NOTICE TO SHAREHOLDERS

NOTICE is hereby given that  an Extra-Ordinary General Meeting of the shareholders of TTK PRESTIGE LIMITED will be held at Century Club, No.1, Seshadri Road, Bangalore – 560 001 on Thursday, the 25^th September, 2008 at 10.30 a.m. to transact the following Special Business:

1.      To consider and if thought fit to pass with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to relevant provisions under applicable laws including the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time being in force and as may be enacted hereinafter) (“the Act”), the listing agreement entered into by the Company with the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited, the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, (“Delisting Guidelines”) approval is hereby granted to M/s.T.T Krishnamachari & Co. the promoter of the Company, to undertake a voluntary delisting of the shares of the company from the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited”

“RESOLVED FURTHER THAT, for the purpose of giving effect to the voluntary delisting of shares as described herein above, the Board of Directors of the Company and/or any of its committees, be and are hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may at their discretion deem necessary or desirable for such purpose, and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard as it may in its absolute discretion deem fit”

“RESOLVED FURTHER THAT, the Board of Directors be and are hereby authorised to delegate all of the powers conferred by this resolution on it to any committee of directors or any director(s) or officer of the Company to give effect to the aforesaid resolutions”

     By Order of the Board

 K.SHANKARAN

                                                                                                                                       Director & Secretary

Place: Bangalore

Dated: 1^st September, 2008

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