Pratibha Industries Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 17, 2008, has considered and approved a Composite Scheme of Arrangement and Amalgamation between Pratibha Industries Ltd and Pratibha Shareholding Pvt Ltd and One Metro India Pvt Ltd and Pratibha Pipes & Structural Ltd and their respective shareholders and creditors (”the Scheme”). The salient features of the Scheme are as under:

1. Appointed Date for Composite Scheme of Arrangement and Amalgamation is April 01, 2007.

2. The Scheme envisages as follows:

a) The merger of Pratibha Shareholding Pvt Ltd and One Metro India Pvt Ltd into Pratibha Industries Ltd and

b) The demerger of HSAW Pipe Division of Pratibha Industries Ltd into Pratibha Pipes &
Structural Ltd.

3. Pursuant to the Scheme the exchange ratio is as follows:

a) 137 (One Hundred Thirty Seven) equity shares of Rs 10/- each of Pratibha Industries Ltd will be issued to the shareholders of Pratibha Shareholding Pvt Ltd for every 1 (one)
equity shares of Rs 10/- each held by them in Pratibha Shareholding Pvt Ltd; Accordingly 23,97,500 (Twenty Three Lacs Ninety Seven Thousand Five Hundred) equity shares of Pratibha Industries Ltd shall be issued;

b) 13 (Thirteen) equity shares of Rs 10/- each of Pratibha Industries Ltd will be issued to the shareholders of One Metro India Pvt Ltd for every 27 (Twenty Seven) equity shares of Rs 10/- each held by them in One Metro India Pvt Ltd; Accordingly 481,481 (Four Lacs
Eighty One Thousand Four Hundred Eighty One) equity shares of Pratibha Industries Ltd
shall be issued;

c) No shares will be issued by Pratibha Pipes & Structural Ltd pursuant to demerger scheme as it will become a wholly owned subsidiary of Pratibha Industries Ltd.

The share exchange ratio is based on the report of M/s. Dalal & Shah, Chartered Accountants.

4. The Scheme is subject to requisite consent, approval of the requisite majority of the shareholders, lenders, creditors of Pratibha Industries Ltd, Pratibha Shareholding Pvt Ltd, One Metro India Pvt Ltd and Pratibha Pipes & Structural Ltd, all the relevant stock
exchanges, the Bombay High Court, and the permission or approval of the Central Government
or any other statutory or regulatory authorities, which by law may be necessary for the
implementation of the Scheme.