C M Y K

C M Y K

ITSOURCE TECHNOLOGIES LIMITEDRegistered Office: 702, A-wing, Dipti Classic, Suren Road, Off Andheri Kurla Road, Andheri (East), Mumbai 400 093

Tel: +91-22-4222 3600; Fax: +91-22-4222 3601; Email: investors@itsourceindia.com; Website: www.itsourceindia.com;Contact Person and Compliance Officer: Mr. Amol Patil; Email: amolp@itsourceindia.com

Our Company was incorporated, vide Certificate of Incorporation dated March 20, 1998 issued by Registrar of Companies, Maharashtra (“RoC”), under the provisions of the Companies Act, 1956 as Bee’s Computer System Private Limited and vide fresh certificate of incorporation dated July 07, 2000 the name of our Company was changed to ITSourceindia Tech Private Limited. Our Company was converted into a public limited company and the name of our Company was changed to ITSourceindia Tech Limited vide fresh certificate of incorporation dated July 17, 2010. The name of our Company was further changed to ITSource Technologies Limited and a fresh certificate of incorporation dated October 28, 2010 was issued by RoC with CIN U72900MH1998PLC114091. The Registered Office of our Company is situated at Mumbai, Maharashtra. For details of the change in the name and Registered Office of our Company, please refer to Chapter titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.

DRAFT RED HERRING PROSPECTUSSeptember 27, 2011

Please read Section 60B of the Companies Act, 1956Book Building Issue

PROMOTERS OF OUR COMPANY: MR. PRADEEP BHANGALE, MRS. PRACHI BHANGALE AND M/S PRADEEP BHANGALE (HUF)PUBLIC ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ` 10/- EACH OF ITSOURCE TECHNOLOGIES LIMITED (“ITL” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING ` 7,000 LAC (THE “ISSUE”). THE ISSUE WILL CONSTITUTE [●]% OF THE FULLY DILUTED POST ISSUE EQUITY PAID-UP CAPITAL OF OUR COMPANY.

THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.

THE FLOOR PRICE IS [•] TIMES OF THE FACE VALUE AND THE CAP PRICE IS [●] TIMES OF THE FACE VALUE.In case of revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional working days, subject to the Bid/Issue Period not exceeding ten working days. Any revision in the Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release and by indicating the change on the website of the Book Running Lead Manager (“BRLM”) and the terminals of the other members of the Syndicate.The Issue is being made under Sub-regulation (1) of Regulation 26 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and through a Book Building Process wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) subject to valid bids being received at or above the Issue Price.For details, please refer to the Chapater titled “Issue Procedure” beginning on page 197 of this Draft Red Herring Prospectus. Out of the portion available for allocation to the QIBs, 5% will be available for allocation to Mutual Funds only. Mutual Fund Bidders shall also be eligible for proportionate allocation under the balance available for the QIBs. Further, not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. All Non Retail Bidders i.e. Non Institutional Bidders and QIB Bidders can participate in this Issue only through the ASBA process. Retail Individual Bidders may also use the ASBA process for participating in this Issue. For details, please refer to the Chapter titled “Issue Procedure” beginning on page 197 of this Draft Red Herring Prospectus.

RISK IN RELATION TO THE FIRST ISSUEThis being the first public issue of Equity Shares of our Company, there is no formal market for our Equity Shares. The face value of the Equity Shares is ` 10 each and the Floor Price is [●] times of the face value and the Cap Price is [●] times of the Face Value. The Issue Price as has been determined and justified by our Company and the BRLM, as stated in the Chapter titled “Basis for Issue Price” beginning on page 69 of this Draft Red Herring Prospectus should not be taken to be indicative of the market price of our Equity Shares after our Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the Risk Factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risk involved. The Equity Shares offered in this Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the the Section titled “Risk Factors” beginning on page 12 of this Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable enquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue; that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading, in any material respect.

IPO GRADINGThis Issue has been graded by Credit Analysis and Research Limited and has been assigned the “IPO Grade [●] /5” indicating [●], through its letter dated [●], which is valid for a period of [●]. The IPO grading is assigned on a five point scale from 1 to 5 with an “IPO Grade 5” indicating strong fundamentals and an “IPO Grade 1” indicating poor fundamentals. The rationale furnished by the grading agency for its grading, will be available for inspection and will be provided to the Designated Stock Exchange and updated at the time of filing of the Red Herring Prospectus with the RoC. For further details, please refer to the Chapter titled “General Information” beginning on page 38 of this Draft Red HerringProspectus.

LISTING AGREEMENTThe Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and on The National Stock Exchange of India Limited (NSE). In-principle approvals have been received from BSE and NSE for the listing of our Equity Shares vide their letters dated [●] and [●] respectively. For the purposes of this Issue, [●] shall be the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

SAFFRON CAPITAL ADVISORS LIMITEDSEBI Registration No.: INM000011211A- 102, Everest Grande, Mahakali Caves Road,Andheri (East), Mumbai - 400 093.Tel. No.: 91 22 4082 0906/917; Fax No.: 91 22 4082 0999Email: project.it@saffronadvisor.comInvestor Grievance Email: investorgrievance@saffronadvisor.comWebsite: www.saffronadvisor.comContact Person: Mr. Amit Wagle / Mr. Anup Varpe

BIGSHARE SERVICES PRIVATE LIMITEDSEBI Registration No.: INR000001385E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072.Tel. No.: 91 22 2856 0652; Fax No.: 91 22 2847 5207Email: ipo@bigshareonline.comInvestor Grievance Email: investor@bigshareonline.comWebsite: www.bigshareonline.comContact Person: Mr. Ashok Shetty

ISSUE PROGRAMMEBID/ISSUE OPENS ON BID/ISSUE CLOSES FOR

QIB BIDDERS ONBID/ISSUE CLOSES FOR NON-QIB BIDDERS ON

[●] , 2011 [●] , 2011 [●] , 2011# Our Company in consultation with the BRLM, may decide to close the Bidding Period for QIBs one day prior to the Bid/Issue Closing Date.

TABLE OF CONTENTS

CONTENTS PAGE

Section I – General

Definitions and Abbreviations 01

Presentation of Financial Information and use of Market Data 09

Forward-Looking Statements 11

Section II – Risk Factors 12

Section III – Introduction 25

Summary 25

The Issue 37

General Information 38

Capital Structure 46

Objects of the Issue 56

Basic Terms of the Issue 67

Basis for the Issue Price 69

Statement of Tax Benefits 72

Section IV – About Us 81

Industry Overview 81

Business Overview 91

Key Industry Regulations and Policies 108

History and Other Corporate Matters 111

Our Management 115

Our Promoters and Promoter Group 130

Our Group Company 134

Currency of Presentation 137

Dividend Policy 138

Section V – Financial Information 139

Auditors’ Report and Financial Information of our Company 139

Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements

165

Section VI – Legal and other Regulatory Information 175

Outstanding Litigations, Material Developments and Other Disclosures 175

Government and Other Statutory Approvals 178

Other Regulatory and Statutory Disclosures 181

Section VII –Issue Related Information 191

Terms of the Issue 191

Issue Structure 194

Issue Procedure 197

Section VIII – Main Provisions of Articles of Association of our Company 234

Section IX –Other Information 243

Material Contracts and Documents for Inspection 243

Declaration 245

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SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS ISSUER RELATED TERMS

Term Description “ITSource Technologies Limited”, “ITSource”, “our Company”, “the Company”, “the Issuer Company”, “the Issuer” “we”, “us”, and “our”

Unless the context otherwise requires, refers to ITSource Technologies Limited, a public limited company incorporated under the Companies Act, 1956.

Articles/ Articles of Association

The Articles of Association of ITSource Technologies Limited.

Auditors The statutory auditors of our Company, being M/s Suresh Surana & Associates, Chartered Accountants

Board / Board of Directors The Board of Directors of ITSource Technologies Limited unless otherwise specified or any committee constituted thereof.

Franchisee Education Centers

The training centers run by the franchisee appointed by our Company, as a part of its education business.

Group Companies Companies, firms, ventures etc. promoted by our Promoters as described in the Chapter “Our Group Company” on page no. 134 of this Draft Red Herring Prospectus.

Memorandum/ Memorandum of Association

The Memorandum of Association of ITSource Technologies Limited.

Promoter(s) Unless the context otherwise requires, refers to Mr. Pradeep Bhangale, Mrs. Prachi Bhangale and M/s Pradeep Bhangale HUF

Promoter–Director (s) Unless the context otherwise requires, refers to Mr. Pradeep Bhangale and Mrs. Prachi Bhangale

Promoter Group Individuals, Companies and entities forming part of our Promoter Group as per the SEBI ICDR Regulations. For details please refer Chapter titled “Our Promoters and Promoter Group” on page 130 of this Draft Red Herring Prospectus

RoC Office of Registrar of Companies, Maharashtra, Mumbai. Registered Office 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road,

Andheri (East), Mumbai 400093. Self-operated Education Centers

The training centers run by our Company, as a part of its education business as well as the proposed training centers as mentioned in the Chapter titled “Objects of the Issue” on page 56 of this Draft Red Herring Prospectus.

CONVENTIONAL/GENERAL TERMS

Term DescriptionAct/ Companies Act The Companies Act, 1956, as amended from time to time.

Depository A body corporate registered with SEBI under the SEBI (Depositories and

Participants) Regulations, 1996, as amended from time to time. Depositories Act The Depositories Act, 1996, as amended from time to time.

Depository Participant

A Depository Participant as defined under the Depositories Act, 1996.

Equity Shares The Equity Shares of face value of ` 10 each of ITSource Technologies Limited.

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Term Description Indian GAAP Generally Accepted Accounting Principles in India.

Non Resident A person who is not an NRI, FII and is not a person resident in India.

NRI/ Non-Resident Indian

A person resident outside India, as defined under FEMA and who a citizen of India or a Person of Indian Origin is as defined under FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000.

Quarter A period of 3 continuous months. RBI Act The Reserve Bank of India Act, 1934. SEBI Securities and Exchange Board of India. SEBI Act Securities and Exchange Board of India Act, 1992 as amended from time to

time. SEBI (ICDR) Regulations, 2009

Means the, Regulations for Issue of Capital and Disclosure Requirements issued by Securities and Exchange Board of India, constituted in exercise of powers conferred by Section 30 of the Securities and Exchange Board of India Act, 1992 (as amended), called Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time.

Stock Exchanges The Bombay Stock Exchange Limited (BSE) and The National Stock Exchange of India Limited (NSE), referred to as collectively.

ISSUE RELATED TERMS

Term Description

Allotment/ Allotment of Equity Shares

Unless the context otherwise requires, issue and allotment of Equity Shares to successful Bidders pursuant to this Issue.

Allottee The successful Bidder to whom the Equity Shares are being/have been allotted. Applications Supported by Blocked Amount (ASBA)

Application Supported by Blocked Amount means an application (whether physical or electronic) subscribing to an Issue containing an authorization to block the Bid Amount in their specified bank account with Self Certified Syndicate Bank.

ASBA Bidders/Investor

A Bidder / an Investor, who intends to apply through ASBA process.

ASBA Form / ASBA BCAF/ ASBA Bid cum Application Form

The Bid-cum-Application Form, whether physical or electronic, used by an ASBA Bidder to make a Bid, which will be considered as the application for Allotment for the purpose of Red Herring Prospectus and Prospectus.

Banker(s) to the Issue / Escrow Collection Banks

The banks which are clearing members and registered with SEBI as Banker to the Issue at which the Escrow Account for the Issue will be opened and in this case being [●].

Bid An indication to make an offer made during the Bid Period by a prospective investor pursuant to submission of a Bid-cum-Application Form to subscribe to the Equity Shares of our Company at a price within the Price Band, including all revisions and modifications thereto. For the purposes of ASBA Bidders, it means an indication to make an offer during the Bidding Period by any Bidder pursuant to the submission of an ASBA Bid-cum-Application Form to subscribe to the Equity Shares at a price within the Price Band, including all revisions and modifications thereto.

Bid Lot/ Minimum bid lot

[●] Equity Shares.

Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder on submission of the Bid for this Issue and in the case of ASBA Bidders, the amount mentioned in the ASBA Bid cum Application Form.

Bid/ Issue Closing The date after which the Syndicate will not accept any Bids for the Issue,

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Term Description

Date which shall be notified in a widely circulated English and Hindi national newspapers and a Marathi newspaper, each with wide circulation.

Bid/ Issue Opening Date

The date on which the Syndicate shall start accepting Bids for the Issue, which shall be the date notified in widely circulated English and Hindi national newspapers and a Marathi language newspaper, each with wide circulation.

Bid-cum-Application Form / Bid Form

The form in terms of which the Bidder shall make an offer to subscribe to the Equity Shares of our Company and which will be considered as the application for allotment in terms of the Red Herring Prospectus and the Prospectus including ASBA Form or ASBA BCAF, if applicable.

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form, including an ASBA Bidder.

Bidding The process of making a Bid. Bidding Centre A centre for acceptance of the Bid-cum-Application Form. Bid/ Issue Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing

Date inclusive of both days and during which prospective Bidders can submit their Bids including any revisions thereof.

Book Building Process

Book Building Process as provided under Schedule XI of SEBI (ICDR) Regulations, 2009, as amended in terms of which this Issue is being made.

BRLM Book Running Lead Manager to this Issue, being Saffron Capital Advisors Private Limited

Brokers to this Issue Brokers registered with any recognized Stock Exchange, appointed by the Members of the Syndicate.

CAN/ Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process, including any revisions thereof.

Cap Price The higher end of the Price Band, above which the Issue Price will not be finalized and above which no Bids will be accepted including any revision thereof. In this case being ` [●].

Cut-off /Cut-off Price Any price within the Price Band finalized by our Company in consultation with the BRLM. Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to bid at the Cut-off Price.

Controlling Branches Such branches of the SCSBs which co-ordinate Bids received under this Issue by the ASBA Bidders with the BRLM, the Registrar to the Issue and the Stock Exchange(s).

Designated Branches Such branches of the SCSBs which shall collect the ASBA Bid cum Application Form used by ASBA Bidders and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf

Designated Date The date on which the Escrow Collection Bank transfers and the SCSBs issue, instructions for transfer, of the funds from the Escrow Accounts and ASBA Accounts, respectively to the Public Issue Account or the Refund Account, as appropriate, after the Prospectus is filed with the RoC, following which the Board of Directors shall allot Equity Shares to successful bidders.

Designated StockExchange or DSE

[●]

Draft Red Herring Prospectus/ DRHP

This Draft Red Herring Prospectus dated [●] issued in accordance with section 60B of the Companies Act and the SEBI Regulations, which does not contain complete particulars of the price and the quantum of Equity Shares offered.

Eligible NRI NRIs from such jurisdiction outside India where it is not unlawful for our Company to make this Issue or an invitation under this Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein.

Escrow Account(s) An Account opened with Escrow Collection Bank(s) and in whose favour the Bidder (except ASBA Bidders) will issue cheques or drafts in respect of the Bid Amount when submitting a Bid.

Escrow Agreement Agreement entered into amongst our Company, the Registrar to this Issue, the

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Term Description

Escrow Collection Banks, the BRLM and the Syndicate Member(s) in relation to the collection of the Bid Amounts and dispatch of the refunds (if any) of the amounts collected, to the Bidders (excluding ASBA Bidders).

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form.

Floor Price The lower end of the Price Band, below which the Issue Price will not be finalized and below which no Bids will be accepted in this case being ` [●] and which shall not be lower than the face value of our Equity Shares.

Issue / The Issue / This Issue

Public Issue of [●] Equity Shares of ` 10/- each at a Price of ` [●] per Equity Share (including a premium of ` [●] per Equity Share) for cash aggregating to ` 7,000 Lac, by ITSource Technologies Limited. The Issue will constitute [●] % of the fully diluted Post Issue Paid-up capital of our Company.

Issue Price The final price at which Equity Shares will be issued and allotted in term of the Red Herring Prospectus and Prospectus. The Issue Price will be decided by our Company in consultation with the BRLM on the Pricing Date.

Issue Proceeds The proceeds of the Issue that will be available to our Company being upto ` 7,000 Lac.

Key Management Personnel

The Personnel listed as key management personnel in Chapter titled “Our Management” on page 115 of this Draft Red Herring Prospectus.

Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as amended from time to time.

Mutual Fund Portion That portion of the Issue, being 5% of the QIB Portion or [●] Equity Shares shall be available for allocation to Mutual Funds only, out of the QIB Portion on a proportionate basis to Mutual Funds only.

Non Institutional Bidders

All Bidders that are neither Qualified Institutional Buyers nor Retail Individual Bidders and who have Bid for Equity Shares for an amount more than ` 2 Lac.

Non Institutional Portion

The portion of the Issue being not less than 15% of the Issue i.e. [●] Equity Shares available for allocation to Non Institutional Bidders on a proportionate basis, subject to receipt of valid Bids at or above the Issue Price.

Overseas Corporate Body

A company, partnership firm, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 03, 2003 and immediately before such date had taken benefits under the general permission granted to Overseas Corporate Bodies under the FEMA. Overseas Corporate Bodies are not permitted to invest in this Issue.

Price Band Being the Price Band of a minimum price (Floor Price) of ` [●] and the maximum price (Cap Price) of ` [●] and includes revisions thereof. The Price Band and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLM and advertised, at least 2 working days prior to the Bid/ Issue Opening Date, in two national newspapers (one each in English and Hindi) and in one Marathi newspaper with wide circulation.

Pricing Date The date on which our Company in consultation with the BRLM will finalize the Issue Price.

Prospectus The prospectus to be filed with the RoC in terms of Section 60 of the Companies Act, containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information.

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Term Description

Public Issue Account Account opened with the Bankers to the Issue to receive monies from the

Escrow Account(s) and accounts of ASBA Investors for this Issue on the Designated Date.

Qualified Institutional Buyers or QIBs

“Qualified Institutional Buyer” means: - (i) a mutual fund, venture capital fund and foreign venture capital investor

registered with the SEBI;

(ii) a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the SEBI;

(iii) a public financial institution as defined in section 4A of the Companies

Act, 1956; (iv) a scheduled commercial bank; (v) a multilateral and bilateral development financial institution; (vi) a state industrial development corporation; (vii) an insurance company registered with the Insurance Regulatory and

Development Authority; (viii) a provident fund with minimum corpus of ` 2,500 Lac; (ix) a pension fund with minimum corpus of ` 2,500 Lac; (x) National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII

dated November 23, 2005 of the Government of India published in the Gazette of India;

(xi) Insurance funds set up and managed by Army, Navy or Air Force of the Union of India; and

(xii) Insurance Funds set-up and managed by the Department of Posts, India.

QIB Portion The portion of this Issue being not more than 50% of the Issue, i.e. [●] Equity Shares available for allocation on proportionate basis to QIBs of which 5% shall be available for allocation on proportionate basis to Mutual Funds registered with SEBI, subject to valid bids being received at or above the Issue Price.

Refund Account(s) Account(s) opened with Escrow Collection Bank(s) from which refunds of the whole or part of the Bid Amount (excluding to the ASBA Bidders), if any, shall be made.

Refund Bank The bank(s) which have been appointed / designated for the purpose of refunding the amount to investors (except ASBA Investors) either through the electronic mode as prescribed by SEBI and / or physical mode in accordance with the procedure contained in the Chapter titled “Issue Procedure” beginning on page 197 of the Draft Red Herring Prospectus.

Resident Retail Individual Investor /Resident Retail Individual Bidder

A Retail Individual Bidder who is a “person resident in India” (as defined in Foreign Exchange Management Act, 1999) and who has Bid for Equity Shares for an aggregate amount not more than ` 2 Lac in all of the bidding options in the Issue.

Retail Individual Individual Bidders (including HUFs, NRIs and Resident Individual Bidders)

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Term Description

Bidders who have not Bid for an amount of more than ` 2 Lac in any of the bidding options in this Issue.

Retail Portion The portion of this Issue being not less than 35% of the Issue i.e. [●] Equity Shares each available for allocation to Retail Individual Bidder(s).

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid-cum-Application Forms or any previous Revision Form(s).

Red Herring Prospectus/ RHP

The Red Herring Prospectus to be issued in accordance with Section 60B of the Companies Act, which will not have complete particulars of the price and the quantum of Equity Shares offered. The Red Herring Prospectus will be filed with the RoC at least 3 days before the bid/ Issue Opening date and will become Prospectus after filing with the RoC after determination of the Issue Price.

Registrar to the Issue or Registrar

Registrar to the Issue in this case being, Bigshare Services Private Limited.

Self Certified Syndicate Bank (SCSB) / SCSB(s)

Self Certified Syndicate Bank (SCSB) is a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994 and which offers the service of ASBA, including blocking of bank account and a list of which is available on http://www.sebi.gov.in/pmd/scsb.pdf.

Syndicate Collectively, the BRLM and the Syndicate Member(s).

Syndicate Agreement The agreement to be entered into between our Company, BRLM and the Syndicate Member(s), in relation to the collection of Bids (excluding Bids from the ASBA Bidders) in this Issue.

Syndicate Member(s) Intermediaries registered with SEBI and eligible to act as underwriters. Syndicate Member(s) are appointed by the BRLM in this case being [●].

TRS or Transaction Registration Slip

The slip or document issued by the Syndicate Member(s) to the Bidder as proof of registration of the Bid on the online system of BSE/NSE.

Takeover Code SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

Underwriters The BRLM and the Syndicate Member(s).

Underwriting Agreement

The Agreement among the Underwriters and our Company to be entered into on or after the Pricing Date.

Working Days All days other than a Sunday or a public holiday (except in reference to announcement of Price Band and Bidding Period, where a working day means all days other than a Saturday, Sunday or a public holiday), on which commercial banks in Mumbai are open for business.

INDUSTRY RELATED TERMS

Abbreviation Full Form

DPA Data Protection Act

GDM Global Delivery Model

HRO Human Resource Outsourcing

ICT Information Communication & Technology MHRD Ministry of Human Resource and Development

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NASSCOM The National Association of Software and Services Companies NeGP National E-governance Programmes NSDC National Skill Development Corporation PCI Payment Card Industry Data Security Standard RPO Resource Process Outsourcing SDC State Data Centres STPI Software Technology parks of India SWAN State Wide Area Network UNESCO United Nations Education, Scientific and Cultural Organisation

ABBREVIATIONS

Abbreviation Full Form

AGM Annual General Meeting AS Accounting Standards issued by the Institute of Chartered Accountants

of India ASBA Applications Supported by Blocked Amount BSE Bombay Stock Exchange Limited BFSI Banking and Financial Services Industry CAGR Compound Annual Growth Rate CAN Confirmation of Allocation Note CB Controlling Branch CDSL Central Depository Services (India) Limited CIN Corporate Identification Number DB Designated Branch DIN Director’s Identification Number DP Depository Participant DP ID Depository Participant’s Identification Number ECS Electronic Clearing System EGM Extraordinary General Meeting of the shareholders EPS Earnings per Equity Share ERP Enterprise Resource Planning FCNR Account Foreign Currency Non Resident Account FEMA Foreign Exchange Management Act, 1999, as amended from time to

time and the rules and regulations issued thereunder FBT Fringe Benefit Tax

FDI Foreign Direct Investment FII Foreign Institutional Investor [as defined under SEBI (Foreign

Institutional Investors) Regulations, 1995, as amended from time to time] registered with SEBI under applicable laws in India

FIPB Foreign Investment Promotion Board FIs Financial Institutions FVCI Foreign Venture Capital Investors registered with SEBI under the SEBI

(Foreign Venture Capital Investor) Regulations, 2000FY Financial Year

GAAP Generally Accepted Accounting Principles

GBS Gross Budgetary Support

GDP Gross Domestic Product GIR Number General Index Registry Number GoI / Government Government of India HNI High Net Worth Individual HUF Hindu Undivided FamilyICAI Institute of Chartered Accountants of India IEBR Internal & Extra Budgetary Resources IIP Index of Industrial Production IMS Infrastructure Management Services INR Indian National Rupee

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Abbreviation Full Form IPO Initial Public Offering IT Information Technology IT Act Income Tax Act, 1961, as amended Ltd. Limited MAPIN Market Participant and Investor Database Merchant Banker Merchant banker as defined under the Securities and Exchange Board of

India (Merchant Bankers) Regulation, 1992 M&A Mergers & Acquisitions MM Milli Metre NEFT National Electronic Fund Transfer NR Non-Resident NRE Account Non Resident (External) Account NRI Non-Resident Indian NRO Account Non Resident (Ordinary) Account NSDL National Securities Depository LimitedNSE The National Stock Exchange of India Limited OCB Overseas Corporate Body P/E Ratio Price / Earnings Ratio PAN Permanent Account Number PAT Profit After Tax PBT Profit Before TaxRBI The Reserve Bank of India RMS Remote Management Services RoNW Return on Net Worth R&D Research & Development RTGS Real Time Gross Settlement SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to

time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to

time SCSB Self Certified Syndicate Bank STT Securities Transaction Tax SME Small and Medium EnterprisesSPV Special Purpose Vehicle TAN Tax Deduction Account Number TIN Taxpayers Identification Number TRS Transaction Registration Slip UoI Union of India WDV Written Down Valuew.e.f. With effect from YoY Year on Year

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PRESENTATION OF FINANCIAL INFORMATION AND USE OF MARKET DATA All references to “India” contained in this Draft Red Herring Prospectus are to the Republic of India and all references to the “U.S.” or “U.S.A” are to the United States of America together with its territories and possessions. Financial Data Unless stated otherwise, the financial information used in the Draft Red Herring Prospectus is derived from our Company’s restated financial statements for the financial years ended 2011, 2010, 2009, 2008 and 2007 prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with SEBI (ICDR) Regulations stated in the report of our Auditors, M/s Suresh Surana & Associates, Chartered Accountants, beginning on page 139 of this Draft Red Herring Prospectus. Our Financial Year commences on April 1 and ends on March 31 of the ensuing calendar year. Unless stated otherwise, references herein to a Financial Year (e.g., Financial Year 2011), are to the Financial Year ended March 31 of that particular year, so all references to a particular fiscal year are to the twelve-month (12) period ended March 31 of that year. In the Draft Red Herring Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding-off. There are significant differences between Indian GAAP, IFRS and U.S. GAAP. Our financial statements and reported earnings, which are reported under the Indian GAAP, could be different in a material manner from those which would be reported under IFRS or U.S. GAAP. Accordingly, the degree to which the Indian GAAP financial statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Indian GAAP, Companies Act and SEBI (ICDR) Regulations, 2009. Significant differences exist between Indian GAAP and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors’ assessment of our financial condition and results of operations. Any reliance by persons not familiar with Indian accounting practices on the financial disclosures presented in the Draft Red Herring Prospectus should accordingly be limited. Our Company has not attempted to explain these differences or quantify their impact on the financial data included herein, and we urge you to consult your own advisors regarding such differences and their impact on financial data.

Currency of Presentation All references to “Rupees”, “`” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US $” or “USD” or “U.S. Dollar” are to United States Dollars, the official currency of the United States of America. Throughout this Draft Red Herring Prospectus all figures have been expressed in Lac and Crores. The word “Lakhs” or “Lakh” or “Lac” means “One Hundred Thousand” and “Crore/s” means “One Hundred Lac”. Any percentage amounts, as set forth in the Section titled “Risk Factors”, and Chapters titled “Business Overview”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 12, 91 and 165 respectively, of this Draft Red Herring Prospectus, unless otherwise indicated, have been calculated on the basis of our restated standalone financial information prepared in accordance with Indian GAAP. Exchange Rates This Draft Red Herring Prospectus contains translations of U.S. Dollar and other currency amounts into Indian Rupees that have been presented solely to comply with the requirements of item (VIII) sub-item (G) of Part A of Schedule VIII of the SEBI Regulations. It should not be construed as a representation

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that such currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

Market and Industry Data The Chapter titled "Industry Overview" beginning on page 81 has been derived from a report titled "Indian IT Industry, September 2011" that the Company has commissioned Credit Analysis & Research Limited ("CARE") to prepare a report (the "Report"). CARE has obtained the information set forth in the Report from its databases and other sources available in the public domain identified in the Report. CARE‘s methodologies for collecting information and data, and therefore the information discussed in the "Industry Overview" section, may differ from those of other sources, and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the industry. The "Industry Overview" section also includes certain projections and estimates that are based on certain assumptions regarding contingencies and other matters that are not within the control of the Company, the BRLM, CARE or any other person. These assumptions are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those projected. CARE has given and has not withdrawn its written consent to the issue of this Draft Red Herring Prospectus with the inclusion herein of its name and all references thereto and to the inclusion of the Report, including extracts of the Report, in this Draft Red Herring Prospectus, in the form and context in which it appears in this Draft Red Herring Prospectus. While the Company has taken reasonable actions to ensure that the Report and the market share and industry data and forecasts have been extracted accurately and in their proper context, neither the Company nor the BRLM have independently verified any of the data and forecasts from CARE or from third party sources or ascertained the underlying assumptions relied upon. As a result, you are cautioned against placing undue reliance on such information. Accordingly, no investment decision should be made based on such information. Although we believe that industry data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Further, the extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends on the reader‘s familiarity with and understanding of the methodologies used in compiling such data. In accordance with the SEBI Regulations, we have included in the Chapter titled “Basis for Issue Price” on page 69 of this Draft Red Herring Prospectus, information pertaining to our peer group companies. Such information has been derived from publicly available annual reports of the peer group companies.

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FORWARD LOOKING STATEMENTS We have included statements in the Draft Red Herring Prospectus which contain words or phrases such as “will”, “aim”, “is likely to result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward-looking statements”. Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following: -

demand for IT solutions in India;

loss of, or any significant decrease in business from, any one or more of our major customers; high competition in the IT Solutions market; termination of customer contracts without cause and with little or no notice or penalty;

disruption in systems or services that are critical to our customers‘ business; failure of our infrastructure and equipment;

failure to obtain and retain approvals and licences or changes in applicable regulations; political instability or changes in the government in India; and

slowdown in economic growth in India; For a further discussion of factors that could cause our actual results to differ, please refer Section titled “Risk Factors” beginning on page 12 of the Draft Red Herring Prospectus, and Chapters titled “Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations as Reflected in the Financial Statements” beginning on pages 91 and 165, respectively of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. In any event, neither our Company nor the BRLM, nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events. In accordance with SEBI requirements, our Company and the BRLM will ensure that investors in India are informed of material developments until the time of grant of listing and trading permissions by the Stock Exchanges.

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SECTION II- RISK FACTORS An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all information in the Draft Red Herring Prospectus, including the risks described below, before making an investment in our Equity Shares. The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks associated with the industry in which we operate and specific risks associated with our Company. Any of the following risks, as well as the other risks and uncertainties discussed in the Draft Red Herring Prospectus, could have a material adverse effect on our business and could cause the trading price of our Equity Shares to decline and you may lose all or part of your investment. In addition, the risks set out in the Draft Red Herring Prospectus are not exhaustive. Additional risks and uncertainties, whether known or unknown, may in the future have material adverse effect on our business, financial condition and results of operations, or which we currently deem immaterial, may arise or become material in the future. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein. This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including events described below and elsewhere in this Draft Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived from and should be read in conjunction with restated financial statements of our Company as of and for the Fiscals 2007, 2008, 2009, 2010 and 2011 in each case prepared in accordance with Indian GAAP, including the schedules, annexure and notes thereto. Materiality The Risk factors have been determined on the basis of their materiality. The following factors have been considered for determining the materiality: - 1. Some events may not be material individually but may be found material collectively; 2. Some events may have material impact qualitatively instead of quantitatively; and 3. Some events may not be material at present but may be having material impacts in future.

Internal Risk Factors:

A) Risk Relating to our Company: 1. Our Company is involved in a few legal proceedings, which if decided against our Company

may have a financial implication on the business of our Company. There are few outstanding legal proceedings involving our Company. These proceedings are pending before different courts, tribunals and enquiry officers. An adverse outcome in these proceedings may impact our business conditions In addition, further liability may arise out of these claims. Brief details of such outstanding litigations as of the date of this Draft Red Herring Prospectus are as follows: -

Categories of Litigations Total

number of cases

Total Financial implication (if any, ` In Lac)

Criminal 1 1.31 Labour dispute 1 Not ascertainable Taxation 1 9.40

For further details of the legal proceedings involving our Company, please see Chapter titled “Outstanding Litigations, Material Developments and Other Disclosures” on page 175 of this Draft Red Herring Prospectus.

2. We derive a significant portion of our income from our Infrastructure Management Services

(“IMS”) and Technology Consulting business. Further, significant portion of our revenue from these businesses is derived from few customers. Therefore, factors that adversely affect the

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demand for such services or a loss of one or more of such customers may have an impact on our business, financial condition and results of operations.

We derive a significant portion of our income from our Infrastructure Management Services (“IMS”) and Technology Consulting business and are dependent on the revenues generated from these businesses. Our IMS and Technology Consultancy businesses accounted for 85%, of our total revenues in the fiscal 2011. Consequently, factors that affect the demand for these business segments may have an impact on our total business and profitability. Further, in the Fiscal 2011, our top ten clients in these business segments accounted for about 70% of our total revenues. We do not have any long term arrangements with our clients for availing our services in the future, at existing terms or at all. There is no assurance that we will be able to sustain the existing levels of business from all the existing clients or retain all the existing clients. In the event, our existing clients do not continue to avail our services and we are unable to attract new clients, our revenues and financial conditions may be affected.

3. We enter into services agreements with our clients to provide services at their offices or any

other locations specified by them. Failure of our skilled employees to provide satisfactory services or to adhere to the office policies of our clients, may affect our brand and business operations.

We have entered into several service agreements with our major clients wherein we are required to provide services at their offices or any other locations specified by them. Although, we ensure that we employ skilled employees and also provide them with further training before we depute them to our client’s location, there is no guarantee that they would provide services to the satisfaction of our clients. Further, the employees so deputed are required to adhere to the office polices of such clients. In the event our employees fail to follow the policies laid down by our clients or fail to provide satisfactory services to our clients, it may lead to loss of our clients and in turn affect our brand and business operations.

4. We offer certain courses in our Education Centres in association with ICIT. The Agreement

with ICIT has expired in the month of June, 2011 and the same is under renewal. Failure to renew the agreement could impact our business operations.

The Pune University has authorized Integrated Circuit and Information Technology Pvt. Ltd. (“ICIT”) together with our Company to offer Certificate Course in Personal Computer Maintenance (PCM) and Certificate Course in Network Maintenance (NM) all over India in association with our Company. Pursuant to such authorization, our Company had entered into an agreement with ICIT for offering the said courses in the Education centres of our Company. This Agreement is required to be renewed on an annual basis. Further, this Agreement has expired in the month of June, 2011 and is under renewal by ICIT. Even though the said Agreement has been duly renewed regularly in the past three years, it cannot be assured that the same will be renewed in future. Therefore, in the event this Agreement is not renewed for any reason whatsoever, our Company may have to discontinue offering these courses or offer them independently of Pune University, which could impact our business operations.

