Consequent to the issue of circular dated 04 February 2013 by Securities and Exchange Board of India and based on recommendation of the audit committee of directors, after considering the exchange ratio of shares in consideration of amalgamation, have reviewed and again approved the scheme of arrangement between Axis Rail India (ARIL) and KVR Rail Infra Projects (KRIPL) and their respective shareholders providing for amalgamation of "KRIPL" with "ARIL" from 01 April 2012 (appointed date).

In consideration of the Amalgamation, "ARIL" will issue and allot to the shareholders of "KRIPL", 10 equity shares of Rs 10 each and 162, 7% optionally convertible redeemable preference shares (OCRPS) of face value of Rs 10 each in "ARIL" for every 100 equity shares of face value of Rs 10 each held by the shareholder of KRIPL subject to the Hon'ble High Court and shareholders approval.