Comp U Learn Tech India Ltd has informed BSE that an Extra Ordinary General Meeting (EGM) of the members of the Company will be held on February 27, 2008, inter alia, to transact the following business:

1. To approve the change in control of the management of the Company under Regulation 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations 1997 by designating Mr. Gottipati S S Prasad and Mr. Pinnamaneni Jagadeesh Babu as the promoters, of the Company to have control over the Company and its management in replacement of the existing promoters having control over the Company.

(This resolution to be passed by the shareholders by way of Postal Ballot).

2. To appoint Mr. Gottipti S S Prasad as a Director of the Company whose office shall be liable to determination through retirement by rotation.

3. To appoint Mr. Pinnamaneni Jagadeesh Babu as a Director of the Company whose office shall be liable to determination through retirement by rotation.

4. Appointment of Mr. K S Rao, as the Managing Director of the Company for a period of 5 years effective from January 17, 2008 on remuneration terms & conditions.

5. To increase the existing Authorized Share Capital of the Company from Rs 15,00,00,000 (Rupees Fifteen crores only) to Rs 50,00,00,000 (Rupees Fifty Crores only) by creation of further Rs 350,00,000 (Three Crore and Fifty lakh) equity shares of Rs 10/- each and consequential amendments in the Memorandum of Association of the Company.

6. To offer, issue and allot on a preferential basis 30,00,000 (Thirty Lakhs) Equity Shares of Rs 10/- each at a price of Rs 17.50/- per share (Inclusive of a premium of Rs 7.50/-) for cash amounting to Rs 5,25,00,000/- (Rupees Five Crores Twenty Five lakhs only). AND 35,00,000 (Thirty five lakhs) Equity Share Warrants of Rs 10/- each at a price of Rs 17.50/- per equity share warrant (Inclusive of a premium of Rs 7.50/-) for cash amounting to Rs 6,12,50,000/- (Rupees Six Crores Twelve Lakh fifty thousand only) on the following principal terms and conditions and in such manner as the Board may deem fit, subject to necessary provisions & approvals.

7. To create, offer, issue and allot, equity shares, debentures, bonds, instrument which is fully or partly convertible into Equity Shares, warrants whether in Indian Rupee or any foreign currency (”Securities”), secured or unsecured, or any other instruments to any person, whether or not the members of the Company, including the Promoters of the Company, their, Friends, Relatives &Associates, Business Associates, employees (including directors & workers) of the Company and its group companies, Corporate Bodies, Mutual Funds, Financial Institutions, Banks, Foreign Institutional Investors, Non Resident Indian, Foreign Nationals, Insurance Companies, Pension Funds, Portfolio Managers, etc., by way of public Issue, Right issue, Global Depository Receipts (GDR), American Depository Receipts (ADR), Foreign Currency Convertible Bonds (FCCBs), reservation on competitive basis, reservation on firm allotment basis private placement. preferential allotment basis or a combination thereof at such price or prices so however that the total amount raised through the aforesaid Securities shall be up to US $25 Millions or its rupee equivalent and on such terms and conditions or in such manner as the Board may in its absolute discretion think fit, and/or other entities and/or to such other persons whether or not such entitles or persons or members of the company by way of Public Issue and/or Rights Issue and/or Private Placement or any one or more or a combination of the above methods through prospectus and/or letter of offer or otherwise at such subscription or issue price or prices whether below or above the market price or prices with or without premium on such terms and conditions as may be decided by the Board including the terms of issue as to the price and entities/persons to whom such shares may be issued and, and on the terms and conditions and matters connected therewith in consultation with the Lead Managers, Advisors and/or such other persons and on such terms and conditions including the ratio in which such Securities may be offered issued and allotted to the existing shareholders. The number of Securities to be issued, face value of the Securities, rate of interest, premium, number of equity shares to be allotted on conversion, Precise of rights attached with warrants, ratio of exchange of shares and/or warrants and/or any other financial Instruments period of conversion, fixing of record date or book closure and other related or incidental matters, subject to necessary provisions & approvals.

8. To alter the Articles of Association of the Company.

9. To increase the limit of investment by Foreign Institutional Investors (FIIs) including their sub accounts registered with SEBI in the equity shares of the Company, either by direct purchase or acquisition from the open market under the Portfolio Investment Scheme under FEMA, from 24% to 49% of the paid-up Equity Share Capital of the Company, subject to necessary provisions & approvals.