Aftek Board approves merger of Elven Micro Circuits and C2Sillion Software Solutions with Aftek

Merger ratio of 123 shares of Aftek for every 100 shares of Elven

Mumbai, December 8, 2006: At a meeting of its Board of Directors, Aftek Limited today approved a Scheme of Amalgamation u/s 391 to 394 of the Companies Act, 1956 of C2Silicon Software Solutions Pvt. Ltd., and Elven Micro Circuits Pvt. Ltd (EMPL), into Aftek.

EMPL is in the business of high-complexity chip network solutions. C2Sillion is a wholly owned subsidiary of EMPL. EMPL has a paid up equity capital of Rs. 1 crore and expected to clock sales of USD 6 million by the end of FY 2007. Aftek has a paid up share capital of Rs. 17.33 crore.

According to the Scheme of Amalgamation, EMPL shareholders will be issued 123 shares of Aftek Limited (face value Rs 2), for every 100 shares of EMPL (face value Rs. 2) held.

"EMPL has created a unique niche in its business and the merger is aimed at exploiting operational and marketing synergies between EMPL and Aftek. It will also help the merged entity to compete effectively in the international market as well as to raise resources for future expansion, thanks to a larger balance sheet," Mr. Ranjit Dhuru, Chairman and Managing Director of Aftek Limited said.

Post merger Aftek's equity capital will go up to Rs. 18.56 crores. The promoter shareholding in Aftek will go up to about 17%,.

M/s Dalal and Shah, Chartered Accountants have worked out the Share Exchange Ratio. RSM Advisory Services Pte. Ltd. are advisors to the restructuring exercise.

The Scheme is subject to requisite consent, approval of requisite majority of shareholders, lenders, creditors of Aftek, C2Silicon and EMPL, the Bombay High Court and the Karnataka High Court at Bangalore and other regulatory authorities.