Kothari Products Ltd has informed BSE that the Board of Directors of the Company at its meeting held on August 25, 2007, has approved the proposal for scheme of arrangement between the Company and Pan Pang India Ltd., for demerger of Pan Masala Division, Bevarages Division and Trading Division into Pan Parag India Ltd., subject to approval of the Stock Exchanges, its shareholders and the Hon'ble High Court and the necessary approvals under various statutes. Further the Company has informed that, the Board of Directors has also approved valuation report of M/s. Haresh Upendra & Co. Chartered Accountants, recommending exchange ratio of 1 Equity Share of Rs 10/- each of Pan Pang India Ltd for every 1 Equity Share of Rs 10/- each held by the shareholders in the Company. The Scheme of Arrangement provides for the exit to small Shareholders holding Equity Shares in Physical Form. With reference to the earlier announcement dated February 22, 2008, Kothari Products Ltd has now informed BSE that as per the directions of the Hon'ble Allahabad High Court, meeting of the shareholders & creditors of the Company was held on March 15, 2008 and they have unanimously approved the scheme of demerger. (As per BSE Announcement Website dated on 18/03/2008) Kothari Products Ltd has informed the Exchange that the Hon'ble High Court of Allahabad at its hearing held on 16th September, 2008 approved the Scheme of Arrangement between Kothari Products Limited (KPL) and Pan Parag India Limited (PPIL), the Resulting Company for demerger of Pan Masala Division, Beverages Division & Trading Division of KPL into PPIL. The certified copy of the order dated 16th September, 2008 of the Hon'ble High Court of Allahabad has been filed electronically by KPL & PPIL with Registrar of Companies, UP & Uttranchal on November 18, 2008. Further as per the Scheme it will become effective from the date of filing of the relevant order with the Registrar of Companies. The appointed date as per the scheme is also date when the order of the court sanctioning the arrangement is filed with the concerned Registrar of Companies. Hence the appointed date and effective date as per the aforesaid Scheme and order is 18th November, 2008. (As per NSE Bulletin dated on 19/11/2008) SUB. :- Scheme of Arrangement of Kothari Products Ltd. (Scrip Code 530299) Trading members of the Exchange are hereby informed that, Kothari Products Ltd. has fixed the Record Date for the purpose of determining entitlement to the shareholders of the company pursuant to the Scheme of Arrangement of the company. COMPANY NAME CODE Kothari Products Ltd. (530299) RECORD DATE 11/12/2008 PURPOSE Scheme of Arrangement: - Demerger of Pan Masala Division, Beverages Division & Trading Division of Kothari Products Ltd. which will be transferred and vested into Pan Parag India Ltd. (an Unlisted Company) Upon coming into effect of the Scheme, Pan Parag India Ltd. will issue and allot in the ratio of 10 (TEN) 6% Non Cumulative Redeemable Non Convertible Preference Shares of Rs.10/- each credited as fully paid up of Pan Parag India Ltd. for every 1 (ONE) Equity Share of Rs.10/- each held in Kothari Products Ltd. EX-ENTITLEMENT DATE 03/12/2008 DR-169/2008- 2009 The scrip will be No Delivery from 03/12/2008 (DR-168/2008-2009) to 10/12/2008 (DR-172/2008-2009). (As Per BSE Notice Dated on 24.11.2008)