VISESHINFO

Visesh Infotecnics Limited has informed the Exchange that the Meeting of the Board of Directors of the Company was held on March 21,2005 to discuss and consider matter/s relating to issue of equity shares on preferential basis to Foreign Institutional Investors/ Financial Institutions/ Corporate Bodies and other investors apart from ESOP. The Board meeting concluded and decided the following: 1) The Board has decided to issue /offer and allot 10,00,000 Equity shares on Preferential Basis to M/s Duke Special Situations Fund, L.P. at a price of not less than Rs.32/- per equity shares including t

Visesh Infotecnics Limited has informed the Exchange that at the EGM of the company held on February 05, 2005 pursuant to the directions of the Hon'ble High Court of Delhi, the motion put forth before the meeting for the proposed merger of MPS Technosoft Ltd. with the Visesh Infotrecnics Ltd. was unanimously consented to by the members present.

Visesh Infotecnics Limited has informed the Exchange that the Hon'ble High Court of Delhi vide its order dt. December 16, 2004 has directed that the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company be held on February 05, 2005 for the purpose of considering, and if thought fit, approving with or without modifications, the arrangement embodied in the proposed Scheme of Amalagamation of MPS Technosoft Limited with Visesh Infotecnics Limited.

Visesh Infotecnics Limited has informed the Exchange that in view of Merger petition filed before the Hon'ble Delhi High Court, court has vide its order dt. December 16, 2004 directed the Company to convene the meeting of members of the company on February 05, 2005 for the purpose of considering and if thought fit, approving, with or without modification, the arrangement (Scheme of Amalgamation) proposed to be made between Visesh Infotecnics Limited (Transferee Company) and its shareholders and creditors and MPS Technosoft Limited (Transferor Company). In this regard, the BOD's of the company

Visesh Infotecnics Limited has informed the Exchange that pursuant to the company's petition for the change of registered office from the State of Karnataka to State of Delhi, company has received the Order of Company Law Board, Southern Regional Bench dated December 09,2004 confirming such change. The BOD's of the company at a Board meeting held on December 11,2004 took the said Order of CLB on record and decided to give effect to the change of office effective from December 11,2004, from State of Karnataka to State of Delhi from:325,CMH Road,Indiranagar,Bangalore-560038,Tel.No.:91-80-5698474

Visesh Infotecnics Limited has informed the Exchange that the BoD's of the company in their meeting held on October 05, 2004, considered and decided the following: (a) to hold the AGM of the company on November 04, 2004; (b) to close the Register of Members / Share Transfer Register from November 02, 2004 to November 04, 2004 (both days inclusive); (c) to shift the Registered Office of the company within the city of Bangalore with immediate effect to 325, CMH Road, Indiranagar, Bangalore - 560038, Tel No.: 91-80-56984748, Fax : 91-80-51133812, E-mail : bangalore@viseshinfo.com, (d) Further, Mr

Visesh Infotecnics Limited has informed the Exchange that the Company had made an application to ROC, Karnataka for extension of AGM for the year 2003-2004. In this regard, ROC, Karnataka have granted the Company extension for a period upto November 10, 2004 to hold AGM which was due to be held on September 30, 2004.

Visesh Infotecnics Limited has informed the Exchange that in the meeting of the BoD's of the Company, held on September 22, 2004, the Board decided to appoint Mr. Manmohan Gupta as an Additional Director of the company. In the same meeting Dr. Manoj Saxena has tendered his resignation to the Board from the office of Director of the company. The Board has accepted the same and taken on record the resignation from Directorship of the Company. The Company has further informed that pursuant to the company's application for voluntary delisting of Company's Equity Shares from Hyderabad Stock Exchang

Visesh Infotecnics Limited has informed the Exchange that the Board of Directors of the company at their meeting held on September 22, 2004 approved a scheme of amalgamation in accordance to sections 391 and 394 of Companies Act, 1956 between the company and MPS Technosoft Ltd. Pursuant to the said scheme, it is desired to amalgamate M/s. MPS Technosoft Ltd. into Visesh Infotecnics Limited and to issue 15 equity shares of Visesh Infotecnics Limited for every 20 equity shares held by the shareholders of MPS Technosoft Ltd. in that company.