Intimation of the Outcome of Board Meeting held on November 13, 2008 for calling GDR

A meeting of the Board of Directors of the Company was held on Thursday, November 13, 2008 at 11.30 a.m. at the Registered Office of the Company and considered the business expansion plans and funds that would be required to be raised in this process, etc.

In continuation to business expansion plans, the Board in its meeting held on November 13, 2008 discussed about the initiatives of the management in identifying a foreign based company engaged in related business and to acquire the same for business expansion plans.

The Board being aware, discussed that KTL had earlier obtained approval from the shareholders for issue of Global Depository Receipts (GDRs) and / or American Depositary Receipts (ADRs) convertible into equity shares / Foreign Currency Convertible Bonds (FCCBs) convertible into depositary receipts with underlying equity shares, upto US$ 25 million in the Extra-ordinary General Meeting held on March 3, 2008 and subsequently obtained in-principle approval from the Exchange (BSE) on April 15, 2008 at a price of Rs. 5.25/- per underlying equity share, as calculated as prescribed by the Ministry of Finance, the "relevant date" being March 3, 2008, the date of EGM held.

Due to the current market conditions, the Board after discussions decided to re-price the underlying equity shares to be issued in conformity with the current market price of the company and for re-pricing of the underlying equity shares the "relevant date" for arriving at the new share price as prescribed by the Ministry of Finance need to be changed.

The Board after discussions on re-pricing of the underlying shares recommended and approved the issue of Global Depository Receipts (GDRs) and / or American Depositary Receipts (ADRs) convertible into equity shares, foreign currency convertible bonds (FCCBs), convertible into depositary receipts with underlying equity shares / equity shares for an aggregate sum of up to US$ 30 million or equivalent in Indian / or any other currency (ies) with such premium as may be appropriate, directly for acquisition of foreign company (ies) that would be identified by the management and decided to issue Global Depository Receipts (GDRs) and / or American Depositary Receipts (ADRs) convertible into equity shares, foreign currency convertible bonds (FCCBs), convertible into depositary receipts with underlying equity shares / equity shares on a back to back basis for such acquisition or to foreign / non-resident investors, through Public Issue(s), Private Placement(s), preferential allotment(s) by way of cash or stock swap or towards acquisition of business or a combination thereof at such time or times in such tranche or tranches at such price or prices at a discount or premium to market price or prices in such manner and on such terms and conditions as may be deemed appropriate by the Board at the time of such issue or allotment considering the prevailing market conditions and other relevant factors, wherever necessary in consultation with the Lead Managers, Underwriters, advisors or including by way of Initial Public Offer in US or other countries, so as to enable the Company to get listed at any Stock Exchange in India and / or Luxembourg / London / New York / Singapore / Hong Kong Stock Exchange and / or any of the Overseas Stock Exchanges."

The Board further discussed on the requirement of holding an extra-ordinary general meeting for approval of shareholders in this regard (issue of GDRs / ADRs / FCCBs) and decided to convene Extra-ordinary General Meeting on December 8, 2008 at 12.15 Noon and approved the notice of the Extra-ordinary General Meeting, which would be for approval of re-pricing of the underlying shares upon issue of GDRs / ADRs / FCCBs.