To consider the possibility of Merger of IT & T Learning Solutions Ltd., wholly owned subsidiary of the company with the company.Mr. Rohitasava Chand informed the Board that M/S Avandus merchant bankers specializing in mergers and acquisations were appointed as the independent valuers to value the companies and determine the SWap Ratio for the three Companies IT&T Ltd. Axis Computers (India) Pvt. Ltd. and IT &T learning Solutions Ltd. The Company has informed that the Court has directed that a meeting of the shareholders of the Company (Transferee Company) be held on January 29, 2005 for the purpose of considering, and if thought fit, approving, with or without modification, the compromise or arrangement proposed to be made between the Transferee Company and IT&T Learning Solutions Ltd (Transferor Company No. 1) & Axis Computers (India) Private Ltd (Transferor Company No. 2). (As per BSE Bulletin dated on 13/01/2005) The company has informed that the Hon'ble High Court of Delhi was pleased to order the merger of Axis Computers (India) Pvt. Ltd., and IT&T Learining Solutions Ltd., with the company in the hearing on 12/07/2005. The Hon'ble High Court of Delhi has ordered that the appointed date would be the date of passing of order i.e. 12/07/2005. (As per BSE Bulletin dated on 14/07/2005) Trading members of the Exchange are hereby informed that the under mentioned new securities of Axis- IT&T Ltd. (Scrip Code: 532395, ISIN No: INE555B01013) are listed and permitted for trading on the Exchange with effect from Tuesday, July 11, 2006. Securities 42,02,000*Equity Shares of Rs.5/- each issued to the shareholders of erstwhile Axis Computers (India) Pvt. Ltd. pursuant to Scheme of Amalgamation of the Company. Dist. Nos. 15487161 to 19689160 * These shares are ranking pari-passu with the existing equity shares of the company. 2. Trading members may please note that 10,50,500 equity shares of the Company bearing distinctive nos. as mentioned below are under lock-in for a period upto August 31st, 2009 and therefore these shares would not be good delivery in the market till then. The company has confirmed that the share certificates have been enfaced with a stamp regarding its non-transferability. Distinctive number Number of shares From To 15921221 16657050 735830 18923341 19238010 314670 TOTAL 1050500 3. 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 Court of Delhi vide its Order dated 12th July, 2005. b) Appointed Date: 12th July, 2005 c) Date of Allotment: 7th December 2005 d) Exchange Ratio - For every 1 equity share of Rs.5/- each held in erstwhile Axis Computers (India) Pvt. Ltd. 11 equity share of Rs.5/- each of the company has been issued.No new shares are issued for the amalgamation of IT&T Learning Solutions Ltd. as this company is a wholly owned subsidiary of the company. 4. The company's financial year ends on 31st March. (As per BSE Notice dated on 10/07/2006)