and after allotment of equity shares against the Offer will be as follows: Category of the shareholders Existing After the Offer No. of equity shares of Face Value of Rs.5/- per share % No. of shares of Face Value of Rs.5/- per share % Promoters 5,535,856 30.89% 5,535,856 27.10% Relatives 965,600 5.39% 965,600 4.73% Development Investment Trustee Company Limited (a/c Information Technology fund 1,000,000 5.58% 800,000 3.92% NANDI INVESTMENTS LTD (Wholly Owned Subsidiary Of CDC Financial Services Limited) 6,400,000 35.71% 4,000,000 19.58% Employees 360,500 2.01% 360,500 1.76% Employees Trust 1,880,000 10.49% 1,880,000 9.20% Others 1,779,072 9.93% 1,779,072 8.71% Public 5,109,000 25.01% Total 17,921,028 100.00 20,430,028 100.00 The equity shares of the Company are fully paid up.

6. a) Equity shares held by the promoters, representing 20% of the post-issue capital of MRO-TEK , will be locked in. These shares will be locked in for a period of 3 years from the date of allotment. The details of promoters holding, which will be locked in, are as under : Sr No Name of Shareholders Date of allotment/acquisition Date when made fully paid up Consideration No.of Shares Face Value (Rs) Issue Price (Rs) % of post offer capital Lockin Period 1 MRO Marketing Pvt Limited 17/01/97 17/01/97 Cash 405236 5 10 1.98 3 yrs 14/01/2000 14/01/2000 Bonus 680864 5 Bonus 3.33 3 yrs Total 1086100 5.31 2 H Nandi 20/09/96 20/09/96 Cash 15,588 5 10 0.08% 3 yrs 26/09/96 26/09/96 Bonus 350,020 5 Bonus 1.71% 3 yrs 26/09/96 26/09/96 Cash 50,000 5 10 0.24% 3 yrs 8/11/97 8/11/97 Cash 4,000 5 0.02% 3 yrs 6/1/98 6/1/98 Cash 27460 5 0.13% 3 yrs 14/01/2000 14/01/2000 Bonus 1,052,932 5 Bonus 5.15% 3 yrs Total 1,500,000 7.34% 3 S Narayanan 20/09/96 20/09/96 Cash 29,388 5 10 0.14% 3 yrs 26/09/96 26/09/96 Bonus 330,720 5 Bonus 1.62% 3 yrs 26/09/96 26/09/96 Cash 68,000 5 10 0.33% 3 yrs 26/09/96 26/09/96 Cash 6,300 5 10 0.03% 3 yrs 8/11/1997 8/11/1997 Cash 1,000 5 0.00% 3 yrs 8/11/1997 8/11/1997 Cash 3,000 5 0.01% 3 yrs 6/1/1998 6/1/1998 Cash 27,460 5 0.13% 3 yrs 14/01/2000 14/01/2000 Bonus 1,034,132 Bonus 5.06% 3 yrs Total 1,500,000 7.34% Total 4,086,100 20.00%

b) Promoters contribution and lockin in respect of promoters whose name figure as promoters in the paragraph "Promoters and their Background"- Sr No Name of Shareholders Date of allotment/acquisition Date when made fully paid up Consideration No.of Shares Face Value (Rs) Issue Price (Rs) % of post offer capital Lockin Period 1 H Nandi 20/09/96 20/09/96 Cash 15,588 5 10 0.08% 3 yrs 26/09/96 26/09/96 Bonus 350,020 5 Bonus 1.71% 3 yrs 26/09/96 26/09/96 Cash 50,000 5 10 0.24% 3 yrs 8/11/97 8/11/97 Cash 4,000 5 0.02% 3 yrs 6/1/98 6/1/98 Cash 27,460 5 0.13% 3 yrs 14/01/2000 14/01/2000 Bonus 1,052,932 5 Bonus 5.15% 3 yrs Total 1,500,000 7.34% 2 S Narayanan 20/09/96 20/09/96 Cash 29,388 5 10 0.14% 3 yrs 26/09/96 26/09/96 Bonus 330,720 5 Bonus 1.62% 3 yrs 26/09/96 26/09/96 Cash 68,000 5 10 0.33% 3 yrs 26/09/96 26/09/96 Cash 6,300 5 10 0.03% 3 yrs 8/11/1997 8/11/1997 Cash 1,000 5 0.00% 3 yrs 8/11/1997 8/11/1997 Cash 3,000 5 0.01% 3 yrs 6/1/1998 6/1/1998 Cash 27,460 5 0.13% 3 yrs 14/01/2000 14/01/2000 Bonus 1,034,132 Bonus 5.06% 3 yrs Total 1,500,000 7.34% Total 3,000,000 14.68% The promoters contribution is not less than the minimum specified and the same has been contributed by persons constituting Promoters group as defined in the SEBI Guidelines.

The equity shares held by the promoters under lock-in period shall not be sold / hypothecated / transferred during the lock-in period commencing from the date of allotment for a period of 3 years from the date of allotment in the present Offer. The allotment of equity shares, in case of over-subscription in the Fixed Price Portion, will be on a proportionate basis. The Company does not intend to retain any oversubscription of number of shares proposed to be issued. The promoters, directors, relatives, friends, their associates, the Lead Managers, Advisors, directly or otherwise, have not made any arrangement for buy-back of any equity shares offered through this Offer Document. MRO-TEK has not raised any bridge loan against this Offer. There are no transactions by the promoters, directors and persons in promoter group in any equity shares of the Company during the past six months There is no outstanding warrant that will entitle a holder to convert or receive new equity shares on a future date. An applicant can not make a bid for more than the number of shares offered through book building and An applicant can not make an application for more than the number of shares offered through the fixed price portion. Employee Stock Option Plan: The Company has created an Employee Welfare Trust ("Trust") called MRO-TEK Limited Employees Welfare Trust" to implement the Employee Stock Option Plan The Trust shall be managed by a Board of Trustees ( BoT ) comprising of Five- two Trustees of the Management, to be nominated by the Company (MRO) and two Trustees to be elected by the beneficiaries, from among themselves, and a Chairman, who will always be the Chairman of MRO group or MRO-TEK Ltd., or any person nominated by him.. The company has allotted 470,000 equity shares of Rs. 10/- each to the trust for cash on October 28, 1999 at Rs 25. Where the employees have been identified the Trust has collected the money from them for 234,500 shares. For the balance the company has extended a loan of Rs 5,887,500 to the trust (the terms not finalised) to enable the Trust to purchase the equity shares of the Company. Pursuant to listing, the ESOP shall be brought in line with SEBI Guidelines on the subject.

2. TERMS OF THE PRESENT OFFER The equity shares now being issued are subject to the provisions of the Act, Memorandum and Articles of Association of the Company, terms of this Offer Document, the bid form, the revision form, the application form, the guidelines for listing of securities issued by the Stock Exchanges and Government of India and/or other statutory bodies and the guidelines for Disclosure and Investor Protection issued by the Securities and Exchange Board of India ("SEBI Guidelines") and the Depositories Act, 1996, as in force on the date of the offer and to the extent applicable. AUTHORITY FOR THE OFFER Pursuant to Section 81(1-A) of the Act, the present issue of 25,09,000 equity shares has been authorized vide a special resolution passed at the Extraordinary General Meeting of members of MRO-TEK Limited held on February 18, 2000. The Board of Directors of Nandi Investments Limited had at its meeting held on February 29, 2000 approved disinvestment of 2,400,000 equity shares held by them to the public through Offer for Sale. IL&FS Venture Corporation, the investment manager of the Development Investment Trustee Company Limited has confirmed its participation in the Offer for Sale by offering 200,000 equity shares of the Company held by them to the public. JURISDICTION This Issue is made in India to persons resident in India ( including Indian nationals resident in India who are majors, Hindu Undivided Families, Companies, Corporate Bodies and Societies registered under the applicable law in India and authorized to invest in the shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks and regional rural banks, co-operative banks (subject to RBI permission), Trust registered under Societies Registration Act, 1860, or any other Trust law and are authorized under their constitution to hold and invest in shares, NRIs, OCBs and FIIs as defined under Indian Laws. This Offer Document does not, however, constitute an offer to sell or an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Offer Document comes is required to inform himself about and to observe any such restrictions. Any disputes arising out of this Issue will be subject to the courts of competent jurisdiction in Mumbai. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Offer Document has been submitted for approval and has been filed with SEBI. Accordingly, the equity shares represented thereby may not be offered or sold, directly or indirectly, and this Offer Document may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Offer Document nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of MRO-TEK since the date hereof or that the information contained herein is correct as of any time subsequent to this date. FACE VALUE/OFFER PRICE Equity shares of face value of Rs. 5/- each are being offered at a premium of Rs.** i.e. at a price of Rs. ** per equity share. ** Issue Price to be filled in before RoC filing RANKING OF EQUITY SHARES The equity shares to be offered shall be subject to the Memorandum and Articles of Association of the Company and shall rank pari passu with the existing equity shares of the Company save and except that the holders of the equity shares now being issued will not be entitled to dividend, if any, declared or paid by the Company for any period prior to the date of allotment. They will be entitled to dividend, if any, declared or paid on the equity shares only in such proportion as is attributable to such part of the financial year after which such equity shares were allotted. The date of allotment for Equity shares of the Fixed Price Portion shall be deemed date of allotment of shares for the Offer including the Book Built portion. All the shares being offered through this Offer Document will have similar rights inter-se with regard to dividend, and all other rights of shareholders from the date of allotment. RIGHTS OF MEMBERS Right to receive dividend, if declared. Right to attend general meetings and exercise voting rights, unless prohibited by law. Right to vote either personally or by proxy. Right to receive offer for rights shares and be allotted bonus shares, if declared Right to receive surplus on liquidation, if any. Other rights available under the Companies Act. Nomination Facility to Investor As per Section 109 A of the Companies Act, 1956, the Sole applicant/Joint Applicant may nominate, in the prescribed manner, a person to whom his share in the Company shall vest in the event of his death.