5. Our net cash flows from operating, investing and financing activities have been negative in the

past. Any negative cash flow in the future may affect our liquidity and financial condition. Our cash flow from our operating activities, investing and financing activities have been negative in the past. Following are the details of our cash flow position during the last five financial years:

(` in Lac) Particulars For the year ended March 31st

2011 2010 2009 2008 2007 Net Cash from Operating Activities

(0.15) * * * *

Net Cash from Investing Activities

(235.45) (218.52) (195.26) (61.04) (38.04)

Net Cash used in Financing Activities

* * * * (5.07)

* indicates positive cash flows

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For details, please see the Chapters titled "Management’s Discussion and Analysis of Financial Conditions and Results of Operations" and " Auditors’ Report and Financial Information of Our Company " on pages 165 and 139, respectively of this Draft Red Herring Prospectus. Any net negative cash flows in the future could adversely affect our results of operations and consequently our revenues, profitability and growth plans.

6. Our loan agreements have several restrictive covenants and certain unconditional rights in

favour of the lenders, which could influence our ability to expand, in turn affecting our business and results of operations.

As on March 31, 2011 we have outstanding secured loans (inclusive of interest) amounting ` 563.43 Lac from HDFC Bank and SBI Global Factors Limited. The credit facilities availed by our Company from HDFC Bank are secured by way of mortgage of a residential property owned by our Promoters, Mr. Pradeep Bhangale and Mrs. Prachi Bhangale and hypothecation of current assets both present and future. The credit facilities availed by our Company from SBI Global Factors Limited are secured by way of hypothecation of debtors. In addition to the above, our financing arrangements also include conditions and covenants that require us to obtain consents of HDFC Bank and SBI Global Factors Limited prior to carrying out certain activities. Failure to obtain such consents can have significant consequences on our capacity to expand and therefore adversely affect our business and operations. Any failure to comply with the requirement to obtain a consent, or other condition or covenant under our financing agreements that is not waived by the lenders or is not otherwise cured by us, may lead to a termination of our credit facilities, acceleration of all amounts due under the said credit facilities and may adversely affect our ability to conduct our business and operations or implement our business plans. For further details please refer Annexure titled “Statement of Restated Secured Loans” in Section titled “Auditor’s Report and Financial Information of our Company” on page 139 of this Draft Red Herring Prospectus.

7. Certain unsecured loans availed by the Company may be recalled by our lenders at any time

which may affect our business and financial conditions adversely.

As on March 31, 2011, we have total unsecured loans outstanding amounting to ` 215.01 Lac which have been availed from Banks/NBFCs. These unsecured loans carry different rates of interest ranging from 11.75% to 19% and may be recalled by them at any time. Any failure to service our indebtedness, maintain the required security interests, comply with a requirement to obtain a consent or otherwise perform our obligations under our financing agreements/sanction letters could lead to a termination of these loans, penalties and acceleration of amounts due under such loans which may adversely affect our business, financial condition and results of operations. Further, as on March 31, 2011, we have total unsecured loans outstanding amounting to ` 21.33 Lac which have been availed from our Promoters, Mr. Pradeep Bhangale and Mrs. Pradeep Bhangale. These unsecured loans are interest free and recallable by them at any time. For further details please refer Annexure titled “Statement of Restated Un Secured Loans” in Section titled “Auditors’ Report and Financial Information of our Company” on page 139 of this Draft Red Herring Prospectus. 8. Our Promoters have given personal guarantees in relation to certain debt facilities provided to

us. Failure to repay outstanding amounts under such facilities or seek additional sources of capital, which could adversely affect our financial condition.

Our Promoters have given personal guarantees in relation to all our secured debt facilities. In the event our Promoters withdraw or terminate their guarantees, the lender for such facilities may ask for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities. We may not be successful in procuring guarantees satisfactory to the lenders and as a result may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could adversely affect our financial condition.

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9. Our insurance cover may be inadequate to fully protect us from all claims/losses and may inturn impact our financial condition.

We believe we maintain adequate insurance coverage commensurate with the other players in the IT industry in India. Our insurance policies, however, may not provide adequate coverage in certain circumstances and are subject to certain deductibles, exclusions and limits on coverage. Further, there can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on time. To the extent that we suffer loss or damage that is not covered by insurance or which exceeds our insurance coverage or to the extent of our claims not duly honoured by our insurers, our financial condition may be affected.

10. Our Promoters will continue to retain majority control over the Company after the Issue, which

will allow them to influence the outcome of matters submitted to shareholders for approval. Upon completion of the Issue our Promoters will own []% of the post-Issue Equity Share capital. As a result, our Promoters will have the ability to exercise significant influence over all matters requiring shareholders’ approval, including the election of Directors and approval of significant corporate transactions. Our Promoters will also have an effective veto power with respect to any shareholder action or approval requiring a majority vote. Such concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.

11. Our Company has in the past entered into related party transactions and may continue to do so

in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an impact on our Company’s financial condition and results of operations.

Our Company has entered into transactions with our Promoters, Promoter Group and Group Company. Whilst, we believe that all such transactions have been conducted on an arms-length basis and contain commercial terms, there can be no assurance that our Company could not have achieved more favourable terms had such transactions not been entered into with related parties. Furthermore, it is likely that our Company will enter into related party transactions in the future. Further, there can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s financial condition and results of operations. For further details please refer Annexure titled “Restated Related Party Transactions” in Section titled “Auditors’ Report and Financial Information of our Company” on page 139 of this Draft Red Herring Prospectus.

12. Certain of our Directors and Key Managerial Personnel have interests in the Company other

than the reimbursement of expenses and normal remuneration or benefits. Any such interests may result in a conflict of interest, which may have an adverse effect on our business.

Our Directors, Mr. Pradeep Bhangale, Mrs. Prachi Bhangale and Mr. Dinesh Nair hold certain Equity Shares in our Company and may be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares. Further, our Key Managerial Personnel, Mr. Som Baksi and Mr. Ramkrishna Barhate also hold certain Equity Shares in our Company and may be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity Shares. For further details, see the Chapter titled “Our Management” and “Capital Structure” beginning on pages nos. 115 and 46, respectively of this Draft Red Herring Prospectus.

13. Our ability to pay dividends will depend upon future earnings, financial condition, cash flows,

working capital requirements, capital expenditure, lender’s approvals and other factors.

We have been regularly paying dividends since past five years. We cannot assure that we may continue to do so in future. The payment of future dividend payments, if any, will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures, lender’s approvals and other factors. Therefore, it cannot be assured that we shall have distributable funds or that we will declare dividends in future. For further details, please refer to Annexure “Statement of

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Dividend paid/proposed” in the Section titled “Auditors’ Report and Financial Information of Our Company” beginning on page 139 of this Draft Red Herring Prospectus.

14. The Trademark registration in respect of our logo i.e is pending. Further, we are yet to apply for registration some of our logos associated with our education business.

Our Company is yet to receive approval from trademark authorities for our logo for which the Company has made an application to the Trademark Registry under Trade Marks Act, 1999. Further, we are yet to apply for the following trademarks and logos associated with our education business:

Sr. No. Trademark and Logo

1.

2.

In the absence of the registration of our logos, we may have a lesser recourse to legal proceedings to protect our trademark. For further details please see the Chapter titled “Business Overview” on page 91 of this Draft Red Herring Prospectus.

15. Our success depends upon our Promoters, Directors and the Key Managerial Personnel.

Disassociation of these Promoters, Directors or any failure to retain such Key Managerial Personnel could have an impact on our business operations.

Currently, we depend heavily on our Promoters, Directors and the Key Managerial Personnel to implement our business strategy and carry out our operations. If our Promoters and Directors disassociate or any of our Key Managerial Personnel resign or discontinue their services and are not adequately replaced, our business operations and the implementation of our business strategy could be materially and adversely affected. Competition for management and industry experts in the industry is intense. Our future performance depends on our ability to identify, hire and retain key technical support, engineers, and other qualified personnel. Failure to attract and retain such personnel could have an adverse impact on our business operations. B. Risk relating to Objects of the Issue 16. We have neither identified nor entered into any agreements/understanding in respect of the

premises for setting up of new Education centres for which we plan to use part of Issue Proceeds.

We intend to use part of the Issue Proceeds amounting to ` 1038 Lac (which represents about 14.83% of the Issue Proceeds) for setting up 25 new Education Centres. These centres are proposed to be taken on lease/ license basis for a definite period. As on date, we have identified the States and cities in India where we wish to setup our new Education Centres, but the location and the premises for the same are yet to be identified. Therefore, we have not entered into any agreements/understanding for procuring the premises for these centres. For further details please refer to the Chapter titled “Objects of the Issue” beginning on page 56 of this Draft Red Herring Prospectus.

17. We propose to use some portion of the Issue Proceeds to purchase premises for setting up of our

new corporate office. However, we are yet to enter into any binding agreement for the same. We intend to use part of the Issue Proceeds amounting to ` 2050.88 Lac (which represents about 29.30% of the Issue Proceeds) to purchase office premises for setting up of our new corporate office. We have received a proposal for office premises in a building known ‘Arihant Aura’ located in

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Turbhe, Navi Mumbai (“the said Building”). We have not entered into any binding agreements for any premises in the said Building. Therefore, it cannot be assured the office premises in the said Building would be available in future, at such terms and price anticipated by us or at all. Further, in the event we cannot purchase the premises in the said Building for any reason whatsoever, it cannot be assured that alternate premises would be available, as per our requirements and in the time frame anticipated by us. This may delay the process of acquisition of the corporate office. For further details please refer to the Chapter titled “Objects of the Issue” beginning on page 56 of this Draft Red Herring Prospectus.

18. We have not made definite arrangements for procurement/order placement of equipments worth

` 1609.84 Lac (being 100% of the equipment cost) and 23% of the total Issue for setting up of our new Education Centers, our corporate office and Network Operating Centre (“NOC”).

While, we have received estimates/quotations for the equipments to set-up our proposed Network Operating Centres (“NOC”) at our new corporate office, our new Education Centers and our new corporate office, we would be placing orders for the equipments at an appropriate time, as the same are available at reasonably short notice. The purchase of equipments would require us to consider factors including but not limited to pricing, delivery schedule and after-sales maintenance. We cannot assure you that the purchase of the equipments would occur at the estimated price only. Any escalation in price or faulty after-sales service may affect our expansion plans. For further details please refer to the Chapter titled “Objects of the Issue” beginning on page 56 of this Draft Red Herring Prospectus. 19. As the specific acquisition targets have not been identified, the fund deployment in this regard is

uncertain. Our Company intends to use part of the Issue Proceeds amounting to ` 1800 Lac (which represents about 25.71% of the Issue Proceeds) for acquisitions as described in the Chapter titled ‘Objects of the Issue’ on page 56 of this Draft Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus, we have not yet identified specific acquisition targets. We have not yet entered into any definitive agreements to utilize the funds allocated for making acquisitions. Further, there can be no assurance that we will be able to conclude definitive agreements for such acquisition on such terms and conditions as anticipated by us or on terms most favourable to us and in the timeframe contemplated by us. In view of the same, the amount of Issue Proceeds allocated for acquisition may remain unutilised till the acquisition process is completed. 20. Our funding requirements and proposed deployment of the Issue Proceeds are based on

management estimates and have not been independently appraised by any bank/financial institution and may be subject to change based on various factors, some of which are beyond our control.

Our funding requirements and the proposed deployment of the Issue Proceeds are based on management estimates which are based on quotations received from suppliers. The funding requirements have not been appraised by any bank/financial institution. In the absence of such an independent appraisal, the deployment of the Issue Proceeds is solely at our discretion. However, as per the provisions of the listing agreement, our Audit Committee appointed by the Board will monitor the utilisation of the Issue Proceeds.

We may have to revise our expenditure and funding requirements as a result of variations in costs, estimates, quotations, exchange rates or other external factors, which may not be within the control of our management. This may entail rescheduling, revising or cancelling planned expenditure and funding requirements at the discretion of our Board. For further details please refer to the Chapter titled “Objects of the Issue” beginning on page 56 of this Draft Red Herring Prospectus.

21. The schedule of implementation envisaged by us may be delayed and as a result thereof, we may

face operational delays and escalation in costs. This may affect our expansion plans.

The proposed schedule of implementation of the “Objects of the Issue” may be delayed on account of delay in finalising the properties, delay in procuring equipments, force majeure events, unanticipated cost increases or changes in macro-economic scenario, any of which could give rise to delays and cost overruns. While we may seek to minimize the risks from any unanticipated events, we cannot ensure that all potential delays can be mitigated and that we will be able to prevent any cost over-runs and any

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opportunity loss resulting from such delays, shortfalls and disruptions. For further details please refer to the Chapter titled “Objects of the Issue” beginning on page 56 of this Draft Red Herring Prospectus. C. Risks related to our Business 22. Failure of our franchisees to operate the franchisee operated education centres successfully

may affect our brand and business conditions.

As of August 31, 2011, 36 of our 47 education centres are operated by our franchisees. Our franchisees are required to operate the education centres in the same manner in which the self-operated education centres are carried on. Further we have limited control on the franchisee with respect to the manner in which they conduct their business. Any failure on the part of our franchisees to operate the education centres successfully and in the expected manner, or at all, could affect our brand and business conditions.

23. Our business and profitability will suffer if we fail to train our executives in new technologies in

order to keep pace with rapid changes in technology and the industries on which we focus. Technology by its very nature is dynamic and ever changing. We need to continuously train and appraise our executives with all the new technologies in hardware and network management. Further, the IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new service introductions. Our future success will depend on our ability to anticipate these advances and develop new service offerings by constant improvement and innovation. We also need to train our executives in new technologies being evolved and keep them abreast with the same so that our Company is able to meet our client demands. We may not be successful in anticipating or adequately responding to these advances in a timely basis, or, the services offered by us may not be satisfactory in view of the change in technologies in the market. Any such failure or complacency on our part to evolve continuously at steady pace could adversely affect our ability to compete efficiently, our cost-competitiveness and could also adversely affect our revenue and profitability.

24. Certain Service Agreements and Franchise Agreements entered into by the Company may not

be adequately stamped. In case of a dispute we may not be able to enforce these agreements.

Our Company has entered into various Service Agreements for the purposes of its Infrastructure Management Services (IMS) business with its clients for the purposes of providing them services on terms and conditions mentioned therein. Further, our Company has also entered into various Franchise Agreements with certain entities for the purposes of running Education centres on franchise basis. Some of these Service Agreements and Franchise Agreements may not be adequately stamped in accordance with the applicable stamping law. Therefore, in case of a dispute we may not be able to enforce these agreements.

25. We operate all our Education Centers on rented premises and if we are required to vacate them,

it may affect our business operations. Further, our registered office is also obtained on leave and license basis. Furthermore, some of the leave and license agreements and lease agreements entered into by us with respect to the rented properties may not be duly registered or adequately stamped. In case of a dispute we may not be able to enforce these agreements.

Presently, our Company has 47 Education Centres across India, of which 11 are operated by our Company and 36 are operated by our franchisees. The premises used for running the Education Centers (excluding centers operating on franchise basis) and the premises on which our registered office is located are not owned by us and have been procured on lease/ license basis. If the lessor or licensor of such premises does not renew the agreements under which we use the same, we may have to vacate the premises and alternative premises may not be available at the same or similar cost and location. Such a situation could affect our business operations. Further, the rent payable in respect of the rented premises may escalate in future resulting in increase in operation costs. Furthermore, some of the lease/ leave and license agreements may not be adequately stamped or registered with the registering authority of appropriate jurisdiction. Therefore, incase of a dispute we may be unable to enforce these agreements.

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26. Delays or defaults in client payments could result in a reduction of our profits.

The efficiency and growth of our business depends on timely payments received from our clients. In the event, our clients default or delay in their payments, we may not have adequate resources to fund our business and growth plans. This could have an adverse effect on our business, financial condition and results of operations.

27. We might not be able to successfully implement our business strategies

In order to achieve our goal of expanding our presence across the country, we are constantly evaluating the possibilities of expanding our presence. Our initiatives, inter-alia, include:

(a) Increasing our geographical presence;

(b) Expansion of Self-operated Education Centers; and

(c) Inorganic growth through acquisitions, etc.

Implementation of the aforesaid business strategies may pose significant challenges to our administrative, financial and operational resources and additional risks, including some of which we may not be specifically aware of. If we are unable to successfully implement some or all of our key strategic initiatives in an effective and timely manner, we may face an adverse effect on our future business prospects.

28. There are certain pending Government / Statutory Approvals and Licenses pending

We have applied for the registration under respective Shops and Establishments laws for our Self-operated Education Centers at Dadar, Vashi, Nagpur, Thane, Andheri, Jalgaon, Pune, Kolkata and Ahemdabad and the same are yet to be received.

29. The acquisition of other companies, businesses or technologies in the future could result in

operating difficulties, integration issues and other adverse consequences. As on the date of this Draft Red Herring Prospectus, we have experienced only organic growth other than acquiring the Education business from our Co-promoter M/s Pradeep Bhangale HUF, which signifies expansion of our Company from its own (internally generated) resources, without resorting to acquisitions of other firms/companies/brands. However, as part of our growth strategy, we intend to pursue acquisitions to expand our business. However, we have not yet identified such acquisition targets. Therefore, there can be no assurance that we will be able to identify suitable acquisition targets or strategic investment at such terms and conditions most favourable to us. If we attempt to acquire entities outside India, we may not be able to satisfy certain Indian regulatory requirements for such acquisitions and may need prior approval from the RBI which we may not be able to obtain within a reasonable time or at all. Further, foreign acquisitions also involve risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with doing business in other countries. Any failure to achieve successful integration of such acquisitions or investments may have an impact on our business operations and financial conditions.

Risks related to our Group Company 30. Our Group Company, “We Search Consulting Private Limited” has incurred losses in the last

three financial years. Sustained financial losses by our Group Company may not be perceived positively by external parties such as customers, bankers, etc., which may affect our credibility and business operations.

Our Group Company, We Search Consulting Private Limited has incurred losses since the last three financial years as per the details given below: -

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(` in Lac) Name of the Company FY 2011 FY 2010 FY-2009 We Search Consulting Private Limited

(0.04) (0.09) (0.05)

Sustained financial losses by our Group Company may not be perceived positively by external parties such as customers, bankers, etc., which may affect our credibility and business operations. 31. The Main Objects of our Group Company, We Search Consulting Private Limited (“We

Search”) are similar to that of our Company, which could lead to possible conflicts of interests and could affect our business operations and financial condition.

The Main Objects of our Group Company, We Search enables it to undertake and carry out businesses that are similar or related to our business. Further, our Company has not entered into non- compete agreement with We Search. Though, currently We Search is not carrying on any business in conflict with our business, there can be no assurance that it will not provide comparable services, expand its presence or acquire interests in competing ventures in the locations in which we operate. Further, there is no assurance that a conflict of interest may not occur between our business and the business of We Search in the future, or that we will be able to suitably resolve such a conflict without any adverse effect on our business or operation. For further details, please see the Chapter titled “Our Group Company” on page 134 of this Draft Red Herring Prospectus. EXTERNAL RISK FACTORS

32. Increases in wages for IT professionals could reduce our cash flows and profit margins. The compensation packages for IT professionals and hardware/network engineers have been steadily increasing over last few years as the IT Industry has grown and matured. Therefore, in order to retain skilled executives and deliver consistent quality to our customers, we may have to increase our compensation packages to our employees. However, at the same time, due to intense competition in the market we may not be able to pass on the increase in employee costs to our clients. Therefore, increase in wages coupled with difficulty in higher billing to our clients may lead to reducing our profit margins, which may inturn affect our cash flow, adversely.

33. Any slump in the IT Industry, domestically or more importantly globally may adversely affect

our business operations and financial conditions of our Company.

Since we cater mainly top the IT Industry, any major downturn or recessionary cycle in the domestic or global IT Industry may severely affect our revenue. Further, with the fixed costs remaining the same or even raising due to inflationary pressures, we may face pressure on our profit margins. This may adversely affect our financial condition and consequently, our business operations and growth.

34. We may require further equity issuances to satisfy our capital needs, which we may not be able

to procure. We may need to raise additional capital from time to time, dependent on business requirements. Some of the factors that may require us to raise additional capital include (i) business growth beyond what the current balance sheet can sustain, (ii) additional capital requirements imposed due to changes in regulatory regime or new guidelines, and (iii) significant depletion in our existing capital base due to unusual operating losses. We may not be able to raise such additional capital at the time it is needed or on terms and conditions favourable to us or to the existing shareholders.

35. Any future issuance of Equity Shares may dilute your shareholding and sales of our Equity

Shares by our Promoter or other major shareholders may adversely affect the trading price of the Equity Shares.

Any future equity issuances by us, including in a primary offering, may lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our Promoter or other major shareholders may adversely affect the trading price of the

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Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. 36. There is no existing market for our Equity Shares and we cannot assure you that such a market

will develop. The stock price may be volatile, and you may be unable to resell your shares at or above the Issue price or at all.

Prior to this Issue, there has been no public market for our Equity Shares, and an active trading market may not develop or be sustained upon the completion of this Issue. The Issue Price of the Equity Shares offered hereby may not be indicative of the market price of the Equity Shares after this Issue. The market price of our Equity Shares after this Issue will be subject to significant fluctuations in response to among other factors:

variations in our operating results and the performance of our business; regulatory developments in our target markets affecting us, our customers or our competitors; changes in financial estimates by securities research analysts; addition or loss of executive officers or key employees; loss of one or more significant customers; the performance of the Indian and global economy; significant developments in India’s economic liberalization and deregulation policies, and the fiscal regime; and volatility in the Indian and global securities markets.

Many of these factors are beyond our control. There has been recent volatility in the Indian stock markets and our share price could fluctuate significantly as a result of such volatility in the future.

37. The Issue price of our Equity Shares may not be indicative of the market price of our Equity

Shares after the Issue and the market price of our Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price.

The Issue Price of our Equity Shares will be determined on the basis of the Book Building Process. This price will be based on numerous factors (For further information please refer the Chapter titled “Basis for Issue Price” beginning on page 69 of the Draft Red Herring Prospectus.) and may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price. Amongst the factors that could affect our share price are:

Quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net income and revenues;

Changes in revenue or earnings estimates or publication of research reports by analysts; Speculation in the press or investment community; General market conditions; and Changes in economic, legal and regulatory factors (both domestic and international) unrelated

to our performance such as global recession, imposition of trade / non trade barriers and sanctions etc.

38. You will not be able to immediately sell any of our Equity Shares purchased through this Issue

on Stock Exchanges until the receipt of appropriate trading approvals from Stock Exchanges. Pursuant to Indian regulations, certain actions must be completed before the Equity Shares can be listed and trading may commence. Investors demat accounts with depository participants in India are expected to be credited within two working days of the date on which the basis of allotment is approved by the Designated Stock Exchange. Thereafter, upon receipt of trading approval from the Stock Exchanges, trading in the Equity Shares is expected to commence within seven working days of the date on which the basis of allotment is approved. We cannot assure you that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within the time periods specified above. Any delay in obtaining the approvals would restrict your ability to dispose of your Equity Shares.

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39. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the

BSE and the NSE in a timely manner, or at all, and any trading closures at the BSE or the NSE may adversely affect the trading price of our Equity Shares.

In accordance with Indian law and practice, permission for listing of the Equity Shares will not be granted until after those Equity Shares have been issued and allotted. Approval requires all other relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the Equity Shares on the BSE and the NSE. In accordance with section 73 of the Companies Act, in the event that the permission of listing the Equity Shares is denied by the Stock Exchanges, our Company is required to refund all monies collected to investors. For further information, please refer to Chapter titled “Other Regulatory and Statutory Disclosures” on page 181 of this Draft Red Herring Prospectus. Any failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.

The regulation and monitoring of the Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in Europe and the U.S.A closure or prolonged suspension of trading on either or both of the BSE and the NSE may adversely affect the trading price of the Equity Shares.

40. You may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Capital gains arising from the sale of shares and debentures are generally taxable in India. Any gain realised on the sale of shares and debentures on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if the securities transaction tax, or STT, has been paid on the transaction. The STT will be levied on and collected by an Indian stock exchange on which shares or debentures are sold. Any gain realised on the sale of shares and/or held for more than 12 months to an Indian resident, which are sold other than on a recognised stock exchange and as a result of which no STT has been paid, will be subject to capital gains tax in India. Further, any gain realised on the sale of shares and/or debentures held for a period of 12 months or less will be subject to capital gains tax in India. Capital gains arising from the sale of shares and/or debentures will be exempt from taxation in India in cases where an exemption is provided under a treaty between India and the country of which the seller is a resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from a sale of the shares and/or debentures, as the case may be.

41. Conditions in the Indian securities market may affect the price or liquidity of the Equity Shares. Indian stock exchanges have in the past experienced substantial fluctuations in the prices of listed securities. These exchanges have also experienced problems that have affected the market price and liquidity of the securities of Indian companies, such as temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time restricted securities from trading, limited price movements and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur in the future, the market price and liquidity of our Equity Shares could be adversely affected. 42. Political instability and significant changes in the Government’s policy on liberalisation of the

Indian economy could impact Our Company’s financial results and prospects. The role of the Indian central and state governments in the Indian economy and their effect on producers, consumers and regulators has remained significant over the years. Since 1991, successive governments of India have pursued policies of economic liberalisation, including insignificantly relaxing restrictions on the private sector. However, there is no assurance that these liberalisation policies and the political stability will continue in the future. The rate of economic liberalisation could change, and laws and policies affecting the automotive component manufacturers, foreign investment and other matters affecting investment in our Company’s securities could change as well. Any significant change in liberalisation and deregulation policies could adversely affect business and

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economic conditions in India generally and our Company’s business and results of operations and the market for the Equity Shares in particular.

43. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the

financial markets and our Company’s business. India has witnessed localised civil disturbances in recent years and any future civil unrest or other acts of violence or war may adversely affect the global equity markets and economic growth. These acts may result in a loss of business confidence, make travel, transport, communications and other services more difficult and have other consequences that may have an adverse effect on our Company’s business, results of operations and financial condition. Any deterioration in international relations may result in investor concern regarding regional stability, which could adversely affect the market for the Equity Shares. 44. Natural calamities may have a negative impact on the Indian economy and harm Our

Company’s business. India has experienced natural calamities in recent years, including earthquakes, floods, drought and a tsunami. The severity and duration of these natural disasters or abnormal weather conditions determines their impact on the Indian economy. Such natural calamities may have an adverse impact on the Indian economy, which could in turn adversely affect our Company’s business and the market for the Equity Shares. Prominent Notes: The investors may contact the BRLM who have submitted the due diligence certificate to the

Board for any complaint pertaining to the Issue. For contact details of the BRLM, please refer to Chapter titled “General Information” beginning on page 38 of this Draft Red Herring Prospectus.

Our Company’s net worth was ` 1,738.82 Lac as on March 31, 2011.

Our Company’s Book Value was ` 93.23 Lac as on March 31, 2011.

Public Issue of [●] Equity Shares of ` 10/- each for cash at a price of ` [●] per Equity Share

(including a share premium of ` [●] per Equity Share) aggregating ` 7,000 Lac. Our Group Company does not have any business interests or other interests in our Company.

There were no transactions between our Company and our Group Company during the last year. The average cost of acquisition per Equity Share by our Promoters is as follows: -

Sr. No. Name of Promoter Cost of Acquisition (in `)

1. Mr. Pradeep Bhangale 1.25 2. Mrs. Prachi Bhangale 1.25 3. M/s Pradeep Bhangale HUF 1.25

Our Company was incorporated, vide Certificate of Incorporation dated March 20, 1998 issued by

Registrar of Companies, Maharashtra (“RoC”), under the provisions of the Companies Act, 1956 as Bee’s Computer System Private Limited and vide fresh certificate of incorporation dated July 07, 2000 the name of our Company was changed to ITSourceindia Tech Private Limited. Our Company was converted into a public limited company and the name of our Company was changed to ITSourceindia Tech Limited vide fresh certificate of incorporation dated July 17, 2010. The name of our Company was further changed to ITSource Technologies Limited and a fresh certificate of incorporation dated October 28, 2010 was issued by ROC with CIN U72900MH1998PLC114091. The Registered Office of our Company is situated at Mumbai, Maharashtra. For details of the change in the name and Registered Office of our Company, please refer to Chapter titled “History and Other Corporate Matters” beginning on page 111 of this Draft Red Herring Prospectus.

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Further, the “Objects” clause in the Memorandum of Association was not amended to reflect the abovementioned changes in the name of our Company. For details of transactions in the securities of our Company by our Promoter, Promoter Group,

Directors of our Company and their relatives in the last 6 months, see the notes to the Chapter titled “Capital Structure” on page no. 46 of this Draft Red Herring Prospectus.

During the period of 6 months immediately preceding the date of filing of this Draft Red Herring

Prospectus with SEBI, no financing arrangements existed whereby the Promoter Group, our Promoters, our Directors and their relatives have financed the purchase of Equity Shares by any other person, other than in the normal course of the business of such financing entity.

The Issue is being made under sub-regulation (1) of Regulation 26 of the SEBI ICDR Regulations

and through a Book Building Process wherein not more than 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only.. Further not less than 15% of the Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price.

Under-subscription, if any, in any category would be allowed to be met with spill over from any of

the other categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange and in accordance with applicable laws, rules, regulations and guidelines, subject to valid Bids being received at or above the Issue Price.

Investors may note that in case of over-subscription, if any, in the Issue, allotment shall be made

on a proportionate basis to QIB Bidders, Non-Institutional Bidders and Retail Individual Bidders; and will be finalised by our Company in consultation with the BRLM and the Designated Stock Exchange; and in accordance with applicable laws, rules, regulations and guidelines, subject to valid Bids being received at or above the Issue Price.

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SECTION III- INTRODUCTION

SUMMARY OF INDUSTRY The Chapter titled "Industry Overview" beginning on page 81 has been derived from a report titled “Indian IT Industry” that the Company has commissioned Credit Analysis & Research Limited ("CARE") to prepare a report (the "Report"). CARE has obtained the information set forth in the Report from its databases and other sources available in the public domain identified in the Report. CARE‘s methodologies for collecting information and data, and therefore the information discussed in the "Industry Overview" section, may differ from those of other sources, and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the industry. This information has not been independently verified by us, the Book Running Lead Manager, or their respective legal, financial or other advisors, and no representation is made as to the accuracy of this information. The "Industry Overview" section also includes certain projections and estimates that are based on certain assumptions regarding contingencies and other matters that are not within the control of the Company, the BRLM, CARE or any other person. These assumptions are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those projected. CARE has given and has not withdrawn its written consent to the issue of this Draft Red Herring Prospectus with the inclusion herein of its name and all references thereto and to the inclusion of the Report, including extracts of the Report, in this Draft Red Herring Prospectus, in the form and context in which it appears in this Draft Red Herring Prospectus. While the Company has taken reasonable actions to ensure that the Report and the market share and industry data and forecasts have been extracted accurately and in their proper context, neither the Company nor the BRLM have independently verified any of the data and forecasts from CARE or from third party sources or ascertained the underlying assumptions relied upon. As a result, you are cautioned against placing undue reliance on such information. Disclaimer of CARE This report is prepared by CARE Research, a division of Credit Analysis & Research Limited [CARE]. CARE Research has taken utmost care to ensure accuracy and objectivity while developing this report based on information available in public domain. However, neither the accuracy nor completeness of information contained in this report is guaranteed. CARE Research operates independently of ratings division and this report does not contain any confidential information obtained by ratings division, which they may have obtained in the regular course of operations. The opinion expressed in this report cannot be compared to the rating assigned to the company within this industry by the ratings division. The opinion expressed is also not a recommendation to buy, sell or hold an instrument. CARE Research is not responsible for any errors or omissions in analysis/inferences/views or for results obtained from the use of information contained in this report and especially states that CARE (including all divisions) has no financial liability whatsoever to the user of this product. This report is for the information of the intended recipients only and no part of this report may be published or reproduced in any form or manner without prior written permission of CARE. Overview of Global and Indian Economy Global economy went through a turmoil in 2008-09 caused by subprime crisis mainly originated in U.S. but spread across the financial institutions in North America and Europe. Almost all the major economies took calibrated steps in providing stimulus through easing of monetary policy and quantitative easing. The global economy grew at 5.1% in CY2010 recovering from its dismal performance in CY2009 where the world economy decelerated to -0.5%. Amidst the fears of slowdown in U.S. and European economies due to rising sovereign debt in U.S. and Europe, first quarter of CY2011 witnessed annualized global economic growth of 4.3% (Source: World Economic Outlook Update: June 17th 2011). In June, 2011, Federal Reserves cut U.S. economic growth forecast for CY2011 to 2.7% to 2.9% from April 2011 forecast of 3.1% to 3.3% and the same for CY2012 was cut to 3.3% to3.7% from April 2011 forecast of 3.5% to 4.2%. However, recently, in many emerging economies like India and China, inflation pressures are emerging and there are some signs of overheating. Emerging economies have, in turn, responded by raising bank rates to curtail inflation. This might decelerate their growth rates to some extent. At the beginning of August 2011, U.S. avoided major uncertainty in the world markets by passing legislation to raise the U.S. debt limit by at least

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US$2.1 trillion and to cut the federal spending by US$2.4 trillion or more. This was followed S&P downgrading U.S. from AAA to AA+ and Moody’s downgrading Japan from Aa2 to Aa3, on concerns about growing budget deficits, leading to a sharp correction in equity markets worldwide post U.S. downgrade. Euro Area is expected to grow at 2% in 2011 and 1.7% in 2012 (Source: World Economic Outlook Update: June 17th 2011). IMF expects global output to expand by 4.3% in CY2011. In both CY2011 and CY2012, growth in emerging and developing economies is expected to remain buoyant at 6.6% and 6.4% respectively. Developing Asia region continues to grow most rapidly, but other emerging regions are also expected to continue their strong rebound. Overview of Global and Indian IT Industry The global IT industry can be categorised into hardware, software and IT Services (and even telecom). The hardware industry includes computer systems, peripherals, storage including servers, mobile devices and network equipment (routers, switches, modem, cabling etc.); while the software industry includes Application, Infrastructure, Storage, Security, Network Management, Education, Communications etc. IT Services include customised services like application development and maintenance, system integration, infrastructure management services, consulting and other outsourcing services. Globally technology products and services related spending has crossed US$1.6 trillion mark in CY2010 growing at 4% over CY2009 pushed by pent up demand and return of discretionary spending, with U.S. and Europe being major consumers but more and more growth coming from emerging markets. In CY2009, the global technology and services related spending was critically impacted due to the recessionary scenario and declined by 2.9% y-o-y to US$1.5 trillion while hardware markets were impacted worse than the software or service markets and reported a decline of 8% y-o-y. Companies and individuals deferred their discretionary spending and plans to acquire new hardware thereby extending product lifecycle. (Source: NASSCOM). Growth of Indian IT Industry

Source: NASSCOM

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Top sectors deploying IT:

Overview and market size of different segments of IT Services

Infrastructure Management Services In recent times, IT Infrastructure industry has grown tremendously with NASSCOM estimating offfshored IT Infrastructure growing at 10% in 2010. Remote Infrastructure Management (RIM) in India has grown at a CAGR of more than 60% in last four years. Infrastructure outsourcing market has grown in tandem to record a growth of $4.3 billion in 2010 growing at a CAGR of 39% in last 4 years. IT Infrastructure outsourcing in its early stages in India was in the form of network support and IT helpdesk services which later on upgraded in the form of server support, backup and recovery services and infrastructure application management. Last few years witnessed shift towards work which is more strategic in nature such as information security and network architecture design, packaged implementation support, system planning and analysis.

