SI Group India Ltd has informed BSE that the Board of Directors of the Company at its meeting held on April 29, 2008, inter alia, has considered the Scheme of Amalgamation of Schenectady (India) Holdings Pvt Ltd (SIHPL) with the Company pursuant to section 391 to 394 read with Section 100 and other applicable provisions of the companies Act, 1956 for merger.

- The Scheme is approved subject to all requisite consents, approvals of the requisite majority of the shareholders, the Hon’ble High Court of Judicature at Bombay, concerned Stock Exchanges, the permission or approval of any other statutory or regulatory authorities, which by law may be necessary for the implementation of the Scheme.

Salient Features of the Scheme are as follows:

1. Appointed Date of the Scheme is April 01, 2008;

2. The Scheme shall be effective from the Effective Date i.e. the date on which the
certified copies of the Orders of the High Court sanctioning the Scheme are filed with
the Registrar of Companies, Mumbai at Maharashtra;

3. Pursuant to the merger, the entire business and undertakings of the Transferor Company, including all its properties and assets shall be transferred to the Company (SI Group - India Ltd);

4. All debts, liabilities, duties and obligations of the Transferor Company shall from the
Appointed Date become the debts, liabilities duties and obligations of the Company

5. Consideration for the merger would be discharged as follows:

- 2,13,08,679 fully paid-up New Equity Shares of face value of Rs 10/- each; and
- 1,39,59,841 fully paid-up Equity Shares with No Voting Rights of face value of Rs 10/- each.