TERMS OF ISSUE TERMS OF ISSUE BOOK BUILT PORTION FIXED PRICE PORTION Number of shares available 3831750 1277250 Percentage of total issue size 75% 25% Basis of allotment Discretionary Proportionate Minimum Bid / application size and multiples Minimum bid of 1100 equity shares and in multiple of 100 equity shares thereafter Minimum application of 100 equity shares and in multiples of 100 equity shares thereafter Maximum Bid / application size 3831750 1000 Allotment Mode Compulsory demat Optional demat Allotment for trading purpose 50 50 Who can apply Individuals ,HUF, Companies , Corporate Bodies , institutions Mutual Funds, Societies and Trusts Only individuals HUF (Karta to apply on behalf of HUF) who have not participated in Book Built portion or have not received any allocation in Book Built portion

TERMS OF PAYMENT Book Built Portion The Bid must be for a minimum of 1100 equity shares and in multiples of 100 equity shares thereafter. The Bidder cannot make a bid for more than the number of shares offered through Book Building, further the Bidder cannot bid at a price lower than the Face Value of the shares of the company. The maximum bid price has to be paid at the time of bidding based on the highest bidding option of the Bidder or where bid is at cutoff price, the bidder would be required to make payment at the highest price in the indicative price band. Where payment of bid price at the time of bidding is waived at the discretion of the Syndicate Member or where there is a shortfall as a result of cutoff price being more than the highest price in the indicative price band, the offer price or the difference, as the case may be is to be paid within 3 days on communication by the BRLM of the list of Bidders who have been allocated equity shares to the Syndicate Members. Where a Bidder has been allocated lesser number of shares than he or she had bid for, the excess amount paid on bidding, if any, after adjustment for allocation, will be refunded to such Bidder within 15 days from the finalisation of allocation. The allocation of securities relating to the Book Built Portion shall be made within 15 days from the Bid Closing Date for Book Built Portion. The Company shall pay interest @15% p.a., (except to Bidders applying through stock invest) if allocation and/or transfer is not made within 15 days from the Bid Closing Date for Book Built Portion and refund orders are not despatched to the Bidders within 15 days of Bid Closing Date, for any delay beyond 15 days. In relation to the Book Built Portion, the BRLM and the Company shall open an Escrow Account at the Escrow Collection Bank for the collection of the monies payable upon submission of the Bid Form or pursuant to allocation in the Book Built Portion. Each Bidder shall, with the submission of the Bid Form draw a cheque /demand draft/Stockinvest for the maximum amount of his bid in favour of the Escrow Account of the Escrow Collection Bank and submit the same to the Syndicate Member(s). Where the Bid is at cut-off price the investor will be required to make payment at the highest price in the indicative price band. The Syndicate Member(s) may at their discretion waive such payment at the time of the submission of the Bid Form, in which case the Offer Price or where there is a shortfall as a result of cut-off price being more than the highest price in the indicative price band, the offer price or the difference, as the case may be is to be paid within 3 days on communication by the BRLM of the list of Bidders who have been allocated equity shares to the Syndicate Members. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled. The Syndicate Member(s) shall deposit such cheque/demand draft/Stockinvest with the Escrow Collection Bank which will hold the monies for the benefit of the Bidders till such time as the Offer Opening Date. On the Offer Opening Date, the Escrow Collection Bank shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Offer Account with the Bankers to the Offer. Fixed Price Portion Application must be for a minimum of 100 equity shares and in multiples of 100 equity shares thereafter. The details of amount payable on application and allotment are as under: Towards Capital (Rs. per share) Towards Premium (Rs.) Total Amount Payable (Rs.) On Application 5.00 Total 5.00

In case of partial allotment of shares, any excess amount paid on application shall be adjusted towards the amount due on allotment and the balance amount, if any, will be refunded by the company to the applicants. Allotment of securities relating to the Fixed Price Portion shall be made within 15 days from the Offer Closing Date for Fixed Price Portion. The Company shall pay interest @15% p.a., (except to applicants applying through stock invest) if allotment is not made and refund orders are not despatched to the investors within 15 days from the Offer Closing Date for Fixed Price Portion for any delay beyond 15 days. Offer Structure The Offer Size is divided into the Book Built Portion and the Fixed Price Portion. The Offer consists of 5,109,000 equity shares as Public Issue which is split into 3,831,750 equity shares for the Book Built Portion and 1,277,250equity shares for the Fixed Price Portion. Book Built Portion The investors are required to submit their bids through one of the Syndicate members. The Company in consultation with the BRLM reserves the right to reject any Bid procured by any or all Syndicate Members without assigning any reason therefor. Fixed Price Portion The present Offer also contains a Fixed Price Portion. Investors who for any reason(s) could not participate in the Book Building Portion during the Bidding Period or did not receive an allocation or CAN from the Syndicate Member through whom they participated, can apply for equity shares out of the Fixed Price Portion. However, investors who have been successful in getting an allocation in the Book Built Portion cannot apply in the Fixed Price Portion. The equity shares to be offered under the Fixed Price Portion shall be made available at the Offer Price. Investors may note that in case of over subscription in the Fixed Price Portion, allotment will be made on a proportionate basis, in consultation with the Bangalore Stock Exchange being the Regional Stock Exchange and extant SEBI Guidelines. The Fixed Price Portion shall be available for subscription during the Offer period and not during the Bidding Period.

Procedure for Bidding DOS Check who can Bid Fill up the Resident Bid Form (Black and White) or Non - Resident Bid Form (Blue in Colour ) as the case may be Fill up the Bid Form after reading the instruction carefully regarding: Payment details Bank details Usual Signatures PAN/GIR Nos DP details Enter correct details of DP and Beneficiary Account allotment in Book Building in compulsory in demat form Submit Bid at Bidding Centres only and obtain Transaction Registration Slip (TRS) from the Syndicate Members Bid Form should bear the stamp of the Syndicate Member . If not the same would be rejected Submit Revised Bid to the same Syndicate Member through whom the Original Bid was placed and obtained a revised TRS. DON'TS Do not Bid for lower than minimum Bid size i.e. 1100 shares A Bidder should not Bid on another Bid Form after His/Her Bids on one Bid Form have been submitted to any Syndicate Member, the same may be rejected as multiple Bidding. Bid amount is not to be paid in cash, otherwise the same may be rejected. Bid forms not to be sent by post, but hand delivered.

Bid Form Bidders shall only use the Bid Form for the purpose of making a Bid in terms of this Offer Document. The Bidder shall have the option to make a maximum of three Bids in their Bid Form and such options shall not be considered as multiple applications. Upon the allocation of shares and dispatch of CAN and filing of Offer Document with the RoC, the Bid Form shall be considered as the application form and upon issue of shares shall function as an authority given to the Company by the Bidder to sign the transfer form or authority pursuant to which the shares in physical or Demat form will be transferred. On filling the Bid Form, the Bidder is deemed to have authorized the Company to make the necessary changes in the Offer Document and the Bid Form as would be required for filing of Offer Document with the RoC and as would be required by the RoC after such filing, without any prior or subsequent notice of such changes to the Bidder. Who Can Bid Indian nationals resident in India who are majors, in single or joint names (not more than three) Hindu Undivided Families in the individual name of the Karta Non Resident Indians (NRIs), Overseas Body Corporates (OCBs) and Foreign Institutional Investors (FIIs) on repatriation basis and non-repatriation basis subject to applicable laws Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized to invest in these shares Indian Financial Institutions, Commercial Banks and Regional Rural Banks, Co-operative Banks subject to permission from RBI, if any. Trust registered under Societies Registration Act, 1860, or any other Trust law and are authorized under their constitution to hold and invest in shares Indian Mutual Funds registered with SEBI Procedure for Bidding The Syndicate Members will circulate copies of the Offer Document to their clients Investors desirous to have copies of the Offer Document can obtain the same from the Registered Office of the Company or the BRLM or from the Syndicate Members The Company & the BRLM shall declare the Bid Opening Date and Bid Closing Date and publish the same in three widely circulated newspapers (one each in English, Hindi and regional language) atleast one day prior to the Bid Opening Date. This advertisement shall contain the salient features of the Offer Document as specified under Form 2A, the method and process of bidding and the names and addresses of the Syndicate Members as well as Bidding Terminal, the date of allocation for book build portion and latest date of despatch of CAN. The Syndicate Members shall start accepting Bids from the investors from the Bid Opening Date. Investors who are interested in subscribing to the Company's equity shares should approach any of the Syndicate Members to register their Bid. The Syndicate Member shall compulsorily take the Bid Form in writing from the Bidders in India and abroad. Electronic Registration of Bids The Syndicate Member will register the Bids using the on-line facilities of NSE (National Stock Exchange of India Ltd.) and BSE ( The Stock Exchange, Mumbai). NSE/BSE will offer a screen based facility for registering Bids for the Offer. This facility will be available on the terminals of Syndicate Members during the Bidding Period. Syndicate Members can also set up facilities for off-line electronic registration of bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for Book Building. At the time of registering the Bid, the Syndicate Member shall enter the following details of the investor in the on-line system: Name of the investor Investor Category - Individual / Corporate/ NRI/OCB/FII/MF/Trust/HUF etc. Number of shares Bid price (See the following Para) Bid Form number Whether payment made upon submission of Bid Form After the above data is entered, the system will generate a Unique Transaction Identification Code (UTIC), which will indicate the Syndicate Member's identity and the investor's registration with him. A system generated Transaction Registration Slip (TRS) (or the Order Confirmation Note) will be given to the Investor as a proof of the registration of each Bid Option. It is the Bidders responsibility to obtain the TRS from the Syndicate Members. The registration of the Bid by the Syndicate Member does not guarantee that the shares shall be allocated either by the Syndicate Member or the Company or the BRLM. Such TRS by itself will not create any obligation of any kind. The Syndicate Member has the right to vet the Bid. Consequently, the Syndicate Member also has the right to accept the Bid or reject it without assigning any reason. In case the Syndicate Member does not waive the requirement of payment into the Escrow Account during the Bidding Period , the Bid of the Bidder shall not be rejected except on technical grounds. Bids at Different Price Levels An indicative price band will be advertised prior to the Bid Opening Date for reference purposes of the Bidders. Such price band will only be indicative and the Company and the BRLM/Lead Manager reserve the right to finalize the Offer Price at any level above or below this price band without prior approval of or intimation of the Bidders. An indicative price band shall be advertised prior to the Bid Opening Date. The Offer Price as determined by the Company in consultation with the BRLM/Lead Manager may be above or below the indicative price band. Bidders will have to place their bids at a price, which may be within or above or below the indicative price band. However, the Bidders cannot bid below the face value of the equity shares of the Company. An investor will also have an option of putting a "Cut Off Price Bid" on the on-line system. Such a Bid would imply that the investor is willing to buy the Bid for quantity of equity shares, at whatever be the Offer Price subject to the Maximum Offer Price arrived at by the book building procedure, whether or not such Offer Price is within the Indicative Price Band mentioned above.