Infrastructure Outsourcing Market in India

Source: NASSCOM

IT Security Demand for IT security products and services have been witnessing exponential growth for past few years expected to grow at a CAGR of more than 10% to reach $71 billion from $55 billion currently, resulting from increasing deployment of IT-enabled business solutions (Source: Gartner press release). Some of the worst cyber attacks on the government websites (the one by hacker group Lulz on Pentagon’s site) and private enterprises (suspected Chinese hackers attacking Google’s corporate infrastructure) have made it necessary for them to have an updated and strong IT security infrastructure in order to secure their vital information from malicious cyber attackers. Fast Internet adoption in various emerging countries is also fuelling the demand for IT security products and services worldwide. The security software market worldwide remains fragmented with top five firms viz. Symantec, McAfee (acquired by Intel), Trend Micro, IBM and EMC holding around 40% marketshare. Evenafter continuous consolidation, market is open to expansion and innovation by new entrants.

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Indian security market is around $200 million in 2010 growing at a CAGR of more than 12% y/y. (Source: Gartner Press Release).

Resource Process Outsourcing (RPO) Resource Process Outsourcing involves outsourcing some or all the recruitment related activities like talent acquisition, training, Orientation, development and promotion, integration with the organisation, retention etc. With rising attrition rates across the organisations, talent acquisition and retention has become primary activity for the human resource departments consuming majority of their time. Businesses are showing interest in outsourcing these activities and focus on their core activities. Also, the third party vendors offer specialised services and can benefit from economies of scale and by sharing of resources. North America continues to lead the RPO growth representing more than of the total number of deals. Most of the multinational organizations from North America and Europe are adopting RPO in their Asia-Pacific operations. Worldwide Human Resource Outsourcing (HRO) market is considered to be more than $90 billion growing in double digits. RPO industry is approximately less than half of total HRO market. RPO is new to India and is expected to be valued at around $2.5 billion in 2011. (Source: CARE Research).

Vocational Training – IT and Soft Skills Though India has a population of about 1.21 billion, its literacy rate as per the Census 2011 considering all age groups is around 74% which is comparatively lower than some of the developing countries.

Source: UNESCO Institute for Statistics, 2010 The Indian Education system can be broadly classified into three categories namely, Formal, Vocational & Informal. Outlook and Key challenges Global IT Industry IT spend has direct correlation with growth in GDP, which is being revised downwards after sluggishness expected in U.S. and European economies. As per Gartner, worldwide IT spending in 2011 is expected to grow nearly 7%, expected to be revised downwards post U.S. downgrade. Though developed economies are cautious on their spending, worldwide IT spending may benefit from the recovery in emerging markets, which will generate more than half of all new IT spending worldwide in 2011. 2011 will not witness the pent-up demand witnessed in 2009-10 post-recession and will also see a major surge in the use of private and public cloud and mobile computing on a variety of devices and through a range of new apps. Hardware is likely to grow the fastest at about 12%, led by the refresh cycle in the Government sector. Shipments of app-capable, non-PC mobile devices (smartphones, media tablets) are expected to outnumber PC shipments. Worldwide PC shipments are now expected to grow by just 4.2% in 2011, down from a February forecast of 7.1%, according to IDC.

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Indian IT Industry With the expected growth momentum in the Indian economy, there will be a corresponding up scaling of businesses, especially in terms of personnel strength which will lead to networking requirement for yielding higher efficiencies and economies. The Indian government will be a key driver for increased adoption of IT-based products and solutions and is strongly focused on taking IT-enabled interaction to the masses. This opens up the opportunity to extend the ICT revolution beyond the major metropolises to the Tier II and Tier III cities, which will give a further boost to the networking and hardware industry.In the private sector, the fast growth is evident across a string of verticals which includes BSFI, telecom, retail, education, healthcare and manufacturing which are increasingly deploying high-end networking infrastructure and consider investment in networking as extremely strategic. This along with increasing PC penetration has made India the fastest growing IT networking product market in Asia-Pacific region. Increasing investment in infrastructure projects and the surge in 3G & WiMax investments has further accelerated the growth of networking system & devices. Overall Indian domestic IT services and Products markets is expected to touch Rs.1,71,697 crore in FY2012. Growing at a CAGR of 17.3% over 2010-2014 period, the aggregate market size of the domestic IT services and IT products sector will touch Rs.2,33,930 crore by FY2014. This presents huge opportunity for IT infrastructure & enterprise networking products.

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SUMMARY OF BUSINESS We are an ISO 9001:2008 certified public limited company focussed on end-to-end Infrastructure Technology solutions that include IT Infrastructure Management Services, Technology Consulting and Education Business.

As a part of Infrastructure Management Services, we provide Remote Management Services, Total IT Outsourcing, Managed IT Services and Enterprise Services.

In Technology Consulting, our offering includes, System Integration, IT Security and

Consulting and Data Center services.

Our Education business provides result orientated quality training in the areas of career courses, global certification and exams, corporate training, finishing programs in soft skills for freshers and experienced individuals in the industry.

Our customer base includes companies from diverse industry verticals like Telecom, IT, BSFI, Media, Manufacturing, Government departments and others. We provide services to large corporates like Larsen & Turbo Limited, Siemens, Tata Communications Limited, Godrej, Johnson & Johnson India Limited etc. As on August 31, 2011, we have 47 education centers in Maharashtra, Karnataka, Gujarat, Orissa, Madhya Pradesh, Assam, Goa and West Bengal of which 11 are self-operated and 36 are run on franchise basis. Across the centers, we have more than 150 trainers, 1600 technically equipped personnel and trained approx 10,000 students till date. The total income of our Company has grown from ` 1332.44 Lac in FY 07 to ` 13162.97 Lac in FY 11 at a CAGR of 77.29%. The Profit after tax of our Company has grown from ` 24.63 Lac in FY 07 to ` 957.09 Lac in FY 11 at a CAGR of 149.67%. Competitive Strengths The following are our principal competitive strengths, which, we believe, are the key factors differentiating us from our competitors:

1. End to End capability in providing services for large & complex set up Our expertise lies in delivering end to end services for all customer requirements for business transformation. We have delivered large and complex projects from single location to multilocation and multicity. Our total IT outsourcing offering helps large enterprises to efficiently manage people, processes and technology to derive and sustain value within the company. We help organizations to strategize, integrate, manage, maintain, sustain and optimize their IT infrastructure for better value systems. 2. Flexible and Customer centric delivery models We have built customer centric, cost effective delivery models to improve the efficiency of business operations of our clients. Our delivery models enable us to provide services onsite, multilocation, multicity, on call and through our Network Operating Centre. Delivery models are aligned with international standards like ISO (International Organisation for Standardization) and ITIL (Information Technology Infrastructure Library) based practices. 3. Strong Management Expertise Our Promoters have significant experience in the IT industry with an average experience of 18 years. The senior management consist of professionals with experience in IT industry. The experience of our senior management team has enabled us to scale up our operations and services which has facilitated the growth of our business.

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4. Unique mix of Services & Education Business We have, over the years, developed a strong mix of Services portfolio and Education business. We believe, we are one of the few companies in the country who have adopted this model for growth. We train human resources with quality skills from our Education business which can be leveraged for our Services business. This mix of Services and Education business gives us an edge in the market as we have large pool of skilled human resources generated from our Education business.

5. Well recognized brand for Education Our Education business has been instrumental in building talent for our Company as well as for the IT industry. We commenced our Education business vertical in the year 2008 by acquiring the business of “ITSource Academy of Computers” run by one of our Promoters, M/s Pradeep Bhangale HUF. We have since then expanded this business from 2 centres and as on August 31, 2011, have 47 operating education centres across 8 states. Out of these 47 centers, 11 are self-operated and 36 centers are operated on franchise basis. We believe we are one of the well-recognized brands amongst the students and corporate clients who prefer to hire students from our education centers. Business Strategies Going higher up in value chain in IT Outsourcing and Managed IT services We intend to enhance our value added services capabilities like Total IT Outsourcing Services and Managed IT services to add value to the businesses and save costs for our clients resulting in the overall efficiency of our Company. We also intend to develop delivery capability for different industry verticals to increase overall market share of our Company. Continued focus on large customers and enhance our presence in SME Sector We will continue to focus on our existing base of large customers and leverage further by building strong relationships with them. We are in the process of enhancing our presence in the SME sector with a view to acquire a larger share of business in this growing sector. To Increase our geographical presence We intend to increase our market share of IT Infrastructure Management services by adding more “business and services” locations across the country. We will also look at expanding our operations beyond India in the region like Middle East, US and Europe and try to replicate our delivery models to the customers across these regions. The Network Operating Centre proposed to be setup at our new corporate office will help us to deliver services at cost effective rate, enabling us to have an edge over our competitors. Leveraging and enhancing technological edge as differentiator As part of Technology Consulting offering, we will continue to acquire new technological expertise and capabilities and build solutions around these technologies like cloud computing, data center solutions, virtualization and migration. Further, we will leverage our existing relationship with global IT players to offer IT solutions to our clients Expansion of Education centers We intend to expand Education centers across the country. We plan to leverage our brand recognition and experience in the Education segment to service the increasing demand for skilled human resources in the country and across the globe. We propose to open 25 new education centers in Western, Southern and Eastern regions of the country over the next two years, which will be operated by the Company directly. We have already identified the States and cities for setting up our proposed education centers. For further details please see the Chapter titled “Objects of the Issue” on page 56 of this Draft Red Herring Prospectus. We also intend to increase total Education centers to 110 centers in

32

next 2 years, out of which 36 centers will be operated by the Company and the balance would be operated on franchise basis. Quality education through standardized and innovative teaching methods We have implemented a standardized curriculum across our Education centers. Our curriculum provides a breakdown of the day-to-day activities to be implemented by our trainers. We intend to launch centralized content delivery center which shall enable all faculty members to train students with defined consistency in learning methodology. To achieve inorganic growth through strategic acquisitions and investments; We intend to build end to end capabilities in IT Infrastructure Management Services business. We look to achieve this through organic as well as inorganic growth. By way of inorganic growth, we may identify companies with complementary technological skills along with significant customer base across geographies where we do not have significant presence. For further details, please see the Chapter titled “Objects of the Issue” on page no 56 of this Draft Red Herring prospectus

33

SUMMARY OF FINANCIAL INFORMATION

RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

(` in Lac) Particulars As at As at As at As at As at 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07 A FIXED ASSETS

Gross block 757.13 556.63 345.16 153.49 97.43 Less: Accumulated

depreciation (335.06) (248.71) (145.56) (70.19) (43.23) Net block 422.07 307.92 199.60 83.30 54.20 B INVESTMENTS 1.00 1.00 18.68 17.18 12.20 C CURRENT

ASSETS, LOANS AND ADVANCES

Inventories 29.01 34.94 48.95 37.55 8.19 Sundry debtors 4,687.00 3,546.28 1,287.60 482.53 251.29 Cash and bank

balances 154.81 122.39 120.96 88.98 14.01 Other current

assets 2.23 0.60 0.15 0.03 - Loans and

advances 682.67 418.74 323.55 167.20 103.93 5,555.72 4,122.95 1,781.21 776.29 377.42 D LIABILITIES

AND PROVISIONS

Secured loans 574.28 275.06 370.13 203.77 90.44 Unsecured loans 236.34 170.73 4.49 9.66 18.22 Current liabilities 2,450.00 2,777.13 1,047.18 454.07 212.15 Provisions 939.97 403.14 191.84 56.00 32.43 4,200.59 3,626.06 1,613.64 723.50 353.24 E DEFERRED TAX

LIABILITIES / (ASSETS) NET

39.38 10.82 (2.59) 1.56 (0.76)

F NET WORTH

(A+B+C-D-E) 1,738.82 794.99 388.44 151.71 91.34

G SHARE CAPITAL

Equity share capital 93.25 93.25 93.25 50.00 25.00

H SHARE

APPLICATION MONEY - 6.75 6.75 - -

I RESERVES AND

34

SURPLUS Profit and loss

account 1,645.57 694.99 288.44 101.71 66.34

NET WORTH (H+I) 1,738.82 794.99 388.44 151.71 91.34

- - - - -

Note: The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral part of this Restated Summary Statement of Assets and Liabilities.

RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS

(` in Lac)

Particulars Year Year Year Year Year ended ended ended ended ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A INCOME Sales and income from

operations 13,161.78 9,687.81 7,079.25 3,761.23 1,361.12

Other income 7.11 10.25 3.28 0.03 - Increase/(Decrease) in

stock (5.92) (14.01) 11.40 29.36 (28.68)

13,162.97 9,684.05 7,093.93 3,790.62 1,332.44

B EXPENDITURE Purchases 8,801.77 6,648.88 4,628.75 2,622.09 488.72 Employees' cost 1,995.75 1,692.46 1,642.99 963.87 712.85 Administration, training,

selling and other expenses 642.28 545.51 413.59 93.93 60.87

Interest 84.62 45.30 28.44 19.22 10.69 Preliminary expenses

written off - - - 1.75 0.21

Depreciation 120.61 123.65 78.09 26.96 20.71

11,645.03 9,055.80 6,791.86 3,727.82 1,294.05

C PROFIT BEFORE TAX 1,517.94 628.25 302.07 62.80 38.39 Provision for taxation: - Current tax (532.29) (202.83) (107.55) (19.04) (13.01) - Deferred tax (expense)/

benefit (28.56) (13.42) 4.16 (2.32) 1.55

- Fringe benefit tax - - (6.50) (3.14) (2.30) D PROFIT AFTER TAX 957.09 412.00 192.18 38.30 24.63 Balance brought forward

from previous year 694.99 288.44 101.71 66.34 43.22

SURPLUS AVAILABLE FOR APPROPRIATION

1,652.08 700.44 293.89 104.64 67.85

E APPROPRIATIONS Proposed dividend 5.60 4.66 4.66 2.50 1.25 Dividend distribution tax 0.91 0.79 0.79 0.43 0.26 BALANCE CARRIED

FORWARD TO 1,645.57 694.99 288.44 101.71 66.34

35

BALANCE SHEET

- - - - -

Note: The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral part of this Restated Summary Statement of Profit and Loss Account.

STATEMENT OF RESTATED CASH FLOWS (` in Lac)

Particulars Year Year Year Year Year ended ended ended ended ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax

1,517.94

628.25

302.07

62.80

38.39 Adjustments for:

Depreciation

120.61

123.65

78.09

26.96

20.71

Interest expenses

84.62

45.30

28.44

19.22

10.69

Loss/(Profit) on sale of fixed assets (net)

1.75

4.33

0.04

-

-

Dividend income

(0.15)

-

-

-

-

Interest income

(2.53)

(0.56)

(0.80)

(0.03)

-

Preliminary expenses written off

-

-

-

-

0.21

Cash generated from operations before working capital changes

1,722.24

800.97

407.84

108.95

70.00

Adjustments for:

(Increase)/ Decrease in inventories

5.92

14.01

(11.40)

(29.36)

28.68

(Increase)/ Decrease in trade and other receivables

(1,145.45)

(2,264.14)

(863.19)

(234.86)

(96.13)

Increase/ (Decrease) in trade and other payables

(323.65)

1,738.43

615.80

243.27

80.38

Cash generated from/ (used in) operations

259.06

289.27

149.05

88.00

82.93

Direct taxes paid (net)

(259.21)

(89.72)

(101.64)

(62.40)

(39.54)

Net cash from/ (used in) Operating Activities (A)

(0.15)

199.55

47.41

25.60

43.39

B CASH FLOW FROM INVESTING ACTIVITIES

Payments made for purchase of fixed assets

(243.00)

(240.13)

(196.74)

(56.06)

(31.96)

Proceeds from sale of fixed assets

6.50

3.82

2.30

-

-

Interest received

1.05

0.11

0.68

-

-

(Increase) / decrease in investments

-

17.68

(1.50)

(4.98)

(6.08)

36

Net cash from/ (used in) Investing Activities (B)

(235.45)

(218.52)

(195.26)

(61.04)

(38.04)

-

-

-

-

C CASH FLOW FROM FINANCING ACTIVITIES

-

-

-

-

Proceeds from borrowings (net of repayment)

357.23

66.46

157.05

101.90

6.15

Proceeds from issue of share capital

-

-

43.25

25.00

-

Share application money received

-

-

6.75

-

-

Share application money refunded

(6.75)

-

-

-

-

Dividend paid

(5.45)

(5.45)

(2.93)

-

(1.50)

Interest paid

(77.01)

(40.61)

(24.29)

(16.49)

(9.72)

Net cash generated from/ (used in) Financing Activities (C)

268.02

20.40

179.83

110.41

(5.07)

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C)

32.42

1.43

31.98

74.97

0.28

Cash and Cash Equivalents at the beginning of the year

122.39

120.96

88.98

14.01

13.73

Cash and Cash Equivalents at the end of the year

154.81

122.39

120.96

88.98

14.01

Net Increase As Disclosed Above

32.42

1.43

31.98

74.97

0.28

-

-

-

-

-

Components of Cash and Cash Equivalents at the end of the year

Cash in hand

43.01

37.44

30.46

10.53

6.19

Cheques in hand

-

-

13.00

-

- Balance with scheduled banks:

Current account

66.20

72.70

71.12

69.85

7.40

Fixed deposit / margin money

45.60

12.25

6.38

8.60

0.42

154.81

122.39

120.96

88.98

14.01

- - - - -

Notes: 1 The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral

part of this Statement of Restated Cash Flow.

2 The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard - 3

on "Cash Flow Statements".

37

THE ISSUE

Issue by our Company [●] Equity shares of Face Value of ` 10/- each for cash at price of ` [●] (including a premium of ` [●]) aggregating ` 7,000 Lac

Of which

A) QIB Portion Not more than [●] Equity Shares shall be available for allocation

Of which: Available for allocation to Mutual Funds (5% of the QIB Portion)

Upto [●] Equity Shares shall be available for allocation

Balance QIB Portion including Mutual Funds

Upto [●] Equity Shares shall be available for allocation

B) Non-institutional Portion Not less than [●]Equity Shares shall be available for allocation

C) Retail Portion Not less than [●] Equity Shares shall be available for allocation

Equity Shares outstanding prior to the Issue 74,60,000 Equity SharesEquity Shares outstanding after the Issue [●] Equity Shares Use of Net Proceeds See Chapter titled “Objects of the Issue” on page 56

of this Draft Red Herring Prospectus Notes: 1. Allocation to all categories shall be made on a proportionate basis. 2. In the event of over-subscription, allocation shall be made on a proportionate basis subject to

valid Bids being received at or above the Issue Price. 3. Under-subscription, if any, in any structure of the categories would be allowed to be met with spill

over from the other categories, at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange.

For details of the terms of the Issue, see Chapter titled “Terms of the Issue” on page 191 of this Draft Red Herring Prospectus.

38

GENERAL INFORMATION Our Company was incorporated, vide Certificate of Incorporation dated March 20, 1998 issued by Registrar of Companies, Maharashtra (“RoC”), under the provisions of the Companies Act, 1956 as Bee’s Computer System Private Limited and vide fresh certificate of incorporation dated July 07, 2000 the name of our Company was changed to ITSourceindia Tech Private Limited. Our Company was converted into a public limited company and the name of our Company was changed to ITSourceindia Tech Limited vide fresh certificate of incorporation dated July 17, 2010. The name of our Company was further changed to ITSource Technologies Limited and a fresh certificate of incorporation dated October 28, 2010 was issued by ROC with CIN U72900MH1998PLC114091. Registered Office: ITSource Technologies Limited 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai 400093. Tel No: + 91-22-4222 3600 Fax No: + 91-22-4222 3601 Registration Number: - 114091 Corporate Identification Number: - U72900MH1998PLC114091 Address of Registrar of Companies: Office of Registrar of Companies, 100, Everest, Marine Drive, Mumbai 400002 Tel No: + 91-22-22812645 Fax No: + 91-22-22811977 Email: roc.mumbai@mca.gov.in Our Board of Directors: - The Board of Directors as on the date of filing this Draft Red Herring Prospectus with SEBI is as follows: Name Age

(Years)DIN Category Designation

Mr. Pradeep Bhangale 47 00322707 Executive & Non- Independent

Chairman and Managing Director

Ms. Prachi Bhangale 38 00322754 Executive& Non- Independent

Whole-time Director

Mr. Dinesh Nair 36 02250778 Executive & Non-Independent

Whole-time Director

Mr. Praveen Bangad 29 02784756 Non-Executive & Independent

Independent Director

Mr. Devinder Kumar Arora 50 02511528 Non-Executive & Independent

Independent Director

Mr. Ravishankar Gopalan 47 02559630 Non-Executive & Independent

Independent Director

For detailed profile of our Chairman and Managing Director and other Directors, please refer to the Chapter titled “Our Management” beginning on page 115 of the Draft Red Herring Prospectus. COMPANY SECRETARY Mr. Manish Singh 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road,

39

Andheri (East), Mumbai 400093. Tel No: + 91-22-4222 3600 Fax No: + 91-22-4222 3601 Email: manishs@itsourceindia.com Website: www.itsourceindia.com COMPLIANCE OFFICER Mr. Amol Patil Sr. Manager- Accounts & Finance 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai 400093. Tel No: + 91-22-4222 3600 Fax No: + 91-22-4222 3601 Email: amolp@itsourceindia.com Website: www.itsourceindia.com Investors are advised to contact the Compliance Officer and / or the Registrar to the Issue in case of any pre-Issue or post-Issue problems such as non-receipt of letters of Allocation, credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non receipt of funds by electronic mode etc. BANKERS TO OUR COMPANY HDFC Bank Sana Building, Near Podar High School, Link Road, Santacruz (West), Mumbai – 400 055 Tel. No.+ 91-22- 2604 6899 Fax No. + 91-22-6710 4237 Email: devendra.purohit@hdfcbank.com Website: www.hdfcbank.com Contact Person: Mr. Devendra Purohit Bank of Baroda 11th Lane, Near Parsi Agyari, Khetwadi, Mumbai – 400 004. Tel. No. + 91-22- 2388 4626 Fax No. + 91-22- 2385 3104 Email: khetwa@ bankofbaroda.com Website: www.bankofbaroda.com Contact Person: Mr. J. K. Jain STATUTORY AUDITORS TO OUR COMPANY AND TO THE ISSUE M/s Suresh Surana and Associates, Chartered Accountants 310, Ahura Centre, 82, Mahakali Caves Road, Andheri (East), Mumbai 400093. Tel No: +91-22-6696 0644 Fax: +91-22-2820 5685 Email: ramesh@ss-associates.com Website: www.ss-associates.com Contact Person: Mr. Ramesh Gupta ISSUE MANAGEMENT TEAM BOOK RUNNING LEAD MANAGER Saffron Capital Advisors Private Limited SEBI Registration No.: INM000011211

40

A- 102, Everest Grande, Mahakali Caves Road, Andheri (East), Mumbai - 400 093 Tel. No. + 91-22-4082 0906/917 Fax No. + 91-22-4082 0999 Email: project.it@saffronadvisor.com Investor Grievance Email: investorgrievance@saffronadvisor.com Website: www.saffronadvisor.com Contact Person: Mr. Amit Wagle/ Mr. Anup Varpe REGISTRARS TO THE ISSUE Bigshare Services Private Limited SEBI Registration No.: INR000001385 E-2/3, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072 Tel No.: 91-22-2856 0652 Fax No.: 91-22-2847 5207 Email: ipo@bigshareonline.com Investor Grievance Email: investor@bigshareonline.com Website: www.bigshareonline.com Contact Person: Mr. Ashok Shetty LEGAL ADVISORS TO THE ISSUE M/s. Kanga and Company Advocates & Solicitors Readymoney Mansion, 43, Veer Nariman Road Mumbai – 400 001 Tel No: +91 22 6623 0000 Fax No: +91 22 6633 9656/6633 9657 Email: dhaval.vussonji@kangacompany.com Contact person: Mr. Dhaval Vussonji IPO GRADING AGENCY Credit Analysis & Research Limited Address: 4th Floor Godrej Coliseum, Off Eastern Express Highway, Somaiya Hospital Road, Sion East, Mumbai – 400 022 Tel No: 022-6754 3456 Ext: 638 Fax No: 022-6754 3457 Email: sharmila.jain@careratings.com Website: www.careratings.com Contact person: Ms. Sharmila Jain SYNDICATE MEMBERS [●] BANKERS TO THE ISSUE & ESCROW COLLECTION BANK [●] BROKER TO THE ISSUE All members of the recognized Stock Exchanges would be eligible to act as Brokers to the Issue REFUND BANKER TO THE ISSUE [●]

41

SELF CERTIFIED SYNDICATE BANKS [●] The SCSBs are as per the updated list available on SEBI’s website at www.sebi.gov.in/pmd/scsb.pdf. Investors are requested to refer the SEBI website for updated list of SCSBs and their designated branches. All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the SCSBs or the Syndicate/Sub-syndicate member, giving full details such as name, address of the applicant, number of Equity Shares applied for, Bid Amount blocked, ASBA Account number and the Designated Branch of the SCSBs or the Syndicate/Sub-syndicate member where the ASBA Form was submitted by the ASBA Bidders. For all Issue related queries and for redressal of complaints, Bidders may also write to the Book Running Lead Manager. All complaints, queries or comments received by SEBI shall be forwarded to the Book Running Lead Manager, who will respond to the same. STATEMENT OF RESPONSIBILITIES Saffron Capital Advisors Private Limited is the sole BRLM to the Issue and shall be responsible for the following activities:

Sr. No.

Activity

1. Capital structuring with the relative components and formalities such as composition of debt and equity, type of instruments, etc.

2. Conducting a Due diligence of our Company’s operations / management / business plans / legal, etc. Drafting and designing the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus. Ensuring compliance with the SEBI (ICDR) Regulations, 2009 and other stipulated requirements and completion of prescribed formalities with the Stock Exchanges (pre-issue), RoC and SEBI.

3. Primary co-ordination with SEBI, RoC and Stock Exchanges up to bidding and coordinating interface with lawyers for agreements.

4. Appointment of the Registrar, Bankers to the issue and appointment of other intermediaries viz. printers and advertising agency

5. Primary coordination of drafting/proofing of the design of the Prospectus, bid forms including memorandum containing salient features of the Prospectus with the printers. Primary coordination of the drafting and approving the statutory advertisement.

6. Drafting and approving all publicity material other than statutory advertisement as mentioned in (4) above including corporate advertisement, brochure, etc.

7. Retail & HNI segment Marketing, Which will cover inter alia:

Preparation of road show presentation. Finalising centres for holding Brokers’ conference Finalising media, marketing and PR

Strategy Follow up on distribution of publicity and issue material including application form,

brochure and deciding on quantum of issue material Finalising collection centres as per schedule III of SEBI (ICDR) Regulations, 2009

8. Institutional Marketing, which will cover inter alia:

Finalisation of list of investors. Finalisation of one to one meetings and allocation of institutions. Finalisation of presentation material.

9. Managing Book & co-ordination with stock Exchanges for bidding terminals, mock trading etc

42

10. Pricing and QIB allocation 11. Follow – up with the bankers to the issue to get quick estimates of collection and advising the

issuer about closure of the issue, based on the correct figures. 12. The post-Issue activities for the Issue will involve essential follow up steps, which include

finalizing basis of allotment / weeding out of multiple applications, the listing of instruments and dispatch of certificates/demat credits or refunds and dematerialized delivery of shares with the various agencies connected with the work such as the Registrars to the Issue and Bankers to the Issue, Self Certified Syndicate Banks, the bank handling refund business. The BRLM shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with our Company.

The selection of various agencies like the Bankers to the Issue, Escrow Collection Bank(s), Syndicate Members, Brokers, Advertising agencies etc. will be finalized by our Company in consultation with the BRLM. Even if other intermediaries will handle any of these activities, the BRLM shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with our Company. CREDIT RATING This issue being an issue of Equity Shares, credit rating is not required. IPO GRADING Credit Analysis and Research Limited has been appointed for grading this Issue. Details of IPO Grading along with the grading rationale will be incorporated before filing of the Red Herring Prospectus with RoC and will be made available for inspection at our Registered Office from 10.00 a.m to 4.00 p.m. on Business Days during the Bidding Period. TRUSTEES This being an issue of Equity Shares, appointment of trustees is not required. APPRAISAL AND MONITORING AGENCY The proposed funds requirement is not appraised by any Bank/Financial Institution. Further, as the proceeds of the Issue will be less than ` 50,000 lacs, under the SEBI (ICDR) Regulations, 2009 it is not required that a monitoring agency be appointed by our Company. However, as per the Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges upon listing of the Equity Shares and in accordance with the Corporate Governance requirements, the Audit Committee of our Company would be monitoring the utilization of the Issue Proceeds. Book Building Process Book building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus within the Price Band. The Issue Price is finalized after the Bid/ Issue Closing Date. The principal parties involved in the Book Building Process are:

Our Company; BRLM; Syndicate Members who are intermediaries registered with SEBI or registered as brokers with

BSE/NSE and eligible to act as Underwriters. The Syndicate Members are appointed by the BRLM;

Registrar to the Issue; and Escrow Collection Banks; and SCSBs.

43

Regulation 43(2) of the SEBI (ICDR) Regulations, 2009 has permitted an issue of securities to the public through the 100% Book Building Process, wherein not more than 50% of the Issue shall be available for allocation to QIBs on a proportionate basis, out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Qualified Institutional Buyers’ portion shall be available for allocation on a proportionate basis to all Qualified Institutional Buyers, including Mutual Funds, subject to valid Bids being received at or above Issue Price. Further, not less than 15% of the Issue shall be available for allotment to Non Institutional Bidders and not less than 35% of the Issue shall be available for allotment to Retail Individual Bidders on a proportionate basis, subject to valid Bids being received at or above the Issue Price. We will comply with the SEBI (ICDR) Regulations, 2009 for this Issue. In this regard, we have appointed Saffron Capital Advisors Private Limited as the BRLM to manage the Issue and procure subscriptions to the Issue. In accordance with the SEBI Regulations, QIBs are not allowed to withdraw their Bid(s) after the Bid/Issue Closing Date. For further details, please see the Chapter titled “Terms of the Issue” on page 191 of this Draft Red Herring Prospectus. The process of Book Building under the SEBI Regulations is subject to change from time to time and the investors are advised to make their own judgment about investment through this process prior to making a Bid or application in the Issue. Illustration of Book Building and Price Discovery Process (Investors should note that this example is solely for illustrative purposes and is not specific to the Issue) Bidders can bid at any price within the price band. For instance, assume a price band of ` 20 to ` 24 per share, issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the bidding centres during the bidding period. The illustrative book below shows the demand for the Shares of the issuer company at various prices and is collated from bids received from various investors.

Bid Quantity Bid Price (`) Cumulative Quantity Subscription

500 24 500 16.67%

1,000 23 1,500 50.00%

1,500 22 3,000 100.00%

2,000 21 5,000 166.67%

2,500 20 7,500 250.00% The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired number of shares is the price at which the book cuts off, i.e., ` 22 in the above example. The Issuer, in consultation with the BRLM, will finalise the issue price at or below such cut-off price, i.e., at or below ` 22. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in the respective categories. Steps to be taken by the Bidders for Bidding 1. Check eligibility for making a Bid (please see the Chapter titled “Issue Procedure – Who Can

Bid?”on page 199 of this Draft Red Herring Prospectus). 2. Ensure that you have a demat account and the demat account details are correctly mentioned

in the Bid cum Application Form or the ASBA Form, as the case may be; 3. Except for Bids on behalf of the Central or State Governments and the officials appointed by

the courts, for all Bids, ensure that you have mentioned your PAN in your Bid cum Application Form or ASBA Bid cum Application Form. In accordance with the SEBI Regulations, the PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of the transaction (please see Chapter titled “Issue Procedure” on page 197 of this Draft Red Herring Prospectus);

44

4. Ensure that the Bid cum Application Form or ASBA Bid cum Application Form is duly

completed as per instructions given in this Draft Red Herring Prospectus and in the Bid cum Application Form or ASBA Bid cum Application Form;

5. Ensure the correctness of your Demographic Details (as defined in the Chapter titled “Issue Procedure at page 197 of Draft Red Herring Prospectus), given in the Bid cum Application Form or ASBA Form, with the details recorded with your Depository Participant;

6. Bids by ASBA Bidders will have to be submitted to the Syndicate Member (s)/ sub-syndicate members at the Syndicate ASBA Centres or SCSBs at the Designated Branches. ASBA Bidders should ensure that their bank accounts have adequate credit balance at the time of submission to the Syndicate Member (s)/sub-syndicate member or the SCSB to ensure that their ASBA Bid cum Application Form is not rejected; and

WITHDRAWAL OF THE ISSUE Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue after the bidding and if so, the reason thereof shall be given as a public notice within two days of the closure of the Issue. The public notice shall be issued in the same newspapers where the pre-issue advertisement had appeared. The Stock Exchanges where the specified securities were proposed to be listed shall also be informed promptly. If our Company withdraws the Issue after closure of bidding, we will be required to file a fresh draft offer document with the Securities and Exchange Board of India. BIDDING /ISSUE PROGRAMME* BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES ON [●]*

BID/ISSUE CLOSES FOR NON QIB BIDDERS ON

[●]

* Our Company may consider closing the Bidding Period for QIB Bidders one day prior to the Bid/Issue Closing Date in accordance with the SEBI (ICDR) Regulations Bids and any revision in Bids will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the Bidding centers mentioned in the Bid cum Application Form, or in the case of Bids submitted through ASBA, the designated branches of the SCSBs or to the Syndicate Member(s)/sub-syndicate members at the Synidcate ASBA Centres, except that on the Bid/ Issue Closing Date, Bids excluding ASBA Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and uploaded until (i) 4.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders; and (ii) 5.00 p.m. which may be extended up to such time as permitted by the Stock Exchanges in case of Bids by Retail Individual Bidders where the Bid Amount is up to ` 2,00,000. Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than 3.00 p.m. (Indian Standard Time) on the Bid/ Issue Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically experienced in IPOs, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation in the Issue. If such Bids are not uploaded, our Company and the Syndicate shall not be responsible. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday). On the Bid/ Issue Closing Date, extension of time may be granted by the Stock Exchanges only for uploading the Bids received by Retail Individual Bidders, after taking into account the total number of Bids received up to the closure of timings for acceptance of Bid-cum Application Forms and ASBA Bid cum Application Forms as stated herein and reported by the BRLM to the Stock Exchanges within half an hour of such closure.

