Megasoft Ltd has informed BSE that the Board of Directors of the Company at its meeting held on September 30, 2006, and after due deliberations, unanimously consented to approve in principal the amalgamation of Visualsoft Technologies Ltd with the Company, subject to the due diligence and valuation by in independent reputed accounting firm. The Board also believes that both the companies being listed and being widely held and actively trading on the Stock Exchange, the valuations are likely to be in line with the prevailing Market prices of both the companies and also in line with other regulatory guidelines governing such transactions. Megasoft Ltd has informed BSE that the Board of Directors of the Company at its meeting held on October 31, 2006, inter alia, has approved the amalgamation of VisualSoft Technologies Ltd with the Company at a stock swap Ratio of 5:8 i.e. five equity shares of Rs 10 each of the Company for every eight equity shares of Rs 10 each of VisualSoft, based on the recommendations of M/s Price Waterhouse and M/s Keynote, subject to necessary statutory approvals. (As per BSE Announcement website dated on 01/11/2006) Visualsoft Technologies Ltd has informed BSE that the scheme of amalgamation with Megasoft Ltd, was duly approved by the Board of Directors of the respective companies at the meeting held on September 30, 2006. As per the scheme of amalgamation approved by the respective Boards, the Appointed date is October 01, 2006. As per the scheme, with effect from the Appointed Date and up to and including the Effective Date, the Company shall carry on its business activities with reasonable diligence and business prudence on behalf of the Megasoft Ltd and shall conduct its business in the ordinary course consistent with past practice. Further, as per the scheme, the Company shall carry on and be deemed to have carried on its business and activities and shall hold and stand possessed of and shall be deemed to have held and stood possessed of the Undertaking of the Company on account of and in trust for the Megasoft Ltd. Further, as per the scheme, all the profits or incomes accruing or arising to the Company or expenditure or losses incurred by the Company shall for all purposes be treated and be deemed to be and accrue as profits or incomes or expenditure or losses of Megasoft Ltd. In view of the foregoing, the Company will submit it in this regard that since the appointed date in pursuance of the scheme of amalgamation is with effect from October 01, 2006, Megasoft Ltd, the transferee company has informed the company that the quarterly results of the Company for the quarter ended December 31, 2006, will be consolidated in the combined Audited Annual Accounts of Megasoft Ltd for the year ended December 31, 2006, which will be declared by Megasoft, the Transferee company, on or before March 31, 2007. Consequently, the Company, the transferor company will not consider the quarter results for the period ended December 31, 2006. (As Per BSE Announcement Website Dated on 18/01/2007) Visualsoft Technologies Ltd has informed BSE that the members of the Company at its court convened meeting by the Hon'ble High Court of AP held on January 25, 2007, have approved the Scheme of Amalgamation of the Company with Megasoft Ltd. (As Per BSE Announcement Website Dated on 25/01/2007) Megasoft Ltd has informed BSE that the equity shareholders of the Company at its court convened meeting held on January 22, 2007, have approved the Scheme of Amalgamation of VisualSoft Technologies Ltd with the Company. (As Per BSE Announcement Website Dated on 22/02/2007) Visualsoft Technologies Ltd has informed BSE that the Scheme of Amalgamation with Megasoft Ltd, has been approved by the Hon'ble High Court of Andhra Pradesh at Hyderabad. The Scheme of Amalgamation with Megasoft Ltd., has been approved by the Hon'ble High Court at Chennai. The effective date for the purpose, has been reckoned w.e.f. March 29, 2007. (As Per BSE Announcement Website Dated on 30/03/2007) SUB. :- Scheme of Amalgamation of VisualSoft Technologies Ltd. (Scrip Code 532214) Trading members of the Exchange are hereby informed that, Megasoft Ltd. has fixed the Record Date for VisualSoft Technologies Ltd. for the purpose of amalgamation of VisualSoft Technologies Ltd. with Megasoft Ltd. Trading members are advised not to deal in the equity shares of VisualSoft Technologies Ltd. with effect from the under mentioned date. COMPANY NAME CODE VisualSoft Technologies Ltd. 532214 RECORD DATE 09/05/2007 NO DEALINGS FROM 30/04/2007 DR-022/2007-2008 PURPOSE The Scheme of Amalgamation of VisualSoft Technologies Ltd. with Megasoft Ltd.: - Megasoft Ltd. will issue and allot to the shareholders of VisualSoft Technologies Ltd. in the ratio of FIVE equity shares of Rs.10/- each of Megasoft Ltd. for every EIGHT Equity Shares of Rs.10/- each held in VisualSoft Technologies Ltd. Trading Members of the Exchange are requested to take note of it. (As per BSE Notice dated on 23/04/2007) Trading members of the Exchange are hereby informed that the under mentioned new securities of Megasoft Limited (Scrip Code: 532408, ISIN No: INE933B01012) are listed and permitted for trading on the Exchange with effect from Thursday, May 31, 2007. Securities 1,24,84,800* Equity Shares of Rs.10/- each issued to shareholders of erstwhile Visualsoft Technologies Limited pursuant to the Scheme of Amalgamation of the Company. Dist. Nos. 31782494 to 44267293 * These shares are ranking pari-passu with the old equity shares of the company. 2. The brief particulars of the Scheme of Amalgamation are as mentioned below: a) The Scheme of Amalgamation of the company was approved by the Hon'ble High Courts of Chennai and Andhra Pradesh vide their orders dated March 27, 2007 and March 22, 2007 . b) Appointed Date: October 01, 2006. c) Effective Date: March 29, 2007. d) Date of Allotment: May 17, 2007. e) Exchange Ratio - For every 8 fully paid up equity shares of Rs.10/- each held in erstwhile M/s. Visualsoft Technologies Limited, 5 fully paid up equity shares of Rs.10 /- each of the company have been issued. 3. As per Exchange Notice No. 20070423-27 dated April 23, 2007, the transferor company viz. Visualsoft Technologies Limited has fixed "Record Date" as May 09, 2007 for giving effect to the Scheme and accordingly, trading in the shares of the said transferor company was stopped with effect from April 30, 2007. 4. The company's financial year ends on 31st December. (As per BSE Notice dated on 30/05/2007)