Escrow Mechanism The Company shall open Escrow Accounts with one or more Escrow Collection Banks in whose favour the Bidder shall make out the cheque or demand draft in respect of his or her Bid and/or revision. The Escrow Collection Banks will act in terms of this Offer Document and an Escrow Agreement to be entered into between the BRLM, the Company, the Escrow Collection Bank and the Registrars to the Offer. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank for and on behalf of the Bidders. The Escrow Collection Bank shall not exercise any lien over the monies deposited therein, and shall hold the monies therein in trust for the investors, and on or after the Offer Opening Date transfer the monies to the Public Offer account with the Bankers to the Offer in terms of the Escrow Agreement. The Bidders are informed that the Escrow Mechanism is not prescribed by SEBI and the same has been established as an arrangement between the Escrow Collection Bank(s), the Company, the Registrars to the Offer and the BRLM, to facilitate collections from the Bidders. Bidding and payment into the Escrow Collection Account Each Bid Form will give the Bidder the choice to bid for up to three optional price and demand (i.e. number of shares bid for) levels. The price and demand options submitted by the Bidder in the Bid Form will be treated as optional demands from the Bidder and will not be cumulated. After discovery of the Offer Price, the maximum number of shares bid for by a Bidder at or above the Offer Price will be considered for allocation and the rest of the Bid, irrespective of the bid price will become automatically invalid. The Bidder cannot bid on another Bid Form after his bids on one Bid Form have been submitted to any Syndicate Member. Submission of a second Bid Form to either the same or to another Syndicate Member will be treated as multiple bidding and is liable to be rejected either before entering the bid into the NSE/BSE bidding system, or at any point of time prior to the allotment/allocation and/or transfer of shares in the Offer. Along with the Bid Form, all Bidders will submit a cheque or draft payable to the Escrow Account or Stockinvest (subject to applicable laws/guidelines) favouring the Company. The amount of such payment will be the highest value of the optional bids submitted in the Bid Form. If one of the Bidder's options is at the cut off price, the payment for that option will have to be considered at the highest price in the indicative price band. The Syndicate Member can waive this requirement of payment to the Escrow Account for any Bidder as per his discretion. However, if such payment is not waived by the Syndicate Member, the full amount of payment has to be made and partial payment will not be accepted by the Syndicate Member. The Syndicate Member will enter each option into the NSE bidding system / BSE bidding system as a separate bid and generate a TRS for each option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRS' for each Bid Form. Build Up of the Book & Revision of Bids Bids registered by various Bidders through their Syndicate Member(s) shall be electronically transmitted to the NSE/BSE mainframe on an on-line basis. The book gets built up at various price levels. This information will be available to the BRLM on an on-line basis. During the Bidding Period, any Bidder who has registered his or her interest in the equity shares at a particular price level is free to revise his or her Bid using the printed Revision Form. The revision can be made in both the desired quantity of shares and the Bid Price by using the Revision Form. The Bidder must fill his or her Bid Form number, details of all the options in his or her Bid Form or earlier Revision Form and revisions for all the options as per his Bid Form or earlier Revision Form.. If a Bidder has bid in three options in the Bid Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options in the Revision Form as unchanged. Incomplete or inaccurate Revision Forms will not be executed by the Syndicate Member. The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the earlier Bid, the Bidder will have to use the services of the same Syndicate Member through whom he has placed the original Bid, otherwise the revised bid is liable for rejection. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft or Stockinvest for the full amount of the revised Bid and the same shall not be adjusted against the payment made at the time of the original Bid or previously revised. The excess amount paid, if any shall be returned to the Bidder at the time of refund in accordance with the terms of this Offer Document. The Syndicate Member may at his sole discretion waive the payment requirement at the time of one or more revisions. When a Bidder revises his or her bid, he or she shall surrender the earlier TRS and get a revised TRS from the Syndicate Member. It is the responsibility of the Bidder to request for and get the revised TRS, which will act as proof of his or her having revised the previous Bid. In case of discrepancy of data between NSE/BSE and the Syndicate Member, the decision of the BRLM based on the records of NSE/BSE is final. Price Discovery and Allocation After the Bid Closing Date, the BRLM and the Issuer shall analyze the demand generated by the Syndicate at various price levels The Company in consultation with the BRLM shall finalize the "Offer Price", the number of shares to be issued and the allocation to successful Bidders. The allocation would be decided based on the quality of the bidder determined broadly by the size, price and date of the bid. The BRLM shall intimate the Syndicate of the Offer Price and allocations to their Bidders. Signing of Underwriting Agreement & RoC Filing The Syndicate Member(s) shall enter into an underwriting agreement with the BRLM and the Company on being intimated about the Offer Price and allocation(s) to their Bidders. The Offer Document shall be finalized and filed with the RoC soon after signing of the underwriting agreements. Announcement Advertisement After the Offer Price is determined by the Company in consultation with the BRLM, the statutory advertisement will be issued by the Company after the filing of the Final Offer Document with the RoC. This advertisement shall in addition to the information that has to be set out in the statutory advertisement indicate the price of the securities along with a table showing the number of securities and the amount payable by an investor. Issuance of Confirmation of Allocation Note and Allotment for the Book Built Portion The BRLM shall send to the Syndicate Members a list of their Bidders who have been allocated shares in the Book Built Portion. The receipt of the list of allocation for their Bidders by the Syndicate Members shall constitute acceptance of the Bids set out in the said lists for the Offer and the same shall be deemed to be a valid and binding contract. The Bidders shall be deemed to have knowledge of such acceptance immediately upon the receipt by the Syndicate Members of the list of allocation for their Bidders. The Syndicate member is, for this limited purpose, deemed to be the agent of the Bidders. The Syndicate Members would then send the CAN to their Bidders who have been allocated shares in the Book Built Portion and who have not paid into the Escrow Account at the time of bidding. Bidders who have been allocated shares and who have already paid into the Escrow Account at the time of bidding shall directly receive the CAN from the Registrar to the Offer subject, however, to realization of their cheques or demand drafts or Stockinvest paid into the Escrow Account. In case of allocation of shares, any excess amount paid on application shall be adjusted towards the amount due on allocation and the balance amount, if any, will be refunded by the company to the applicants. In case the Offer Price is higher than the highest value of the indicative price band used for Book Building, the Bidders who have paid lesser than the full value of their allocated shares at the Offer Price will be required to pay such shortfall as per the instructions given in the CAN. Allocation and/or transfer of securities relating to the Book Built Portion shall be made within 15 days from the Bid Closing Date for Book Build Portion. The Company shall pay interest @15% p.a., (except to applicants applying through stock invest) if allocation and/or transfer is not made and refund orders are not despatched to the investors within 15 days from the Bid Closing Date for Book Build Portion for any delay beyond 15 days. Equity shares shall thereafter be allotted and/or transferred to the investors within 15 days of the Bid Closing Date for Book Built Portion.

INSTRUCTIONS Book Built Portion Instructions for Filling Up the Bid Form for the Book Built Portion Bidders can obtain Bid Forms and/or Revision Forms from the Syndicate Members Bids and revisions to Bids must be: Made only in the prescribed Bid Form or Revision Form, as applicable, completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid Form and are liable to be rejected by the Syndicate Member(s) if not so made. For a minimum of 1100 shares and in multiples of 100 shares thereafter. In single name or in joint names (not more than three). Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal. Bidder's Bank Details The name of the first or sole Bidder's bank, branch, type of account and account number must be filled in the Bid Form. It is mandatory for the Bidder to provide this information. This is required for the Bidder's own safety so that these details can be printed on the refund orders. Bids without these details are liable to be rejected. Bidders Depository Account Details The allotment / allocation of shares under the Book Build portion shall be compulsorily in dematerialised form. The Bidders have to necessarily mention their Depository Participant's name, DP-ID and Beneficiary Account Number in the Bid Form. Bid Forms without the depository account details will be rejected. In case of Bid Forms submitted in joint names, it must be ensured that the Depository Account is also held in the same joint names and which are in the same sequence in which they appear in the Bid Form. Bids under Power of Attorney In case of Bids made under Power of Attorney or by limited companies, corporate bodies, registered societies, etc. a certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be or a duly certified copy thereof along with a certified copy of the Memorandum & Article of Association and/or Bye Laws must be lodged along with the Bid form Bids by NRIs, OCBs or FIIs on a repatriation basis Bids Form and Revision Forms must be made only: On the prescribed Bid Form or Revision Form, as applicable, (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Bid Form or Revision Form and are liable to be rejected by the Syndicate Member(s) if not so made; In a single or joint names (not more than three) In the names of individuals, societies and other corporate bodies owned predominantly (at least to the extent of 60%) by Non-Resident Individuals of Indian nationality or origin, or in the names of Foreign Institutional Investors but NOT in the names of minors, firms or partnerships, foreign nationals or their nominees. Bids by overseas limited companies and other corporate bodies owned predominantly (at least 60%) by Non Resident Indians must be accompanied by a certificate in the prescribed form OAC/OAC 1 from Overseas Auditor or Chartered Accountant or Certified Public Accountant. Bid Forms or Revision Forms from Non Residents, duly completed along with cheque or bank drafts or Stockinvest, for the amount payable for Bidding or revisions remitted through normal banking channels or out of funds held in Non Resident External (NRE) Accounts or Foreign Currency Non Resident (FCNR) Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance must be delivered to the Syndicate Member at the time of submission of the Bid Form or Revision Form or after the allocation as the case may be. Payment will not be accepted out of Non Resident Ordinary (NRO) Account of Non Resident Bidders. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account. All cheques or Bank Drafts accompanying the Bid Form or Revision Form should be crossed A/c. Payee Only and made payable to the Escrow Account of the Escrow Collection Bank and marked "Name of the Bank - Escrow A/c. MRO-TEK BOOK BUILDING OFFER-NR" A separate cheque or bank draft must accompany each Bid form or Revision Form. Under no circumstances should the Bid Form or Revision Form with remittance be sent to the Company or to the Registrars to the Offer. The Company has been informed that vide AD (MA Series) Circular No. 41, RBI has given general permission to Indian Companies for Issue of Shares to NRIs/OCBs. Consequently, Indian Companies seeking NRI/OCB investment under 24%/40% scheme do not require any prior RBI approval. RBI vide its Letter No. , dated , has given permission to the Company to issue shares to FIIs on repatriation basis. Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the equity shares to Non Residents shall be subject to RBI approval or any other requisite authority as may be necessary underthe existing Exchange Control Regulation. Sale proceeds of such investments in equity shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account. Refunds, dividends and other distributions, if any, will be payable in Indian Rupee only and net of bank charges and/or commission. In case of Bidders who remit money payable upon submission of the Bid Form or Revision Form through Indian Rupee Drafts from abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be despatched by Registered Post or if the applicants so desire, will be credited to their NRE Accounts, details of which should be furnished in the space provided for this purpose in the Bid Form. The Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of Foreign Currency into Indian Rupees and vice versa. For further instructions, please read the Bid Form and/or the Revision Form carefully. Payment Instructions for Book Built Portion Cash Payment will not be accepted by the Syndicate Members for the Book Built Portion. Payment may be made by way of cheque or Stockinvest (subject to applicable laws/guidelines) or demand draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers Clearing House located at the place where the Bid Form or Revision Form is submitted. Outstation cheques or bank drafts, or cheques or bank drafts drawn on banks not participating in the clearing process will not be accepted. Bidders based in cities other than the bidding centers can give demand drafts payable at the location of the bidding center where the Bid Form or Revision Form is submitted. Such Bidders based in cities other than the bidding centers can submit their Bid Forms or Revision Forms only by hand delivery to the Syndicate Members. Bids sent by post will not be registered by the Syndicate Members. All cheques or drafts must be made payable to the Escrow Collection Bank or Banks and favouring "Name of the Bank - Escrow A/c MRO-TEK BOOK BUILDING OFFER" and crossed "A/C PAYEE ONLY". In case of payment by cheque or bank draft or Stockinvest (subject to applicable laws/guidelines), a separate cheque or bank draft or Stockinvest must accompany each Bid Form or Revision Form. Bidders are advised to mention the serial number of the Bid Form on the reverse of the instruments to avoid misuse of instruments submitted along with the Bids for equity shares Where the maximum Bid for equity shares by a Bidder is for the total value of Rs.50,000 or more, i.e. the actual number of securities bid for multiplied by the bid price, is Rs.50,000 or more the Bidder or in the case of a Bid in joint names, each of the Bidders should mention his or her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax Circle/Ward/ district. In case, neither the PAN nor the GIR number has been allotted, the Bidder must mention "Not allotted" in the appropriate place. Bid Form without this information will be considered incomplete and are liable to be rejected. All Bid Forms or Revision Forms duly completed and accompanied by Account Payee cheques or drafts or Stockinvest shall be submitted to the Syndicate Member at the time of submitting the Bid. The Syndicate Member may at his discretion waive the requirement of payment at the time of submission of the Bid Form and Revision Form. No separate receipts shall be offered for the money payable on submission of Bid Form or Revision Form. However, the collection center of the Syndicate Member will acknowledge the receipt of the Bid Forms or Revision Form by stamping and returning to the Bidder the acknowledgment slip. This acknowledgment slip will serve as the duplicate of the Bid Form for the records of the Bidder, apart from the TRS. Application by Mutual Funds Separate bids can be made in respect of each scheme of an Indian mutual fund registered with the Board and such bids shall not be treated as multiple applications. The bids made by the Asset Management Companies (AMCs) or custodians of a Mutual Fund should clearly indicate the name of the concerned scheme for which bid is being made.

Payment By Stockinvest The Bidder who is an individual or a mutual fund has the option to use the instrument Stockinvest in lieu of cash or cheques or bank drafts for payment of application money, subject to applicable laws and guidelines. The Bidder using Stockinvest should submit the Bid Form or Revision Form along with the instrument to the collection center of the Syndicate Member mentioned in the Bid Form. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation Stockinvest instruments can be attached to the Bid Form or Revision Form.