45

Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI ICDR Regulations. The Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. Subject to compliance with the immediately preceding sentence, the Floor Price can move up or down to the extent of 20% of the Floor Price as disclosed at least two Working Days prior to the Bid/ Issue Opening Date and the Cap Price will be revised accordingly. In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days after revision of Price Band subject to the Bidding Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the websites of the BRLM and at the terminals of the Syndicate. Underwriting Agreement After the determination of the Issue Price and allocation of the Equity Shares, but prior to the filing of the Prospectus with the RoC, our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered through this Issue. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLM shall be responsible for bringing in the amount devolved in the event that their respective Syndicate Members do not fulfill their underwriting obligations. The Underwriting Agreement is dated [●]. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions specified therein. The Underwriters have indicated their intention to underwrite the following number of Equity Shares: (This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the RoC)

Name and Address of the Underwriters Indicated Number of Equity Shares to be

Underwritten

Amount Underwritten

(` in Lac) [●] [●] [●] [●] [●] [●] [●] [●] [●] The above mentioned amount is indicative underwriting and this would be finalized after determination of the Issue Price and actual allocation. The Board of Directors (based on the certificates given by the Underwriters), confirm that the resources of the above mentioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The above-mentioned Underwriters are registered with SEBI or registered as brokers with the Stock Exchanges. The Board of Directors has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the table above, the BRLM and the Syndicate Members shall be responsible for ensuring payment with respect to the Equity Shares allocated to the investors procured by them. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC after the Prospectus is filed with the RoC.

46

CAPITAL STRUCTURE Our Equity Share capital, as at the date of filing of this Draft Red Herring Prospectus with SEBI, immediately prior to and after the proposed Issue is set forth below: -

(` in Lac) Aggregate

Value at Face value

Aggregate Value at Issue Price

A AUTHORISED SHARE CAPITAL

1,50,00,000 Equity Shares of ` 10/- each 1,500 [●]

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE

74,60,000 Equity Shares of ` 10/- each 746 [●]

C * PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS

[●] Equity Shares of ` 10/- each h

[●] 7,000

- Of which:

- QIB portion of not more than [●] Equity

Shares shall be available for allocation [●] [●]

- Non-Institutional portion of not less than [●]

Equity Shares shall be available for allocation [●] [●]

- Retail portion of not less than [●] Equity

Shares shall be available for allocation [●] [●]

D ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE

[●] Equity Shares of ` 10/- each [●] [●]

E SECURITIES PREMIUM ACCOUNT

Before the Issue Nil

After the Issue [●] * The Issue has been authorised by the Board at its meeting held on August 22, 2011 and by the shareholders of our Company at an Annual General Meeting held on September 2, 2011. Notes to capital structure 1. Details of increase in Authorised Share Capital since incorporation The Authorised Share Capital of our Company at the time of incorporation was ` 1,00,000/- (Rupees One Lac only) divided into 10,000 Equity Shares of ` 10/- each. The following table gives the increase in the Authorised Capital post Incorporation of our Company: -

Sr. No.

Particulars of increase Date of Shareholder’s meeting

AGM/ EGM

1. Increase in authorised share capital from ` 1,00,000/- divided into 10,000 Equity Shares of ` 10/- each to ` 10,00,000/- divided into 1,00,000 equity shares of ` 10/- each.

June 17, 2000 EGM

47

Sr. No.

Particulars of increase Date of Shareholder’s meeting

AGM/ EGM

2. Increase in authorised share capital from ` 10/-, 00,000/- divided into 1,00,000 Equity Shares of ` 10/- each to ` 25,00,000/- divided into 2,50,000 equity shares of ` 10/- each.

March 30, 2006 EGM

3. Increase in authorised share capital from ` 25,00,000/- divided into 2,50,000 Equity shares of ` 10/- each to ` 1,00,00,000/- divided into 10,00,000 Equity Shares of ` 10/- each.

February 14, 2008 EGM

4. Sub-division of 10, 00,000 Equity Shares of ` 10 each to 20, 00,000 Equity Shares of ` 5/- each.

May 10, 2008 EGM

5. Increase in authorised share capital from ` 1,00,00,000/- divided into 20,00,000 Equity Shares of ` 5/- each to ` 5,00,00,000/- divided into 1,00,00,000 Equity Shares of ` 5/- each.

March 27, 2010 EGM

6. Consolidation of the 1,00,00,000 Equity Shares of ` 5/- each to 50,00,000 Equity Shares of ` 10/- each

September 02, 2011 AGM

7. Increase in authorised share capital from ` 5,00,00,000/- divided into 50,00,000 Equity Shares of ` 10/- each to ` 15,00,00,000/- divided into 1,50,00,000 Equity Shares of ` 10/- each.

September 02, 2011 AGM

2. Share capital history of our Company

A. The following is the history of the equity share capital of our Company: Date of the allotment of Equity Shares

No. of Equity Shares

Face Value

(`)

Issue Price

(`)

Nature of

consider-tion

Reasons for allotment

Cumulative no. of

Equity Shares

Cumulative paid-up Equity Capital

(`, in Lac)

Cumulative Securities Premium

(`)

March 10, 1998

300 10/- 10/- Cash Subscription to the

Memorandum of

Association

300 0.03 Nil

March 12, 1999

9700 10/- 10/- Cash Further allotment

10,000 1 Nil

January 10, 2004

50,000 10/- 10/- Cash Further allotment

60,000 6 Nil

December 1, 2006

1,90,000 10/- 10/- Cash Further allotment

2,50,000 25 Nil

March 31, 2008

2,50,000 10/- 10/- Cash Further allotment

5,00,000 50 Nil

May 10, 2008

Sub-division of 5,00,000 Equity Shares of ` 10/- each to 10,00,000 Equity Shares of ` 5/- each

June 10, 2008

8,00,000 5/- 5/- Cash Further Allotment

18,00,000 90 Nil

July 7, 2008

65,000 5/- 5/- Cash Further Allotment

18,65,000 93.25 Nil

September 2, 2011

Consolidation of 18,65,000 Equity Shares of ` 5/- each to 9,32,500 Equity Shares of ` 10/- each

September 2, 2011

65,27,500 10/- --- Other than

Bonus Issue in the ratio of

74,60,000 746 Nil

48

Cash 7:1* * 65,27,500 of bonus Equity Shares were issued to eligible shareholders in the ratio of 7:1 by way of capitalization of free reserves of ` 6,52,75,000/- 3. Equity Shares issued for consideration other than cash Other than bonus issue made by us, details of which are set out in the table below, our Company has made no issues of shares for consideration other than cash: Date of the allotment

No. of Equity Shares

Face Value (In `)

Issue Price (In `)

Reasons for allotment Benefits accruing to our

Company

Persons to whom the

allotment were made

September 2, 2011

65,27,500 10 Nil Bonus Issue in the ratio of 7:1 by way of

capitalization of free reserves

Nil Existing Shareholders

4. Till date no Equity Shares have been allotted pursuant to any scheme approved under section 391-

394 of the Companies Act, 1956.

5. Our Company has never re-valued its assets and has not issued any bonus shares out of revaluation reserves.

6. As of date of filing the Draft Red Herring Prospectus, our Company has not issued any Equity Shares under any Employee Stock Option Scheme.

7. Our Company has not any issued any Equity Shares at a price lower than the Issue price in the twelve months preceding the date on which this Draft Red Herring Prospectus.

8. Build-up of Promoters’ capital, Promoters’ contribution and lock-in

1. History of Equity Share capital held by our Promoters Date of Allotment/ Transfer and Date when made fully paid-up

No. of Equity Shares

Offered/Transferred

Cumulative No. of Equity Shares

Face Value

(`)

Offer / Acquisition Price

(`)

Consider-ation

Nature of Transactio

n

%age of Pre-Issue Paid-up Capital

%age of Post -Issue Paid-

up Capita

l Mr. Pradeep Bhangale

On incorporation

100 100 10/- 10/- Cash Subscription to the

Memorandum of

Association

Negligible [●]

March 12, 1999

100 200 10/- 10/- Cash Transfer from Mr. Yashwant Bhangale

Negligible [●]

March 12, 1999

6,800 7,000 10/- 10/- Cash Further Allotment

0.09 [●]

January 10, 2004

25,000 32,000 10/- 10/- Cash Further Allotment

0.34 [●]

December 1, 2006

93,000 1,25,000 10/- 10/- Cash Further Allotment

1.25 [●]

March 31, 2008

2,31,000 3,56,000 10/- 10/- Cash Further Allotment

3.10 [●]

May 10, 2008

Sub-division of 3,56,000 Equity shares of ` 10/- each to 7,12,000 Equity Shares of ` 5/- each

49

May 24, 2010

(10) 7,11,990 5/- 10/- Cash Transfer to Mr.

Ramkrishna Bharate

Negligible [●]

May 24, 2010

(10) 7,11,980 5/- 10/- Cash Transfer to Ms.

Archana Shah

Negligible [●]

September 2, 2011

Consolidation of 7,11,980 Equity Shares of ` 5/- each to 3,55,990 Equity Shares of ` 10/- each

September 2, 2011

24,91,930 28,47,920 10/- NA NA Bonus Issue in the

ratio 7:1

33.40 [●]

Total 28,47,920 38.18% [●]

M/s Pradeep Bhangale HUF June 10, 2008

8,00,000 8,00,000 5/- 5/- Cash Further Allotment

5.36 [●]

August 5, 2009

15,000 8,15,000 5/- 5/- Cash Transfer from Mr. Jude Mathews.

0.10 [●]

September 2, 2011

Consolidation of 8,15,000 Equity Shares of ` 5/- each to 4,07,500 Equity Shares of ` 10/- each

September 2, 2011

28,52,500 32,60,000 10/- NA NA Bonus Issue in the ratio 7:1

38.24 % [●]

Total 32,60,000 43.70% [●] Notes: All the Equity Shares held by our Promoters were fully paid up at the time of the allotment; and

None of the equity shares held by our Promoters are pledged or encumbered on the date of filing

this Draft Red Herring Prospectus.

Mrs. Prachi Bhangale

On Incorporation

100 100 10/- 10/- Cash Subscription to the

Memorandum of

Association

0.00 [●]

March 12, 1999

2,900 3,000 10/- 10/- Cash Further allotment

0.04 [●]

January 10, 2004

25,000 28,000 10/- 10/- Cash Further Allotment

0.34 [●]

December 1, 2006

97,000 1,25,000 10/- 10/- Cash Further Allotment

1.30 [●]

March 31, 2008

19,000 1,44,000 10/- 10/- Cash Further Allotment

0.25 [●]

May 10, 2008

Sub-division of 1,44,000 Equity shares of ` 10/- each to 2,88,000 Equity Shares of ` 5/- each

September 2, 2011

Consolidation of 2,88,000 Equity Shares of ` 5/- each to 1,44,000 Equity Shares of ` 10/- each

September 2, 2011

10,08,000 11,52,000 10/- NA NA Bonus Issue in the ratio

7:1

13.51 [●]

Total 11,52,000 15.44 [●]

50

2. Details of Promoters’ contribution locked in for three years Name of Promoters

No. of Equity Shares Locked

in

Face Value

(`)

Issue Price

Date of Acquisition and when made fully

paid-up

Nature of Allotment/ Transfer

Consideration (Cash/other than cash)

Percentage of post-

Issue paid-up capital

Mr. Pradeep Bhangale

[●] [●] [] [●] [●] [●] [●]

Mrs. Prachi Bhangale

[●] [●] [] [●] [●] [●] [●]

M/s Pradeep Bhangale HUF

[●] [●] [] [●] [●] [●] [●]

The figures to be provided in this table shall be finalised upon determination of the Issue Price and the number of Equity Shares to be issued in the Issue, consequent to the Book Building Process. Our Promoters have by a written undertaking dated September 27, 2011, given consent for Equity Shares held by them to be considered as Promoters’ contribution to be locked in for a period of 3 years from the date of Allotment, consisting of 20% of the post-Issue equity share capital of our Company (“Promoters’ Contribution”). Our Promoters have pursuant to his undertaking dated September 27, 2011, agreed not to sell or transfer or pledge their shares or otherwise dispose off in any manner, the Equity Shares forming part of our Promoters’ Contribution from the date of filing of this Draft Red Herring Prospectus until the commencement of the lock-in period specified above. The SEBI ICDR Regulations require that an aggregate of 20% of the post-Issue shareholding of our Promoters be considered as Promoters’ Contribution and locked-in for a period of 3 years. Such lock-in is required to commence from the date of Allotment in the Issue. The Equity Shares that are being locked-in are not ineligible for computation of Promoter’s Contribution under Regulation 33 of the SEBI ICDR Regulations. In this connection, as per Regulation 33 of the SEBI ICDR Regulations, our Company confirms that the Equity Shares locked-in do not consist of: - (i) Equity Shares acquired during the preceding 3 years for consideration other than cash and

revaluation of assets or capitalization of intangible assets or bonus shares out of revaluations reserves or unrealised profits or bonus shares of shares which are otherwise ineligible for computation of Promoters’ Contribution;

(ii) Equity Shares acquired during the preceding 1 year, at a price lower than the price at which the Equity Shares are being offered to the public in the Issue;

(iii) Equity Shares issued to our Promoters upon conversion of a partnership firm;

(iv) Equity Shares held by our Promoters that are subject to any pledge; and

(v) Equity Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their subscription in the Promoters’ Contribution subject to lock-in.

The Promoters’ Contribution has been brought in to the extent, not less than the specified minimum lot and from the persons defined as “Promoters” under Regulation 2 (za) of the SEBI ICDR Regulations.

3. Details of share capital locked in for 1 year Other than the above Equity Shares that would be locked in for 3 years, the entire pre-Issue capital of our Company would be locked-in for a period of 1 year from the date of Allotment in the Issue pursuant to Regulation 36(b) and Regulation 37 of the SEBI ICDR Regulations.

51

4. Other requirements in respect of lock-in Pursuant to Regulation 39 of the SEBI ICDR Regulations, the locked-in Equity Shares held by the Promoters, as specified above, can be pledged only with scheduled commercial banks or public financial institutions as collateral security for loans granted by such scheduled commercial banks or public financial institution, provided that the pledge of the Equity Shares is one of the terms of the sanction of the loan. Provided that securities locked in as Promoters’ contribution for 3 years under Regulation 36(a) of the SEBI ICDR Regulations may be pledged only if, in addition to fulfilling the above requirement, the loan has been granted by such scheduled commercial bank or public financial institution for the purpose of financing one or more of the Objects of the Issue. Pursuant to Regulation 40 of the SEBI ICDR Regulations, Equity Shares held by the Promoters may be transferred to and amongst the Promoters, the Promoter Group or to new promoters or persons in control of our Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and in compliance with the Takeover Code. Further, pursuant to Regulation 40 of the SEBI ICDR Regulations, the Equity Shares held by persons other than the Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked-in as per Regulation 37 of the SEBI ICDR Regulations, along with the Equity Shares proposed to be transferred, provided that lock-in on such Equity Shares will continue for the remaining period with the transferee and such transferee shall not be eligible to transfer such Equity Shares till the lock-in period stipulated under the SEBI ICDR Regulations has ended, subject to compliance with the Takeover Code, as applicable. 9. The Promoter, Promoter Group, Directors of our Company and their relatives, have not undertaken

any transactions of Equity Shares during a period of 6 months preceding the date on which this Draft Red Herring Prospectus.

10. The list of shareholders of our Company and the Equity Shares held by them is as follows:

a) Our shareholders and the number of Equity Shares held by them as of the date of filing this Draft Red Herring Prospectus with SEBI, is as follows: -

Sr. No.

Name No. of Equity Shares (Face Value of ` 10/-

each)

Percentage

1. M/s Pradeep Bhangale HUF 32,60,000 43.70

2. Mr. Pradeep Bhangale 28,47,920 38.18

3. Mrs. Prachi Bhangale 11,52,000 15.44

4. Mr. Dinesh Nair 1,40,000 1.88

5. Mr. Somsuvra Bakshi 60,000 0.80

6. Mr. Ramkrishna Barhate 40 Negligible

7. Ms. Archana Shah 40 Negligible

Total 74,60,000 100

b) Our shareholders and the number of Equity Shares held by them 10 days prior to filing the Draft Red Herring Prospectus with SEBI, is as follows: -

Sr. No. Name No. of Equity Shares

(Face Value of ` 10/- each)

Percentage

1. M/s Pradeep Bhangale HUF 32,60,000 43.70 2. Mr. Pradeep Bhangale 28,47,920 38.18 3. Mrs. Prachi Bhangale 11,52,000 15.44 4. Mr. Dinesh Nair 1,40,000 1.88 5. Mr. Somsuvra Bakshi 60,000 0.80

52

6. Mr. Ramkrishna Barhate 40 Negligible 7. Ms. Archana Shah 40 Negligible

Total 74,60,000 100

c) Our top ten shareholders and the number of Equity Shares held by them 2 years prior to date of filing of this Draft Red Herring Prospectus with SEBI is as follows: -

Sr. No. Name No. of Equity Shares (Face Value

of ` 5/- each)

Percentage

1. M/s Pradeep Bhangale HUF 8,15,000 43.70 2. Mr. Pradeep Bhangale 7,12,000 38.18 3. Mrs. Prachi Bhangale 2,88,000 15.44 4. Mr. Dinesh S. Nair 35,000 1.88 5. Mr. Somsuvra Bakshi 15,000 0.80

Total 18,65,000 100 11. Details of the shareholding of our Company as on the date of filing of this Draft Red Herring

Prospectus

Pre- Issue Post- Issue

No. of Equity Shares

Percentage of Equity Share

capital

No. of Equity Shares

Percentage of Equity Share

capital Promoters (A) Mr. Pradeep Bhangale 28,47,920 38.18 28,47,920 [●] Mrs. Prachi Bhangale 11,52,000 15.44 11,52,000 [●] M/s Pradeep Bhangale HUF

32,60,000 43.70 32,60,000

Sub Total (A) 72,59,920 97.32 72,59,920 [●] Promoter Group (B Mrs. Archana Shah 40 Negligible 40 [●] Sub Total (B) 40 Negligible 40 [●] Total Holding of Promoters and Promoter Group (C=A + B)

72,59,960 97.32 72,59,960 [●]

Employees and Directors (other than the Promoters) (D)

2,00,040

2.68 [●] [●]

Others (E) Nil Nil [●] Nil Total Public holding (F= D+E)

2,00,040 2.68 [●] [●]

Total 74,60,000 100 [●] 100.00

12. The Shareholding pattern of our Company as per Clause 35 of the Listing Agreement Category of Shareholder

No. of Share holder

s

Total No. of Shares

Shares held in

Dematerialised Form

Total Shareholding as a % of total No. of

Shares

Shares pledged or otherwise

encumbered As a % of

(A+B) As a %

of (A+B+C)

No. of shares

As a % of Total

No. of Shares

(A) Shareholding of Promoter and Promoter Group

53

(1) Indian Individuals / HUF 4 72,59,960 - 97.32 97.32 - - Bodies Corporate - - - - - - -Any Others Persons Acting in Concert

- - - - - - -

Sub Total 4 72,59,960 - 97.32 97.32 - - (2) Foreign - - - - - - - Total shareholding of Promoter and Promoter Group (A)

4 72,59,960 - 97.32 97.32 - -

(B) Public Shareholding (1) Institutions Mutual Funds / UTI - - - - - - - Financial Institutions / Banks

- - - - - - -

Any Others (Specify)

- - - - - - -

HUF - - - - - - - Sub Total - - - - - - - (2) Non-Institutions Bodies Corporate - - - - - - - Individuals Individual shareholders holding nominal share capital up to ` 1 Lac

1 40 - 0.00 0.00 - -

Individual shareholders holding nominal share capital in excess of ` 1 lakh

1 60,000 - 0.80 0.80 - -

Any Others (Specify)

- -

Non Resident Indians

- - - - - - -

Directors & their Relatives & Friends

1 1,40,000 - 1.88 1.88 - -

Sub Total 3 2,00,040 - 2.68 2.68 - - Total Public shareholding (B)

3 2,00,040 - 2.68 2.68 - -

Total (A)+(B) 7 74,60,000 - 100 100 - - (C) Shares held by Custodians and against which Depository Receipts have been issued

- - - - - - -

(1) Promoter & Promoter Group

- - - - - - -

(2) Public - - - - - - - Sub Total - - - - - - - Total (A)+(B)+(C) 7 74,60,000 - 100 100 - -

13. Other than the following, none of our Key Management Personnel holds Equity Shares in our Company as on the date of filing of this Draft Red Herring Prospectus: -

Sr. No. Name of the Key Managerial Personnel No. of Equity Shares (Face Value of ` 10 each)

Percentage of pre-issue

share capital 1. Mr. Somsurva Baksi 60,000 0.80

54

2. Mr. Ramkrisna Barhate 40 Negligible

Total 60,040 0.80

14. Our Company, Directors and the BRLM have not entered into any buy-back or standby / safety net arrangements for the purchase of the Equity Shares of our Company from any person.

15. There are no financing arrangements wherein our Promoter Group, the Directors of our Company and relatives of the Directors of our Company have financed the purchase by any other person of securities of our Company, during the period of 6 months immediately preceding the date of filing this Draft Red Herring Prospectus.

16. As on the date of this Draft Red Herring Prospectus, BRLM does not hold any Equity Shares in our Company.

17. Our Promoters and members of the Promoter Group and BRLM will not participate in this Issue.

18. There has been no purchase or sale of Equity Shares by our Promoters, our Promoter Group, our Directors and their immediate relatives during the 6 months immediately prior to the filing of this Draft Red Herring Prospectus with SEBI.

19. Our Company shall ensure that transactions in the Equity Shares by our Promoters and the relatives of the Promoters between the date of filing the Red Herring Prospectus with the Registrar of Companies and the Bid/Issue Closing Date are reported to the Stock Exchange within 24 hours of such transaction.

20. Our Company does not have any intention or proposal to alter our capital structure for a period starting 6 months from the date of opening of the Issue by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity Shares) whether preferential or bonus, rights, further Public issue or Qualified Institutional Placement or otherwise. However our Company may consider altering/modifying our capital structure for the purposes of acquiring any company as envisaged in the Chapter titled “Objects of the Issue” on page 56 of this Draft Red Herring Prospectus.

21. Our Company has not raised any bridge loan against the proceeds of the Issue.

22. The Issue is being made through the 100% Book Building Process wherein not more than 50% of the Issue shall be available for allocation to QIBs on a proportionate basis. Further, 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the Issue will be available for allocation to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price.

23. Under subscription, in any category, shall be allowed to be met with spillover from the other categories or combination of categories by our Company and the BRLM in consultation with the Designated Stock Exchange and in accordance with applicable laws, rules, regulations and guidelines, subject to valid bids being received at or above the Issue Price.

24. Investors may note that in case of over subscription, not more than 50% of the Issue shall be available for allocation to QIBs on a proportionate basis. For details, see “Issue Procedure” on page 197 of Draft Red Herring Prospectus. Further, 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. Further, not less than 15% of the Issue will be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the Issue will be available for allocation to Retail Individual Bidders, subject to valid Bids being received from them at or above the Issue Price.

25. An over-subscription to the extent of 10% of the offer to public can be retained for the purpose of rounding off to the nearest integer during finalizing the allotment, subject to minimum allotment being equal to [●] Equity Shares, which is the minimum bid lot in this Issue.

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26. The Equity Shares are fully paid up and there are no partly paid up Equity Shares as on date.

Further, since the entire money in respect of the Issue is being called on application, all the successful applicants will be issued fully paid-up shares.

27. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from submission of the Draft Red Herring Prospectus with SEBI until the Equity Shares issued through the Prospectus are listed or application moneys refunded on account of failure of Issue.

28. As per the extant policy, OCBs are not permitted to participate in the Issue.

29. There are no outstanding warrants, options or right to convert debentures, loans or other financial instruments into our Equity Shares as on the date of this Draft Red Herring Prospectus.

30. There shall be only one denomination of Equity Shares of our Company unless otherwise permitted by law. Our Company shall comply with disclosure and accounting norms as may be prescribed by SEBI from time to time.

31. No payment, direct or indirect, in the nature of discount, allowance, commission or otherwise, shall be made either by us or our Promoters to the persons who receive Allotments, if any, in this Issue.

32. We have 7 shareholders as on the date of this Draft Red Herring Prospectus.

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OBJECTS OF THE ISSUE Our Company intends to utilize the Issue Proceeds for the following objects:

1. Acquisition and setting-up of new corporate office; 2. Enhancing Network Operating Center; 3. Setting up 25 new Education centers; 4. To finance our potential acquisitions; 5. Additional Working Capital; 6. General Corporate Purposes; and 7. Issue Expenses

The other Objects of the Issue also include creating a public trading market for the Equity Shares of our Company by listing them on BSE and NSE. We believe that the listing of our Equity Shares will enhance our visibility and brand name and enable us to avail of future growth opportunities. The “Main Objects” clause of the Memorandum of Association of our Company enables us to undertake our existing activities and the activities for which funds are being raised by us through this Issue. We further confirm that the activities by our Company carried out until now are in accordance with the “Main Objects” clause of the Memorandum of Association of our Company. Fund Requirements

The fund requirements for each of the objects are given in the following table: Sr. No Particulars Amount

(` in Lac)

1 Acquisition and setting-up of new corporate office

Purchase of office property 1,612.08

Furniture, Fixtures and Office Interiors 182.55

Up- gradation of Internal IT Infrastructure & ERP Implementation 256.25

Total 2,050.88

2 Setting up Network Operating Center 504.29

3 Setting up 25 new Education Centers 1,038.00

4 To finance our potential acquisitions 1,800.00

5 Additional Working Capital 500.00

6 General Corporate Purposes * [�]

7 Issue Expenses * [�]

Total 7,000 * To be incorporated at the time of filing of the Prospectus Means of Finance: The entire fund requirement of ` 7,000 Lac is proposed to be met out of the Issue proceeds. In case the IPO does not go as planned, our Company will make alternative arrangements like availing of fresh loans from bank(s) and/or utilizing internal accruals. In case of excess funds remaining after deployment as per the “Objects of the Issue”, the same will be utilized for General Corporate Purposes, as detailed on page 64 of this Draft Red Herring Prospectus. In case of any variations in the actual utilization of funds earmarked for the “Objects of the Issue” mentioned above or in case of increased fund requirements for a particular object, the shortfall, if any, may be financed by surplus funds, if any, available for other objects and/or the Company’s internal accruals, Private Placement and/or Debt facilities that may be availed from the banks/financial institutions, to the extent of such shortfall.

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The cost of the project and the means of finance are based on management estimates and quotations received from third parties. The fund requirements have not been appraised by any bank or financial institution. These requirements are subject to change due to variations in costs and other external factors which may not be within our control or as a result of change in our financial condition or business strategy. Our management will have the discretion to revise our business plans from time to time and consequently our funding requirements and deployment of funds may also be changed. This may result in rescheduling the proposed utilisation of the Issue proceeds and increasing or decreasing expenditure for a particular object visa-vis the proposed utilisation of the Issue proceeds. Since the “Objects of the Issue” are proposed to be financed entirely out of Issue proceeds, the requirement of an undertaking, as per Clause VII C (1) of Part A of Schedule VIII of the SEBI ICDR Regulations, (which requires firm arrangements of finance through verifiable means for 75% of the stated means of finance, excluding the amount to be raised through the proposed Issue), shall not applicable. Appraisal Our Company has not got its proposed requirements of funds as detailed in this chapter appraised by any bank or financial institution. Details of use of the Issue proceeds

1. Acquisition and setting-up of new corporate office We currently operate from our Registered Office which is taken on license basis. We propose to purchase a new corporate office admeasuring approx 23,000 sq. ft. super built up (15,000 sq. ft. carpet area) in a building known as “Arihant Aura” located in Turbhe, Navi Mumbai. The cost of purchase of new corporate office is estimated at ` 1,612.08 Lac based on a proposal dated August 21, 2011 received from the property developer/builder viz. Arihant Paradise Realty Pvt Ltd. All our departments like Sales & Marketing, Delivery Teams, Management Teams, Accounts, HR and Finance will operate out of our proposed corporate office which will also host a 20-seater Remote Management Center. We have estimated an expenditure of ` 2,050.88 Lac to be incurred in fiscal 2013, towards the establishment of our new corporate office. The break-up of the expenditure is set forth below:

Sr. No Particulars Estimated Cost

(` in Lac)

A Purchase of office property 1612.08

B Furniture , Fixtures and Office Interiors 182.55

C Up gradation of Internal IT infrastructure & ERP Implementation 256.25

Total 2050.88

A. Purchase of office property As per the estimate dated August 21, 2011 received from Arihant Paradise Realty Pvt Ltd, the estimated cost of office property is as given below:

Location Super Built up Area (in Sq. Ft.)

Cost (` per Sq.

Ft.)

Total Cost (` in Lac)

‘Arihant Aura’, Turbhe, Navi Mumbai 23,000 5910 1,359.30

Add: Floor rise @ ` 20 per Sq. Ft. 4.6 Basic Cost 1,363.90 Add: Development, Car Parking and Other Charges

120.65

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Total (A) 1,484.55 Add: Stamp Duty @ 5% on (A) 74.23 Add: Registration Charges 0.30 Property Cost (B) 1,559.08 Add: VAT @ 1% on (A) 14.85 Add: Service Tax @ 2.57% on (A) 38.15 Total Tax (C) 53.00 Total Property Cost (B) + (C) 1612.08

In the event we are unable to acquire the above mentioned property, we propose to purchase/acquire a similar property available in the identified area. Further, as on the date of this Draft Red Herring Prospectus, we have not entered into any definitive agreements for the purchase of the new corporate office. Please refer to risk factor 17 on page 16 of this Draft Red Herring Prospectus.

B. Furniture , Fixtures and Office Interiors As per the quotation provided by Hiten Sethi Architects Pvt. Ltd., Mumbai, dated August 23, 2011, the cost of Furniture, Fixtures and Office Interiors for our new corporate office is estimated as given below: Sr. No. Description * Amount

(` in Lac) Cost Per Sq Ft

(`)

1 Carpentary Works 25.50 1702 Door Works 3.30 22 3 Partition Works 14.25 95 4 Flooring work 3.00 20 5 Skirting & DADO Work 0.75 5 6 POP and False Ceiling Works 10.50 70 7 Painting Works 4.50 308 Civil Works 3.00 20 9 Dismantling and Demolition Works 0.45 3 10 Miscellaneous 6.75 45 11 Electrical Works 34.50 230 12 HVAC Works- Low Side 20.25 135 13 System Furniture 15.00 10014 Chairs 8.25 55 15 Carpet Flooring Works 13.50 90 16 Access Floor 0.45 3 17 Portable Fire Extinguishers 1.20 8 18 Addressable Smoke Detection System 3.75 25 19 Access Control 1.50 1020 CCTVs 0.90 6 21 Networking (Active) 1.50 10 22 Design Consultancy Fees 9.75 65 Total 182.55 1217 * exclusive of all applicable taxes

C. Up gradation of Internal IT Infrastructure & ERP Implementation To obtain scalability, efficiency and planned growth, we intend to invest in upgrading our infrastructure facilities & implement ERP system. The cost of upgradation of Internal IT Infrastructure & ERP Implementation is estimated as follows:

59

Sr. No

Particulars Qty (no.) Rate (`) Amount(` in Lac)

Name of Vendor

Date of Quotation

A Desktop- Intel® Pentium® Dual Core™ processor E5700 800MHz FSB / 2M L2 cache / 65W, 2GB, 250 GB HDD, DVD - RW , NO OS, 3 Years Onsite Warranty, 18. 5 TFT.

150 0.21 31.50 Lenovo September 05, 2011

B SAP Implementation including license fees

1 72 72.00 Aakit Technologies Private Limited

September 14, 2011

C Laptops - Intel i3 - 370 (2.40 GHz), 4GB RAM, 250 GB HDD 5400 RPM, Multi Burner, NO OS, Camera , Bluetooth, 6 Cell Battery, 3 Years Onsite Warranty

50 0.32 16.00 Lenovo September 05, 2011

D Server - IBM 5 4.35 21.75 Redington India Limited

24-Aug-11

E Certification ISO 27001:2005

1 3.25 3.25 Shamkris Marketing Services Pvt. Ltd.

27-Aug-11

F Storage- IBM Storwize V7000 Disk Control Enclosure

1 16.85 16.85 IBM 27-Aug-11

G Softwares, operating systems, storage managers etc

1 94.9 * 94.90 Redington India Limited

26-Aug-11

Maxtone Electricials Private Ltd

27-Aug-11

Total 256.25

* Inclusive of all applicable taxes. Apart from these, all other quotations are exclusive of all applicable taxes.

2. Network Operating Center Our current Network Operating Center (“NOC”) of 4 seater is proposed to be enhanced to 20 seater in the proposed new corporate office to provide remote management services to our customers. The remote management services will enhance our offering in Infrastructure Management Services with higher profitability to existing customers and new customers. This will help us in offering competitive prices for remote services which will also help us to tap clients in the international markets. The cost of setting up a NOC is estimated as given below:

Sr No

Product Qty Rate (`)

Amount (` in Lac)

Name of Vendor

Date of Quotation

60

1 Desktop- Intel® Pentium® Dual Core™ processor E5700 800MHz FSB / 2M L2 cache / 65W, 2GB, 250 GB HDD, DVD - RW , NO OS, 3 Years Onsite Warranty, 18. 5 TFT.

30 0.21 6.30 Lenovo 05-Sep-11

2 Laptops - Intel i3 - 370 (2.40 GHz), 4GB RAM, 250 GB HDD 5400 RPM, Multi Burner, NO OS, Camera , Bluetooth, 6 Cell Battery, 3 Years Onsite Warranty

10 0.32 3.20

3 Server - IBM 13 4.35 56.55 Redington India Limited

24-Aug-11

4 Storage Solutions 1 16.85 16.85 Redington India Limited

22-Aug-11

6 Back up Management ** 1 26.64 26.64 Redington India Limited

26-Aug-11

7

Software Tool- HP Open view: Monitoring tool site

345.5 Serviceberry Technologies

Private Limited

29-Aug-11

MS Software ** - - 41.25 Maxtone Electronics

Private Limited

27-Aug-11

8 Furniture, Fixtures and Office Equipments *

- - 8 -- --

Total 504.29 * Management Estimates ** Inclusive of all applicable taxes. Apart from these, all other quotations are exclusive of all applicable taxes. None of the machinery described above in point # 1(acquisition of new corporate office) and 2(setting up of NOC), is used/second hand in nature, and we do not propose to purchase any used / second hand machinery. Further, as on the date of this Draft Red Herring Prospectus, we have not placed order for purchase of any of the equipments mentioned in the aforesaid points. Please refer to risk factor 18 on page 17 of this Draft Red Herring Prospectus. Our Promoters, Directors, Key Managerial Personnel and the Group Companies do not have any interest in the proposed acquisition of the equipments and machinery or in the entity from whom we have obtained quotations for the same. The prices for the equipments proposed to be purchased as set out above are as per the quotations received from the suppliers. We will obtain fresh quotations at the time of actual placement of the order for the equipments. The actual cost would thus depend on the prices finally settled with the suppliers and to that extent may vary from the above estimates.

3. Setting up new 25 Education centers Our Company runs Education business through its 11 self-operated centers which are taken on lease/license basis for definite period. Further, our Company runs 36 such centers on franchise basis,

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across the country. We intend to expand the self-operated Education centers by setting up 25 new Education centers across the country. The size of each Education center will vary from 1000 – 1500 Sq. Ft. These Education centers will be acquired on lease/license for a definite period. As on the date of this Draft Red Herring Prospectus, our Company has not entered into any lease/license arrangements for any of the premises of the proposed new Education centers. Please refer to risk factor 16 on page 16 of this Draft Red Herring Prospectus. Details of proposed Education centers is given below: Sr. No.

