Northgate Technologies Ltd has informed BSE about outcome of Board Meeting held on May 19, 2011, 1. The Board of Directors of the Company at their meeting held on May 19, 2011 considered and approved the Composite Scheme of Arrangement and Amalgamation beteen Northgate Technologies Limited ('NTL' or 'the Company') and Northgate Com Tech Private Limited ('Northgate Com') and Green Fire Ai Commodities Private Limited ('Green Fire') and their respective shareholders and creditors ('Scheme') under Sections 391-394 read with Sections 100-103 of the Companies Act, 1956. (A) RATIONALE FOR THE SCHEME - Northgate Technologies Limited is an internet technology company and is ngaged in the business of online advertising aggregation and multipurpose VoIP services, It owns global web properties such as www.bharatstudentcom, www.globae7.com, www.ziddu.com and www.axill.com. The Company has recently forayed into the business of commodity trading by acquiring controlling stake in Green Fire. Green Fire basically creates high end Electronic Communication Network (ECN) for global commodities by connecting to Multiple Future, Spot exchanges, e-auction platforms, Trade bots, Processors and retailers across the globe in reel time using Global Grid Matrix (GGM), High Frequency Trading (HFT) algorithms. The Company is of the view that segregation of the internet and commodity trading operations, inter alia, will result to the following benefits: (a) Efficient and focused management on each business segment; (b) Unlocking value for the shareholders of Northgate; and (c) Operating and Administrative efficiencies (B) SALIENT FEATURES OF THE SCHEME The salient features of the Scheme are as under: 1. The Appointed Date of the Scheme is April 01, 2011. 2. Demerger of Internet Business Undertaking of the Company into Northgate Com and merger of Green Fire into the Company. 3. Based on the Valuation Report and Fairness Opinion submitted by M/s BDO Consulting Private Limited and M/s Almondz Global Securities Limited respectively, the Board approved the Share Entitlement Ratio as follows: '1 (One) fully paid Equity Shares of Rs. 10 (Rupees Ten) each of Northgate Com shall be issued and allotted for every 1 (One) Equity Shares of Rs. 10 (Rupees Ten) each held in the Company' '158 (One Hundred fifty eight) fully paid Equity Shares of Rs. 10 (Rupees Ten) each of Northgate shall be issued and allotted for every 1 (One) fully paid Equity Shares of Rs. 10 (Rupees Ten) each held in Green Fire (except in respect of shares held by the Company in Green Fire). The Scheme is subject to the consent, approval of requisite majority of shareholders and creditors of the Company, Northgate Com and Green Fire, sanction of the High Court of Judicature of Andhra Pradesh at Hyderabad and all other regulatory approvals as may be necessary for the implementation of the Scheme. 4. Consequent to the demerger of the Internet business of Northgate into Northgate Com, the shares of the Northgate Com will be listed on the National Stock Exchange of India Limited and the name of the Northgate Com will be changed to 'Northgate Technologies Limited'. 5. Consequent to the merger of Green Fire into Northgate, the name of the Northgate will be changed to 'Green Fire Agri Commodities Limited' and the face value and the paid-up value of the shares of the Company together with the new shares issued and allotted on merger will be reduced by Rs. 9 without payment to the holders of such equity shares of Northgate. The shares of the Northgate will continue to list on National Stock Exchange of India Limited. Northgate Technologies Ltd has informed BSE that the Composite Scheme of Arrangement and Amalgamation under section 391 to 394 of the Companies Act, 1956 between Northgate Technologies Limited, Northgate Com Tech Limited and Green Fire Agri Commodities Private Limited has been approved by the Honorable High Court of Andhra Pradesh. The Scheme has become effective from May 21, 2012. The Company has fixed record date as July 13, 2012 for the following purposes : (1) Issuance and Allotment of '1(one) fully paid up Equity shares of Rs. 10 each of Northgate Com Tech Limited for every 1(one) fully paid up Equity shares of Rs. 10 each held in the Company (Northgate Technologies Limited). (AsPer BSE ANnouncement Website Dated on 04/07/2012)_ SUB. :- Scheme of Arrangement of Northgate Technologies Ltd. (Scrip Code 590057) Trading members of the Exchange are hereby informed that, Northgate Technologies Ltd (NTL) has fixed the Record Date for the purpose of determining entitlement to the shareholders of the Company pursuant to the Composite Scheme of Arrangement of the Company as per order passed by Hon'ble High Court of Andhra Pradesh. Trading Members are advised not to deal in the equity shares of the company with effect from the under mentioned date. COMPANY NAME & CODE Northgate Technologies Ltd. (590057) RECORD DATE 13.07.2012 PURPOSE Scheme of Arrangement: A) Demerger of the Internet Business Undertaking of NTL into Northgate Com Tech Limited (NCTL) Upon coming into effect of the Scheme and in consideration of the transfer and vesting of the Internet Business Undertaking of NTL into NCTL, NCTL shall issue and allot equity shares, credited as fully paid up, in the following manner: 1 (ONE) fully paid up equity share of Rs. 10/- each of NCTL shall be issued and allotted for every 1 (ONE) fully paid equity share of Rs. 10/- each held in NTL B) Reduction of Capital: Upon the Scheme becoming effective, the face value and the paid value per equity share of NTL shall stand reduced by Rs. 9/- per equity share. Consequently, upon such reorganization of equity share capital of NTL, the face value and the paid value of NTL shall be Re. 1/- per equity share. NO DEALINGS FROM DATE & SETT. NO. 12/07/2012 DR-074/2012-2013 Trading Members of the Exchange are requested to take note of it. (As Per BSE Notice Dated on 06.07.2012)