The Bidder may approach the banks concerned for obtaining Stockinvest and detailed instructions for the same. The Bidder has to fill in the following particulars: Title of the Account as mentioned in the Bid Form Maximum number of Shares bid for The maximum amount payable as per the options in the Bid Form or Revision Form

The Bidder should thereafter sign the instrument. It should also bear the stamp of the bank issuing the instrument and should be crossed "A/c Payee Only" and made payable only to "Name of Escrow Bank A/c MRO-TEK - Book Building Offer ". The Bidder will bear all Service charges for issuing the Stockinvest. The Bidder should not fill in the portion to be filled up by the Registrars to the Offer (Right hand portion of the instrument). The Registrars to the Offer will fill up the Right-hand side of the Stockinvest indicating the Shares allotted to the Bidders, calculated as follows:-

In case of full allotment, the Registrars will enter the number of shares on the right hand side equal to that on the left-hand side of the instrument. In case of partial allotment, Registrars will enter a number on the right hand side of the instrument, which will be less than the number filled up by the applicant on the left-hand side. In case the allotment is nil, Registrars will enter 'nil' on the right hand side of the instrument.

The Purchaser should use Stockinvest, and the name of the Purchaser or one of the Purchasers should be indicated as the first Bidder in the Bid Form or Revision Form. Thus, if the signature of the Purchaser on the Stockinvest and the signature of the first Bidder in the Bid Form or Revision Form do not tally, the Bid would be treated as having been accompanied by a third party Stockinvest and is liable to be rejected. The Purchaser should use the Stockinvest instrument within 10 days from the date of issue of the instrument, failing, which such Bids are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the Stockinvest for submitting the Bid Form to the Syndicate Member is indicated on the face of the Stockinvest with a notation "to be used before _____________ "

The Registrars will not issue a refund order to the Bidders using Stockinvest for payment of money due under the Bid Form or Revision Form. In case of non allotment of Shares, the Registrars will return the cancelled Stockinvest instruments to the Bidders within 10 days of the Offer Closing Date for Book Built Portion, by Registered Post. The Bidder will have to approach the issuing bank branch for lifting the lien.

The Company (through Resolution of the Board of Directors passed on ____________ , has authorized the Registrars to the Offer to sign on behalf of the Company to realize the proceeds of the Stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the Stockinvest(s) of the non-allottee. The Registrars shall directly send back such cancelled Stockinvest(s) to the Bidders.

Reserve Bank of India vide its circular no. DBOD No.FSC.BC.100/24.47.001/94 dated September 2, 1994 has restricted the use of Stockinvest(s) to individual investors and Mutual Funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institutions are not allowed to apply through Stockinvest(s). A ceiling of Rs.50,000/- per individual per Stockinvest has been imposed. The above ceiling is not applicable to Mutual Funds.

In the interest of the investors, to avoid rejection of applications on technical grounds, it is suggested that the applicant should ensure that : the date of issue of the stockinvest by the issuing bank is clearly mentioned on the instrument the instrument is duly signed by the authorised officer of the bank giving his code number any correction / alteration in the date of issue, amount, the name of the Issuer, etc., should be attested by an authorised officer of the issuing bank the applicant has clearly written the name of the Issuer, the amount and signed the instrument. The signature on the instrument should tally with the specimen signature of the first named applicant as appearing on the application form in case the stockinvest is purchased in joint account, the names of both the account holders should be mentioned in the stockinvest instrument at the place mentioned for writing the name of the investor the amount written in the application form to be deposited and the amount of the stockinvest instrument accompanying the application form should be the same the stockinvest is to be utilised by the purchaser(s) and the purchaser's name or name of one of the purchasers is invariably indicated as the first applicant in the share application form. Thus, if the signature of the purchaser on the stockinvest and the signature of the first applicant on the application form does not tally, the application would be treated as having been accompanied by a third party stockinvest and is liable to be rejected Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of Stockinvest or procedure thereof by the issuing bank.

Disposal of Application Money in Case of Stockinvest In case of non-allotment, the Registrars to the Offer shall directly send back the cancelled Stockinvest to the Bidders along with the relative advice. The Stockinvest would bear stamps such as "CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the Bidder. On allotment or partial allotment, the Registrars to the Offer shall fill in the amount (which will be less than or equal to the amount filled by the Bidder) before presenting the Stockinvest to the respective issuing Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit. Inquiries relating to Stockinvest may be addressed only to the Registrars to the Offer and not to the issuing bank. The above information is given for the benefit of Bidder and the Company is not liable for any modification of terms of Stockinvest or procedure thereof by issuing banks. The Registrars shall send back the cancelled instrument to the Bidders directly by registered post within 15 days of the Offer Closing Date for Book Built Portion. All conditions mentioned earlier for making an Bid through cheques or demand drafts will also apply to Bids made with Stockinvest. For further instructions, please read the Bid Form carefully.

Allotment After the Company has received the entire Offer proceeds for the Book Built Portion, it will proceed to complete the allotment formalities for the Book Built Portion. The allotment under Book Built Portion will be compulsorily under dematerialised form, the Bidders may have it rematerialised afterwards. After allotment all Bidders will receive credit for these shares directly in their depository accounts. Fixed Price Portion 1. Instructions for Filing of Forms for Fixed Price Portion Availability of Offer Document and Application Forms Application Forms for the Fixed Price Portion along with the copies of the Offer Document and/or Abridged Offer Document may be obtained from the Registered Office of the Company, from the BRLM, other Lead Managers or from the collection centers listed in the Application Forms. Applications must be: Made only in the prescribed Application Form. Completed in full, in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form. Incomplete Application Forms are liable to rejection. For a minimum of 100 shares and in multiples of 100 shares thereafter In single name or in joint names (not more than three) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under his or her official seal. Applicant's Bank Details The Application Form must contain the name of the first or sole applicant's bank, branch, type of account and account number. It is mandatory for the applicant to provide this information. This is required for the applicant's own safety so that these details can be printed on the refund orders. Applications without these details are liable to be rejected. Applicant's Depository Account Details The investor has an option to get his shares using the Depository mode. Investors desirous of availing this facility should mention their Depository Participant's name, DP-ID and Beneficiary Account Number in the Application Form. In case an applicant seeks allotment of certain number of shares in dematerialised form and the remaining in physical form, these would be clubbed for the purpose of arriving at the basis of allocation. Further, it may be noted that the allotment of shares would first be done in the electronic form and then in the physical form. However, if the same Applicant submits two Applications, one for physical shares and the other for shares in dematerialised form, such Applications will be treated as multiple applications and are liable to be rejected. In case of Applications submitted in joint names, it must be ensured that the Depository Account is also held in the same joint names and which are in the same sequence in which they appear in the Application Form. Applications under Power of Attorney A certified copy of the Power of Attorney must be lodged along with the Application form in case of applications made under Power of Attorney. Application by NRIs on repatriation basis Applications must be made only: On the prescribed Application (Blue in colour) and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained herein and in the Application Form and are liable to be rejected if not so made; In a single or joint names (not more than three) In the names of individuals by Non-Resident Individuals of Indian nationality/origin but NOT in the names of minors, firms or partnerships, foreign nationals or their nominees Application Forms from Non Residents, duly completed along with cheques or bank drafts or Stockinvest, for the amount payable on application remitted through normal banking channels or out of funds held in Non Resident External (NRE) Accounts or Foreign Currency Non Resident (FCNR) Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance must be delivered before the close of Subscription List to such of the branches of the Bankers to the Offer at places mentioned against their names in the Application Form. Payment will not be accepted out of Non Resident Ordinary (NRO) Account of Non Resident Subscribers. Payment by drafts should be accompanied by Bank Certificate confirming that the draft has been issued by debiting to NRE or FCNR Account. All cheques or bank drafts accompanying the application should be crossed "A/c. Payee Only" and made payable to any of the Bankers to the Offer with whom the application is lodged and marked "A/c MRO - TEK Limited - PUBLIC OFFER NR"( for example "Name of the Bank A/c. MRO - TEK Limited - PUBLIC OFFER NR". Each Application Form must be accompanied by a separate cheque or bank draft. Under no circumstances should the Application Form with remittance be sent to the Company or to the Registrars to the Offer or the Book Running Lead Manager to the Offer. In case of payment by cheque or bank draft or Stockinvest (subject to applicable laws/guidelines), a separate cheque or bank draft or Stockinvest must accompany each Application Form. Applicants are advised to mention the serial number of the Application Form on the reverse of the instruments to avoid misuse of instruments submitted along with the applications for equity shares. The Company has been informed that vide AD (MA Series) Circular No. 41, RBI has given general permission to Indian Companies for Issue of Shares to NRIs/OCBs. Consequently, Indian Companies seeking NRI/OCB investment under 24%/40% scheme do not require any prior RBI approval. RBI vide its Letter No , dated has given permission to the Company to issue shares to FIIs on repatriation basis. Hence it will not be necessary for the investors to seek separate permission from RBI. The allotment of the equity shares to Non Residents shall be subject to RBI approval or any other requisite authority as may be necessary under the existing Exchange Control Regulation. Sale proceeds of such investments in equity shares will be allowed to be repatriated along with the income thereon subject to the permission of RBI and subject to Indian Tax Laws provided the investments are made by inward remittances from abroad through approved banking channels or out of funds held in NRE or FCNR Account. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/or commission. In case of applicants who remit their application money through Indian Rupee drafts from abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by RBI at the rate of exchange prevailing at the time of remittance and will be despatched by Registered Post or if the applicants so desire, will be credited to their NRE Accounts, details of which should be furnished in the space provided for this purpose in the Application Form. The Company will not be responsible for loss, if any, incurred by the applicant on account of conversion of Foreign Currency into Indian Rupees and vice-versa. For further instructions, please read the Application Form carefully. The Company, subject to SEBI guidelines/Stock Exchange norms reserves the right to reject any application and consequent refunds shall be made by cheque or pay order or draft and will be sent to the applicant's address at the applicant's risk. 2. Payment Instructions for the Fixed Price Portion Payment may be made by way of cheque or Stockinvest or Demand Draft drawn on any bank, including a Co-operative Bank which is situated at and is a member or sub-member of the Bankers Clearing House located at the place where the Application Form is submitted. Outstation cheques or bank drafts, or cheques or bank drafts drawn on bank not participating in the clearing process will not be accepted. Applicants based in cities other than collection centers mentioned on the Application Form can send Demand Drafts payable at _________along with the Application Forms by Registered Post to the Registrars to the Offer so that the same are received before the Offer Closing Date for Fixed Price Portion. Money Orders or Postal Order will not be accepted. All cheques or drafts must be made payable to the Banker of the Offer and marked "Name of the Bank A/c MRO -TEK - PUBLIC OFFER" and crossed "A/C PAYEE ONLY". Where an application for equity shares is for the total value of Rs.50,000 or more, i.e. the actual number of securities applied for multiplied by the Offer Price, is Rs.50,000 or more the applicant or in the case of an application in joint names, each of the applicants should mention his or her Permanent Account Number (PAN) allotted under the Income-tax Act, 1961 or where the same has not been allotted, the GIR Number and the Income Tax Circle/ Ward/ district. In case, neither the PAN nor the GIR number has been allotted, the applicant must mention "Not allotted" in the appropriate place. Application Form without this information will be considered incomplete and are liable to be rejected. All applications duly completed and accompanied by Account Payee Cheques or Drafts or Stockinvest shall be submitted at the designated collection center of the Bankers to the Offer before the closure of the Offer. No separate receipts shall be issued for the application money. However, the designated collection center of the Banker to the Offer will acknowledge the receipt of the applications by stamping and returning to the applicant the acknowledgment slip.