Name of the State Cities Number of centers proposed to be set up

South 1. Tamil Nadu Chennai

Coimbatore 04 01

2. Andhra Pradesh Hyderabad Vizag

02 01

3. Karnataka Bangalore Mysore

04 01

4. Kerala Thiruvanpuram Kochi

01 01

East 5. Orissa Cuttack

Bhubaneswar 01 01

6. Assam Guwahati 01 7. Jharkhand Ranchi 01 8. Bihar Patna 01

West 9. Chhattisgarh Raipur 01 10. Madhya Pradesh Indore 01 11. Gujarat Baroda

Surat Anand

01 01 01

Total 25 Estimate Cost of Education Center

As per the estimate dated August 23, 2011 provided by Hiten Sethi Architects Pvt. Ltd., Mumbai, the break-up of estimated cost for establishment of 25 new Education centers is given below: Sr. No.

Particulars Make Qty Rate (`)

* Amount (` in Lac)

A Furniture & fixtures Furniture & fixtures - 1 11 11.00 Chairs - 45 0.02 0.88 Painting - - 0.42 Library Racks - 1 0.12 0.12 Electricals Fixtures - - 0.52 Writing boards & stationary - - 0.75 B Air conditioners Spilt 1.5 Ton LG 2 0.22 0.44 Window LG 3 0.15 0.45 C IT Infrastructure Server HP/Lenovo 3 0.52 1.56 Workstations HP/ Lenovo 25 0.23 5.75 Printer Epson 2 0.08 0.16

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Scanner HP 1 0.06 0.06 Routers Cisco 5 0.50 2.50 Switches Cisco 3 0.32 0.96

Softwares Microsoft 2 0.29 0.58

UPS Tata Libert 1 0.52 0.52 D Projectors Acer 1 0.65 0.65 E Launch Expenses 5.00 F Annual Office rent 4.20G Deposit towards office premises 5.00 Total Cost per Center 41.52 Total Cost for 25 Centers 1038.00 * Exclusive of all applicable taxes

4. To finance the funds required for our potential acquisitions We believe inorganic growth through acquisitions and strategic partnerships is going to be a key component of our growth in future. Potential acquisitions of businesses, investments or joint ventures will enable us enhance our capabilities and address geographical coverage. Potential acquisitions in specific industry domain will help us to scale faster and keep the pace with the current growth. We intend to acquire Companies/Businesses which have the synergy and are complimentary to our technology domain. Primarily, we would target acquisition of companies/businesses in the Training/Infrastructure Management services segment. The form of acquisition, whether by way of equity of the target entity or otherwise has not been decided as on the date of Draft Red Herring Prospectus. We can leverage following benefits from the acquisitions:

(i) To acquire end to end Service delivery capabilities for the customers across the globe; (ii) Geographical reach for customer acquisitions and for last mile delivery support; (iii) To acquire domain expertise & business in vocational training space; and (iv) To upgrade our training content to enhance our offerings.

As of the date of this Draft Red Herring Prospectus, we have not identified any potential target company for acquisition for which the funds are being raised through this Issue. Please refer to risk factor 19 on page 17 of this Draft Red Herring Prospectus. However, we would follow the below mentioned acquisition strategy for inorganic growth and the same would be consistently followed under the supervision of the Board of Directors: The broad practices which we intend to follow for potential acquisition are as under:

(i) Identifying the target company;

(ii) Entering into a Non-Disclosure Agreement with the Target Company;

(iii) A preliminary analysis: Our Company goes through the information pertaining to the Target

company, which is confidential and it includes its financials and information about its clientele;

(iv) Broader terms of valuation are agreed upon subject to due-diligence. On the basis of this our Company enters into a Memorandum of Understanding (MOU) with the target Company and then starts the formal due-diligence, which may need hiring specialists and outside agencies; and

(v) On satisfactory conclusion of due diligence our company enters into definitive ‘purchase agreement’ with the target company and the legal formalities are complied.

63

Based on the above considerations, there are acquisition opportunities available where we can acquire a controlling/majority stake. Our Company would follow the above modalities for any acquisitions out of the Issue Proceeds and have envisaged a requirement of upto ` 1,800 Lac for the proposed acquisitions.

5. Working Capital Requirements

Our working capital requirements of ` 820.29 Lac and ` 2010.94 Lac for FY 10 & 11 respectively were met through the existing sanctioned borrowings and internal accruals. Our working capital requirements based on management estimates for FY 12 & FY 13 are estimated at ` 2189.04 Lac and ` 2897.26 Lac respectively. For FY 12 our Company intends to meet its working capital requirements to the extent of ` 799.77 Lac from the existing sanctioned borrowings and the balance ` 1389.27 Lac from internal accruals. For FY 13, our Company intends to meet its working capital requirements to the extent of ` 799.77 Lac from the existing sanctioned borrowings, ` 500 Lac from Issue Proceeds and the balance ` 1597.49 Lac from internal accruals. For further details, please refer to the Section “Auditor’s Report and Financial Information of our Company” on page 139 of this Draft Red Herring Prospectus.

Basis of estimation of working capital requirements The details of our working capital requirements and funding of the same as at March 31, 2010 and March 31, 2011 are as set out in the table below.

(` in Lac) Sr. No.

Particulars As at March 31, 2010

Audited

As at March 31, 2011

Audited I. Current assets 1. Inventories 34.94 29.01 2. Sundry Debtors 3546.28 4687.00 3. Other Current Assets 419.34 684.90

Total current assets (A) 4000.56 5400.91 II. Current liabilities 1. Current liabilities 2777.13 2450.00 2. Provisions 403.14 939.97 Total current liabilities (B) 3180.27 3389.97 III. Working capital gap (A - B) 820.29 2010.94 IV. Funding pattern 1. Existing Borrowings for working Capital 442.09 799.77 2. Internal accruals 378.20 1211.17 Considering the existing growth rate and the proposed expansion, the total expected working capital needs of our company, as assessed based on the internal working of our Company as at March 31, 2012 and March 31, 2013 are as set out in the table below:

(in ` Lac) Sr. No.

Particulars As at March 31, 2012

Estimated

As at March 31, 2013

Estimated I. Current assets 1. Inventories 46.58 61.64 2. Sundry Debtors 6054.79 8013.703. Other Current Assets 745.21 986.30

Total current assets (A) 6846.58 9061.64 II. Current liabilities 1. Current liabilities 3726.03 4931.51 2. Provisions 931.51 1232.88 Total current liabilities (B) 4657.53 6164.38

III. Working capital gap (A - B) 2189.04 2897.26

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IV. Funding pattern 1.

Existing Borrowings for working Capital

799.77 799.77

2. Funding through IPO - 500.00 3. Internal Accruals 1389.27 1597.49 Assumptions for working capital requirements No. of days to “Sales and Income from Operations”:

(in no. of Days) Sr. No.

Particulars As at March 31, 2010

As at March 31, 2011

As at March 31, 2012

As at March 31, 2013

Audited Audited Estimated Estimated 1. Inventories 1.32 0.80 1.00 1.00 2. Sundry Debtors 133.61 129.98 130.00 130.00

3. Other Current Assets

15.80 18.99 16.00 16.00

4. Current liabilities

104.63 67.94 80.00 80.00

5. Provisions 15.19 26.07 20.00 20.00 The justifications for the holding levels mentioned in the table above are provided below:

1. Sundry Debtors The sundry debtors stood at the level of 134 days and 130 days of “Sales and Income from Operations” as on March 31, 2010 and 2011 respectively. It is estimated to be 130 days each as on March 31, 2012 and 2013 respectively.

2. Current Liabilities The current liabilities stood at the level of 105 days and 68 days of “Sales and Income of Operations” as on March 31, 2010 and 2011 respectively. It is estimated to be 80 days each as on March 31, 2012 and 2013 which is consistent with the expected average.

Company being in the service industry installed capacity and capacity utilization is not applicable. Break up of expected current assets into raw materials, finished goods, work in progress is also not applicable.

6. General Corporate Purposes

Our Company intends to deploy the balance Issue Proceeds aggregating ` [�] Lac for general corporate purposes, including but not restricted to meeting operating expenses, payment of taxes, and meeting exigencies, which our Company in the ordinary course of business may not foresee or any other purposes as approved by our Board of Directors, subject to compliance with the necessary provisions of the Companies Act.

7. To meet the Issue Expenses The Issue expenses include, among others, issue management fees, underwriting and selling commission, distribution expenses, legal fees, printing and stationery expenses, advertising and issue marketing expenses, listing fees to the stock exchanges, IPO Grading expenses, registrar and depository fees. All expenses with respect to the Issue will be met out of the Proceeds of the Issue. The total estimated expenses are ` [] Lac, which is [] % of the Issue size. Activity* Amount

(` Lac) % of the

Issue % of the

Total issue

65

Expenses Size

Lead Management Fees [] [] [] Underwriting commission, brokerage and selling commission

[] [] []

Registrar to the Issue's Fees [] [] [] Advertisement and Marketing expenses [] [] [] Printing and distribution expenses [] [] [] IPO Grading Expenses [] [] [] Legal Advisors [] [] [] Others (SEBI filing fees, bidding software expenses, depository charges, listing fees, etc.

[] [] []

Total [] [] []

*Will be incorporated at the time of filing of the Prospectus. Funds Deployed As per the certificate dated September 23, 2011 issued by M/s Suresh Surana & Associates, Statutory Auditors, our Company has deployed ` 28.34 Lac as on September 21, 2011. The funds have been financed out of internal accruals. Estimated Schedule of Deployment of Funds

(` In Lac) Particulars Expenses

incurred till September 21, 2011*

FY 2012- 13

FY 2013-14

Total Fund Requirements

Acquisition and setting-up of new corporate office

-- 2,050.88 -- 2,050.88

Setting up Network Operating Center -- 504.29 -- 504.29

Setting up 25 new Education Centers -- 300 738 1,038

To finance our potential acquisitions -- 1,800 -- 1,800

Additional Working Capital -- 500 -- 500

General Corporate Purposes -- [] -- []

Issue Expenses 28.34 [] -- []

Total 28.34 [] [] []

Schedule of Implementation Particulars Expected

Commencement Expected

Completion

Acquisition and setting-up of new corporate office

August 2012 February 2013

Setting up Network Operating Center December 2012 February 2013

Setting up 25 new Education centers September 2012 March 2014

To finance our potential acquisitions November 2012 March 2013

Additional Working Capital August 2012

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Interim Use of Proceeds Our management, in accordance with the policies established by the Board, will have the flexibility in deploying the Issue Proceeds. The particular composition, timing and schedule of deployment of the Issue Proceeds will be determined by us based upon the development of the project. Pending utilization of the Issue Proceeds for the purposes described above, our Company intends to temporarily invest the funds in high quality interest/dividend bearing liquid instruments including deposits with banks, investment in mutual funds or other investment grade interest bearing securities as may be approved by the Board such as principal protected fund, rated debentures, etc. Such investments would be in accordance with the investment policies approved by the Board from time to time. Monitoring Utilization of Funds In terms of Regulation 16(1) of the SEBI (ICDR) Regulations, we are not required to appoint a monitoring agency for the purposes of this Issue. As required under the listing agreements with the Stock Exchanges, the Audit Committee appointed by our Board will monitor the utilization of the Issue proceeds. We will disclose the utilization of the proceeds of the Issue, including interim use, under a separate head in our quarterly financial disclosures and annual audited financial statements until the Issue Proceeds remain unutilized, as required under the applicable law and regulation. No part of the Proceeds from the Issue will be paid by our Company as consideration to our Promoters, Promoter Group, our Directors, Group Companies or Key Managerial Personnel, except in the normal course of our business. For risks associated with our "Objects of the Issue", please refer to the Section titled "Risk Factors" beginning on page 12 of this Draft Red Herring Prospectus.

67

BASIC TERMS OF THE ISSUE Terms of the Issue The Equity Shares being offered are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations, 2009, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the Bid-cum-Application Form, ASBA Bid cum Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable. Terms of Payment Applications should be for a minimum of [] Equity Shares and in multiples of [] Equity Shares thereafter. The entire price of the Equity Shares of ` [] per share (` 10 face value + ` [] premium) is payable on application. In case of allotment of lesser number of Equity Shares than the number applied, the excess amount paid on application shall be refunded by us to the applicants. Ranking of Equity Shares The Equity Shares being offered through the Issue shall be subject to the provisions of the Companies Act, the Memorandum and Articles of Association our Company and shall rank pari passu in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The Allottees, in receipt of Allotment of Equity Shares under the Issue, will be entitled to dividend, voting rights or any other corporate benefits, if any, declared by our Company after the date of Allotment. Face Value and Issue Price per Share The Equity Shares having a face value of ` 10 each are being offered in terms of this Draft Red Herring Prospectus at a price of ` [] per Equity Share. At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable laws. Price Band: ` [] to ` [] per Equity Share of Face Value of ` 10 each. The Floor Price is [] times of the Face Value and the Cap Price is [] times of the Face Value. The Price Band and the minimum Bid lot size for the Issue will be decided by our Company, in consultation with the BRLM, advertised in all editions of [●] in English, Hindi and in Marathi at least two Working Days prior to the Bid/Issue Opening Date. Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialized form. In terms of existing SEBI (ICDR) Regulations, 2009, the trading in the Equity Shares shall only be in dematerialized form for all investors. Since trading of the Equity Shares will be in dematerialized mode, the tradable lot is one Equity Share. Allocation and allotment of Equity Shares through this Offer will be done only in electronic form in multiples of 1 Equity Share subject to a minimum allotment of [] Equity Shares to the successful bidders. Minimum Subscription If our Company do not receive the minimum subscription of 90% of the Issue to the Public including devolvement of the Underwriters within 60 days from the Bid Closing Date, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond 8 days after our Company become liable to pay the amount, we shall pay interest prescribed under Section 73 of the Companies Act 1956.

68

Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000.

69

BASIS FOR ISSUE PRICE Investors should read the following summary along with the Sections titled “Risk Factors, “About Us” and “Auditor’s Report and Financial Information of our company” beginning on pages 12, 81 & 139 respectively of this Draft Red Herring Prospectus. The trading price of the Equity Shares of our Company could decline due to these risks and you may lose all or part of your investments. The Issue Price will be determined by our Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares offered by way of book building. Qualitative Factors: For qualitative factors, please refer to our “Business Overview - Competitive Strengths” on page 91 of this Draft Red Herring Prospectus. Quantitative Factors 1. Adjusted Earnings Per Share Particulars * EPS (`) (Basic/Diluted) Weights

2008-2009 11.34 1

2009-2010 22.09 2

2010-2011 51.32 3

Weighted Average EPS 34.91

* During the financial year 2008-09, the face value of equity shares was sub divided from ` 10 per share to Rs.5 per share. The face value of equity shares was sub divided from ` 5 per share to Rs. 10 per share during the financial 2011-2012. However, EPS calculation for FY 2008-09 to 2010-11 is based on the face value of Rs. 5 per share. For further details on EPS please refer to “Annexure XVI Statement of Restated Accounting Ratios” in Section titled “Auditors Report and Financial Information of our Company” on page 139 of this Draft Red Herring Prospectus. 2. Price/Earning Ratio (P/E) in relation to Issue Price of ` [�] per share

Particulars P/E at the Lower end of price band

(` [�])

P/E at the Higher end of price band

(` [�])

a. Based on 2010-11 EPS of ` 51.32 b. Based on weighted average EPS of ` 34.91 Industry P/E* Highest – 70.34x Lowest – 3.88x Average – 18.15x * Note: The Industry P/E high and low has been considered from the industry peer set provided below in point no.6 titled “Comparison of Accounting Ratios with Peer Group Companies” The industry composite has been calculated as the arithmetic average P/E of the industry peer set provided below. 3. Return on Net Worth Particulars RONW (%) Weights

2008-2009 49.47 1

2009-2010 51.82 2

2010-2011 55.04 3

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Weighted Average RONW 53.04

4. Minimum Return on Net Worth needed after the Issue to maintain pre-Issue EPS of ` 51.32 is

a) At the higher end of the price band [●]% b) At the lower end of the price band [●]%

5. Net Asset Value (`) Particulars At the lower end of the

price band (` [●]) At the higher end of the

price band (` [●]) As on March 31, 2011 93.23 93.23 After Issue [●] [●] Issue Price [●] 6. Comparison of Accounting Ratios with Peer Group Companies

Sr. No.

Particulars Total Income

(` in Lac)

Basic EPS (`)

P/E RONW (%)

NAV (`)

Face Value

(`)

Networth (` in Lac)

1 Jetking Infotrain Limited

4074.66 11.45 5.69x 18.50 61.67 10 3,643.29

2 Aptech Limited 9,901.99 1.63 70.34x 2.99 54.00 10 26,338.70 3 NIIT Limited 66,980.31 3.01 14.80x 11.95 25.22 2 41,630.73 4 CMC Limited 80,987.39 102.79 8.07x 26.08 394.13 10 59710.77

5 Glodyne Technoserve Limited

98,881.83 33.38 10.90x 28.10 117.07 6 51307.87

6 Infinite Computer Solutions (India) Limited

22943.98 7.82 13.36x 12.38 63.14 10 27756.00

7 ITSource Technologies Limited

13162.97 51.32 [●] 55.04 93.23 10(5) 1738.82

Notes:

1. Above information is based on standalone financials as of and for the year ended March 31, 2011.

2. P/E is the ratio of the closing price as on September 23, 2011 on BSE (www.bseindia.com) and basic earnings per share as per the audit report on Standalone Financials for the year ended March 31, 2011.

3. Return on net worth is calculated as profit after tax during FY 2011 as per standalone financials divided by net worth as on March 31, 2011.

4. NAV = Total shareholder’s funds divided by number of equity shares outstanding as on March 31, 2011.

5. During the financial year 2008-09, the face value of equity shares was sub divided from ` 10 per share to ` 5 per share. The face value of equity shares was sub divided from ` 5 per share to 10 per share during the financial 2011-2012. However, EPS calculation for FY 2008-09 to 2010-11 is based on the face value of `. 5 per share.

7. The face value of our Equity Shares is `10 per share and the Issue Price of ` [�] is [�] times of the

face value of our Equity Shares. The final price would be determined on the basis of the demand from the investors.

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The BRLM believes that the Issue Price of ` [�] per Equity Shares is justified in view of the above qualitative and quantitative parameters The investors may also want to peruse the risk factors and our financials as set out in the Auditors Report beginning on pages 12 and 139 in the Draft Red Herring Prospectus to have a more informed view about the investment proposition.

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STATEMENT OF TAX BENEFITS

To, The Board of Directors, ITSOURCE TECHNOLOGIES LIMITED 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri – East Mumbai – 400 093. Maharashtra, India Dear Sirs, We hereby report that we have reviewed the enclosed annexure which states the possible tax benefits available to ITSource Technologies Limited (‘the Company’) and its shareholders under the Income Tax Act, 1961, the Wealth Tax Act, 1957 and the Gift Tax Act, 1958 presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the Company or shareholders as the case may be, may or may not choose to fulfil. The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue. The Direct Taxes Code Bill, 2010 (‘DTC Bill’) has been presented on 30 August 2010 in the Lok Sabha. It is proposed that the DTC Bill would be effective from 1 April 2012 and would substitute the existing Income-tax Act, 1961 and the Wealth-tax Act, 1957. It is expected that the DTC Bill would be referred to a Parliamentary Committee for further deliberations and would need to be approved by the Parliament and the H’ble President of India before becoming operative as law. In view of the above, the provisions contained in the DTC Bill have not been considered in this Statement of Tax Benefits. We do not express any opinion or provide any assurance as to whether: i. the Company or its shareholders will continue to obtain these benefits in future; or ii. the conditions prescribed for availing the benefits have been / would be met with.

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The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company. This report is intended solely for information and for the inclusion in the offer document in connection with the proposed Initial Public Offer (‘IPO’) of the Company under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (‘the SEBI ICDR Regulations’) and is not to be used, referred to or distributed for any other purpose without our prior written consent. For Suresh Surana & Associates Chartered Accountants Firm Reg. No.: 121750W (Prakash Kotadia) Partner Membership No.: 41742 Place: Mumbai Date: September 23, 2011

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ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO ITSOURCE TECHNOLOGIES LIMITED (‘THE COMPANY’) AND ITS SHAREHOLDERS: I] Under the Income Tax Act, 1961 (‘the Act’):

SPECIAL TAX BENEFITS: There are no special tax benefits available to the company and shareholders of the company . GENERAL TAX BENEFITS:

A ) B e n e f i t s t o t h e C o m p a n y :

1. Deduction under section 35D of the Act:

Under section 35D of the Act, the Company is eligible to claim amortization of defined preliminary expenses, subject to limits specified in sub-section (3) of the said section.

2. Depreciation benefits:

Under section 32 of the Act, the Company is entitled to claim depreciation at the prescribed rates on specified tangible and intangible assets used by the Company for the purpose of its business and subject to other conditions listed in the Act.

3. Minimum Alternate Tax (‘MAT’) and Credit for the same:

The Company would be required to pay tax @ 20.008% (tax @ 18.5% plus surcharge @ 5% thereon and education cess @ 3% on tax and surcharge) on its book profits under the provisions of section 115JB of the Act in case where tax (excluding surcharge and education cess) on its ‘total income’ [as term defined under section 2(45) of the Act] is less than 18.5% of its ‘book profits’ (as term defined under section 115JB of the Act). Such tax is referred to as MAT. The difference between the MAT paid for any assessment year and the tax on its total income payable for that assessment year shall be allowed to be carried forward as ‘MAT credit’ for 10 assessment years succeeding the assessment year in which such MAT was paid. The eligible MAT credit to be set off shall be restricted to the difference between MAT and the tax computed as per the normal provisions of the Act for that assessment year, in which credit is claimed.

4. Dividend Distribution Tax (‘DDT’):

Dividend declared/distributed/paid by the Company is subject to DDT @ 16.2225% (tax @ 15% plus surcharge @ 5% thereon and education cess @ 3% on tax and surcharge). As per section 115-O(1A), for the purpose of calculating DDT, the aforesaid amount of dividend shall be reduced by the amount received by the Company from its immediate subsidiaries by way of dividend during the Financial Year (‘FY’) provided the subsidiaries have paid DDT.

5. Dividend exempt under section 10(34) and 10(35) of the Act:

Dividend (whether interim or final) received by the Company from its investment in shares of another domestic company would be exempt as per the provisions of section 10(34) read with section 115O of the Act. Further, income received from units of a Mutual Fund specified under section 10(23D) of the Act would also be exempt as per the provisions of section 10(35) of the Act.

6. Long term capital gain exempt under section 10(38) of the Act: Income arising to the company from the transfer of long term capital asset, being the investment in equity shares in a company or a unit of an equity oriented fund would be

75

exempt as per the section 10(38) if the transaction is subject to Securities Transaction Tax (‘STT’). As per the provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income.

7. Short Term Capital Gain:

Income arising to the company from the transfer of short term capital asset, being the investment in equity shares in a company or a unit of an equity oriented fund is chargeable to tax @ 15% (plus applicable surcharge and education cess) as per the section 111A of the Act if the transaction is subject to STT.

B ) B e n e f i t s t o t h e R e s i d e n t S h a r e h o l d e r s :

1. Dividends exempt under section 10(34) of the Act:

Dividend (whether interim or final) received by a shareholder from investment in shares of a domestic company would be exempt in the hands of the shareholders as per the provisions of section 10(34) read with section 115O of the Act. However, the Company has to pay DDT on the amount of dividend declared, distributed or paid.

2. Characterization of income:

The characterization of gains/losses, arising from sale of shares, as capital gains or business income would depend on the nature of holding in the hands of shareholder and various other factors.

3. Computation of capital gains:

i) Capital assets are to be categorized into short-term capital assets and long-term capital assets based on the period of holding. Shares held in a Company, any other listed securities, units of UTI, units of Mutual Fund and Zero Coupon Bonds are considered as long-term capital assets, if these are held for a period exceeding twelve months.

ii) Section 48 of the Act, which prescribes the mode of computation of capital gains,

provides for deduction of cost of acquisition/improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, in respect of long-term capital gains, shareholders are permitted to substitute the cost of acquisition/improvement with the indexed cost of acquisition/improvement. The indexed cost of acquisition/improvement, adjusts the cost of acquisition/improvement by a cost inflation index, as prescribed from time to time.

iii) As per the provisions of section 112 of the Act, long-term capital gains are subject to

tax at a rate of 20% (plus applicable surcharge* and education cess). However, proviso to section 112(1) of the Act specifies that if the long-term capital gains arising on transfer of listed securities or units, calculated at the rate of 20% with indexation benefit exceeds the capital gains computed at the rate of 10% without indexation benefit, then such capital gains are chargeable to tax at the rate of 10% without indexation benefit (plus applicable surcharge1 and education cess).

iv) According to the proviso to clause (a) of sub-section (1) of section 112 of the Act, in case of an individual and a Hindu Undivided Family (‘HUF’), if the total income as reduced by the long-term capital gains is below the basic exemption limit, then the long-term capital gains shall be reduced to the extent the total income as reduced falls

* The surcharge is not applicable in case of an individual, HUF, AOP and partnership firm from the assessment year 2010-11

76

short of the basic exemption limit and the balance long-term capital gains would be charged to tax.

v) Effective 1 October 2004, long-term capital gains arising on sale of equity shares

through recognized stock exchange, are exempt from tax under section 10(38) of the Act, subject to STT being levied under Chapter VII of the Finance (No. 2) Act, 2004. However, long term capital gain of shareholder being a company shall be subject to income tax computed on book profit under section 115JB of the Act.

vi) Effective 1 October 2004, as per the provisions of section 111A of the Act, short-

term capital gains (i.e. if shares are held for a period not exceeding 12 months) arising on sale of equity shares through recognized stock exchange, are subject to tax at the rate of 15% (plus applicable surcharge1 and education cess), provided the transaction is subject to STT being levied under Chapter VII of the Finance (No. 2) Act, 2004.

vii) According to the proviso to sub-section (1) of section 111A of the Act, in case of an

individual and HUF, if the total income as reduced by the short-term capital gains is below the basic exemption limit, then the short-term capital gains shall be reduced to the extent the total income as reduced falls short of the basic exemption limit and the balance short-term capital gains would be charged to tax.

viii) Section 94(7) of the Act, provides that losses arising from the sale/ transfer of shares

within a period of three months prior to the record date and sold / transferred within three months after such date, will be disallowed to the extent dividend income on such shares are claimed as tax exempt.

4. Exemption of capital gains arising from income tax:

i) As per section 54EC of the Act and subject to the conditions specified therein capital

gains arising on transfer of a long-term capital asset shall not be chargeable to tax to the extent such capital gains are invested in certain notified bonds (not exceeding R 50 Lac per FY) within six months from the date of transfer. In such a case, the cost of such bonds will not qualify for deduction under section 80C of the Act. However, if the shareholder transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable in such year. The bonds specified for this section are bonds issued by the National Highways Authority of India (NHAI) and the Rural Electrification Corporation Ltd (REC).

ii) As per the provisions of section 54F of the Act and subject to conditions specified therein, long-term capital gains (in cases not covered under section 10(38) of the Act) arising to an individual or HUF on transfer of shares of the Company will be exempted from capital gains tax, if the net consideration from such shares are used for purchase of residential house property within a period of one year before and two years after the date on which the transfer took place or for construction of residential house property within a period of three years after the date of transfer, provided that the individual/ HUF should not own more than one residential house other than the new residential house on the date of transfer. If only part of such net consideration is invested within the prescribed period in a residential house property, the exemption shall be allowed proportionately.

For this purpose, net consideration means full value of the consideration received or

accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

If the residential house in which the investment has been made is transferred within a period of three years from the date of its purchase or construction, the amount of capital gains tax exempted earlier would become chargeable to tax as long-term capital gains in the year in which such residential house is transferred.

77

Similarly, if the shareholder purchases within a period of two years or constructs within a period of three years after the date of transfer of capital asset, another residential house, then the original exemption will be taxed as long-term capital gains in the year in which the additional residential house is acquired.

iii) As per the provisions of Section 14A of the Act, expenditure incurred to earn an exempt income is not allowed as deduction while determining taxable income.

iv) As per the provisions of Section 56(2)(vii) of the Act and subject to exception

provided in second proviso therein, where an individual or HUF receives shares and securities without consideration or for a consideration which is less than the aggregate fair market value of the shares and securities by an amount exceeding R 50,000, the excess of fair market value of such shares and securities over the said consideration is chargeable to tax under the head income from other sources.

5. Deduction of Securities Transaction Tax:

In case, the gain arising from sale of shares is considered as Business Income, the STT paid will be allowed as a deduction under section 36(1)(xv) of the Act while computing the income under the head ‘Profits and gains of business or profession. Where such deduction is claimed, no further deduction in respect of the said amount is allowed while determining the income chargeable to tax as capital gains.

6. Clubbing of Income: As per section 10(32) of the Act, any income of minor children who is a shareholder of the Company clubbed in the total income of the parent under Section 64(1A) of the Act, will be exempt from tax to the extent of r 1,500 per minor child whose income is so included in the income of the parent.

C ) B e n e f i t s t o t h e N o n - R e s i d e n t I n d i a n s / N o n - R e s i d e n t S h a r e h o l d e r s :

Apart from the benefits mentioned in 1, 2, 4, 5 & 6 of point B above

1. Computation of capital gains:

Apart from the benefits mentioned in 3(i), 3(v), 3(vi) & 3(viii) of point B above Section 48 of the Act, which prescribes the mode of computation of capital gains, provides for deduction of cost of acquisition / improvement and expenses incurred in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. Under first proviso to section 48 of the Act, the taxable capital gains arising on transfer of capital assets being shares or debentures of an Indian company need to be computed by converting the cost of acquisition, expenditure in connection with such transfer and full value of the consideration received or accruing as a result of the transfer into the same foreign currency in which the shares were originally purchased. The resultant gains thereafter need to be reconverted into Indian currency. The conversion needs to be done at the prescribed rates prevailing on dates stipulated.

As per the provisions of section 112 of the Act, long-term gains are subject to tax at a rate of 20% (plus applicable surcharge1 and education cess). Based on the judicial precedents, a view may be taken long-term capital gains arising on transfer of listed securities or units can be computed at the rate of 10% without indexation benefit in case of non resident shares holders.

2. Special provisions relating to certain incomes of Non-Resident Indians:

As per the provisions of section 115-I of the Act, a Non-Resident Indian (‘NRI’) as defined therein has the option to be governed by the normal provisions of the Act (as

78

applicable to non-resident shareholders as per para ‘C(1)’ above) or the provisions of Chapter XII-A of the Act through appropriate declaration in the return of income. The said Chapter inter alia entitles an NRI to the benefits stated hereunder in respect of income from shares of an Indian company acquired, purchased or subscribed in convertible foreign exchange. As per the provisions of section 115D read with section 115E of the Act and subject to the conditions specified therein, taxable long-term capital gains arising on transfer of an Indian company’s shares, will be subject to tax at the rate of 10% (plus applicable surcharge1 and education cess).

* The surcharge is not applicable in case of an individual, HUF, AOP and partnership firm from the assessment year 2010-11

As per the provisions of section 115F of the Act and subject to the conditions specified therein, gains arising on transfer of a long-term capital asset being shares in an Indian company would not be chargeable to tax. To avail this benefit, the entire net consideration received on such transfer needs to be invested within the prescribed period of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act. If whole or part of such net consideration is invested within the prescribed period of six months in any specified asset or savings certificates referred to in section 10(4B) of the Act, then such gains would not be chargeable to tax on a proportionate basis. For this purpose, net consideration means full value of the consideration received or accrued as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer. The specified asset or savings certificates in which the investment has been made are restricted from being transferred within a period of three years from the date of investment. In the event of such a transfer, the amount of capital gains tax exempted earlier would become chargeable to tax as long-term capital gains in the year in which such specified asset or savings certificates are transferred. As per the provisions of section 115G of the Act, NRIs are not obliged to file a return of income under section 139(1) of the Act, if:

a Their only source of income is income from investments or long-term capital gains

earned on transfer of such investments or both; and b The tax has been deducted at source from such income as per the provisions of

Chapter XVII-B of the Act.

As per the provision of section 115H of the Act, when a NRI becomes assessable as a resident in India, the provisions of the Chapter XII-A can continue to apply until such assets are converted into money, in relation to investment made when he was a NRI. Towards this, the NRI needs to furnish a declaration in writing to the Assessing Officer along with his return of income.

3. Tax Treaty Benefits:

As per section 90(2) of the Act, non-resident has an option to be governed by the provisions of the Act or the provisions of the tax treaty whichever are more beneficial. Thus, a non-resident (including NRIs) can opt to be governed by the beneficial provisions of an applicable tax treaty.

D ) B e n e f i t s t o t h e F o r e i g n I n s t i t u t i o n a l I n v e s t o r ( ‘ F I I S ’ ) :

Apart from the benefits as mentioned in 1, 2, 4(i), 4(iii) & 5 of point B above & in 3 of point C above

79

1. Computation of capital gains: Apart from the benefits mentioned in 3(i), 3(v), 3(vi) & 3(viii) of point B above:

As per the provisions of section 115AD of the Act, FIIs are taxed on the capital gains income at the following rates: Nature of Income Rate of tax (%) * Long-term capital gains 10 Short-term capital gains (referred in 111A) 15 Short-term capital gains (other than referred in 111A) 30 * Plus applicable surcharge and education cess The benefits of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not available to FIIs. If the income realized from the disposition of equity shares is chargeable to tax in India as ‘business income’, the business profits in the hands of FIIs may be subject to tax @ 40% in case of foreign company plus surcharge and education cess. However, the benefit of DTAA can be examined in such case.

E ) B e n e f i t s t o t h e M u t u a l F u n d s :

Apart from the benefits mentioned in 1 of point B above Income exempt under section 10(23D) of the Act:

As per the provisions of section 10(23D) of the Act, any income of Mutual Fund registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India, would be exempt from income tax, subject to the prescribed conditions. However, the Mutual Fund shall be liable to pay tax while distributing income to unit holders under section 115R of the Act.

F ) B e n e f i t s t o t h e V e n t u r e C a p i t a l C o m p a n i e s / F u n d s :

Apart from the benefits mentioned in 1 of point B above Income exempt under section 10(23FB) of the Act: As per the provisions of section 10(23FB) of the Act, any income of Venture Capital Companies/Funds registered with the Securities and Exchange Board of India, which is engaged in certain specified business, would be exempt from income tax.

II] Under the Wealth Tax Act, 1957 (‘the Wealth Tax Act’):

G ) B e n e f i t s t o t h e C O M P A N Y :

Wealth tax is chargeable on prescribed assets. As per provisions of Section 2(m) of the Wealth Tax Act, the Company is entitled to reduce debts owed in relation to the assets which are chargeable to wealth tax while determining the net taxable wealth. Shares in a company, held by a shareholder are not treated as an asset within the meaning of section 2(ea) of the Wealth Tax Act, and hence, wealth tax is not applicable on shares held in a company.

