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GEE Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 07, 2008, inter alia, has allot 5,00,000, Equity Shares of Rs 2/- each at a premium of Rs 33/- each upon conversion of Equity Share Warrants in the ratio of One Equity Share for every one Equity Share Warrant, to the following Non-promoter Body Corporate on a preferential basis as per terms of SEBI (DIP) Guidelines, from whom all the due amount thereof have been received fully, in cash, alongwith the respective conversion confirmation letter thereof, subject to conditions that such shares will not be sold / transferred / hypothecated until one year from the date of allotment of warrants:

- Venkatesh Shelter Pvt Ltd: 5,00,000 No of Shares Issued.

With reference to earlier announcement dated March 10, 2008 regarding Amalgamation of Ferroseal India Pvt Ltd, Filarc Eng Pvt Ltd, & Sagar Merchandise Pvt Ltd with the Company, GEE Ltd has informed BSE that the valuation of swap ratio as recommended by the Board at its meeting held on March 05, 2008 stands withdrawan.

The Company has now received the revised valuation report from M/s. Ford Rhodes Parks & Co., Mumbai, and Chartered Accountants.

The Board at its meeting held on March 15, 2008, after considering due diligence findings and valuation report as stated above, have approved (subject to necessary approvals) the swap ratio for amalgamation of above referred companies with the Company as under:

1. For Every 14(Fourteen) Equity Shares of Rs 10/- each of M/s Ferroseal India Pvt Ltd., 5 (Five) Equity Shares of Rs 2/- each of the Company.

2. For Every 14(Fourteen) Equity Shares of Rs 10/- each of M/s Filarc Eng Pvt Ltd., 5 (Five) Equity Shares of Rs 2/- each of the Company.

3. For Every 8(Eight) Equity Shares of Rs 10/- each of M/s. Sagar Merchandise Pvt Ltd., 5 (Five) Equity Shares of Rs 2/- each of the Company.

In the result on approval of scheme by Hon’ble Court and other regulatory authorities the
Company shall allot 3,57,143 Equity Shares to the shareholders of Ferroseal India Pvt Ltd, 3,57,143 Equity Shares to the share holders of Filarc Eng Pvt Ltd and 1,87,500 Equity Shares to the shareholder of Sagar Merchandise Pvt Ltd. As such the Company’s equity shall increase by 9,01,786 Equity Shares.

The Board has further approved the draft scheme of amalgamation.

With reference to the earlier announcement dated March 05, 2008 regarding the “Swap Ratio” for amalgamation of Ferroseal India Pvt Ltd, Filarc Engineers Pvt Ltd & Sagar Merchandise Pvt Ltd with the Company, Gee Ltd has informed BSE that due to certain material and relevant issues that were inadvertently overlooked at the time of preparing the valuation report by M/s. Ford, Rhodes, Parks & Co., the Board has decided to supersede the resolution passed on March 05, 2008 approving a draft scheme of amalgamation of Ferroseal India Pvt Ltd, Filarc Engineers Pvt Ltd and Sagar Merchandise Pvt Ltd with Gee Ltd.

The Company has asked M/s. Ford, Rhodes, Parks & Co. to prepare a fresh valuation report.

Further the Board has called a meeting on March 15, 2008 to approve the draft scheme of amalgamation of Ferroseal India Pvt Ltd, Filarc Engineers Pvt Ltd and Sagar Merchandise Pvt Ltd with Gee Ltd after incorporating the share swap to be recommended in the fresh report.

GEE Ltd has informed BSE that the Board of Directors of the Company at its meeting held on March 05, 2008, after considering due diligence findings and valuation report dated March 03, 2008 of Ford Rhodes Parks & Co., Mumbai, Chartered Accountants have approved (subject to necessary approvals) the swap ratio for amalgamation of Ferroseal India Pvt Ltd, Filarc Eng. Pvt Ltd & Sagar Merchandise Pvt Ltd with the GEE Ltd as under:

1. For Every 14.70 Equity Shares of Ferroseal India Pvt Ltd of Rs 10 each, 5 Equity Shares of GEE Ltd of Rs 2 each.

2. For Every 14 Equity Shares of Filarc Eng. Pvt Ltd of Rs 10 each, 5 Equity Shares of GEE Ltd of Rs 2 each.

3. For Every 7.37 Equity Shares of Sagar Merchandise Pvt Ltd of Rs 10 each, 5 Equity Shares of GEE Ltd of Rs 2 each.

In the result on approval of scheme by Hon’ble Court and other regulatory authorities the
Company shall allot 3,40,135 Equity Shares to the shareholders of Ferroseal India Pvt
Ltd, 3,57,145 Equity Shares to the share holders of Filarc Eng Pvt Ltd and 2,03,530

Equity Shares to the shareholder of Sagar Merchandise Pvt Ltd. As such the Company’s

equity shall increase by 9,00,810 Equity Shares of Rs 2 each.

The Board has further approved the draft scheme of amalgamation.

GEE Ltd has informed BSE that a meeting of the Board of Directors of the Company will be held on March 05, 2008, inter alia, for considered approval of the Draft Scheme of Amalgamation of Ferroseal India Pvt Ltd, Filarc Engineers Pvt Ltd & Sagar Merchandise Pvt Ltd with the Company (Subject to necessary approvals).

GEE Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 27, 2008, inter alia, has allotted 5,00,000, Equity Shares of Rs 2/- each at a premium of Rs 33/- each upon conversion of Equity Share Warrants in the ratio of One Equity Share for every one Equity Share Warrant, to the following Non-promoter Body Corporate on a preferential basis as per terms of SEBI (DIP) Guidelines, from whom all the due amount thereof have been received fully, in cash, along with the respective conversion confirmation letter thereof, subject to conditions that such shares will not be sold / transferred / hypothecated until one year from the date of allotment of warrants:

- Name of Allottee: Pan Emami Cosmed Ltd
No. of Shares Issued: 500,000.