3. Payment by Stockinvest The applicant who is an individual has the option to use the instrument Stockinvest in lieu of cash or cheques or bank drafts for payment of application money. The applicant using Stockinvest should submit the Application form along with the instrument to the Bankers to the Offer / collection center mentioned in the Application Form. Stockinvest instruments are payable at par at all the branches of the issuing bank and as such, outstation Stockinvest instruments can be attached to the Application Form. The applicant may approach the banks concerned for obtaining Stockinvest and detailed instructions for the same. The applicant has to fill in the following particulars: Title of the Account as mentioned in the Application Form Number of Shares applied for The amount payable on the Share(s) applied for based on the Offer Price The instrument should thereafter be signed by the applicant. It should also bear the stamp of the Bank issuing the instrument and should be crossed "A/c Payee Only" and made payable only to "MRO-TEK Limited". Service charges for issuing the Stockinvest must be borne by the applicant. The applicant should not fill in the portion to be filled up by the Registrars to the Offer (Right hand portion of the instrument). The Registrars to the Offer will fill up the Right-hand side of the Stockinvest indicating the Shares allotted to the applicants, calculated as follows:- In case of full allotment, the number of shares on the Right hand side will be the same as that on the Left hand side of the instrument. In case of partial allotment, the number filled up by the Registrar to the Offer on the Right hand side of the instrument will be less than the number filled up by the applicant on the Left hand side. In case the allotment is nil, the number filled up by the Registrar to the Offer on the Right hand side of the instrument will be nil.

The Stockinvest should be used by the Purchaser and the name of the Purchaser/ one of the Purchasers should be indicated as the first applicant in the Application Form. Thus, if the signature of the Purchaser on the Stockinvest and the signature of the first applicant in the Application Form do not tally, the application would be treated as having been accompanied by a third party Stockinvest and is liable to be rejected. The Stockinvest instrument should be used by the Purchaser within 10 days from the date of Offer of the instrument, failing which, such applications are liable to be rejected. For the purpose of calculating the 10 days, the last date for use of the Stockinvest for submitting the Application Form to the bank is indicated on the face of the Stockinvest with a notation "to be used before _____________" No refund order will be Offered to the applicants using Stockinvest for payment of application money. In case of non allotment of Shares, the cancelled Stockinvest instruments will be returned to the applicant within 10 weeks of closure of subscription list by Registered Post. The applicant will have to approach the issuing bank branch for lifting the lien. The Company (through Resolution of the Board of Directors passed on ____________) has authorized the Registrars to the Offer to sign on behalf of the Company to realize the proceeds of the Stockinvest from the issuing bank or to affix non-allotment advice on the instrument, or to cancel the Stockinvest(s) of the non-allottee. Such cancelled Stockinvest(s) shall be sent back by the Registrars directly to the investors. Reserve Bank of India vide its circular no. DBOD No.FSC.BC.100/24.47.001/94 dated September 2, 1994 has restricted the use of Stockinvest(s) to individual investors and Mutual Funds only. Stockbrokers, Corporate Bodies, Banks and Financial Institution are not allowed to apply through Stockinvest(s). A ceiling of Rs.50,000/- per individual per Stockinvest has been imposed. The above ceiling is not applicable to Mutual Funds. Note: The above information is given for the benefit of investors and the Company is not liable for any modification of the terms of Stockinvest or procedure thereof by the issuing bank.

4. Disposal of Application Money in Case of Stockinvest The Registrars to the Offer shall, in case of non allotment, directly send back the cancelled Stockinvest to the applicant(s) along with the relative advice. The Stockinvest would bear stamps such as CANCELLED" and "NOT ALLOTTED" across the face of the instrument. The issuing bank will lift the lien on the account on surrender of the same by the investor. On allotment/partial allotment, the Registrars to the Offer shall fill in the amount (which will be less than or equal to the amount filled by the investor) before presenting the Stockinvest to the respective issuing Banker for payment to the extent of allotment. The Bank will lift the lien on the balance amount, if any, of the deposit. Inquiries relating to Stockinvest may be addressed only to the Registrars to the Offer and not to the issuing bank. The above information is given for the benefit of investors and the Offerer is not liable for any modification of terms of Stockinvest or procedure thereof by issuing banks. All conditions mentioned earlier for making an application through cheques/demand drafts will also apply to applications made with Stockinvest. For further instructions, please read the Application Form carefully. 5. Schedule and Basis of Allotment The basis of allotment will be finalised in consultation with the Stock Exchange, Bangalore. Investors may note that in case of oversubscription, allotment will be on a proportionate basis and a public representative from the Governing Board of Regional Stock Exchange or any such person authorised by SEBI/Stock Exchange shall be associated in the process of finalisation of the basis of allotment on oversubscription. Please refer to Part II of the Offer Document for more details on the Basis of Allotment

6. Allotment After the Company has received the minimum subscription, it will proceed to complete the allotment formalities. After allotment, all investors who have opted for shares in the electronic mode will receive credit for these shares directly in their depository accounts and all investors who have opted for physical delivery of shares will receive the Share Certificates from the Registrars to the Offer.

General Instructions for the Offer (Applicable to Both, the Book Built Portion and the Fixed Price Portion) The Company, subject to SEBI guidelines/Stock Exchange norms, reserves full, unqualified and absolute right to accept or to reject any application or Bid in whole or in part and in either case without assigning any reason thereof.

Section 269SS of the Income-tax Act, 1961 In respect of applicants eligible to apply in this Offer, having regard to the provisions of Section 269SS of the Income-tax Act, 1961, the subscription against an application should not be effected in cash and must be effected by means of a crossed account payee cheque or a crossed account payee bank draft or Stockinvest if the amount payable is Rs 20,000/- or more. In case payment is effected in contravention of this, the applications are liable to be rejected without interest.

Joint Applications Applications or Bids may be made in single or joint name (not more than three). In the cases of Joint applications or Bids, refund or pay orders, if any, and dividend warrants will be made out in favour of the first applicant/ Bidder. All communications will be addressed to the applicant whose name appears first at his or her address as stated in the Application Form or Bid Form.

Multiple Applications An Applicant or Bidder should submit only one Application Form or Bid Form(and not more than one) for the total number of shares required or bid for. Application or Bid may be made in single or joint names (not more than three). Two or more applications or Bids in single or joint names will be deemed to be multiple applications or Bids, if the sole and/or first applicant or Bidder is one and the same. The Company reserves the right to reject in its absolute discretion all or any such multiple applications or Bids. Separate applications or Bids for electronic and physical shares by the same first and /or sole applicant will be treated as multiple applications and are liable to be rejected. Those who have participated in the bidding process and have received allocation shall not be eligible to make an application in the Fixed Price Portion. Such applications will be treated as multiple applications and are liable to be rejected. In case of Applications by Mutual Funds, a separate Application Form/ Bid Form must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and that such Applications/Bids will not be treated as multiple Applications/Bids provided that the Application/Bid made by the Asset Management Company/Trustees/Custodian clearly indicate their intention as to the scheme for which the Application/Bid has been made. Depository As per the provisions of Depositories Act, 1996 the shares of a Company can be in a dematerialized form, i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through Electronic mode. Many Companies and their investors are now opting for dematerialization of their securities. The Company is also extending this facility to all those investors, who wish to avail the same In this context -

A tripartite agreement has been signed between the Company, the Registrars and the depository (NSDL/CDSL) The Bidder or applicant has an option to seek allocation of equity shares in electronic and/or physical mode. Such an option should be indicated at the time of registering the bids itself. Separate applications or Bids for electronic and physical equity shares by the same applicant or Bidder shall be considered as multiple applications or Bids. Bidders or Applicants who wish to apply for equity shares in electronic form need to have at least one Beneficiary Account with a Depository Participant prior to making the Bid / Application. The Bidders or applicant's name in the Depository Instruction Section in the Bid Form or Application Form should be the same as appearing in his or its Beneficiary Account. In case of joint applicants, in addition to the name, the sequence of the names in the DIF and the Beneficiary Account should be the same. If incomplete or incorrect investor account details are given, it may result in issuance of equity shares in physical form. Responsibility for correctness of demographic details given to the Depository Participant, for opening of beneficiary account would rest with the Bidder or Applicant. Shares in electronic form can be traded only on Stock Exchanges having electronic connectivity with NSDL/CDSL. Investor who have indicated their preference for holding shares in a dematerialized (demat) form, will have to follow the steps mentioned below: The Bidder or Applicant will fill up the Depository Instruction Section in the Bid form or Application Form which will authorize the Company to allot shares to him in the Electronic form. The Bidder or applicant may apply for part of shares in dematerialised form and the balance in physical form. This should be indicated under the heading 'Request for Shares in Electronic Form' in the Bid/Application form.

TAX BENEFITS AVAILABLE M/s Narayanan, Patil and Ramesh , Chartered Accountants, have advised MRO-TEK Limited vide their letter dated March 20, 2000, that as per the current provisions of the Income Tax Act, 1961 and the existing laws for the time being in force, the following benefits, inter alia, will be available to MRO-TEK Limited and the members as given below:

TO THE COMPANY: Should the company be liable to Income tax on its profits, the following concessions/ benefits will be available Under Section 80 HHC of the Income tax Act, 1961 the company shall be entitled to deduction in respect of profits derived from export of goods in accordance with and subject to the conditions specified therein. The Company will be entitled under Section 35D of the Income tax Act, 1961 to amortise certain specified preliminary expenses over a period of 5 successive years beginning with the previous year in which the company commences business, subject to compliance with the conditions specified in the condition. In terms of and subject to the provisions of Section 35 of the Income tax Act, 1961, the company will be entitled to a deduction of an amount equal to 100% in respect of expenditure ( Other than acquisition of land) incurred in connection with the scientific research related to the business carried on by the Company in the year in which such expenditure is incurred. The dividend income received by the company shall be exempt from tax under Section 10(33) of the Income tax Act, 1961

TO THE SHAREHOLDERS Under Income tax Act, 1961 1. Resident Shareholders As per the provisions of section 10(33) of the Act, dividend received by the shareholders of the company is totally exempt. As per the provisions of section 112 of the Act, with effect from 1 April, 1999, the tax on the long term capital gains arising on sale of the listed security will be lower of 10% of capital gains ( Computed without indexation benefits) or 20% of capital gains ( Computed with indexation benefits). As per the provisions of section 54 EC, capital gain arising from transfer of the shares of the company shall not be charged to tax to the extent represented by proportion of the capital gain invested in long term specified asset as provided in the Section In case of a shareholder, being an individual or an Hindu undivided family, in accordance with and subject to the conditions and to the extent specified in Section 54 F of the Act, the shareholders would be entitled to exemption from long term capital gains on the sale of their shares in the company. 2. To NRI shareholders: The Equity Shareholder being a Non - Resident Indian will be entitled to receive dividend without deduction of tax at source under section 115 - O of the Income Tax Act, 1961. A Non Resident Indian has an option to be governed by the provisions of chapter XII A of the Income Tax Act, 1961, according to which : The Tax payable by him on his specified investment income excluding income by way of dividends on shares under section 115 - O of the Income Tax Act, 1961, in the company acquired by him out of convertible foreign exchange and long -term capital gain are taxable as follows : Income from Foreign Exchange Asset 20% Under Section 115 - E of the Income Tax Act, 1961. Long term capital gains 10% under section 115 - E of the Income Tax Act, 1961. u/s 115F of the Income Tax Act, 1961 long term capital gains arising on sale of shares in the company acquired out of convertible foreign exchange, shall be exempt from Income Tax, if the net sale consideration is re-invested in specified assets within six months of the date of transfer. If only, part of net consideration is so reinvested the exemption shall be given proportionately. The amounts so exempted shall be chargeable to tax subsequently the specified assets are transferred or converted within three years from the date of their acquisition. u/s 115G of the Income Tax Act, 1961, it shall not be necessary for a NRI to furnish his return of Income, if his only source of income is investment income or long term capital gains or both, provided tax at source has been deducted from such income. u/s 115H of the Income Tax Act, 1961, where a person who is a NRI in any previous year becomes assessable as resident in India in respect of the total income of any subsequent year, he may furnish to the ITO u/s 139 of the Income Tax Act, 1961 for the assessment year for which he is so assessable to the effect that the special provisions u/s 115C, 115I of the Income Tax Act, 1961 shall continue to apply to him in relation to the investment income derived from the foreign exchange asset being an asset of the nature referred to in sub clause (ii) to (v) of the said chapter shall continue to apply to him in relation to the assessment year and for every subsequent assessment year until the transfer of conversion (otherwise than by transfer) into money of such assets.