80

H ) B e n e f i t s t o a l l t h e s h a r e h o l d e r s :

Asset as defined under section 2(ea) of the Wealth Tax Act does not include shares in companies and hence, shares are not liable to wealth tax. The basic limit for wealth tax exemption has been increased from R 15 Lac to R 30 Lac from the assessment year 2010-11.

III] Under the Gift Tax Act, 1958: Gift Tax is not leviable in respect of any gifts made on or after 1 October 1998. Therefore, any gift

of shares of the company will not attract gift tax. IV] Tax Deduction at Source: In case of resident, under the present provisions of the Act, no income-tax is deductible at source

from income by way of capital gains. However, as per the provisions of section 195 of the Act, any income by way of capital gains, payable to non residents (other than long-term capital gains exempt under section 10(38) of the Act), would attract the provisions of withholding tax, subject to the provisions of the relevant tax treaty. Accordingly, income tax may have to be deducted at source in the case of a non- resident at the rate prescribed under the Act or under the tax treaty, whichever is beneficial to the assessee unless a lower withholding tax certificate is obtained from the tax authorities.

As per section 196D of the Act, no tax is to be deducted from any income, by way of capital gains arising from the transfer of shares payable to FIIs.

Notes:

1 All the above benefits are as per the current tax law as amended by the Finance Act, 2011. 2 The above Statement of possible tax benefits sets out the provisions of law in a summary

manner only and is not a complete analysis or list of all potential tax consequences. 3 The stated benefits will be available only to the sole/ first named shareholder in case the share

is held by joint holders. 4 In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be

further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, entered into between India and the country in which the non-resident has fiscal domicile.

5 In view of the individual nature of tax consequences, each investor is advised to consult his/

her own tax advisor with respect to specific tax consequences of his/ her participation in the issue.

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SECTION IV - ABOUT US

INDUSTRY OVERVIEW The Chapter titled "Industry Overview" beginning on page 81 has been derived from a report titled “Indian IT Industry” that the Company has commissioned Credit Analysis & Research Limited ("CARE") to prepare a report (the "Report"). CARE has obtained the information set forth in the Report from its databases and other sources available in the public domain identified in the Report. CARE‘s methodologies for collecting information and data, and therefore the information discussed in the "Industry Overview" section, may differ from those of other sources, and does not reflect all or even necessarily a comprehensive set of the actual transactions occurring in the industry. This information has not been independently verified by us, the Book Running Lead Manager, or their respective legal, financial or other advisors, and no representation is made as to the accuracy of this information. The "Industry Overview" section also includes certain projections and estimates that are based on certain assumptions regarding contingencies and other matters that are not within the control of the Company, the BRLM, CARE or any other person. These assumptions are inherently subject to significant uncertainties and actual results may differ, perhaps materially, from those projected. CARE has given and has not withdrawn its written consent to the issue of this Draft Red Herring Prospectus with the inclusion herein of its name and all references thereto and to the inclusion of the Report, including extracts of the Report, in this Draft Red Herring Prospectus, in the form and context in which it appears in this Draft Red Herring Prospectus. While the Company has taken reasonable actions to ensure that the Report and the market share and industry data and forecasts have been extracted accurately and in their proper context, neither the Company nor the BRLM have independently verified any of the data and forecasts from CARE or from third party sources or ascertained the underlying assumptions relied upon. As a result, you are cautioned against placing undue reliance on such information. Disclaimer of CARE This report is prepared by CARE Research, a division of Credit Analysis & Research Limited [CARE]. CARE Research has taken utmost care to ensure accuracy and objectivity while developing this report based on information available in public domain. However, neither the accuracy nor completeness of information contained in this report is guaranteed. CARE Research operates independently of ratings division and this report does not contain any confidential information obtained by ratings division, which they may have obtained in the regular course of operations. The opinion expressed in this report cannot be compared to the rating assigned to the company within this industry by the ratings division. The opinion expressed is also not a recommendation to buy, sell or hold an instrument. CARE Research is not responsible for any errors or omissions in analysis/inferences/views or for results obtained from the use of information contained in this report and especially states that CARE (including all divisions) has no financial liability whatsoever to the user of this product. This report is for the information of the intended recipients only and no part of this report may be published or reproduced in any form or manner without prior written permission of CARE. Overview of Global and Indian Economy Global economy went through a turmoil in 2008-09 caused by subprime crisis mainly originated in U.S. but spread across the financial institutions in North America and Europe. Almost all the major economies took calibrated steps in providing stimulus through easing of monetary policy and quantitative easing. The global economy grew at 5.1% in CY2010 recovering from its dismal performance in CY2009 where the world economy decelerated to -0.5%. Amidst the fears of slowdown in U.S. and European economies due to rising sovereign debt in U.S. and Europe, first quarter of CY2011 witnessed annualized global economic growth of 4.3% (Source: World Economic Outlook Update: June 17th 2011). In June, 2011, Federal Reserves cut U.S. economic growth forecast for CY2011 to 2.7% to 2.9% from April 2011 forecast of 3.1% to 3.3% and the same for CY2012 was cut to 3.3% to3.7% from April 2011 forecast of 3.5% to 4.2%. However, recently, in many emerging economies like India and China, inflation pressures are emerging and there are some signs of overheating. Emerging economies have, in turn, responded by raising bank rates to curtail inflation. This might decelerate their growth rates to some extent. At the beginning of August 2011, U.S. avoided major uncertainty in the world markets by passing legislation to raise the U.S. debt limit by at least

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US$2.1 trillion and to cut the federal spending by US$2.4 trillion or more. This was followed S&P downgrading U.S. from AAA to AA+ and Moody’s downgrading Japan from Aa2 to Aa3, on concerns about growing budget deficits, leading to a sharp correction in equity markets worldwide post U.S. downgrade. Euro Area is expected to grow at 2% in 2011 and 1.7% in 2012 (Source: World Economic Outlook Update: June 17th 2011). IMF expects global output to expand by 4.3% in CY2011. In both CY2011 and CY2012, growth in emerging and developing economies is expected to remain buoyant at 6.6% and 6.4% respectively. Developing Asia region continues to grow most rapidly, but other emerging regions are also expected to continue their strong rebound. Overview of Global and Indian IT Industry The global IT industry can be categorised into hardware, software and IT Services (and even telecom). The hardware industry includes computer systems, peripherals, storage including servers, mobile devices and network equipment (routers, switches, modem, cabling etc.); while the software industry includes Application, Infrastructure, Storage, Security, Network Management, Education, Communications etc. IT Services include customised services like application development and maintenance, system integration, infrastructure management services, consulting and other outsourcing services. Globally technology products and services related spending has crossed US$1.6 trillion mark in CY2010 growing at 4% over CY2009 pushed by pent up demand and return of discretionary spending, with U.S. and Europe being major consumers but more and more growth coming from emerging markets. In CY2009, the global technology and services related spending was critically impacted due to the recessionary scenario and declined by 2.9% y-o-y to US$1.5 trillion while hardware markets were impacted worse than the software or service markets and reported a decline of 8% y-o-y. Companies and individuals deferred their discretionary spending and plans to acquire new hardware thereby extending product lifecycle. (Source: NASSCOM). Including telecom and internal IT services, the overall information and communications technology (ICT) market grew by 5.9% y-o-y to approximately US$3.4 trillion in 2010. Global hardware spending in particular led the way by growing 12.1% y-o-y to $375 billion in 2010 compared to spending on software and IT services which grew 8.4% and 3.1% to $244.4 billion and $793 billion respectively. (Source: Gartner Press Release, June 2011). IDC, in its Feb 2011 press release, said that the worldwide IT market is expected to grow by 7% in CY2011 to $1.65 trillion with Hardware recording double digit growth (10%), while software and services markets will increase by 5% and 4% respectively. However, as per IDC’s June 2011 forecast, worldwide PC shipments are expected to grow at 4.2% in 2011 against Feb 2011 forecast of 7.1%, partly cannibalized by rising demand for smartphones and tablets. The Indian IT industry is one of the biggest exporters of the country and contributed approximately 6.1% to the GDP in FY2010. This contribution is expected to grow to 7% by 2015 and IT-BPO sector is expected to create 14.3 million employment opportunities, by then, directly and indirectly. The overall IT-ITeS sector has become one of the most significant growth catalysts of the Indian economy and has considerably influenced the lives of its people through active direct and indirect employment, higher standards of living and workplace diversity. The industry has matured over the last three years and has made paradigm changes in their operations with the changing demand outlook, client negotiations and requirements for greater efficiencies and flexibility within the service delivery and the business models. The IT industry has launched new agenda to diversify beyond core offerings and markets through new business and pricing models. It has equipped itself to provide end-to-end service offerings, transform the delivery process, innovate through R&D and drive inclusive growth in India by developing targeted solutions for the domestic market. In the Indian IT industry, domestic IT providers constitute roughly 2/3rd of the industry whereas the captive units of global IT companies constitute the balance 1/3rd. The Indian IT-ITES sector grew by 19.2% in FY2011 to reach US$87.8 billion. Exports registered growth of about 18.5% in FY2011 and reached US$ 59 billion while the domestic segment (including hardware), grew by 21% in FY2011, to reach US$ 28.8 billion. Total revenues in India’s IT industry touched US$73.1 billion in FY 2010 compared with US$70.5 billion in FY2009; growing at 3.7% y-o-y of which US$50 billion was through exports and the remaining US$23 billion from domestic market.

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Growth of Indian IT Industry

Source: NASSCOM

The US and the UK account for the largest share of exports market accounting for 61% and 18% respectively in FY2010.

The industry added 90,000 new jobs in FY2010, taking the total number of employees to 2.3 million and employed around 8.2 million through indirect jobs.

The IT services exports segment grew to US$27.3 billion in FY2010 as compared to US$25.8 billion in FY2009, showing a growth of 5.8% y-o-y while revenue from the domestic market (IT Services and ITeS-BPO) is also estimated to grow to US$14.2 billion in FY2010.

Moreover, India has a 55% market share of the global off-shoring market. There is tremendous headroom for growth as current off-shoring market is still a small part of the outsourcing industry.

The BPO segment continues to be one of the fastest growing segments of the industry and is estimated to reachUS$14.1 billion in FY11, growing at 14% y-o-y.

Growth drivers for Indian IT Industry Major growth drivers of the Indian IT industry have been strong economic growth in the domestic market, rapid advancement in technology infrastructure, need for higher security, increasing competitiveness of Indian organizations and enhanced focus on IT solutions (e-Governance) by the Government of India. Increased Technology related spending globally Globally, organizations, governments and individuals are increasing their spending on IT related products and services to remain networked and connected to internet and intranet in a secured way. Outsourcing of many such software services and solutions is transferred to cost-effective centres such as India. Although IT Services spend in CY2010 increased by 1.4%, within that IT Outsourcing grew by 2.4%. India’s IT-BPO outsourcing is increasing and 2010 its global outsourcing share increased to 55% from 51% share in 2009. North America remains the largest outsourcing market with increasing demand from government, healthcare and BFSI segment. (Source: NASSCOM). Growth in core verticals sectors In India, there is growing IT related growth due to demand from traditional core verticals like BFSI and BPO-ITeS sectors while renewed growth is expected from new segments such as retail, healthcare and several government initiatives. As the number of working employees grows in these industries, the demand for IT related services and products will increase. Also, increasing opportunities arise from emerging markets like Asia-Pacific region nullifying the effect of any slowdown in matured markets.

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Other prominent industry players investing in IT are from the telecommunication and manufacturing sectors. Top sectors deploying IT:

Source: CARE Research Mushrooming of global IT vendors in India and Indian IT multinationals International IT vendors such as Accenture, HP, IBM and CapGemini, Dell and Lenovo along with network equipment companies like Cisco, Ericsson, Nokia-Siemens, and Alcatel are eyeing India to expand their offshore delivery capability either organically or inorganically. These companies aim to grow onshore service providers who can deliver seamless hybrid onshore-offshore services at low costs. In addition, Indian IT companies are expanding their global footprint through the Global Delivery Model (GDM) to seamlessly service their clients’ needs worldwide. Indian firms are gradually gaining a global foothold, with giants such as TCS, Wipro and Infosys expanding their overseas presence, particularly in Asia and Europe after gaining a strong foothold in the US. Initiatives by Indian government The Indian government has undertaken many steps for e-governance for inclusive growth. The government sector is a key catalyst for increased IT adoption in the country through sector reforms that encourage IT acceptance, National eGovernance Programmes (NeGP) and the Unique Identification Development Authority of India (UIDAI) programme all of which is expected to create large scale IT infrastructure penetration and promote corporate participation. There are currently 51 Software Technology Parks of India (STPI) that provide exemption from customs, excise and service tax. Other services initiated by the Indian government include State Wide Area Network (SWAN) to country-wide secure network for delivering G2C and G2G services with 23 SWAN currently under operation and 6 in work in progress stage and State Data Centres (SDC) which acts as central repository and data storage. Information Communication & Technology (ICT) in Education Sector The role of information technology has gained importance in the Indian Education system with the National Policy on Education 1986 laying emphasis on the use of computer- related technology for improving the quality of education. Information and Communication Technology (ICT) in the education context not only refers to the utilisation of hardware devices & software applications for imparting education but also involves development & management of course content, application of web-based content repositories, creation of interactive forums through internet and satellite communication etc. As per the GoI’s scheme on ICT education, each school is required to be equipped with 10 PCs or 10 nodes connected through a server in addition to accessories like printers, projectors with 2Mbps broadband connection. This segment is expected to further drive the use of IT products and

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services in the country. The Ministry of Human Resource & Development (MHRD) has proposed an outlay of ` 5,306 crore during the XIth plan period (2007-12) for National Mission in Education through Information Communication and Technology (ICT). For the same, a provision of ` 943 crore has earmarked in the Union Budget 2011-12. During FY11, the market size of ICT aggregated Rs 2,102 crore (US$456.9 mn) with the overall penetration of ICT in schools at 6.1%. Going forward, CARE Research expects the market size of ICT to grow to ` 4,140 crore (US$0.9 bn) during FY15 recording a CAGR of 19.3% during the period FY11-15. Correspondingly, the ICT penetration in schools is also expected to rise to 9.6% during FY15. IT enablement in going green, another growth area Environmental degradation is one of the major concerns the world is facing in recent years and corporations with their challenging times of economical survival are paying special attention on the environmental problem that is endangering their existence. Typically green IT adoption is associated as an investment towards acquiring energy efficient hardware devices in data centres to save power and reduce carbon emissions. Companies also have green IT approach in terms of server consolidation; through which enterprises can achieve eco-efficiency that relates to controlling environmental impacts as well as reducing cost of operations. Going forward, we expect more companies will adopt energy saving hardware devices which can save substantial energy costs and earn them carbon credits. Overview and market size of different segments of IT Services Infrastructure Management Services In recent times, IT Infrastructure industry has grown tremendously with NASSCOM estimating offfshored IT Infrastructure growing at 10% in 2010. Remote Infrastructure Management (RIM) in India has grown at a CAGR of more than 60% in last four years. Infrastructure outsourcing market has grown in tandem to record a growth of $4.3 billion in 2010 growing at a CAGR of 39% in last 4 years. IT Infrastructure outsourcing in its early stages in India was in the form of network support and IT helpdesk services which later on upgraded in the form of server support, backup and recovery services and infrastructure application management. Last few years witnessed shift towards work which is more strategic in nature such as information security and network architecture design, packaged implementation support, system planning and analysis. Infrastructure Outsourcing Market in India

Source: NASSCOM IT Security Demand for IT security products and services have been witnessing exponential growth for past few years expected to grow at a CAGR of more than 10% to reach $71 billion from $55 billion currently, resulting from increasing deployment of IT-enabled business solutions (Source: Gartner press release). Some of the worst cyber attacks on the government websites (the one by hacker group Lulz on Pentagon’s site) and private enterprises (suspected Chinese hackers attacking Google’s corporate infrastructure) have made it necessary for them to have an updated and strong IT security infrastructure in order to secure their vital information from malicious cyber attackers. Fast Internet adoption in various emerging countries is also fuelling the demand for IT security products and services

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worldwide. The security software market worldwide remains fragmented with top five firms viz. Symantec, McAfee (acquired by Intel), Trend Micro, IBM and EMC holding around 40% marketshare. Evenafter continuous consolidation, market is open to expansion and innovation by new entrants. Indian security market is around $200 million in 2010 growing at a CAGR of more than 12% y/y. (Source: Gartner Press Release). Indian IT service providers are investing significantly to adopt rigorous global security certifications like BS7799, ISO 27001, ISO 20000, HIPAA (related to healthcare), DPA (Data Protection Act), PCI (Payment Card Industry Data Security Standard). As per NASSCOM, more than 160 Indian IT companies have adopted these security certifications. With growing demand for network equipment and growth in large enterprises there is an increasing demand for network security which is no longer about providing basic firewalls and perimeter based defences but more about providing data/information security and secured communications. Also with the rise in the number of attacks on even sophisticated network and companies becoming ever more vulnerable, the demand for more robust, flexible and cost-effective solutions is becoming imperative for organizations to secure their endpoints in their corporate network. With the explosion of web-based applications and Software-as-a-Service (SaaS) model, the use of Internet with its hyper- connected devices has resulted into increase in vital business applications. Network Storage The phenomenal upsurge in the enterprise data is pushing the need for efficient storage management. Unstructured data has the highest growth, followed by replicated data. Structured data (databases for transactional workloads) is also growing, albeit at a slower rate. In FY2011, the total storage market has been pegged at more than Rs 1,650 crore which comprises the external disk storage and storage software. Approximately 80% of the market comprises of external disk storage and the remaining 20% consists of storage software. (Source: CARE Research) Networking Solutions India is witnessing fast track growth in networking solutions market especially in the enterprise segment, which is growing at a CAGR of 15% to reach $1.7 billion by FY 2012. During 2010-11 Enterprise Networking Equipment market was estimated to be at ` 23,815 crores displaying a marginal growth of 0.87% though the segment was somehow able to bear the pressure of the security regulations fallout. For the FY 2011 Router market grew at 8% to reach Rs 3,405 Cr and Switching segment grew to ` 5,118 crores, contributed by low value but high-volume purchases by Small and Medium Businesses and high-value, low-volume purchases by large enterprises and service providers with a growth of 12.5%. Modem market witnessed growth of 11% to reach ` 378 Cr. and the WLAN market grew by 28.7% to ` 435 Cr. (Source: D-Link Annual Report 2011 and CARE Research). System Integration System Integration is building computing systems for clients by combining hardware and software products from multiple vendors. Systems integration makes up a high growth-large size category within the IT services engagements. These services will continue to be prime drivers of the domestic IT services market in the enterprise segment due to the increasing growth in the enterprise application implementation and increased demand for network integration from telecom & banking verticals. With rise in overall IT spending, worldwide IT service spend on system integration is expected to rise to US$105 billion of which around 5% will be outsourced. (Source: NASSCOM).

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System Integration – Worldwide Spend

Resource Process Outsourcing (RPO) Resource Process Outsourcing involves outsourcing some or all the recruitment related activities like talent acquisition, training, Orientation, development and promotion, integration with the organisation, retention etc. With rising attrition rates across the organisations, talent acquisition and retention has become primary activity for the human resource departments consuming majority of their time. Businesses are showing interest in outsourcing these activities and focus on their core activities. Also, the third party vendors offer specialised services and can benefit from economies of scale and by sharing of resources. North America continues to lead the RPO growth representing more than of the total number of deals. Most of the multinational organizations from North America and Europe are adopting RPO in their Asia-Pacific operations. Worldwide Human Resource Outsourcing (HRO) market is considered to be more than $90 billion growing in double digits. RPO industry is approximately less than half of total HRO market. RPO is new to India and is expected to be valued at around $2.5 billion in 2011. (Source: CARE Research). Vocational Training – IT and Soft Skills Though India has a population of about 1.21 billion, its literacy rate as per the Census 2011 considering all age groups is around 74% which is comparatively lower than some of the developing countries.

Source: UNESCO Institute for Statistics, 2010 The Indian Education system can be broadly classified into three categories namely, Formal, Vocational & Informal.

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Formal education It comprises K-12, graduation and post graduation regulated by various statutory bodies formed by central and state governments. K-12 represents the largest segment within the education space and is delivered primarily through schools affiliated to state education boards, Indian Certificate of Secondary Education (ICSE), Central Board of Secondary Education (CBSE), International General Certificate of Secondary Education (IGCSE), International Baccalaureate (IB). These schools are run by the government or private sector. Off-late, IES has witnessed increased penetration by corporates in the K-12 space. With schools being not for profit, corporates have adopted a two-tier structure, wherein a trust is created to run the school. The corporates are using a mix of franchisee and owned schools to scale up their operations.

Vocational Studies It is a parallel education system that has gained importance from developing various skill sets to compete in the business environment. The various courses/ training areas can be IT, BFSI, aviation, linguistic, hospitality, retail, soft skills, etc. The space is highly fragmented and non-regulated. With the dominance of service sector in the Indian economy, the market potential for such courses remains buoyant. Informal Education ‘Informal education’, also often termed as ‘incidental education’, is seen as the unorganized education acquired by an individual. Informal education includes pre-schools for kids and coaching classes for both school children as well as for the candidates appearing for competitive examinations. This type of education is not governed by any regulatory authority. India, in terms of demographic profile is one of the youngest nations in the world with 48% of its population in the 0-24 year age bracket. India has one of the largest education systems globally with a network of more than 1.2 million schools and around 31,000 Higher education institutes. The market size of the Indian higher education segment (including MBA, engineering & medical) is estimated to be around US$7.61 bn during FY11 and projected to grow at a CAGR of 15% for next 5 years (Source: CARE Research – Indian Education Sector Report 2011). Private sector accounts for around 67% of the total spend in the higher education sector. Private colleges which form a significant share of total number of colleges are rapidly growing. Enrolments in higher education have grown at a relatively steady CAGR of 6% for over 25 years between 1985- 86 and 2009-10. Need for Vocational Training As per Indian government budget of Feb 2011, India spends nearly 4% of the GDP on education which is expected to increase post-Right to Education (RTE) bill. India has a Gross Enrollment Ratio (GER) just above 12%, as against about 60% in US and nearly 23% in China, which is the global average. As India aspires to achieve higher single digit GDP growth rates, its GER needs to be in the range 25-30%. India remains one of the largest uneducated and untrained population in the world. Though the number of graduates and post-graduates are increasing fast, number of ‘Employable Graduates’ is less than 15%. As per NASSCOM, out of 100 applications, companies are able to select only 8 or 9 candidates. If we compare % of graduates/post-graduates with formal vocational training, India remains almost at the bottom in comparison with other developed and emerging nations.

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% graduates/post-graduates with Formal Vocational Training

Source: NIIT Annual Report 2010-11 Vocational Education received by people in the age group 5- 29 years (%)

Industry-wise requirement of skilled workers by 2015

Source: NSDC – GoI, CARE Research Outlook and Key challenges Global IT Industry IT spend has direct correlation with growth in GDP, which is being revised downwards after sluggishness expected in U.S. and European economies. As per Gartner, worldwide IT spending in 2011 is expected to grow nearly 7%, expected to be revised downwards post U.S. downgrade. Though developed economies are cautious on their spending, worldwide IT spending may benefit from the recovery in emerging markets, which will generate more than half of all new IT spending worldwide in 2011. 2011 will not witness the pent-up demand witnessed in 2009-10 post-recession and will also see a major surge in the use of private and public cloud and mobile computing on a variety of devices and through a range of new apps. Hardware is likely to grow the fastest at about 12%, led by the refresh cycle in the Government sector. Shipments of app-capable, non-PC mobile devices (smartphones, media tablets) are expected to outnumber PC shipments. Worldwide PC shipments are now expected to grow by just 4.2% in 2011, down from a February forecast of 7.1%, according to IDC.

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Indian IT Industry With the expected growth momentum in the Indian economy, there will be a corresponding up scaling of businesses, especially in terms of personnel strength which will lead to networking requirement for yielding higher efficiencies and economies. The Indian government will be a key driver for increased adoption of IT-based products and solutions and is strongly focused on taking IT-enabled interaction to the masses. This opens up the opportunity to extend the ICT revolution beyond the major metropolises to the Tier II and Tier III cities, which will give a further boost to the networking and hardware industry.In the private sector, the fast growth is evident across a string of verticals which includes BSFI, telecom, retail, education, healthcare and manufacturing which are increasingly deploying high-end networking infrastructure and consider investment in networking as extremely strategic. This along with increasing PC penetration has made India the fastest growing IT networking product market in Asia-Pacific region. Increasing investment in infrastructure projects and the surge in 3G & WiMax investments has further accelerated the growth of networking system & devices. Overall Indian domestic IT services and Products markets is expected to touch ` 1,71,697 crore in FY2012. Growing at a CAGR of 17.3% over 2010-2014 period, the aggregate market size of the domestic IT services and IT products sector will touch ` 2,33,930 crore by FY2014. This presents huge opportunity for IT infrastructure & enterprise networking products.

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BUSINESS OVERVIEW We are an ISO 9001:2008 certified public limited company focussed on end-to-end Infrastructure Technology solutions that include IT Infrastructure Management Services, Technology Consulting and Education Business.

As a part of Infrastructure Management Services, we provide Remote Management Services, Total IT Outsourcing, Managed IT Services and Enterprise Services.

In Technology Consulting, our offering includes, System Integration, IT Security and

Consulting and Data Center services.

Our Education business provides result orientated quality training in the areas of career courses, global certification and exams, corporate training, finishing programs in soft skills for freshers and experienced individuals in the industry.

Our customer base includes companies from diverse industry verticals like Telecom, IT, BSFI, Media, Manufacturing, Government departments and others. We provide services to large corporates like Larsen & Turbo Limited, Siemens, Tata Communications Limited, Godrej, Johnson & Johnson India Limited, Reliance Communication Limited etc. As on August 31, 2011, we have 47 education centers in Maharashtra, Karnataka, Gujarat, Orissa, Madhya Pradesh, Assam, Goa and West Bengal of which 11 are self-operated and 36 are run on franchise basis. Across the centers, we have more than 150 trainers, 1600 technically equipped personnel and trained approx 10,000 students till date. The total income of our Company has grown from ` 1332.44 Lac in FY 07 to ` 13162.97 Lac in FY 11 at a CAGR of 77.29%. The Profit after tax of our Company has grown from ` 24.63 Lac in FY 07 to ` 957.09 Lac in FY 11 at a CAGR of 149.67%. Competitive Strengths The following are our principal competitive strengths, which, we believe, are the key factors differentiating us from our competitors:

1. End to End capability in providing services for large & complex set up Our expertise lies in delivering end to end services for all customer requirements for business transformation. We have delivered large and complex projects from single location to multi location and multicity. Our total IT outsourcing offering helps large enterprises to efficiently manage people, processes and technology to derive and sustain value within the company. We help organizations to strategize, integrate, manage, maintain, sustain and optimize their IT infrastructure for better value systems. 2. Flexible and Customer centric delivery models We have built customer centric, cost effective delivery models to improve the efficiency of business operations of our clients. Our delivery models enable us to provide services onsite, multi location, multicity, on call and through our Network Operating Centre. Delivery models are aligned with international standards like ISO (International Organisation for Standardization) and ITIL (Information Technology Infrastructure Library) based practices. 3. Strong Management Expertise Our Promoters have significant experience in the IT industry with an average experience of 18 years. The senior management consist of professionals with experience in IT industry. The experience of our senior management team has enabled us to scale up our operations and services which has facilitated the growth of our business.

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4. Unique mix of Services & Education Business We have, over the years, developed a strong mix of Services portfolio and Education business. We believe, we are one of the few companies in the country who have adopted this model for growth. We train human resources with quality skills from our Education business which can be leveraged for our Services business. This mix of Services and Education business gives us an edge in the market as we have large pool of skilled human resources generated from our Education business.

5. Well recognized brand for Education Our Education business has been instrumental in building talent for our Company as well as for the IT industry. We commenced our Education business vertical in the year 2008 by acquiring the business of “ITSource Academy of Computers” run by one of our Promoters, M/s Pradeep Bhangale HUF. We have since then expanded this business from 2 centres and as on August 31, 2011, have 47 operating education centres across 8 States. Out of these 47 centers, 11 are self-operated and 36 centers are operated on franchise basis. We believe we are one of the well-recognized brands amongst the students and corporate clients who prefer to hire students from our education centers. Business Strategies Going higher up in value chain in IT Outsourcing and Managed IT services We intend to enhance our value added services capabilities like Total IT Outsourcing Services and Managed IT services to add value to the businesses and save costs for our clients resulting in the overall efficiency of our Company. We also intend to develop delivery capability for different industry verticals to increase overall market share of our Company. Continued focus on large customers and enhance our presence in SME Sector We will continue to focus on our existing base of large customers and leverage further by building strong relationships with them. We are in the process of enhancing our presence in the SME sector with a view to acquire a larger share of business in this growing sector. To Increase our geographical presence We intend to increase our market share of IT Infrastructure Management services by adding more “business and services” locations across the country. We will also look at expanding our operations beyond India in the region like Middle East, US and Europe and try to replicate our delivery models to the customers across these regions. The Network Operating Centre proposed to be setup at our new corporate office will help us to deliver services at cost effective rate, enabling us to have an edge over our competitors. Leveraging and enhancing technological edge as differentiator As part of Technology Consulting offering, we will continue to acquire new technological expertise and capabilities and build solutions around these technologies like cloud computing, data center solutions, virtualization and migration. Further, we will leverage our existing relationship with global IT players to offer IT solutions to our clients Expansion of Education centers We intend to expand Education centers across the country. We plan to leverage our brand recognition and experience in the Education segment to service the increasing demand for skilled human resources in the country and across the globe. We propose to open 25 new education centers in Western, Southern and Eastern regions of the country over the next two years, which will be operated by the Company directly. We have already identified the States and cities for setting up our proposed education centers. For further details please refer the Chapter titled “Objects of the Issue” on page 56 of this Draft Red Herring Prospectus. We also intend to increase total Education centers to 110 centers

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in next 2 years, out of which 36 centers will be operated by the Company and the balance would be operated on franchise basis. Quality education through standardized and innovative teaching methods We have implemented a standardized curriculum across our Education centers. Our curriculum provides a breakdown of the day-to-day activities to be implemented by our trainers. We intend to launch centralized content delivery center which shall enable all faculty members to train students with defined consistency in learning methodology. To achieve inorganic growth through strategic acquisitions and investments; We intend to build end to end capabilities in IT Infrastructure Management Services business. We look to achieve this through organic as well as inorganic growth. By way of inorganic growth, we may identify companies with complementary technological skills along with significant customer base across geographies where we do not have significant presence. For further details, please see the Chapter titled “Objects of the Issue” on page no 56 of this Draft Red Herring prospectus Our Brands

Imanage Support Desk is a comprehensive service management solution built on and around the ITIL best practices. Imanage Support Desk allows organization to implement a world-class service desk that improves management of service support, service delivery and service level agreements.

RPO provides strategic accountability and ownership of acquiring, building and sustaining human resources. The process is designed to move the right candidates quickly through the hiring and training process.

“Swarn Bhavishya” is a program on complete Soft skills upgradation.

“College to Corporate programme” is an attempt to prepare the candidates with right skill-sets as per the industry requirements. This Program is conducted in association with Engineering/College/Diploma Polytechnic colleges/Science colleges.

Our Services We offer services under the following three business verticals:

1. IT Infrastructure Management Services 2. Technology Consulting 3. Education

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A) INFRASTRUCTURE MANAGEMENT SERVICES

a. Managed IT Services We act as a single point of contact for all IT infrastructure needs of our clients. Our dedicated multi-skilled teams of engineers help to optimize resources through well-defined processes and practices. Our Managed IT services broadly cover the following core areas:

Service delivery framework

ITSource Service delivery Framework 

SLA Sign Off Workflow and Transition Resource Planning Employee Transitions

Pre transfer Activity Post Transfer

Activity

Resource deployment

Alignment – people & process

Tools Implementation

Integration - process & technology

Executive program management Gap Analysis & improvement Business priority & transformation

UnderstandingExpectation Critical Service Area

Define Scope Assumptions Project Plan

CHAOTIC

LEVEL

BUSINESS

VALUE

Services Initiation

Agreement & Acquisition

Define Service levels Process management Implementing Quality

Process

Implementation & Deployment

Execution

Sustenance

Business Transformation 

Monitoring Execution Acceptance Study 

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Extensiveexperience in managing IT 

operations and standardization of Service Quality

Focused Governance 

modelfor all complex Environment for 

customer efficiency   

Standard, Consistent and 

Scalable service 

delivery  across all platforms

ServiceDelivery ModelFor all customer Requirements 

Service Process based on ISO & ITIL align 

practices

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b. Enterprise Management Services We have significant experience in Enterprise Management Services and can provide reliable advice and guidance to our clients to achieve maximum benefit. We design and deploy state-of-the-art Enterprise Management solutions which are aligned to ITIL best practices. We work closely with the customers and provide IT solutions to align all their business processes for maximum benefits. Our Enterprise Management Services broadly cover the following core areas:

Cost reduction; Best process and practices; Efficient change management processes; and Business transformation

Our enterprise services deliverables includes: -

c. Total IT Outsourcing Today outsourcing is recognized as a strategic tool for change. We drive the change and help organization to manage people, process and technology to deliver and sustain value. Engagement Model

Following are the different types of engagement models:

Time and material Outsourcing Model On Call /Hybrid Outsourcing Model Project Based Outsourcing Model Strategic Outsourcing Model

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Time and material Outsourcing Model

This model helps organization to keep cost of resources under control and also helps to focus on their core competencies. This gives organization flexibility in managing the HR complexities resulting from business changes. In this model, we bill customers on ‘Man- Month’ basis depending on the human resources deployed on the site.

On Call /Hybrid Outsourcing Model

Organizations like retail stores, small offices or any other location with minimum infrastructure across the country can outsource their complete IT requirements to us and we in turn ensure that all the calls placed during the contract period get resolved as per the service level agreements. Customer is billed as per number of calls resolved or on per location basis.

Project Based Outsourcing Model

Project outsourcing provides our clients flexibility of executing complex and time bound projects without any skills and resources deployed from its existing setup. Projects can be pertaining to infrastructure development, telecom, technology deployment, migration, large site antivirus implementation or even erecting a new site for a client.

Strategic Outsourcing Model

Our Company’s strategic outsourcing solution provides customized end to end outsourcing solutions to relieve companies from managing different and complex IT infrastructure. We deploy solutions that can be managed efficiently and are flexible to changes that arise due to the changes in the business environment from time to time. It also helps the organization to save cost of service delivery and also ensures business process benefits.

d) Remote Management Services (“RMS”) Efficient IT infrastructure is a key component in the growth strategies of enterprises today. Enterprises face huge challenges to ensure uptime and to derive productivity from the investment made in IT infrastructure. These challenges increase when the enterprises have multi-location, multi-platform, multi-vendor environment working 24x7. Our Company’s RMS ensures that companies have full internal control of their IT investment and existing infrastructure, while outsourcing the day-to-day management and monitoring of their infrastructure, such as the desktop management, server management, operating system, network management, database management and application layer. Our Company offers end-to-end RMS through its NOC.

