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With reference to the earlier announcement dated May 13, 2008 about Board resolution passed on May 12, 2008, Elpro International Ltd has now informed BSE that the resolution was for “3,95,000 Convertible warrants of Mavi Investment Fund Ltd to be converted into equivalent number of Equity shares of Rs 10/- each” and not “4,40,000 Convertible warrants of Mavi Investment Fund Ltd to be converted into equivalent number of equity shares of Rs 10/- each”

The correct resolution should be read as follows:

- “Pursuant to receipt of balance 90% of subscription money and a request letter from Mavi Investment Fund Ltd and in terms of section 81 (1A) of the Companies Act and other applicable provisions, if any, of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company 395000 Convertible warrants of Mavi Investment Fund Ltd be converted into equivalent number of Equity shares of Rs 10/- (Rupees Ten Only) each at a premium of Rs 601/- (Rupees Six Hundred and One Only). Shall rank pari passu to the existing shares of the Company.”

Elpro International Ltd has informed BSE that the Board of Directors of the Company at its meeting held on May 12, 2008, inter alia, has passed the following resolution:

- Pursuant to receipt of balance 90% of subscription money and a request letter from Mavi Investment Fund Ltd and in terms of section 81(1A) of the Companies Act and other applicable provisions, if any, of the Companies Act, 1956 and in accordance with the provisions of Articles of Association of the Company 440000 Convertible warrants of Mavi Investment Fund Ltd be converted into equivalent number of Equity shares of Rs 10/- (Rupees Ten Only) each at a premium of Rs 601/- (Rupees Six Hundred and One Only), shall rank parri passu to the existing shares of the Company.

Elpro International Ltd has informed BSE that the Company would publish audited financial results for the entire financial year 2007-08 on or before June 30, 2008 i.e. within 3 months from the end of the last quarter.

In view of above, the Company will not be publishing the un-audited financial results for the quarter-ended March 31, 2008 on or before April 30, 2008.

Elpro International Ltd has informed BSE that the circular resolution passed by the Board of Directors of the Company held on April 24, 2008, pursuant General body resolution passed through postal ballot as on April 04, 2008, the Company has received 10% of the consideration of warrants from all the investors. The Board of Directors to make note of this and approve the Circular Resolution in order to ensure allotment of Warrants to concerned investors.

“Pursuant to general body resolution dated April 04, 2008 approving issue and allotment of 11,00,000 warrants convertible into equivalent number of equity shares to strategic investors, approving the said issue of warrants and further on acknowledgement of receipt of 10% of the total consideration upfront received from the allotees as required by Chapter XIII Guidelines for Preferential Issues under SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to time, 11,00,000 convertible warrants by allotted to the strategic investors as follows:

1. Mavi investment Fund Ltd - 4,40,000 Warrants

2. Elara India Opportunities Fund Ltd - 4,40,000 Warrants

3. India Max Investment Fund Ltd - 2,20,000 Warrants

at an issue price of Rs 611. The said warrants shall be convertible any time within 18 months from the date of allotment at the option of the warrant holder.”

Elpro International Ltd has informed BSE that in the limited review report of the Company for the quarter ended December 31, 2007, the Auditors of the Company have made the following observations:

“1. As stated in Note 3 to the Statement, the provision for income taxes / deferred will be made at the end of the financial year. The effect for the quarter and for nine months period has not been quantified.

2. Segment wise capital employed as at December 31, 2007 has not been disclosed in the statement.

3. The Company has not accounted for any liability for the quarter and for nine months period in respect of employee benefits as per the Accounting Standard 15 (Revised 2005) - Employee Benefits, the amount of which has not been quantified.

4. The Company has incurred various expenditure on development of its real estate project. The said expenditure has not been allocated between capital work in progress and construction work in progress and the entire expenditure is carried forward under capital work in progress. The expenditure incurred on construction work in progress has therefore not been disclosed under the appropriate heads under ‘Total Expenditure’. This however has no impact on the net loss for the quarter.

5. During the quarter, the Company has incurred an expenditure of Rs 402.25 lacs towards loan arrangement fess. The said expenditure has been carried forward as an asset and has not been allocated between capital work in progress, construction work in progress and revenue expenditure. In the absence of such allocation, the auditors are unable comment on the impact of such non-allocation on the loss for the quarter.

6. There has been a shortfall of approximately Rs 43 lacs (net) in providing for expenditure under various heads. Had these provisions been made, the total expenditure for the quarter and nine months period would have been Rs 708 lacs and Rs 2,319 lacs respectively and the Net loss for the quarter and nine months period would have been Rs 438 lacs and Rs 900 lacs respectively. The earning per share for the quarter and nine months ended would have been Rs (12.31) and Rs (25.30) respectively.

7. The Company has not published information in respect of its consolidated turnover, net loss after tax and earning per share.”