3. TO THE MUTUAL FUNDS: Any income of mutual funds set-up by public sector banks or public financial institutions or authorised by the Securities and Exchange Board of India will be exempted from Income tax, for their income from Investments in shares/ fully convertible debentures of the company subject to the provisions of Section 10(23D) of the Income tax Act, 1961 B. Wealth Tax Investments in shares of the company is exempt from levy of Wealth tax Act, 1957 C. Gift tax Gift of shares of the Company made on or after October 1, 1998 are not liable to gift tax.

PARTICULARS OF THE ISSUE Objects of The Issue The present issue of equity shares is being made - For expansion of manufacturing facilities at Electronic City, Bangalore To create additional marketing facilities and set up new corporate office at Bangalore To augment the long term working capital resources of the company To meet the expenses of the issue To list the equity shares of the company on the stock exchanges The main objects clause of the Memorandum of Association of the Company enables the Company to undertake the activities for which the funds are being raised and also for the activities which the company has been carrying on till date. Funding Requirements & Means of Finance (As estimated by the Company) To meet the objects of the issue, the Company estimates that the total requirement of funds will amount to Rs. 3691.65 lakhs, which would be as follows:

Funding Requirements (Rs. lakhs) Particulars Amount Expansion of manufacturing facilities at Electronic City, Bangalore 461.65 To create additional marketing facilities and set up new corporate office at Bangalore 1280.00 To Augment long term Working Capital resources 1500.00 Contingencies 150.00 Issue expenses 300.00 Total 3691.65 The project has not been appraised by any bank or financial institution

Means of Finance (Rs. lakhs) Public Issue ** Internal Accruals ** Total *** The company has not spent any amount till date on the above project.

1. Details of term loan/debentures outstanding from bank or financial institution is as follows- Name of Bank/Financial Institution Amount sanctioned (Rs in lacs) Rate of Interest (%) Amount outstanding (Rs in lacs) Security State Bank of India 55 13.26% inclusive interest tax payable quarterly 36.26 First charge on all assets procured under the said term loan together with collateral security by way of pari-passu charge on all Fixed Assets of the Company Development Investment Trustee Company Limited 200 10% 50 Pari passu charge on all immovable assets of the Company * Hypothecation of raw materials, present and future book debts and other assets, outstandings, receivables, invoices etc. and plant and machinery to the tune of Rs 5,45,000 created in favour of State Bank of India, Jayamahal Extension continues to be registered in the records of the Company. However, the underlying liabilities have already been discharged and the records are being updated. * Mortgage of land and building and hypothecation of plant and machinery at the factory premises to the tune of Rs 9.5 lakhs in favour of the Karnataka State Financial Corporation, continues to be registered in the records of the Company. However, the underlying liabilities have already been discharged and the records are being updated.

2. Working Capital Arrangements- Name of Bank Nature Working Capital Sanctioned (Rs. in lakhs) Interest Rate Balance as on date (Rs. In lakhs) State Bank of India Fund Based* Cash Credit 1000 14.53% PA with compounding at quarterly intervals 100 Non Fund Based LCs 1300 Bank Guarantees 200 Can Bank Factors Limited Factoring of Receivables 450 16.50% 28.60 * The advances are secured by hypothecation of stock of raw materials, SIPs, finished goods and receivables

Land & Building The company proposes to put up additional facilities at its existing factory land in Electronics City in Bangalore. The proposed expansion in would be located adjacent to the company's existing unit. The company had acquired land measuring 67954 sq. feet., out of which about 10433 sq. ft. has already been utilised for the existing capacity. The Company is planning to construct around 8000 sq.ft. of built up area in the existing Factory land at a cost of Rs.64.00 lakhs. The Company's factory is situated on land that is on lease cum sale basis from M/s KEONICS Limited. The 10 year lease has expired and M/s KEONICS Limited is yet to register the same in the favour of the Company.

Plant & Machinery The details of the major plant & machinery that would be installed are as follows - Sr. No. Description Supplier Date of Placement of Order Expected date of delivery Nos. Amount (Rs lacs) 1 Screen Printer SMS Associates Jul-00 Sep-00 1 11.79 2 Chip Shooter DVS Technology Jul-00 Oct-00 1 71.80 3 Pick & Place (Fine Pitch) Siemens Jul-00 Nov-00 1 174.00 4 Reflow Oven SMS Associates Jul-00 Sep-00 1 38.00 5 Through hole assembly enhancements Various 1 set 8.38 6 Utilities Various 1 set 9.35 Total 313.32 No problems are expected in procuring these items in terms of availability and time frames. The estimates are based on market conditions as perceived by MRO-TEK. The Company has already procured the necessary quotations and is in the process of placing order for the same. The Plant and Machinery are of reputed domestic and international brands and the Company would be procuring the equipment from the original manufacturers / accredited agents directly. The accredited agency firms supplying the above equipment are in no way related / connected to the Promoters / Directors of the company. The Company , its promoters and its Directors are not in any way interested in those firms that are supplying the equipment.

Testing Equipments The details of the testing equipments that would be installed are as follows S.No Item Supplier Date of placement of order Expected date of delivery Qty Value (Rs lacs) 1 Oscilloscope Agilent Tech Jul-00 Sep-00 4 6.40 2 Line Simulator Subex Jul-00 Sep-00 6 21.30 3 Frequency Counter Scientific & Industrial Equipment Company Jul-00 Sep-00 3 0.51 4 Multimeter Scientific & Industrial Equipment Company Jul-00 Sep-00 2 0.24 5 BERT RAD Jul-00 Sep-00 4 2.00 6 PC Estimated 8 3.20 7 19" Rack Estimated 4 0.60 8 Merge-2000 Merge July-00 Oct-00 1 3.15 9 Safety tester Estimated 1 3.15 10 Firebird Subex July-00 Oct-00 2 13.10 11 TAS Merlinhawk July-00 Sept-00 1 29.42 12 Custom test equipment Zyxel July-00 Sept-00 1 1.26 84.33 The above estimates are based on market conditions as perceived by MRO-TEK. The equipment's are of reputed domestic and international brands and the Company would be procuring the equipment from the original manufacturers / accredited agents directly. The accredited agency firms supplying the above equipment are in no way related / connected to the Promoters / Directors of the company. The Company, its Promoters and its Directors are not in any way interested in those firms that are supplying the equipment.

2. To set up a marketing office in Bangalore The Company proposes to set up additional marketing and corporate offices at Bangalore. The details of expenditure on the same are as follows- Particulars Amount (Rs Lacs) 1 Land and Building 740.00 2 Hardware and Software 200.00 3 Market Promotion Expenses 340.00 Total 1280.00

Land and Building The Company proposes to acquire approximately 50,000 sq.ft. of land near its Registered Office in Bangalore. The Company has already identified some places near its Registered Office and is in process of negotiations which is expected to cost Rs. 500.00 lakhs. The Company is planning to construct around 30000 sq.ft. of built-up area in the proposed land at the cost of Rs. 240.00 lakhs. Hardware and Software Office Equipment and Computers Additional Computers and Servers are anticipated for the Corporate and Marketing Office together with related OS and System Software. The Computers and standard Software would be procured from reputed suppliers like Compaq , Microsoft etc. No problems are expected in procuring these items in terms of availability and time frames. With respect to the Software, the company would after the feasibility study identify appropriate application packages suitable to market requirements. The total cost of the Office Equipments and Software is estimated at Rs.100.00 lakhs. The estimates are based on market conditions as perceived by MRO-TEK. The accredited agents / firms supplying the above equipment's are in no way related / connected to the Promoters / Directors of the company. The Company, its Promoters and its Directors are not in any way interested in those firms that are supplying the equipment. Office Automation and Software The company proposes to implement an Software which would be a complete Web - enabled Business to Business solution. The automation and Software is expected to bring all the business associates of the company on - line with respect to transaction information and schedules. The company is currently studying the feasibility and outlining the scope of the solution. No problems are expected in procuring these items in terms of availability and time frames. With respect to the Software the company would after the feasibility study identify appropriate application percentages suitable to meet its requirements. The total cost of the Office Automation and Software is estimated at Rs.100.00 lakhs. The estimates are based on market conditions as perceived by MRO-TEK.

Market Promotion Expenses The company would incur expenses in marketing and promotion of its products and services in India and in certain markets in the Middle East and South / East Asia. The details of the estimated cost for market promotion are as follows: Nature of expenses Amounts (Rs lacs) Product Advertisement and promotions 100.00 Seminar and Exihibitions 60.00 Dealer promotion and Cooperation budget 45.00 Marketing and Market Development costs 60.00 Foreign market promotion and development 75.00 Total 340.00

3. To Augment the long term working capital resources of the Company (as estimated by the Company) The company expects its revenues to grow at a Compounded Annual Growth Rate of about 102.5% for the next two years. The revenue growth would be driven by the growth in the internet sector. The revenue growth will result in increase in working capital requirements of the Company. The incremental working capital requirement is estimated to be Rs 28 crs. Receivables have been assumed at about 3 months. Inventories have been taken at two months of purchases while creditors have been taken at 1.5 months of purchases for the computation of working capital requirements. The details of the working capital needs as estimated by the Company are as follows: (Rs. lakhs) Particulars 30/09/99 (Actuals) 1999-00 (estimated) 2000-01 (estimated) Income/ Revenue 2960 10000 20000 Current Assets Receivables 1352 2500 5000 Inventory 1062 1175 2433 Other Current Assets 453 Total Current Assets 2867 Less : Current Liabilities and Provisions Total Current Liabilities and Provisions 1102 881 1825 Net Working Capital 1765 2794 5608 Incremental Working Capital over previous year - 2814 Proposed to be met through IPO proceeds 1500 Balance to be funded through bank/internal accruals 1314

The working capital requirements for FY 1999 have been financed through working capital facilities from State Bank of India (details given elsewhere) and through internal accruals. The estimates of working capital have not been assessed by any Bank/Institution and have been estimated by the Company. 4. Preliminary and Issue Expenses The Company estimates that the expenses related to the IPO will be to the extent of Rs. 300 lakhs. The issue expenses consist of underwriting fees, fees payable to the BRLM, selling commission, fees to the bankers to the issue, fees to escrow bankers, fees to the Registrars to the issue, printing and stationery expenses, advertising and marketing expenses and all other expenses for listing the equity shares on the stock exchanges. 5. Contingency The company has provided Rs 150 lacs to meet any increase in the cost of the project.

6. Schedule of Utilisation The proposed plan of utilisation is given below (Rs. lakhs) 2000-01 2001-02 Total Expansion of manufacturing facilities at Electronic City, Bangalore 461.65 461.65 To create additional marketing facilities at Bangalore 1160.00 120.00 1280.00 Contingencies 150.00 150.00 To Augment long term Working Capital resources 1500.00 1500.00 Issue expenses 300.00 300.00 Total 3421.60 270.00 3691.65 Proposed Fund utilisation pending deployment of issue proceeds: The funds raised from the issue will be utilised towards reduction in interest bearing liabilities such as loans. Any surplus thereafter will be utilised as deposit with banks for duration as may be necessary.