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Our value proposition includes: -

Experience in managing large and complex network across different vertical domain; Diverse skills set to cover multi-vendor, multi-platform environment to support the customer; Menu driven service portfolio; Responsive support; and Proven service delivery process.

e) Enterprise Class IT Management Software

Imanage Support Desk is developed “in-house” by our team of engineers. It is a comprehensive service management solution built on and around the ITIL best practices with a modular approach. Imanage Support Desk allows organization to implement a world-class service desk that improves management of service support, service delivery and service level agreements (SLAs). Imanage benefits .

Improve User satisfaction Reduce cost of IT services Track all change control Reduce time and effort while improving productivity and IT compliance Leverage your IT investment with a fully integrated change management solution Decrease IT inefficiencies Integrated help desk and asset management solution Complete Control over IT Infrastructure Easy to Implement Control over response and resolution with service delivery tools Better reporting and MIS Adhere to best practices in IT change management

Imanage features

Imanage has the following features:

Non Agent based Asset scanning Complete Asset Tracking Real Time Asset Management Change Management Incident Management Problem Management Ticketing Activity Manager Remote Management tool Escalation Manager SLA reports Dashboards

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f) Resource Process Outsourcing (‘RPO’)

RPO provides strategic accountability and ownership of acquiring, building and sustaining human resources. Our process is designed to move the right candidates quickly through the hiring and training process. Our technique combines the talents of our technical teams, innovative processes, use of creativity and state-of-the-art technology to produce exceptional talents. Our retention model ensures that the talent acquired is retained.

Our Company’s RPO advantage can be broadly summarized as under:

Flexible human resource practice based on client’s requirement; Multiple ownership options; Pre-defined training practices across the year along with different technologies. Pan India location support.

Most of our RPO clients have leveraged outsourcing to streamline their processes and achieve cost efficiency. As a RPO service provider, we believe that the key challenge is to understand client’s objective and ensure that the desired objectives are met with minimum time lag.

B) TECHNOLOGY CONSULTING We advise and assist our clients in selecting the right technology and design a solution for their IT requirements. As one of the system integrators, we have relations with leading IT players across the globe to give the right mix of technology/products to our clients. Our technical team helps the customers to assess their requirements and design a scalable solution for uninterruptible computing. Services offered by us under this scope are:

a. System Integration We offer services to customers with respect to selecting right technology and design and build scalable solutions. We have relationships with technology companies like HP, IBM, Lenovo, Cisco, Microsoft and Oracle to meet the demands of our clients.

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b. IT Security Consulting and Deployment We provide services for comprehensive security requirements for all industry domains with defined implementation methodology. We provide solutions for network security and email security. Our managed security services include 24X7 monitoring and management of intrusion detection systems and firewalls.

c. Enterprise Network Solutions We provide cost effective and high performance computer networking solutions to build local network infrastructure for the customers. With the advent of cloud computing and data center, the power of network has become very important tool for user efficiency. We offer network infrastructure which is secure, out-of-band, remote management capable with integrated power controls. Network infrastructure includes LAN, WAN component, switches, routers, firewalls, power systems, fire detection and suppression components.

C) EDUCATION BUSINESS We commenced our Education business vertical in the year 2008 by acquiring the business of “ITSource Academy of Computers” run by one of our Promoters, M/s Pradeep Bhangale HUF. We have since then expanded this business from 2 centres and as on August 31, 2011, have 47 operating education centres across 8 States. Out of these 47 centers, 11 are self-operated and 36 centers are operated on franchise basis. We believe we are one of the well-recognized brands amongst the students and corporate clients who prefer to hire students from our education centers. In our education centers, we offer standardized services and innovative teaching methodologies. We offer around 15-20 IT related career and modular courses. Students who opt for the career course “Diploma in Network Engineering”, undergo a one year part –time training of Pune University’s “Certificate Course in PC Maintenance”, “Certificate Course in Network Maintenance” etc. As of August 31, 2011, we have approx 150 trainers in our self operated and franchisee operated Education Centers.

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We have strategized our Education offerings in four verticals: -

A) IT Training Programs Individual Training Programs We train students who have successfully completed their 10+2 / Diploma after 10th / Undergraduates / Graduates / Engineering on various IT courses in our Education centers across India. Some of the courses offered by us are as follows:

Diploma in Network Engineering Diploma in Security Management Diploma in Remote Management Certificate Course in PC Maintenance Certificate Course in Network Maintenance etc

B) College Training Programs

Looking at various technical courses not being included into the college /university curriculum, we approach various technical institutions like engineering colleges, polytechnic colleges and other degree colleges to run short term courses in the college premises. This helps the students of these colleges to keep abreast with the latest technologies. We design our courses to bridge the gap between the college curriculum and industry requirements. This enables the students to get jobs in the IT industry. The model designed by us is as follows:

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Some of the courses offered under this programme are as follows: IT Programs

ITSource Certified Network Engineer (ICNE) ITSource Certified Network Specialist (ICNS) ITSource Certified System Administrator (ICSA) IT Operation Management (ITOM) Information Technology Infrastructure Library (ITIL)

Finishing School Programs (Soft Skills)

o ITSource Certified Operation Management (ICOM) o ITSource Certified Personality Development and Management (ICPDM) o ITSource Certified Corporate Executive (ICCE)

C) Finishing School Programs

India has one of the highest number of high school graduates, still they cannot find the right jobs. These students, though academically good, lack soft skills required for employment. Research proves that more than 35% of job interviewees get rejected straight away. Keeping this in mind, we have launched “Diploma in Personality and Operation Management”. This course is specially tailored to include all the necessary skills, i.e. personality development, communication skills and business etiquettes.

D) Corporate Training Programs Our corporate training programs are aimed to support business objectives of our Company. With new technologies, versions, updates arising in the IT industry frequently, it becomes important for professionals and corporates to get updated with the latest technological trends. To have the latest technology, the company also needs its employees to have knowledge on these latest technologies. We offer latest & upgraded comprehensive technological corporate training program for every need of the corporates. We offer courses on soft skills, personality development and IT related technical trainings. Some of the courses offered under this programmes are as follows:

I. IT Programs

a. MCITP Server 2008 b. MCITP Server 2008 Upgrade (From Server 2003) c. ITIL d. PMP e. Remote Management Services f. MS Office (Basic and Advance) g. MS Exchange Server 2007 h. Security Management

II. Soft Skills

a. Communication skills b. Leadership and Team Building c. Corporate Etiquettes and Mannerism d. Presentation skills e. Time Management and Stress Management f. Negotiation Skills g. Customer Relationship and Services h. Email and Business Letter Etiquettes i. Train the Trainer

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FRANCHISE MODEL As a part of our business strategy, we have franchisee operated education centers in various States of India. In order to expand our business and presence in the Education market, we continuously evaluate opportunities to acquire existing education centers or enter into franchisee arrangements to run the education programs under our brand name. We started franchising in the year 2009 from the State of Maharashtra. As on August 31, 2011, we have 36 franchisee centers in States of Maharashtra, Karnataka, Gujarat, Orissa, Madhya Pradesh, Assam, Goa, and West Bengal. We have designed a business model which would help our franchisees grow from time to time. We have made four levels of growth for our franchisee partners based on their investment capabilities and the geographical area. The different levels/types of Franchisee are as follows:

A. ITSource Certified Training Center

B. ITSource Franchise

C. ITSource Master Franchise

D. ITSource Premium Franchise

A. ITSource Certified Training Center (“ICTC”) ICTC is the entry level model for franchise partner where the franchise partner is licensed to provide “Diploma in Network Engineering” (“DNE”). The pre-requisite for this model is that the franchise partner should have a ready education center running IT courses. ICTC center is approved on the basis of:

a. Location of the center (Visibility, locality) b. Internal appearance and hygienic conditions of the center. c. Ample space for ITSource branding within and at proximity to the center. d. Quality of the existing team members. e. No other brand associated with the partner for hardware and networking courses. f. Business Potential g. Partner evaluation

The franchisee partner who qualifies the above pre-requisites is licensed to provide our DNE course. Once a franchisee partner is admitted as ICTC he can be upgraded to the next level with a wider range of other courses.

B. ITSource Franchisee (“IF”)

IF is licensed to provide, conduct and execute all courses promoted by our Company. They operate exactly in the same pattern of our self –operated centers. The pre-requisite for being an IF is as follows:

a. Investment Capacity b. Business experience and knowledge c. Dedicated premises d. Dedicated number of qualified and experience team members. e. Local center branding

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The Franchisee partner enters into an agreement with us on mutually agreed terms and location/city. The IF can grow his business and can be upgraded to a Master or a Premium Franchisee at a later stage based on the business plan submitted by him and the locations he would like to operate from.

C. ITSource Master Franchisee (“IMF”)

IMF is a franchisee IF partner who can appoint multiple ICTC centers only under its agreement. Generally the IMF is appointed after one year of successful operations as an IF and after being well versed with our guidelines and policies. The IMF can appoint its sub centers within the same city or within the defined region.

Following are the responsibilities of IMF:

Complete control of the center. Direct reporting of the sub-centers. Assisting the sub-centers ICTCs in day to day operations. Conducting training programs for the sub-centers team members Ensuring smooth and quality operations as per our guidelines. The IMF is responsible for the growth of its sub-centers also. The business plan and targets are assigned to sub-centers in mutual consent with our

Company.

D. ITSource Premium Franchisee (“IPF”) IPF is a franchisee (IF) partner who can be upgraded to this level directly, skipping the IMF level. IPF is a franchise partner who is licensed to appoint IF and/or ICTC in a particular State of India. The IPF are appointed on the basis of the potential to invest into respective States in India and appoint new franchisee, manage them and achieve the given business targets.

The responsibilities of IPF are similar to IMF. Competition Business dynamics of the IT Industry change very rapidly. In our Infrastructure Management Services business we face competition from Wipro, HCL, CMC Limited etc. We also face competition from Multinational Companies like IBM, DELL and HP. In Technology Consulting business we face competition from HCL, Allied Digital Services Limited, Wipro and few Tier II players in the local markets. Our competitors for Education business primarily are Jetking Infotrain Limited, NIIT Limited, Aptech Limited and few regional players like GTT InfoTech and Karrox Technologies Limited. Approach to Marketing We strongly believe that growth is a balance between successful retention of existing customers and effective acquisition of new customers. We have teams of Business Managers who are responsible for customer acquisition from different industry verticals and geography. Account managers are responsible for customer retention and business growth from existing customers. They act as single point of contact for all customer needs and are responsible for customer satisfaction. For our education business, we have regional head structure, which is responsible for managing regional business & acquiring new franchisees. We have dedicated franchisee managers for new franchisee acquisition. Business Partnership We are in business partnership with leading global IT companies like HP , Wipro , Dell , Accenture , AGC network Limited (formerly Avaya Global Connect Limited ), CMC Limited and Siemens Limited to provide Outsourcing services to their customer.

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Human Resources Philosophy Our Company practices the following HR practices:

1. A strong value system which is driven by result orientation, adaptability to change, humility and respect for colleagues and peers;

2. Constant endeavour to set and maintain high standards of performances and focus on employee satisfaction and retention;

3. Individual training and development of priority investment for better performances; and

4. Promote culture for ongoing dialogue between reporting managers and the people who report to them for better review mechanism

Collaborations There are no collaborations as on the date of this Draft Red Herring Prospectus. Utilities & Infrastructure Facilities Our registered office is located at Mumbai. Further, we have a branch office in New Delhi. Our Education centers at Bangalore, Ahmedabad, Pune, Kolkatta, and Nagpur act as regional offices of our Company. Our offices and Education Centers are equipped with latest computer systems, servers, relevant software’s, uninterrupted power supply, internet connectivity, security and other facilities, which are required for our business operations to function smoothly. Employee details Details of employees as on August 31, 2011 is as follows:

Sr. No. Category Number of Employees

1 Management Cadre 15

2 Technical 1610

3 Middle Level Manager 35

4 HR/Administration/Finance 29

5 Marketing/Sales 22

Total 1711 Export Obligations There are no export obligations as on the date of this Draft Red Herring Prospectus Capacity and Capacity Utilization Our Company being in the service industry installed capacity and capacity utilization is not applicable to us. Future prospects For details on future prospects of this industry, please refer to section titled ‘Outlook and Key Challenges’ beginning on page 89 of this Draft Red Herring Prospectus.

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Immovable Property Our Company occupies certain properties on lease/ licence basis. Our Company uses the same for the purposes of branch offices and Education centres. They are as follows: - Sr. No.

Details of the Property

Use Leased/License Licensor/Lessor /Vendor

Consideration/ Lease Rental/

License Fees (`)

Term of Agreement

1. Premises at 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai 400093

Registered Office

Licensed Mr. Dhirubhai K. Patel

License Fees - ` 1,55,000/- per month Security Deposit – ` 9,30,000/-

Period of 33 months commencing from October 1, 2009 till June 30, 2012

2. Premises at Office No. 316/317, Dev Nandan Mega Mall, Opposite Sanyas Ashram, Ashram Road, Ellisbridge, Ahemdabad

Training centre

Leased Arvindbhai Jayantilal Parikh (HUF)

Lease Rent: - ` 26,000/- per month Security Deposit – ` 78,000/-

Period of 3 years commencing from April 1, 2009 till April 1, 2012

3. Premises at Ground Floor, C-12(3), Kasturchand Mill compound, Near Laxmi Building, Senapati Bapat, Dadar (West)

Training centre

Licensed Mr. Malshi Dedhia and Mr. Jamnaben Dedhia

License Fees – ` 20,000/- per month Security Deposit – ` 3,00,000/-

Period of 36 months commencing from November 1, 2008 till October 31, 2011

4. Premises at Flat Nos. 1 and 2, Adhikar Bhawan, Old Nagardas Road, Andheri (East), Mumbai – 400 069

Training Centre

Licensed Mr. Rakesh Sharma, Mr. Alok Sharma and Mr. Mukesh Sharma

License Fees – ` 60,000/- per month Security Deposit – ` 3,00,000/-

Period commencing from January 15, 2009 till October 14, 2012

5. Premises at Flat No. 206, Om-Rachana Co-operative Housing Society, Sector – 17, Vashi, Navi Mumbai – 400 703

Training Centre

Licensed Mrs. Leela Shankarrao Awate

License Fees – ` 27,951/- per month Security Deposit – ` 1,00,000/-

Period of 33 months commencing from January 1, 2011 to September 30, 2013

6. Premises at First Floor at Plot No. 68 at Ramnagar, Nagpur

Training centre

Leased Mr. Subhash Dinkar Kate

Lease Rent – ` 11,000/- per month Security Deposit – ` 1,48,000/-

Period of 3 years commencing from September 1, 2010 till October 31, 2013

7. Premises at Shop No. 7, 8 and 9, Plot No. 119, Bitthal Shopping

Training centre

Leased Mr. Vatsalabai Vitthalrao Patil

Lease Rent – ` 8,000/- per month Security

Period of 36 months commencing from October 1, 2008 till

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Sr. No.

Details of the Property

Use Leased/License Licensor/Lessor /Vendor

Consideration/ Lease Rental/

License Fees (`)

Term of Agreement

Complex, Mear Okarshwar Mandir, Jilha Peth, Jalgaon

Deposit – ` 50,000/-

September 30, 2011

8. Premises at Ground floor of the premises at CG-238 Sector II, Salt Lake City, Kolkatta- 700091

Training Centre cum Office

Licensed Mrs. Kalpana Basak, Mrs. Sunita Das and Mrs. Sanchita Basak

License Fee – ` 36,000/- per month Security Deposit – ` 1,08,000/-

Period of 11 months commencing on December 1, 2010 till November 30, 2011

9. Premises at Office Number 1,2,3,4,5 and 6 CTS No. 629/A5 Bhosale Shinde Arcade, Shivajinagar (Bhamburda), Pune.

Training centre cum office

Licensed Dilip Keshavlal Shah.

License Fee – ` 79,200/- per month Security Deposit – ` 3,00,000/-

Period commencing from January 1, 2011 till December 31, 2012

10. Premises at Office No. 302 admeasuring 456 sq.ft. on the 3rd floor of Dattani Trade Center, Chandarverkar Road, Borivali (W), Mumbai 400092

Training centre

Licensed Mr. B.R. Dalal (HUF)

License Fee – ` 24,000/- per month Security Deposit – ` 1,00,000/-

Period of 33 months commencing from April 6, 2009 till January 6, 2012

11. Premises at Office No. 101, 2nd Floor, Thakur Niwas, above Tip Top, Gokhale Road, Thane (West), Mumbai 400601

Training Centre

Licensed Mr. Suresh R. Mishra

License Fee – ` 12,265/- per month Security Deposit – ` 75,000/-

Period of 12 months commencing from April 4, 2011 till March 3, 2012

12. Premises at Spade Center, 1st Floor, Vipul Agora, MG Road, Gurgaon

Branch Office

Leased Spade Business Center Pvt Ltd

Lease Rent ` 11,000 per month

* Period of twenty four months

13. Premises at 2nd Floor, Sampinge Plaza, Samping Road, 11th Cross, Malleswaram, Bengaluru

Training Centre cum Office

Leased Electronica Mechtronics India Pvt Ltd

Lease Rent ` 25,000 per month

* Period of twenty four months

* The lease/license agreements for the abovementioned premises have expired and are in the process of renewal. INTELLECTUAL PROPERTY

Our Company has been using the logo being “ ”. Our Company has procured Trademark Registrations for following: -

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Sr. No. Logo Registration Number Class 1. 1741738 35 2. 1741739 37 3. 1741740 41 4. 1736270 35

In addition to the above, our Company has applied for the following logo currently being used by our Company: -

Sr. No. Logo Application Number Class 1 2194027 42

Further, we use the following logos for our education business, registration of which is pending as on date of this Draft Red Herring Prospectus:

Please refer to risk factor 14 on page 16 of this Draft Red Herring Prospectus.

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KEY INDUSTRY REGULATIONS AND POLICIES

The regulations and policies set out below are not exhaustive and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for professional advice. The following description is a summary of the relevant regulations and policies as prescribed by the Government of India that are applicable to our Company. The statements below are based on the provisions of Indian law in force, and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions. The Information Technology Act, 2000 The Information Technology Act, 2000 (“the IT Act”) was enacted with the purpose of providing legal recognition to electronic transactions. In addition to providing for the recognition of electronic records, creating a mechanism for the authentication of electronic documentation through digital signatures, the IT Act also provides for civil and criminal liability including fines and imprisonment for various computer related offences. These include offences relating to unauthorised access to computer systems, modifying the contents of such computer systems without authorisation, damaging computer systems, the unauthorised disclosure of confidential information and computer fraud. In view of India’s growing IT/BPO sector, the government of India has recently approved an Amendment to the IT Act, especially with regard to the growing need for data protection. Shops and Establishment Act Under various State laws dealing with shops and establishments, any shop or commercial establishment has to obtain a certificate of registration from the supervising inspector and also has to comply with certain rules laid down in the act governing that particular State. These rules and regulations regulate the opening and closing hours of shops and commercial establishments, daily and weekly work hours, closing dates and holidays, health and safety of persons working in shops and commercial establishments, payment of wages and maintenance of records and registers by the employers, among others.

Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Employees Provident Funds and Miscellaneous Provisions Act, 1952 ("EPFA") was introduced with the object to institute compulsory provident fund for the benefit of employees in factories and other establishments. The EPFA provides for the institution of provident funds and pension funds for employees in establishments where more than 20 persons are employed and factories specified in Schedule I of the EPFA. Under the EPFA, the Central Government has framed the "Employees Provident Fund Scheme", "Employees Deposit-linked Insurance Scheme" and the "Employees Family Pension Scheme". Liability is imposed on the employer and the employee to contribute to the funds mentioned above, in the manner specified in the statute. There is also a requirement to maintain prescribed records and registers and filing of forms with the concerned authorities. The EPFA also prescribes penalties for avoiding payments required to be made under the abovementioned schemes. Payment of Wages Act, 1936 The Payment of Wages Act, 1936 applies to the persons employed in the factories and in industrial or other establishments where the monthly wages payable to such persons is less than Rs. 6500/-. Minimum Wages Act, 1948 The Minimum Wages Act, 1948 (“MWA”) came in to force with the objective to provide for the fixation of a minimum wage payable by the employer to the employee. Under the MWA, the appropriate government (Central or State) is authorized to fix the minimum wages to be paid to the persons employed in scheduled or non scheduled employment. Every employer is required to pay not less than the minimum wages to all employees engaged to do any work whether skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in the schedule to the MWA, in respect of which minimum rates of wages have been fixed or revised under the MWA.

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Payment of Gratuity Act, 1972 The Payment of Gratuity Act, 1961 (“the POG Act”) provides for payment of gratuity to employees employed in factories, shops and establishments who have put in a continuous service of 5 years, in the event of their superannuation, retirement, resignation, death or disablement. The rule of ‘5 years continuous service’ is however relaxed in case of death or disablement of an employee. Gratuity is calculated at the rate of 15 days wages for every completed year of service with the employer. Under the POG Act, an employer is obliged for a maximum gratuity payout of ` 10,00,000 for an employee. The POG Act also requires the employer to obtain and maintain an insurance policy for the employer’s obligation towards payment of gratuity. Tax Related Legislations Value Added Tax, 2005 Value Added Tax (“VAT”) is charged on sale of goods in the States under the law enacted by each State in respect thereof. VAT is however, not chargeable on the value of services which do not involve a transfer of goods. VAT is a multi-point levy on each of the entities in the supply chain with the facility of setoff of input tax that is the tax paid at the stage of purchase of goods by a trader and on purchase of raw materials by a manufacturer. Only the value addition in the hands of each of the entities is subject to tax. Income Tax Act, 1961 The Income Tax Act, 1961 (“IT Act”) is applicable to every company, whether domestic or foreign whose income is taxable under the provisions of this Act or Rules made there under depending upon its “Residential Status” and “Type of Income” involved. Every company assessable to income tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like. Every such company is also required to file its returns by 31st October of each assessment year. Service Tax Service tax is charged on ‘taxable services’ as defined in Chapter V of Finance Act, 1994, which requires a service provider of taxable services to collect service tax from the recipient of such services and pay such tax to the Government. According to Rule 6 of the Service Tax Rules, every assesse is required to pay Service tax in TR 6 challan by the 5th of the month immediately following the month to which it relates. Further, under Rule 7 (1) of Service Tax Rules, the company is required to file a half yearly return in Form ST 3 by the 25th of the month immediately following the half year to which the return relates. Customs Act, 1962 The provisions of the Customs Act, 1962 and Rules made there under are applicable at the time of import of goods into India from a place outside India or at the time of export of goods out of India to a place outside India. Any Company requiring to import or export any goods is required to get itself registered and obtain an Importer Exporter Code (IEC) number. Importer Exporter Code Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without an Importer Exporter Code number unless such person/company is specifically exempted. An application for an Importer Exporter Code number has to be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce. An Importer Exporter Code number allotted to an applicant is valid for all its branches/ divisions/ units/factories.

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Intellectual Property Rights Intellectual Property in India enjoys protection under both common law and statute. Under statute, India provides for the protection of patent protection under the Patents Act, 1970, copyright protection under the Copyright Act, 1957 and trademark protection under the Trade Marks Act, 1999. The above enactments provide for protection of intellectual property by imposing civil and criminal liability for infringement. In addition to the above domestic legislations India is a party to several international treatise related to intellectual property including the Patent Co-operation Treaty, 1970, the Paris Convention for the Protection of Industrial Property, 1883, the International Convention for the Protection of Literary and Artistic Works signed at Berne in 1886 (the Universal Copyright Convention of 1952), the Rome Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organisations 1961 and as a member of the World Trade Organisation is a signatory to the Agreement on Trade Related aspects of Intellectual Property Rights, 1995 (the TRIPS Agreement). Regulations Regarding Foreign Investment Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications thereunder, as issued by the Reserve Bank of India from time to time, and the policy prescribed by the Department of Industrial Policy and Promotion, which provides for whether or not approval of the FIPB is required for activities to be carried out by foreigners in India. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000 (“FEMA Regulations”) to prohibit, restrict or regulate, transfer by or issue security to a person resident outside India. As laid down by the FEMA Regulations, no prior consents and approvals is required from the RBI, for foreign direct investment (“FDI”) under the automatic route within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI.

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HISTORY AND OTHER CORPORATE MATTERS Our Company was incorporated, vide Certificate of Incorporation dated March 20, 1998 issued by Registrar of Companies, Maharashtra (“RoC”), under the provisions of the Companies Act, 1956 as Bee’s Computer System Private Limited and vide fresh certificate of incorporation dated July 07, 2000 the name of our Company was changed to ITSourceindia Tech Private Limited. Our Company was converted into a public limited company and the name of our Company was changed to ITSourceindia Tech Limited vide fresh certificate of incorporation dated July 17, 2010. The name of our Company was further changed to ITSource Technologies Limited and a fresh certificate of incorporation dated October 28, 2010 was issued by ROC with CIN U72900MH1998PLC114091. Our Company is promoted by Mr. Pradeep Bhangale, Ms. Prachi Bhangale and M/s Pradeep Bhangale HUF. Our Company is engaged in businesses of Infrastructure Management Services, Technology Consulting and Education. As a part of Infrastructure Management Services, our Company provides Remote Management Services, Total IT Outsourcing, Managed IT Services and Enterprise Services. In Technology Consulting, our Company offers System Integration, IT Security and Consulting, Data Center services and Enterprise Solutions. Our Education business, our Company provides training in the areas of career courses, global certification and exams, finishing programs in soft skills for freshers and experienced individuals in the industry. For further details of our Company’s activities, products and the growth of our Company, please refer to the Chapters titled “Business Overview” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on pages 91 and 165 respectively, of this Draft Red Herring Prospectus. Changes in the Registered Office of our Company

Date Details of Registered Office Reason for change

Since Incorporation 401/402, Navratna Apartments, Dattapada Road, Borivali (East), Mumbai 400066.

--

February 7, 2008 9A, Navratna Apartments, Dattapada Road, Borivali (East), Mumbai 400066.

Administrative convenience

August 19, 2011 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai 400093

Administrative convenience

Acquisition of Education business Our HUF Promoter, M/s Pradeep Bhangale HUF, carried on education business through its centers under the name and style of “ITSource Academy of Computers”. Pursuant to a Memorandum of Understanding dated February 1, 2008, our Company acquired the education business from M/s Pradeep Bhangale HUF for a sum of ` 43 Lac which was paid in form of cash. The said education business was acquired by our Company on “As-is-Where-is- Basis” together with all its assets. The aforesaid acquisition was effected from April 01, 2008 in the books of accounts of our Company. Awards & Certifications

Year Awards/Certifications 2011 Premier 100 Honoree award - CRN

Best IT Managed Service Company in SME – CRN 2010 Best outsourcing Partner award - from Wipro

Top 100 Small business - Franchising World Major events in the History of Our Company

Year Milestone 2011 Launched imanage Service desk Software 2010 Name changed to from ITSourceindia Tech Limited” to “ITSource Technologies

Limited”

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2010 Converted into a public company and was called “ITSourceindia Tech Limited” 2009 Adoption of franchise model for our Education business 2008 Awarded ISO 9001-2008 certification

Acquisition of Education business of M/s Pradeep Bhangale HUF 2007 Launched RPO 2005 Microsoft Certified Partner

Partner with Wipro as outsourcing partner for Pan India Support Partner with HP for Services Support for their Customer

2000 Name changed from Bee’s Computer System Private Limited to Itsourceindia Tech Private Limited

1998 Incorporated as Bee’s Computer System Private Limited For details on technology, market, technology competence and capacity built up, please refer to Chapter titled “Business Overview” on page 91 of this Draft Red Herring Prospectus. Changes in the Memorandum of Association of our Company Since Incorporation, the following changes have been incorporated in Memorandum of Association of our Company, after approval of the members: -

Sr. No. Particulars of change Date of Shareholder’s

meeting

AGM/ EGM

1. Authorised Share Capital increased from ` 1,00,000/- to ` 10,00,000/-

June 17, 2000 EGM

2. Authorised Share Capital increased from ` 10,00,000/- to ` 25,00,000/-

March 30, 2006 EGM

3. Authorised Share Capital increased from ` 25,00,000/- to ` 1,00,00,000/-

February 14, 2008 EGM

4. Sub-division of the face value of the Equity Shares from ` 10/- to ` 5/- each

May 10, 2008 EGM

5. Authorised Share Capital increased from ` 1,00,00,000/- to ` 5,00,00,000/-

March 27, 2010 EGM

6. Consolidation of the face value of the Equity Shares from ` 5/- to ` 10/- each

September 2, 2011 AGM

7. Authorised Share Capital increased from ` 5,00,00,000/- to ` 15,00,00,000/-

September 2, 2011 AGM

Number of Shareholders/ Members As on the date of this Draft Red Herring Prospectus, the total number of holders of our Equity Shares is seven. Our Main Objects: The main objects of our Company, which permit us to carry on our existing activities as well as the objects for which this Issue is being made, as stated in the Memorandum of Association are: To carry on the business as manufactures, producers, assemblers, processors, makers, convertors, repairers, importers, exporters, traders, buyers, sellers, retailers, whole-sale suppliers, indenters, distributors or otherwise deal in computers and peripherals and in the business of data processing, software consultants, computer education and training, data processors, software and hardware used in the operation of or otherwise in connection therewith or ancillary thereto. To carry on in India or elsewhere, all or any of the business of designing and developing computer software for business applications as well as for system development, to impart training in computer software, software designing and software development, providing technical, qualified and/ or trained up personnel for placement or on assignment/s basis and to provide consultancy, advisory and

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marketing services in the field of computer hardware, computer software, off the shelf software solutions, software, training and computer manpower services. Injunction or restraining orders Our Company is not operating under any injunction or restraining order. Capital raising (Equity/ Debt) Our equity issuances in the past and availing of debts, have been provided in Chapter titled Capital Structure beginning on page 46 of this Draft Red Herring Prospectus. Changes in activities of our Company during the last five (5) years Our Company has not changed its line of activities in the last five (5) years. For further details, please refer to Chapter titled "Business Overview" beginning on page 91 of this Draft Red Herring Prospectus. Time and Cost Overrun In respect of projects undertaken by our Company since its incorporation, there have been no time and cost overruns. Strikes and Labour Unrest Our Company has not lost any significant time on account of strikes or labour unrest during the last five years. Defaults or rescheduling of borrowing Our Company has not defaulted or rescheduled our borrowings. Furthermore, none of our loans taken from banks and financial institutions have been converted into equity in the past. Joint Venture and Other Agreements As on the date of filing the Draft Red Herring Prospectus, there is no existing Joint Venture or other Agreements entered into by our Company. Shareholders Agreement As on the date of filing the Draft Red Herring Prospectus, there are no existing Shareholders Agreements amongst the shareholders of our Company. Other Agreements There are no other material agreements or contracts, which have been entered into within a period of two years prior to the date of the Draft Red Herring Prospectus, which are subsisting as on date. Strategic Partners Our Company does not have any strategic partners as on date of the Draft Red Herring Prospectus. Financial Partners Our Company does not have any financial partners as on date of the Draft Red Herring Prospectus. Our Holding Company Our Company does not have any holding company.

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Our Subsidiary Our Company does not have any subsidiary company.

Guarantees given to third parties Our Promoters have not given any Guarantees to third parties

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OUR MANAGEMENT Under the Articles of Association our Company cannot have less than 3 Directors and more than 12 Directors. Currently, our Company has 6 (six) Directors, of which three are Executive Directors and three are Non Executive Directors. The following table sets forth details regarding our Board of Directors as on the date of filing of this Draft Red Herring Prospectus with SEBI: - Board of Directors Sr. No.

Name, Father’s Name, Designation, Status of Directorship, Age, Nationality, Address, Occupation & DIN

Date of Appointment &

Term of Directorship

Other Directorships/ Partnership/ Trusteeship/

Proprietorship

1 Mr. Pradeep Bhangale S/o Mr. Eknath Bhangale Designation : Chairman and Managing Director Status: Executive, Non Independent Director Age : 47 years Nationality: Indian Address: 1703, 17th Floor, EMP 48 Evershine Tower, Thakur Village, Kandivali (East), Mumbai 400101, Maharashtra. Occupation: Business DIN: 00322707

Appointed as the Managing Director on March 30, 1998.

Re-appointed as the Managing

Director on July 19, 2010 for a period of five

years.

Non- retiring Director

1. We Search Consulting Services Private Limited; and

2. M/s Pradeep Bhangale

HUF

2 Mrs. Prachi Bhangale W/o Mr. Pradeep Bhangale Designation: Whole-time Director Status: Executive, Non Independent Director Age: 38 years Nationality: Indian Address: 1703, 17th Floor, EMP 48 Evershine Tower, Thakur Village, Kandivali (East), Mumbai 400 101, Maharashtra. Occupation: Business DIN: 00322754

Appointed as a Whole Time

Director on March 30, 1998.

Re-appointed as a

Whole-Time Director on July 19, 2010 for a period of five

years.

Non- retiring Director

We Search Consulting Services Private Limited

3 Mr. Dinesh Nair S/o Mr. Sadasivan Krishnan

Appointed as Additional Director on July 25, 2008.

Nil

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Designation: Chief Executive Officer and Whole-time Director Status: Executive, Non Independent Director Age: 36 years Nationality : Indian Address: 301, Sun Smruti, Sector-1, Plot 90/91, Off. Plam Beach Road, Sanpada, Navi Mumbai 400 705, Maharashtra. Occupation: Service DIN: 02250778

Re-appointed as a Whole Time

Director in the AGM held on September 30,

2008.

Re-appointed as a Whole-Time

Director on July 19, 2010 for a period of five

years.

Liable to retire by rotation

4 Mr. Praveen Bangad S/o Mr. Kacharulal R. Bangad Designation: Director Status: Independent and Non-Executive Director Age: 29 years Nationality : Indian Address: Plot No. 329-E, Sector C, Bhakti Nagar, CIDCO, N-1, Aurangabad, 431003, Maharashtra. Occupation: Professional DIN: 02784756

Appointed as an Additional Director

on August 19, 2011.

Re-appointed as a Director in the

AGM held September 2, 2011.

Liable to retire by

rotation

1. Akshay Multitrade Private Limited

2. Praveen K. Bangad and Co. 3. Praveen K. Bangad HUF

5 Mr. Devinder Kumar Arora S/o Mr. Satpal Arora Designation: Director Status: Independent and Non-Executive Director Age: 50 years Nationality : Indian Address: 303, Nageshwar Dham, Plot 4, Sector 44, Seawoods, Nerul (West), Navi Mumbai 400706, Maharashtra. Occupation: Service

Appointed as an Additional Director

on August 19, 2011.

Re-appointed as a

Director in the AGM held

September 2, 2011.

Liable to retire by rotation

Nil

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DIN: 02511528 6 Mr. Ravishankar Gopalan

Designation: Director Status: Independent and Non-Executive Director Age: 47 years Nationality : Indian Address: 3, Venkateswara, 16th Road, Chembur, Mumbai – 400 071, Maharashtra. Occupation: Business DIN: 02559630

Appointed as Additional Director

on August 19, 2011.

Re-appointed as a Director in the

AGM held September 2, 2011.

