Changes in Management Consequent to the Restructuring

This is to inform that subsequent to the demerger of the publishing business of Macmillan India Limited (MIL) into Macmillan Publishers India Ltd (MPIL), Mr Rajiv Beri has been appointed Managing Director of MPIL and Mr Rajiv Seth has been appointed Managing Director of MIL. Mr Rajiv Beri will continue to be a member of the Board of MIL as a non-executive director. Also Mr S Chandrasekhar has been appointed as the CFO of MPIL and Mr Gautam Mukherjee has been appointed as the CFO of MIL. All these changes are with effect from 22nd October, 2008. Henceforth MIL will function without the domestic publishing business and will focus on providing publishing services to export customers.”

Subject : Scheme of Arrangement
The Honourable Madras High Court has conveyed its approval to the Scheme of Arrangement involving the merger of two wholly owned subsidiaries (a) Charon Tec Ltd & (b) Macmillan –ICC Publishing Solutions Pvt Ltd and demerger of the publishing business and undertaking of the Company into Macmillan Publishers India Ltd , as approved by the shareholders at the Court convened Meeting held on 2nd August, 2008.

Sub : Court Convened Meeting on 2nd August 2008 – Scheme of Arrangement
The Court Convened Meeting of the Equity Shareholders of the Company was held on 2nd August, 2008, as directed by the Honourable High Court of Madras to consider the Scheme of Arrangement involving (A) Amalgamation of Macmillan- ICC Publishing Solutions (Private) Limited and Charon Tec. Limited with Macmillan India Limited & (B) Demerger of Publishing Business Undertaking and Business of Macmillan India Limited into Macmillan Publishers India Limited. The approval of the members for the Scheme of Arrangement was obtained with an overwhelming majority.

Notice to Shareholders - Scheme of Arrangement
By an order made on the June 20, 2008 the Hon'ble High Court at Madras has directed that a meeting of the equity shareholders of Macmillan India Limited shall be held on August 02, 2008 for the purpose of considering, and if thought fit, approving with or without modification, the arrangement embodied in the Scheme of Arrangement between Macmillan India Ltd and its share holders and Macmillan - ICC Publishing Solutions (Private) Limited and Charon Tec.
Limited and Macmillan Publishers India Limited.