4. COMPANY AND MANAGEMENT BACKGROUND OF MRO-TEK LIMITED The Company was established by 2 first generation technocrat promoters in 1984 with the principal objective of carrying out networking computing. With an initial focus on trading and distribution of these products, they subsequently set-up manufacturing facilities having recognized the market potential of these products. Starting off with indigenously manufacturing line drivers and modems, today they offer an entire range of sophisticated and state-of-the-art WAN and LAN products. The Company has in its portfolio a wide range of products which enables it to offer complete end-to-end networking solutions. MRO-TEK has kept up with the quality standards and has been recognized as an ISO 9002 company. It has gained approvals of many quality institutions and all its products carry the certifications of several major industries, including the approval of TEC. MRO-TEK has an installed base of more than 2,50,000 data communications devices covering major public and private sector companies. MRO-TEK is one of the few Indian companies with a focus on solutions for data communications & networking and has established joint ventures and strategic alliances with leading international network and datacom companies to remain at the cutting edge of technology and marketing strength. The Company has 9 alliance partners ranging from technical partnerships, joint venture manufacturing, value-addition and after sales support services. MRO-TEK has around 37 channel partners in India with the Western and Southern parts of India being the major markets for their products. In October 1996, Nandi Investments Limited, Mauritius, a wholly-owned subsidiary of Commonwealth Development Corporation, has invested in 42.55% of the equity of the Company. This funded the creation of additional manufacturing facilities and growth in markets for the Company. In February 1998, Development Investment Trustee Company Limited (Information Technology Fund) invested Rs 200 lacs, by way of Debentures with equity warrants for conversion upto a maximum of Rs 150 lacs attached, conversion relating to which has been exercised in December 1999. The outstanding amount value of the Debentures after adjusting for conversion of the attached warrants aaggregates to Rs.50,00,000/- (Rupees fifty lacs only). The salient features of this investment were:-

10 per cent interest on the principal amount of the debentures conversion of the warrants into equity shares on or before June 15, 2000 pre-emptive right of DITCL to be issued and allotted equity shares in order to maintain its stake in the equity share capital of the Company. The company registered a turnover of Rs.350 million in 1999. The major clients were DoT, Indian Army, Satyam and Dishnet. The company has grown over 50 % per annum in the last five years commanding a 95 % market share in the 64KB digital modem segment, 50% in ISDN and related products and 10 % share of the multiplexer and dial up modem market

MAIN OBJECTS OF THE COMPANY The main objects of the company as per the Objects Clause of the Memorandum are: To manufacture assemble, fabricate, produce, repair, use, buy sell, hire, import, export, install, consult, deal in for consideration or otherwise in India or abroad all types of instruments such as Electronic, Electrical, Medical, Laboratory Test & Measuring, scientific, Process Control, Computers & Computer Peripherals, Nautical, Aeronautical , Survey , Optical Photgraphic, Chemical, Engineering, Surgical, Agriculture, Defence & Educational, Instruments, equipments, apparatus, appliances , devices, contrivances, components and their accessories individually and complete systems.

SUBSIDIARIES OF THE COMPANY The Company has no subsidiaries. PROMOTERS & THEIR BACKGROUND The Company was promoted by Mr.Sarangan Narayanan, the present Chairman & Managing Director and Mr.Himadri Nandi, the present Managing Director of the Company. Mr. SARANGAN NARAYANAN, 47, is a graduate in Electronics and Communication from College of Engineering, Guindy, Madras, having passed in the year 1974. Thereafter, in order to enrich his knowledge in the then 'not-so-developed' Electronic field in India, he went through a Diploma Course in TV Engineering. After finishing his diploma, he joined the R&D Division of Toshniwal Instruments Pvt Ltd., and thereafter, accepted an assignment in Marketing & Service Department of the same company, well into the technical and marketing fields of Instrumentation product line. He later joined the BPL group in Bangalore, at its initial inception stage and was largely responsible in successfully establishing an envious customer list for their Test and Measuring instruments. In 1981, he joined hands with Mr.Himadri Nandi, and went on to incorporate MRO-TEK, in the year 1984, initially as a Private Limited Company. Ever since inception of this Company, Mr.S.Narayanan has, taken the position of a Leader in this organization, responsible for

- identification of suitable products and technology - identification of the potential markets - aggressive marketing and commensurate after sales service - identification, grooming and development of 'right person for the right job' Mr.HIMADRI NANDI, 46, is a Post-graduate in Science from the prestigious Central College, Bangalore and an MBA from Bangalore University. In order to have an exposure of a high standard of Technical training, he joined National Aeronautics Limited (NAL) as a Research Assistant. His later stint with the Marketing Division of the BPL group in Bangalore, gave him adequate exposure, not only to specialize in the art of Techno-commercial marketing, but also in widening his horizon into various facets of management, including Administration and Finance. This provided the much needed impetus in his setting-out on his own with Mr.S.Narayanan, by promoting MRO-TEK in the year 1984. Right from the stage of inception of MRO-TEK Limited, Mr.H.Nandi, as partner in the 'think-tank', has taken the Company to its present level, providing all the 'back-office support', in terms of efficient Administration, Finance and all factory related activities, including Production.

The shareholding of the promoters is detailed below: Promoter No. of Shares % to pre issue capital Mr H Nandi 2,105,864 11.75 Mr S Narayanan 2,068,264 11.54 MRO-Marketing Pvt Limited 1,361,728 7.60

The promoters and directors do not have any interest / business dealings with the Company other than the following: 1) The details of the transactions between the company and the group company in the 12 months till December 31, 1999 are detailed below: Name of entity Nature of Transaction Total Amount RAD - MRO Manufacturing Pvt Limited Purchases Rs 127,028,642 2) Sundry Creditors as on September 30, 1999 include an amount due to RAD MRO amounting to Rs 1,30,18,032 GROUP COMPANIES RAD - MRO Manufacturing Limited Brief History RAD-MRO is a joint venture between M/s RAD Data Communications, Israel and MRO-TEK Limited. The Company is engaged in the manufacture of populated printed circuit boards. RAD-MRO was incorporated on April 23, 1997. Board of Directors Zohar Zizaphel Yehuda Zizaphel Efraim Wachtel S Narayanan H Nandi Philip Jerichower (Alternate Director to Zohar Zizaphel) Partha Mandal (Alternate Director to Yehuda Zizaphel) Shuva Mandal (Alternate Director to Efraim Wachtel) Shareholding Pattern Name No of shares % of shareholding RAD Data Communications, Israel 336600 51 MRO-TEK Limited 323400 49 Total 660000 100 Financial Highlights (Rupees) Financial Year 1997-98 1998-99 Share Capital 3600000 6600000 Reserves and Surplus Nil (974471) Turnover Nil 3410500 PAT Nil (974471) EPS Nil NA Book value Nil NA

MRO-Marketing Private Limited The Company was incorporated on August 6,1990. Initially the Company was incorporated with the main object of value added trading in data communication equipments. In June 1996 MRO-TEK took over the then running business of MRO-Marketing. Consequently MRO-Marketing suspended all its marketing activities. Board of Directors Shyamali Nandi Jayashree Narayanan Shareholding Pattern Name No of shares % of shareholding H Nandi 20850 36% S Narayanan 20850 36% B S Prabhakar 1500 3% K Lakshmi 1500 3% C S Ramakrishnan 1500 3% Shyamali nandi 4500 8% Jayashree Narayanan 4500 8% Usha Ramaswamy 1500 3% 56700 100.00% Financial Highlights (Rupees> Financial Year 1996-97 1997-98 1998-99 Share Capital 567000 567000 567000 Reserves and Surplus 3959781 4212591 4234592 Total Income 33101355 628047 500418 PAT (117485) 252810 493698 EPS NA 4.46 8.71 Book value 79.84 84.30 84.68

COMPANIES UNDER THE SAME MANAGEMENT U/S 370 (1B) OF THE COMPANIES ACT 1956 There is no company under the same management as that of the Company as per Section 370 (1B) of the Act. MANAGEMENT OF MRO-TEK LIMITED The company is managed by Chairman and Managing Director under the control and superintendence of Board of Directors Board of Directors Sr. No. Name, Designation in the Company, and Address Qualification Particulars of other Directorships 1. Mr.S.Narayanan, , Chairman and Managing Director No.12, CIL Layout, 'A' Block, Sanjaynagar, Bangalore - 560 094 B. E. (Electronics) RAD-MRO Manufacturing Ltd. 2. Mr H Nandi, Managing Director No 365, V Cross RT Nagar, 1st Block Bangalore - 560 032 MSc, DBA, MBA RAD-MRO Manufacturing Ltd 3. Mr Raj Vattikuty, Director, 4692 W. Wickford, Bloomfield Hills, MI 48302 USA days) M S (Engg) Complete Business Solutions (India) Ltd; Complete Business Solutions Inc, USA and Complete Multimedia Solutions (India) Private Ltd; Praja Inc, USA 4. Mr.Donald M Peck, Director, Thaper Niketan 74, Brunton Road, Bangalore - 560 025 B. A., PhD (Economics) Altus Organics Ltd. BPL Cellular Holdings Ltd CDC Advisors Pvt. Ltd. Precision Camshafts Ltd. International Auto Ltd. STI India Ltd. Infrastructure Development Finance Company Ltd. Satyam Infoway Ltd Preferred Brands Foods India Pvt. Ltd Tasty Bite Eatables Ltd. Probity Research & Services Pvt. Ltd. Icode Inc. Shree Rama Multi Tech Ltd. 5. Mr.Gopakumar Menon, Director 3007, 12 'B' Main HAL II Stage Bangalore - 560 008 B Com, PGDM ICODE Incorporated, Delaware, USA 6. Mr.Rahul Shah, Nominee Director IL&FS Venture Corpn. Ltd., Hoechst House, 16th Floor MUMBAI - 400 021 B Com, ACA Investment Trustee (West Bengal) Limited Investment Trustee (Maharashtra) Limited Investment Trustee (Rajastan) Limited Investment Trustee (Kerala) Limited Investment Trustee (Haryana) Limited Investment Trustee (Punjab) Limited Investment Trustee (Karnataka) Limited Investment Trustee (MP) Limited United Studios Limited Om Oil and Flour Mills Limited Pedder and Pedder Tiles Limited Supreme Vinyl Films Limited 7. Mr.Harry Minj (alternate to Rahul Shah) S-4, Paragan Residency 52, Serpentine Street Richmond Town Bangalore - 560 025 BSc, PGDM Nil Except as stated elsewhere in this Offer Document, there has been no pending litigation/ disputes against/with the directors or proceedings initiated against them for economic offences.

