Kesar Petroproducts Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on March 10, 2008, inter alia, to transact the following Special Business:

1. In accordance with the Order of the Hon’ble Board of Industrial and Financial Reconstruction passed on August 17, 2007 sanctioning the Scheme of Rehabilitation in accordance with the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, and subject to necessary provisions and approvals, to accord consent to the Board for :

(a) Reducing the value of the existing fully paid up 2,67,31,735 Equity Shares of Rs 10/- each aggregating to Rs 26,73,17,350/- (Rupees Twenty Six Crores Seventy Three Lakhs Seventeen Thousand Three Hundred Fifty only) into the said fully paid up Equity Shares of the face value of Re 0.10 each (Ten Paise only) and by issuing and allotting 2,67,317 new Equity Shares of Rs 10/- each or such number of the said Shares as may be required to be so issued and allotted to the nearest integer in the ratio of One new Equity Share of Rs 10/- each for every 100 (One Hundred) existing Equity Shares of Rs 10/- each, the holders of less than 50 existing Equity Shares not being entitled to and thus not being allotted any new Equity Shares and the holders holding more than 50 existing Equity Shares being entitled to and allotted One new Equity Share of Rs 10/- each.

(b) The Equity Shares of Rs 10/- (Rupees Ten only) each shall be cancelled in the proportion of 99% of the number of Equity Shares held by each Equity Shareholder, held on the Record Date the Company shall determine in consultation with the Listing Agreement with the Stock Exchange where the Company’s Shares are Listed (but remain suspended due to non-filing of- periodical returns with BSE) subject to the terms of cancellation of Equity Share fractions as given hereunder

(c) Such cancellation and re-issue and allotment shall take effect on the date of passing of the Special Resolution and the said Resolution being filed with Registrar of Companies, Maharashtra at Pune in due time.

(d) Upon the said Special Resolution becoming effective the Board shall determine the time within which the said cancellation of the existing said Shares and said re-issue and allotment of the new Equity shares to the existing Shareholders ignoring fractions i.e. the holders of less than 50 Shares not being entitled to and thus not being allotted any new Equity Shares and the holders holding more than 50 Shares being entitled to and being allotted one new Equity Share of Rs 10/- each shall take effect Without payment for the said Equity Shares in cash in consultation with and approval of the Stock Exchange

(e) The new Equity Shares allotted to each existing Equity Shareholder after such cancellation and re-issue and allotment as aforesaid shall be deemed to have been allotted in lieu of the existing Shares held as on the Record Date without any alterations to the rights attached thereto and shall rank pari passu in all respects including the entitlement to receive dividend with the Equity Shares to be issued and allotted to the new (incoming) promoter group, and

(f) The new Equity Shares so allotted shall continue to be listed and traded on the BSE.

2. In accordance with the Order of the Hon’ble Board of Industrial and Financial Reconstruction passed on August 17, 2007 sanctioning the ‘Scheme of Rehabilitation’, in accordance with the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985, and consequent upon the passing of the Special Resolution for reduction of paid-up Equity Share Capital, supra, and subject to necessary provisions and approvals, to accord consent to the Board for :

(i) The issue and allotment of 90,00,000 (Ninety Lakhs) Equity Shares of Rs 10/- each (Rupees Ten only) aggregating to Rs 9,00,00,000/- (Rupees Nine Crores only) at par in one or more trenches and either as fully paid up or as partly paid-up to the new promoter group in accordance with the Listing Agreement with the Stock Exchange where the Company’s Shares are Listed (but remain suspended due to non-filing of periodical returns with BSE)

(ii) Such issue and allotment shall take effect on the date of passing of the Special Resolution and the said Resolution being filed with Registrar of Companies Maharashtra at Pune in due time

(iii) Upon the said Special Resolution becoming effective, the Board shall determine the time within which the said issue and allotment of the said new Shares shall take place in consultation with and approval of the Stock exchange

(iv) The new Equity Shares allotted to each new Equity Shareholder of the new promoter group, as aforesaid, shall be deemed to have been allotted in lieu of cash on a Date to be decided by the Board of Directors, and the said new Equity Shares shall rank, pari passu, in all respects including the entitlement to receive dividend with the Equity Shares to be issued and allotted to the existing Equity Shareholders in terms of and in accordance with said Order of BIFR.

(v) The said new Equity Shares so allotted shall be listed and traded on the Bombay Stock Exchange.