CHANGES IN BOARD OF DIRECTORS IN THE LAST THREE YEARS Name Date Of Appointment Date Of Change Particulars 1. Mr.E N Venkata Narayana 11 May 1998 Nominated by DITCL 2. Mr Rahul Shah 25 August 99 Appointed in place of Mr Venkata Narayana 3. Mr Harry Minj 25 August 99 Appointed as alternate director to Mr Rahul Shah 4. Mr.E N Venkata Narayana 25 August 99 Nomination withdrawn by DITCL 5. Mr.L R Venugopal 25 August 99 Resigned 6. Mr Raj Vattikuty February 7, 2000 Appointed

Key Managerial Personnel MRO - TEK is a professionally managed firm with a staff strength of over 100 core professionals. The Group is managed by General Managers in the areas of Technical Support, Commercial, Finance & Administration, Marketing and Business Development under the overall direction of Mr. Narayanan - the Chairman and Managing Director and Mr. H. Nandi the Managing Director. Key members of the team include - Mr.R.Mohan-Assistant Vice-President (Works) is an Engineering Graduate in Electronics and Communication. He has had post-qualification managerial experience in excess of 25 years. This includes a 7 year stint in DRDO, 5 years in DCM and 10 years in TVS Electronics Ltd. He has been with MRO-TEK since 1996. He is responsible for all the day-to-day operations which relate to the factory. This encompasses Production, Production Planning, Stores, Logistics and any other matters which concern factory administration such as labour. Mr.R.Ramaswamy - General Manager(Finance) & Company Secretary is a fellow member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. Mr.R.Ramaswamy has had nearly 25 years of experience in reputed Multi-National Companies in India. He has been with MRO-TEK since January 1998. Mr.R.Ramaswamy is responsible for all finance, secretarial, legal and administrative functions. Mr.M.C.Kumar-General Manager (Commercial) is an engineering graduate specializing in Electronics and Communication. He has had post-qualification managerial experience amounting to 22 years which includes 2 years with MRO-TEK. Prior to joining MRO-TEK Mr.M.C.Kumar is responsible for all the commercial operations of the company. This includes Logistics and the key area of relationship building with customers. Mr.C.S.Ramakrishnnan-General Manager (Marketing) has Graduated with Honours in Computer Engineering. He has been with MRO-TEK for the last 6 years. Prior to that he was with CMC for 3 years and with Aspect for a year. At MRO-TEK he is responsible for the distribution of products manufactured by it and its alliance partners. He is also responsible for all the day-to-day marketing activities pursued by the company. Mr.N.Mahesh Kumar- Assistant General Manager(Technical Support) is a Graduate in Computer Engineering. He has been with MRO-TEK for the last 5 years. Prior to that he was employed with CMC. Mr. Kumar is in-charge of the vital area of Product Development and Pre-Sale Activities. This encompasses the assessment of customer requirements, available infrastructure and provision of solutions. He has undergone extensive training in all technical issues at the plants of all the principals. Mr.U.Naveen Rao- Assistant General Manager(Marketing) is a Engineering Graduate. Mr.U.Naveen Rao has a total post-qualification managerial experience of 8 years of which 5 years have been with MRO-TEK. He assists Mr.C.S.Ramakrishnnan in the Marketing Division. Mr.K.Krishna Kumar- Assistant General Manager(Post Sales) is a Graduate in Electronics and Communications Engineering. He has been working for the last 8 years of which 5 years have been with MRO-TEK and the remaining 3 with CMC. He is responsible for all post-sales activities which include provision of on-site technical solutions, and post-warranty/after-sales technical service. Mr.S.Ashok- Product Manager is a Graduate in Electronics and Communication. Mr.S.Ashok assists Mr.N.Mahesh Kumar in product development and pre-sale activities undertaken by MRO-TEK. He has received intensive training in all technical matters at the plants of the principals. Mr.N.Madhava- Manager(Technical Support) is a Engineering Graduate in Computer Science. He has had a total of 10 years of work experience with the last 4 years in MRO-TEK. The company is in the process of identifying and hiring more senior executives as the business growth takes place. Technocrats with excellent expertise are willing to join the MRO - TEK team. He assists Mr.N.Mahesh Kumar in assessing customer needs and providing solutions as per the needs of the customer. The team described will play a crucial role in the implementation of the company's business strategies and achievement of the corporate goals in the following years. CHANGES IN KEY MANAGERIAL PERSONNEL IN THE LAST 12 MONTHS There has been no change in the key managerial personnel in the last 12 months CHANGES IN AUDITORS IN THE LAST THREE YEARS Name Date Of Appointment Date Of Change Rajgopal & Badrinarayan 28 September 1998 Narayanan Patil and Ramesh 28 September 1998 ORGANISATION STRUCTURE The organisation structure of MRO-TEK is detailed below:

BUSINESS OUTLOOK AND OPERATING ENVIRONMENT Networking is one of the fastest growing areas of business worldwide. With the integration of voice, data and video, the Networking business is undergoing a paradigm shift in terms of explosion of new technologies, capabilities and applications that are significantly changing our lives. In particular, the growth of mobile phones and Internet is revolutionizing the way we communicate and how business is conducted by not only the Networking equipment manufacturers and operating companies but also by the firms across the vertical markets of banking, insurance, finance, retail, etc. Wireless and Wireline Telephones, Pagers, PCs and Personal Digital Assistants (PDAs) are getting integrated in a unified network and in future their functions will merge.

The growth of Internet is driving the Networking business as never before, resulting in demand escalation for more bandwidth and telephone lines for improved access. Worldwide, privatization of Networking industry has taken strong roots and increased competitive activity is spearheading the demand for software intensive solutions to support ever-expanding customer requirements. New markets in Asia, Eastern Europe and Latin America are catching up in Telephone Density from 2 Lines per 100 to 50 lines per 100 population as commonly found in the developed world.

Changing market dynamics have also resulted in network vendor consolidation. Customers today expect to source most of their products and solutions from a single vendor, networking companies are acquiring each other or merging at an incredible rate. More important, the proliferation of new technologies is occurring faster than existing large vendors can handle, and time-to market pressures means that they are forced to acquire new product ranges rather than develop them in house. The opportunities for a company such as MRO - TEK are being driven by key technology trends that are already having a major impact on the backbone service provider / telecom service provider / Internet Service Provider and Enterprise networking markets. These technology trends and their impact on the market segments are summarized in the following paragraphs.

Voice Over Data Integration of networks and convergence of voice, video and data transmission is driving development of new products and services to cater to future customer demands. In addition, Internet is creating a host of new opportunities for companies. With the amount of traffic carried over the Internet is estimated to double every 100 days the total volume of data carried over the world's telecom infrastructure is likely to exceed that of voice in the next two years. As a result, telecom providers would be required to transform their infrastructure fundamentally from a circuit-switched networked designed to carry analog voice traffic and modified to carry data, to a packet-switched network designed and optimized for data that carries voice as just another data type.

Copper Enhancement Intensive competition and the high cost of laying fiber-optic and copper cables is forcing telecom companies in countries such as India to innovate and offer value-added services to their subscribers to retain market share. There is a need for these companies to migrate to new technologies and also enhance the capabilities of existing copper networks.

Next Generation Carriers With deregulation taking effect the world over, key industry trends have emerged in the telecom carrier market. While Mergers and acquisitions have enabled service providers to achieve global scale and enter new markets, smaller, local operators such as cable, electric and wireless firms are expected to emerge as providers of niche services. These are also expected to partner companies having greater telecom expertise and become competitors to the super-carriers. MARKET SEGMENTS India, China, Asia, Africa, East & Latin America have relatively poor telephone density. These markets are beginning to accelerate the growth of Telecom services. India is considered as a typical representation of the emerging markets in the countries mentioned above. BACKBONE SERVICE PROVIDERS / TELECOM SERVICE PROVIDERS The Telecom industry in India comprises of Public and Private sector operators and supported by Backbone service providers. The Department of Telecommunications (DoT) a Government of India undertaking, primarily operates the Basic Telecom network in India. DoT has made provision in its perspective plan for 1997-2007, to employ optical fiber technology in an extensive manner for the local, junction and long distance network.

Some facts about the Indian Telecom sector are mentioned in the table below: Growth rate of Networking network during 1991-97 (average) 16.5 % Expected demand during 1997-2007 at the same growth rate 67.4 Million new lines Expected supply from Private Sector 20.4 Million new lines Expected Supply from DoT 47.0 Million new lines Present telephone density (no. of telephones per 100 population) 1.5 Expected telephone density in 2007 * 9 Expected telephone density in rural areas by 2007 * 1 Source: Ernst & Young Report Note: * Subject to maintenance of current growth rate of GDP and Population

The National Telecom Policy of 1999 (NTP '99) envisages that in urban areas, PCOs (Public Call Offices) should be provided for every 500 persons. As a rough estimate, the urban population is likely to reach 300 Million by the year 2007. To provide an urban PCO within easy reach of every person, it is envisaged that 0.6 Million urban PCOs would be added during 1997-2007. The total number of urban PCOs as on March 31st , 2007 is expected to reach 1 Million. NTP '99 also plans to leverage the existing backbone network of public and private transmission companies such as BSES, Indian Railways, GAIL and ONGC for national long distance voice and data communication from January 1, 2000. This would include the setting up of Metropolitan Area Networks ( MAN) within metros and cities.

Private Basic Telephony Operators (BTO) The prime beneficiaries of this policy are basic telephone and cellular operators. In the past the private operators had to pay huge license fees, which took up 60% of their fixed costs. In contrast, under the NTP '99 basic operators are asked to give 15% of their revenues to the Government, and multiple players in each circle are permitted. Rules for interconnection and 'last mile' operation have also been relaxed. As per NTP '99 BTOs are free to offer long distance services from January 15, 2000. BTOs can also provide in the service area, all types of services including voice, non-voice and data while utilizing any type of network equipment that meet ITU/TEC standards. In addition BTOs can establish 'last mile' linkages within the service area.

New investment opportunities are likely to exist in this sub-segment, as to date only six of India's 20 circles have been licensed. Demand is growing by between 17-20% per year and India's tele-density is estimated to grow from around 2 now to 4 by 2002 and 9 by 2007.

Major Players Public Sector Department of Telecommunications (DoT): Operates local and long distance networks in the country except Delhi and Mumbai Mahanagar Telephone Nigam Ltd., (MTNL): Operates major networks of Delhi and Mumbai cities. Videsh Sanchar Nigam Ltd., (VSNL): Monopoly operator for India's international telecom network, viz., gateway exchanges, submarine cables, and satellite links

Private Sector Private basic services company Circle Connections (Sept. 1999)* Bharti Telenet Madhya Pradesh 25,000 since June 1998 Tata Teleservices Andhra Pradesh 5000 since end-1998 Hughes Ispat Maharashtra 9000, mostly top-end corporates, since end-1998 In addition to the above, Reliance Telecom, Essar Com-vision and Telelink Networks have recently begun operations in Gujarat, Punjab and Rajasthan respectively Source: Ernst & Young Report

Cellular Operators The industry is estimated to have grown by 12% to the tune of Rs 1,400 crore in 1998-99 as against Rs 1,250 in 1997-98. The raise in cellular rental is likely to substantially contribute to the revenues of operators this year and this may result in some metro operators reaching break-even. The subscriber base in circles will grow by 50 percent and is estimated is would increase the cellular penetration 15 lakh. Service providers are also expected to offer more value added services. Major Players

Cellular Operators	Estimated revenue in 1998-99 in Rs million
Hutchison Max	2333
Bharti Cellular	2472
BPL (Mumbai)	2416
Sterling Cellular	1692
BPL	1264
Birla AT&T	984
JT Mobile	820
Escotel	781
Tata Cellular	630
Spice Telecom	1480

Source: Ernst & Young Report ISPs & INTERNET Following NTP '99 the DoT has taken the initiative to build the National Internet Backbone (NIB)--a national network for Internet nodes over the length and breadth of the country and to provide connectivity to ISPs. This would consist of an 8MBPS optical fibre trunk network, covering initially 100 cities and towns, and progressively upgradable. Under this initiative the department and authorised ISPs will open Internet access nodes at all district headquarters and local charging of the service is expected to begin by 26 January, 2000. In addition towns with a population greater than 2 lakhs have been targeted for providing broadband access using technology such as Integrated Services Digital Network (ISDN). ISDN allows data and voice to be transmitted simultaneously across the world using end-to-end digital connectivity. With Internet available over ISDN from VSNL and other ISPs like MTNL and Satyam, the expected growth of the ISDN lines is around 50,000.