Liable to retire by

rotation

1. ABG Infralogistics Limited;

2. ABG Kolkatta Container Terminal Private Limited;

3. ABG Kandla Container

Terminal Limited;

4. ABG LDA Bulk Handling Private Limited;

5. ABG Haldia Bulk

Terminals Private Limited;

6. ABG Ports Private Limited; and

7. Sairam Corporate Advisors

Private Limited. Note: All of our Directors are Indian nationals. None of our Directors are related to each other, except for Mr. Pradeep Bhangale and Ms. Prachi Bhangale, who are related to each other as husband and wife. None of the above mentioned Directors are on the RBI List of wilful defaulters as on the date of the Draft Red Herring Prospectus. Further, neither our Company nor our Promoters, persons forming part of our Promoter Group, Directors or persons in control of our Company are debarred from accessing the capital market by SEBI. None of our Directors are or have been Directors in any of the listed companies which have been/ were delisted from the stock exchange(s). None of our directors are or have been directors in any of the listed companies whose shares have been/were suspended from being traded on the Bombay Stock Exchange Limited/ National Stock Exchange of India Limited. None of our Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or person in control of any other company, which is debarred from accessing the capital market under any order or directions made by the SEBI. There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any of the above mentioned Directors was selected as director or member of senior management.

Brief Profile of the Directors For the profiles of Mr. Pradeep Bhangale and Mrs. Prachi Bhangale, please refer to Chapter titled “Our Promoters and Promoter Group” beginning on page 130 of this Draft Red Herring Prospectus. Mr. Dinesh Nair, aged 36 years, is the Chief Executive Officer and Whole Time Director of our Company. He holds a Bachelors degree in Engineering (Electronics and Telecommunication Engineering Branch) from University of Mumbai and a Master in Management Studies from Narsee Monjee Institute of Management Studies, Mumbai. He has over 13 (thirteen) years of experience in the IT Industry. His expertise spans across customer acquisitions, client relationship operation, strategic management, and new business strategy. He has been associated with our Company since April, 2000 and has been instrumental in building our Company across various stages. . He is also in-charge of day to day operations. His annual remuneration for the FY 2011 was ` 10.56 Lac.

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Mr. Praveen Bangad, aged 29 years, holds a Bachelors degree in Commerce from Dr. Babasaheb Ambedkar Marathwada University, Aurangabad, Maharashtra. He is a qualified Chartered Accountant and a Cost and Works Accountant. He also holds a Diploma in Co-operation and Accountancy granted by the Government Diploma in Co-operation and Accountancy Board, Maharashtra State. He has almost 5 years of experience in the field of Finance and Accountancy. He has been appointed as an Independent, Non-Executive Director of our Company with effect from August 19, 2011. Mr. D. K. Arora, aged 50 years, holds a Bachelors degree in Arts (Honours Course) from the University of Delhi and a Masters degree in Arts from the University of Rajasthan. He has worked with Unit Trust of India (“UTI”) from the year 1986 to the year 2003. In his tenure at UTI, he held various senior level posts like Manager and Assistant General Manager (Officiating). Later, he worked with Sahara India Pariwar as an Assistant Senior Manager and was responsible for establishing a branch network at an all India level for Mutual Fund products. Subsequently, he worked with Networth Stock Broking Limited as an Assistant Vice President - Institutional Sales from September, 2007 to June, 2008. He has also worked with Saffron Global Markets Private Limited for period July 12, 2008 February 28, 2011. Mr. Ravishankar Gopalan, aged 47 years, holds a Bachelors degree in Engineering (Mechanical Engineering) from the Maharaja Sayajirao University, Baroda. He has had over 6 (six) years of experience in the Engineering Industry and over 19 (nineteen) years of experience in the Financial Services Industry. In the Financial Services Industry, he has worked with companies like Imperial Corporate Finance and Services Private Limited and Meghraj Capital Advisors Private Limited. He has been appointed as an Independent, Non-Executive Director of our Company with effect from August 19, 2011. Borrowing Powers As per the Articles, the Board is authorised to borrow moneys, subject to the consent of our Company in a general meeting, where the moneys to be borrowed together with the moneys already borrowed by our Company (apart from the temporary loans obtained from our Company’s bankers in the ordinary course of business), will exceed the aggregate of the paid-up capital of our Company and its free reserves, i.e., reserves not set apart for any specific purpose. Pursuant to a special resolution passed at the Annual General Meeting of our shareholders held on September 02, 2011, our Directors were authorised to borrow money(s) on behalf of our Company in excess of the paid up share capital and the free reserves of our Company from time to time, pursuant to the provisions of Section 293(1)(d) of the Companies Act, subject to an amount not exceeding ` 15,000 Lac. Compensation to Chairman & Managing Director and Whole-time Directors Our Company has entered into service agreements with our Chairman & Managing Director and Whole Time Directors. The details of the same are given below:

Mr. Pradeep Bhangale- Chairman & Managing Director Tenure 5 years with effect from July 19, 2010 expiring on July 18, 2015 Basic Salary ` 39,500/- per month in addition to a House rent allowance of ` 19,750/- Perquisites (i) Leave travel allowance – ` 59,250/- per annum;

(ii) Reimbursement of medical expenses – ` 1,250/- per month; (iii) Leave encashment as per rules of our Company encashment of 21 days leave

per annum on basic salary; (iv) Provident Fund contribution as per Company’s rules applicable to senior

executives of our Company; (v) Gratuity benefit as per rules of our Company salary for every completed year

of service;

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(vi) Commission and Performance Linked Variable: In addition to salary,

perquisites and other allowances, commission based on the net profits of our Company computed in the manner laid down in Section 309(5) of the Companies Act, 1956 (“the Act”) subject to the provisions of Section 198 and other applicable provisions, if any, of the Act. Such commission shall be of such percentage and of such amount as the Board of Directors of our Company may determine keeping in view the performance of our Company in respect of each financial year and the same may be made on pro rata basis every month or on an annual basis or partly monthly and partly on annual basis at the discretion of the Board subject to the limits prescribed under the Act;

(vii) Dearness allowance: ` 18,500/- per month; (viii) Special allowance: ` 27,616/- per month; (ix) City compensatory allowance or other allowance: ` 35,000/- per month;

(x) Children education allowance: Rs. 200/- per month;

(xi) Transport allowance: Rs. 800/- per month; and (xii) Bonus: Rs. 20,000/- per annum.

Other Terms and Conditions

Mr. Pradeep Bhangale is entitled to sitting fees for attending the meetings of the Board of Directors and committee meetings.

Termination The agreement may be terminated either by our Company or by Mr. Pradeep Bhangale by a notice in writing not less than 3 months to the other party.

Mrs. Prachi Bhangale- Whole-time Director Tenure 5 years with effect from July 19, 2010 expiring on July 18, 2015 Basic Salary ` 25,000/- per month in addition to a House rent allowance of ` 12,500/- Perquisites (i) Leave travel allowance – ` 37,500/- per annum;

(ii) Reimbursement of medical expenses – ` 1,250/- per month; (iii) Leave encashment as per rules of our Company encashment of 21 days leave

per annum on basic salary; (iv) Provident Fund contribution as per Company’s rules applicable to senior

executives of our Company; (v) Gratuity benefit as per rules of our Company salary for every completed year

of service; (vi) Commission and Performance Linked Variable: In addition to salary,

perquisites and other allowances, commission based on the net profits of our Company computed in the manner laid down in Section 309(5) of the Companies Act, 1956 (“the Act”) subject to the provisions of Section 198 and other applicable provisions, if any, of the Act. Such commission shall be of such percentage and of such amount as the Board of Directors of our Company may determine keeping in view the performance of our Company in respect of each financial year and the same may be made on pro rata basis every month or on an annual basis or partly monthly and partly on annual basis at the discretion of the Board subject to the limits prescribed under the Act;

(vii) Dearness allowance: ` 11,500/- per month; (viii) Special allowance: ` 6,378/- per month;

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(ix) City compensatory allowance or other allowance: ` 12,000/- per month;

(x) Transport allowance: Rs. 800/- per month; and (xi) Bonus: Rs. 20,000/- per annum.

Other Terms and Conditions

Mrs. Prachi Bhangale is entitled to sitting fees for attending the meetings of the Board of Directors and committee meetings.

Termination The agreement may be terminated either by our Company or by Mrs. Prachi Bhangale by a notice in writing not less than 3 months to the other party.

Mr. Dinesh Nair- Whole-time Director Tenure 5 years with effect from July 19, 2010 expiring on July 18, 2015 Basic Salary ` 27,000/- per month in addition to a House rent allowance of ` 19,000/- Perquisites (i) Reimbursement of medical expenses – ` 1,250/- per month;

(ii) Leave encashment as per rules of our Company encashment of 21 days leave

per annum on basic salary; (iii) Provident Fund contribution as per Company’s rules applicable to senior

executives of our Company; (iv) Gratuity benefit as per rules of our Company salary for every completed year

of service; (v) Commission and Performance Linked Variable: In addition to salary,

perquisites and other allowances, commission based on the net profits of our Company computed in the manner laid down in Section 309(5) of the Companies Act, 1956 (“the Act”) subject to the provisions of Section 198 and other applicable provisions, if any, of the Act. Such commission shall be of such percentage and of such amount as the Board of Directors of our Company may determine keeping in view the performance of our Company in respect of each financial year and the same may be made on pro rata basis every month or on an annual basis or partly monthly and partly on annual basis at the discretion of the Board subject to the limits prescribed under the Act;

(vi) Dearness allowance: ` 19,000/- per month; (vii) Special allowance: ` 26,450/- per month; and (viii) Transport allowance: Rs. 800/- per month

Other Terms and Conditions

Mr. Dinesh Nair is entitled to sitting fees for attending the meetings of the Board of Directors and committee meetings.

Termination The agreement may be terminated either by our Company or by Mr. Dinesh Nair by a notice in writing not less than 3 months to the other party.

Compensation to Executive Directors The details of remuneration paid to our Executive Directors for FY 11 is given below: Name of Director ` in Lac

Mr. Pradeep Bhangale 18.39 Mrs. Prachi Bhangale 9.39 Mr. Dinesh Nair 10.56

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Compensation to Independent Directors Our Independent Directors are entitled to sitting fees of attending meetings of the Board or of any Committee of the Board. Currently, the sitting fees payable by our Company to our Directors is upto ` 20,000/- for each meeting of the Board or committee of the Board attended by them. No sitting fees/other remuneration has been paid to our Directors for FY 2011. The above said remuneration and perquisites are subject to the ceiling laid down in sections 198 and 309 and Schedule XIII of the Companies Act and all other applicable provisions of the Companies Act as may be amended from time to time. Except as stated in this Draft Red Herring Prospectus, no amount or benefit has been paid by our Company within the two preceding years or is intended to be paid or given by our Company to any of our Company’s officers including our Directors and Key Management Personnel. Further, except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company, including our Directors and our Key Management Personnel, are entitled to any benefits upon termination of employment. Shareholding of Directors in our Company Our Articles of Association do not require our Directors to hold any qualification shares. However share holding of our Directors is hereunder provided as on date:

Sr. No. Directors No. of Equity Shares Percentage

1. Mr. Pradeep Bhangale 28,47,920 38.18 2. Ms. Prachi Bhangale 11,52,000 15.44 3. Mr. Dinesh Nair 1,40,000 1.88

Interest of Directors All the Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending meeting of the Board or a Committee thereof as well as to the extent of other remuneration and reimbursement of expenses payable to them under the Articles of Association. All the Directors may also be deemed to be interested to the extent of Equity Shares, if any, already held by them to the extent of any dividends payable to them and other distributions in respect of the said Equity Shares. All Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any Company in which they hold Directorships or any partnership firms in which they are partners as declared in their respective declarations. Except as specified below and as stated under the heading “Related Party Transaction” under the Section titled “Financial Information” on page 156 in this Draft Red Herring Prospectus, our Company has not entered into any contract, agreements or arrangements during the preceding 2 years from the date of this Draft Red Herring Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company Interest as to Property Our Directors have no interest other than in the normal course of business in any property acquired by our Company within two years from the date of this Draft Red Herring Prospectus. Directors being our Promoters Two of our Directors being Mr. Pradeep Bhangale and Mrs. Prachi Bhangale are the Promoters of our Company.

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Changes in our Board of Directors during the last three years The following changes have taken place in the Board of Directors of our Company during the last three years: -

Sr. No. Name Date of change Reason1. Mr. Dinesh Nair September 30, 2008 Appointment as an Whole Time

Director 2. Mr. Praveen Bangad August 19, 2011 Appointment as an Independent

Director 3. Mr. Devinder Kumar Arora August 19, 2011 Appointment as an Independent

Director 4. Mr. Ravishankar Gopalan August 19, 2011 Appointment as an Independent

Director Corporate Governance The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance will be applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges. We believe we are in compliance with the requirements of the applicable regulations, including the Listing Agreement with the Stock Exchanges and the SEBI Regulations, in respect of corporate governance including constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under law. Our Company has a Board of Directors constituted in compliance with the Companies Act and Listing Agreement with Stock Exchanges and in accordance with best practices in corporate governance, our Board of Directors functions either as a full board or through management which provides our Board of Directors detailed reports on its performance periodically. Currently our Board has 6 (six) Directors, of which the Chairman of the Board, also being the Managing Director is an Executive Director. In compliance with the requirements of Clause 49 of the Listing Agreement, our Company has 3 Executive Directors and 3 Non-Executive Independent Directors on our Board. Composition of the Board of Directors

Sr. No.

Name of the Director Category Designation

1. Mr. Pradeep Bhangale Executive & Non- Independent Chairman & Managing Director

2. Mrs. Prachi Bhangale Executive& Non- Independent Whole Time Director

3. Mr. Dinesh Nair Executive & Non-Independent Whole Time Director 4. Mr. Praveen Bangad Non-Executive & Independent Independent Director

5. Mr. Devinder Kumar

Arora Non-Executive & Independent Independent Director

6. Mr. Ravishankar Gopalan

Non-Executive & Independent Independent Director

I. Committees of the Board in accordance with the Listing Agreement

1. Audit Committee

The Audit Committee was constituted by our Board of Directors at their meeting held on August 19, 2011. The scope and functions of the Audit Committee are in accordance with section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

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The members of the Audit Committee are: Sr. No.

Name Designation Nature of Directorship

1. Mr. Praveen Bangad Chairman Independent Director 2. Mr. Devinder Kumar Arora Member Independent Director 3. Mr. Pradeep Bhangale Member Chairman & Managing Director 4. Mr. Manish Singh Secretary

The terms of reference of the Audit Committee interalia include the following: -

(i) Oversight of our Company’s financial reporting process and the disclosure of its

financial information to ensure that the financial statement is correct, sufficient and credible;

(ii) Recommending to the Board, the appointment, re-appointment and, if required, the

replacement or removal of the statutory auditor and the fixation of audit fees; (iii) Approval of payment to statutory auditors for any other services rendered by the

statutory auditors; (iv) Reviewing, with the management, the annual financial statements before submission to

the Board for approval, with particular reference, but not restricted to: -

(i) Matters required to be included in the ‘Director’s Responsibility Statement’ to be included in our Board’s report in terms of Clause (2AA) of Section 217 of the Companies Act;

(ii) Changes, if any, in accounting policies and practices and reasons for the same; (iii) Major accounting entries involving estimates based on the exercise of judgment by

management; (iv) Significant adjustments made in the financial statements arising out of audit

findings; (v) Compliance with listing and other legal requirements relating to financial

statements; (vi) Disclosure of any related party transactions; and (vii) Qualifications in the draft audit report.

(v) Reviewing, with the management, the quarterly financial statements before submission

to the board for approval, including such review as may be required for compliance with provisions of the listing agreement entered into with the Stock Exchanges;

(vi) Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee.

2. Shareholders/Investor Grievance Committee

For redressing the Shareholders/ Investors complaints, the Shareholders/Investor Grievance Committee was constituted by our Board of Directors at their meeting held on August 19, 2011.

The members of the Shareholders/Investor Grievance Committee are: Sr. No.

Name Designation Nature of Directorship

1. Mr. Praveen Bangad Chairman Independent Director 2. Mr. Devinder Kumar Arora Member Independent Director 3. Mr. Dinesh Nair Member Whole Time Director 4. Mr. Manish Singh Secretary

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The terms of reference of the Shareholders/ Investor Grievance Committee interalia are as under:

(i) Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, allotment of

shares, non-receipts of the refund orders, right entitlement, non-receipt of Annual Reports and other entitlements, non-receipt of declared dividends etc;

(iii) Issue of duplicate / split / consolidated share certificates;

(iv) Allotment and listing of shares;

(v) Review of cases for refusal of transfer / transmission of shares and debentures;

(vi) Reference to statutory and regulatory authorities regarding investor grievances; and

(vii) To ensure proper and timely attendance and redressal of investor queries and

grievances. 3. Remuneration Committee

The Remuneration Committee was constituted by our Board of Directors at its meeting held on August 19, 2011.

The members of Remuneration Committee are: Sr. No.

Name Designation Nature of Directorship

1. Mr. Devinder Kumar Arora Chairman Independent Director 2. Mr. Praveen Bangad Member Independent Director 3. Mr. Ravishankar Gopalan Member Independent Director 4. Mr. Manish Singh Secretary

The terms of reference of the Remuneration Committee interalia are as under: -

(i) To decide and approve the terms and conditions for appointment of executive directors

and/ or whole time directors and remuneration payable to other directors and matters related thereto;

(ii) To recommend to the Board, the remuneration packages of the Company’s Managing /

Joint Managing / Deputy Managing / Whole time / Executive Directors, including all elements of remuneration package (i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc.);

(iii) To be authorised at its duly constituted meeting, to determine on behalf of the Board of

Directors and on behalf of the shareholders with agreed terms of reference, the Company’s policy on specific remuneration packages for Company’s Managing / Joint Managing / Deputy Managing / Whole-time / Executive Directors, including pension rights and any compensation payment; and

(iv) To implement, supervise and administer any share or stock option scheme of the

Company.

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4. IPO Committee

The IPO Committee was constituted by our Board of Directors at its meeting held on 19th August, 2011. The members of IPO Committee are: Sr. No. Name Designation Nature of Directorship

1 Mr. Pradeep Bhangale Chairman Chairman & Managing Director 2 Mrs. Prachi Bhangale Member Whole Time Director 3 Mr. Dinesh Nair Member Whole Time Director 4 Mr. Manish Singh Secretary

The IPO Committee be and is hereby authorized to approve, implement, negotiate, carry out and decide upon all activities in connection with the Issue, including, but not limited to: Evaluating the viability of the proposed IPO of the Company vis-a-vis market conditions,

investors’ interest and recommend to the Board on the timings of the proposed IPO, the number of equity shares that may be offered under the Issue, including pursuant to any Pre-IPO Placement, Reservation, Green Shoe Option and any rounding off in the event of any oversubscription as permitted under the ICDR Regulations, the objects of the Issue, allocation of the Equity Shares to a specific category of persons and the estimated expenses on the Issue as percentage of Issue size;

Identify, appoint and instruct suitable persons, as the committee may think fit, as Book Running

Lead Manager to the Issue, Legal Counsel to the Issue, escrow collection banks, bankers to the Issue, brokers, sub brokers, syndicate members, placement agents, managers, underwriters, guarantors, escrow agents, credit rating agencies, monitoring agencies, accountants, auditors, depositories, trustees, custodians, advertising agencies and all such persons or agencies as may be involved in or concerned with the Issue, including any successors or replacements thereto and to negotiate and finalize the terms of their appointment, including mandate letter, negotiation, finalization and execution of the memoranda of understanding etc.;

Remunerating all such intermediaries, advisors, agencies and persons as may be involved in or

concerned with the Issue, if any, by way of commission, brokerage, fees or the like; Guiding the intermediaries in the preparation and finalization of the draft red herring prospectus,

the red herring prospectus, the prospectus and approving such documents, including any amendments, supplements, notices or corrigenda thereto, together with any summaries thereto;

Finalizing and arranging for the submission of the draft red herring prospectus, the red herring

prospectus, the prospectus and the preliminary and final international wrap and any amendments, supplements, notices or corrigenda thereto, to the SEBI, the Stock Exchanges and other appropriate government and regulatory authorities, institutions or bodies;

Approving a code of conduct as may be considered necessary by the Board or the IPO

Committee or as required under Applicable Laws for the Board, officers of the Company and other employees of the Company

Policy on Disclosures and Internal Procedure for Prevention Of Insider Trading The provisions of Regulation 12 (1) of the SEBI (Prohibition of Insider Trading) Regulations, 1992 will be applicable to our Company immediately upon the listing of its Equity Shares on the Stock Exchanges. Mr. Manish Singh, Company Secretary is responsible for setting forth policies, procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the implementation of the code of conduct under the overall supervision of the Board.

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Organisation Chart

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Key Managerial Personnel

In addition to our Managing Director and Whole Time Directors, following are our key managerial employees: - Mr. Somsurva Baksi, aged 35 years, is the Chief Operating Officer of our Company. He holds a Bachelors of Science Degree from University of Pune and a Post Graduate Diploma in Computer Management from Symbiosis Institute of Computer Studies and Research, Pune. He has over 10 (ten) years of experience. Mr. Somsurva Baksi has worked in the international market in sales and marketing department of IT company prior to joining our Company and has been associated with our Company since August, 2005. He heads the Education business segment. He has successfully launched the franchising model for the Education business across the country. His annual remuneration for the FY 2011 was ` 10.84/- (` Ten Lac Eighty Four Thousand only) in addition to an accommodation provided by our Company for which our Company pays a monthly rent of ` 13,000/-. Mr. Chetan Sule, aged 38 years, is the National Manager of our company and holds a Diploma in Electronics and Video Engineering from the Board of Technical Examinations, Maharashtra State. Mr. Chetan Sule is ITIL Version 3 Certified. He drives our aggressive growth and transformation plans to attain a leadership position in the IT outsourcing business. He has an overall industry experience of more than 15 years and is responsible for business expansion, building strategies and evolving newer areas of business and opportunities. He has successfully conceptualized various delivery and execution methods to suit the ever changing needs of the customers. He has been associated with our Company since October, 2010. His annual remuneration for the FY 2011 was ` 4.40 Lac. Mr. Sunilkumar Darvesh, aged 38 years, is Business Head of Technology Consulting and holds a Bachelors degree of Commerce from Mumbai University. He has over 13 (thirteen) years of experience in the IT Industry. He has been associated with our Company since July, 2008. His key areas are business strategy, account management and client satisfaction, with extensive experience in managing sales and business development teams. Sunil has played a key role in building partnerships with global IT Companies like Cisco, IBM, HP ,Lenovo etc. Prior to joining our company he has worked with companies like Hindustan Telecommunication and Omnitech Infosolutions Limited. His annual remuneration for the FY 2011 was ` 4.74 Lac. Mr. Ramkrishna Barhate, aged 37 years, is Head of Service Delivery of our Company and holds a Bachelors in Engineering (Electronics) Degree from University of Pune and a Diploma in Electrical Engineering from Maharashtra State Board of Technical Education. He has over 15 (fifteen) years of experience in the IT Industry. He was accredited with successfully implementing large projects at our customer sites. He is also responsible for various quality process, and service improvisation initiatives within the company. Prior to joining our company, he has worked with CMS Computers Limited. He has been associated with our Company since 2003. His annual remuneration for the FY 2011 was ` 2.85 Lac. Mr. Arup Sarkar, aged 35 years, is Regional Head for the Southern and Eastern Divisions of the Education business of our Company, and holds a Bachelors degree of Commerce from the University of Burdwan. He has over 10 (ten) years of experience in the IT Industry. He has been associated with our Company since August, 2010. Prior to joining our Company he has worked with various training companies in business and franchisee development operations. His annual remuneration for the FY 2011 was ` 2.25 Lac. Mr. Swapnil Kolambakar, aged 30 years, is currently the Regional head for the Western Division of the Education business of our Company and holds a Bachelors degree in Computer Application from Advanced Institute of Engineering and Management and a Diploma in Industrial Electronics from Maharashtra State Board of Technical Education. In addition to the above, he has undertaken various Technical Certification Courses like Microsoft Certified System Administrator and Juniper Network Certification. He has over 6 (six) years of experience in the IT Industry. He has been associated with our Company since June, 2011. Prior to joining our Company he has worked with NIIT Limited. His annual remuneration for the FY 2011 was NIL. Mr. Suraj Shinde, aged 30 years, is presently the Business Head of Franchising Operations and holds a Diploma in Computer Technology from Maharashtra State Board of Technical Education. He has

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over 7 (seven) years experience in the IT Industry. Mr. Suraj Shinde is responsible to expand the franchisee network business. He is also responsible for marketing & strategic initiative to ensure profitable business for all the franchisees. Prior to joining our Company he has worked with Karrox Technologies Limited. He has been associated with our Company since 2006. His annual remuneration for the FY 2011 was ` 3.88 Lac. Mr. Pranab Bose, aged 33 years, is Head of Quality and Training centre Audits and holds a Bachelors degree in Science (Honours) from Ranchi University as also certain Technical Certifications like Microsoft Certified Trainer (MCT), CNP (1st Paper BSCI 642-901), CCNP (1st Paper BSCI 642-901), Microsoft Certified System Administrator in Messaging (MCSA), Cisco Certified Network Associate (CCNA Paper 640-801) and Ankit Fadia Certified Ethical Hacker (AFCEH 4.0). He has over 13 (thirteen) years of experience in the IT Industry. Prior to joining our Company he has worked with CMS Computers Limited. He has been associated with our Company since 2007. His annual remuneration for the FY 2011 was ` 3.05 Lac. Mr. Bharat Bhakhru, aged 31 years, holds a Bachelors degree in Commerce from University of Mumbai and holds a Masters of Business Administration in Human Resource from Madurai Kamaraj University. He has over 11 (eleven) years of experience in the field of Human Resources and Development with various multinational Companies. He has been associated with our Company since June, 2011 and is currently the Business Head of Human Resources of our Company. His annual remuneration for the FY 2011 was NIL. Mr. Amol Patil, aged 30 years, holds a Bachelors degree in Commerce from University of Mumbai. He has over 7 (seven) years of experience in the field of Finance and Accounts. He has been associated with our Company since 2007 and is presently Senior Manager- Accounts and Finance of our Company. His annual remuneration for the FY 2011 was ` 3.24 Lac. Mr. Manish Singh, aged 27 years, holds a Bachelors degree in Commerce from University of Mumbai. He is also a qualified Company Secretary. He has been recruited by our Company in August, 2011 as our Company Secretary. His annual remuneration for the FY 2011 was NIL. Notes: 1. All the key managerial personnel mentioned above are permanent employees of our Company and

none of them are related to each other or to any Director of our Company.

2. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which any of the above mentioned personnel have been recruited.

3. Our Company does not have a performance linked bonus or a profit sharing plan with the Key Management Personnel.

4. No non-salary related payments or benefits have been made to our Key Management Personnel, except to Mr. Somsurva Baksi, who has been provided with housing accommodation by our Company for which our Company pays a monthly sum of ` 13,000/-.

Shareholding of Key Managerial Personnel Other than the following, none of our Key Management Personnel holds Equity Shares in our Company as on the date of filing of this Draft Red Herring Prospectus: -

Sr. No. Name of the Key Managerial Personnel No. of Equity Shares (Face Value of `10/-

each)

Percentage of pre-issue

share capital

1. Mr. Somsurva Baksi 60,000 0.8 2. Mr. Ramkrishna Barhate 40 Negligible

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Changes in the Key Managerial Personnel during last three years: Following have been the changes in the Key Managerial Personnel during the last 3 years: -

Employees

As of August 31, 2011 our work force consisted of 1,711 employees. Payment or benefit to our officers Except for payment of monetary and non-monetary benefits in accordance with the terms of employment/ engagement and the dividend, if any, that may have been declared on the Equity Shares and other distributions pertaining to the Equity Shares held by our officers, our Company has not paid any amount or given any benefit to any officer of our Company, nor is such amount or benefit intended to be paid or given to any officer as on the date of filing this Draft Red Herring Prospectus with SEBI, other than the housing accommodation provided to Mr. Somsurva Baksi for which our Company pays a monthly rental of ` 13,000/-. Other than the dividend paid on Equity Shares and other distributions pertaining to the Equity Shares held by Mr. Somsurva Baksi and Mr. Ramkrishna Barhate and the housing accommodation provided to Mr. Somsurva Baksi, none of the Key Management Personnel have been paid any consideration of any nature from our Company, other than their basic remuneration.

Sr. No.

Name Date of Joining Date of Leaving Reasons

1. Mr. Chetan Sule October 25, 2010 - Appointment 2. Mr. Arup Sarkar August 21, 2010 - Appointment 3. Mr. Swapnil Kolambakar June 2, 2011 - Appointment

4. Mr. Bharat Bhakhru June 21, 2011 - Appointment 5. Mr. Manish Singh August 19, 2011 - Appointment

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OUR PROMOTERS AND PROMOTER GROUP The following are the Promoters of our Company: - Individual Promoters a) Mr. Pradeep Bhangale b) Mrs. Prachi Bhangale HUF Promoter a) M/s Pradeep Bhangale HUF The detail of our Individual Promoters is given below:

Mr. Pradeep Bhangale, aged 47 years, is the Co- founder, Chairman and Managing Director of our Company. He holds a Bachelors degree in Science from University of Mumbai, a Diploma in Industrial Electronics from the Board of Technical Examinations, Maharashtra State and a Diploma in Business Management from Dhanukar Institute of Management. He started his career in the year 1987 and has worked for companies like Pertech Computer Limited & one other multinational company. His impeccable track record enabled him hold positions of high repute in Pertech Computer Limited. He is an industry veteran with over 24 years of experience in the IT Industry. His vision and foresight has enabled our Company to grow year after year and to stay in the forefront of emerging technological paradigms. PAN No: AAHPB1862G Voter Id: Not Available Passport No: G0446537 Driving Licence: MH/02/95/59/52 Address: 1703, 17th Floor, EMP 48 Evershine Tower, Thakur Village, Kandivali (East), Mumbai 400101, Maharashtra.

Mrs. Prachi Bhangale, aged 38 years, is the Co-founder and Whole Time Director. She holds a Diploma in Electronics Engineering from Maharashtra Technical Education Board. She has more than 18 years of experience in the IT Industry. She has worked with Pertech Computer Limited in Sales and Marketing department. She has been instrumental in the evolution of every new business initiative of our Company. She brings an excellent mix of process, marketing and quality understanding along with strong people and business management skills. PAN No: AAHPB1861F Voter Id: Not Available Passport No: E9593788 Driving Licence: MH 02-98-31668 Address: 1703, 17th Floor, EMP 48 Evershine Tower, Thakur Village, Kandivali (East), Mumbai 400101, Maharashtra.

HUF Promoter

M/s Pradeep Bhangale HUF

M/s Pradeep Bhangale HUF is a Hindu Undivided Family concern with Mr. Pradeep Bhangale as its Karta and his daughters, Ms. Preksha Bhangale and Ms. Pritha Bhangale as the coparceners. The office

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of HUF is located at 401/ 402, Navratna Apartments, Dattapada Road, Borivali (East), Mumbai 400066. Currently, there is no business being carried on by M/s Pradeep Bhangae HUF. PAN No: AAHHP7425H M/s Pradeep Bhangale HUF carried on education business through its centers under the name and style of “ITSource Academy of Computers”. Pursuant to a Memorandum of Understanding dated February 1, 2008, our Company acquired the education business from M/s Pradeep Bhangale HUF for a sum of ` 43 Lac which was paid in form of cash. The said education business was acquired by our Company on “As-is-Where-is- Basis” together with all its assets. The aforesaid acquisition was effected from April 01, 2008 in the books of accounts of our Company. We confirm that the permanent account number, bank account details and passport number of our Individual Promoters, and permanent account number and bank account details of our HUF Promoter has been submitted to BSE and NSE, at the time of filing the Draft Red Herring Prospectus with them. Confirmation by Promoters Our Promoters have not been identified as willful defaulters by RBI or any other Government authority and there are no violations of Securities Law committed by our Promoters in past or pending against them. Our Promoters are not prohibited from accessing the capital markets and no order or direction has been passed against them by SEBI or any other regulatory/statutory authority. Companies with which the Promoters have disassociated in the last 3 years There are no companies with whom our Promoters have disassociated in last 3 years. Common Pursuits Our Promoters, Mr. Pradeep Bhangale and Mrs. Prachi Bhangale, are the Promoter-Director of our Group Company, We Search Consulting Services Private Limited. Certain objects of We Search, as reflected in its Memorandum and Articles of Association, are similar to that of our Company’s business. As on the date of filing the Draft Red Herring Prospectus, We Search is not carrying on any business that would make them a competitor of our Company. Other than the aforesaid, no other Promoter/ any member of Promoter Group has any interest in any venture that is involved in any of the activities similar to those conducted by our Company. For further details of Group entities, please refer Chapter titled “Our Group Company” on page no. 134 of this Draft Red Herring Prospectus. Currently, our Company does not have any non-compete agreement(s)/arrangement(s) with any of our Promoters and absence of such non-compete agreement(s)/arrangement(s) may result in the situation of potential conflict of interest in future. Please refer to risk factor 31 on page 20 of this Draft Red Herring Prospectus for further details. Interest of Promoters Our Promoters, who are also the Directors of our Company, may be deemed to be interested to the extent of fees, if any payable to them for attending meetings of the Board or a committee thereof as well as to the extent of remuneration and reimbursement of expenses payable to them as per the terms of our Articles and relevant provisions of Companies Act. Our Promoter Directors may also be deemed to be interested to the extent of Equity Shares held by them and also to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares. Except as specified below and as stated under the heading “Related Party Transaction” under the Section titled “Financial Information” on page 156 in this Draft Red Herring Prospectus, our Company has not entered into any contract, agreements or arrangements during the preceding two years from the date of this Draft Red Herring Prospectus in which the Directors are directly or indirectly interested and no payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our Company.

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Interest in the property of our Company Except as disclosed in the Chapter titled “Business Overview” on page 91 of this Draft Red Herring Prospectus and “Financial Statements – Related Party Transactions” on page 156 of this Draft Red Herring Prospectus, our Promoters do not have any interest in any property acquired by or proposed to be acquired by our Company two years prior to filing of this Draft Red Herring Prospectus. Interest as member of our Company Currently, Mr. Pradeep Bhangale holds 38.18%, Mrs. Prachi Bhangale holds 15.44% and M/s Pradeep Bhangale HUF hold 43.70% of our pre-Issue equity share capital. For details of the build-up of our Promoters’ shareholding in our Company, see “Capital Structure” on page 46 of this Draft Red Herring Prospectus. Related Party Transactions For details on related party transactions, see “Related Party Transactions” on page 156 of this Draft Red Herring Prospectus. Payment of Amounts or Benefits to our Promoters or Promoter Group during the last two years Except as stated in “Financial Statements– Related Party Transactions” of page 156 of this Draft Red Herring Prospectus, no amount or benefit has been paid by our Company to our Promoters or the members of our Promoter Group in the last two years preceding the date of this Draft Red Herring Prospectus.

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PROMOTER GROUP Our Promoter Group as defined under Regulations 2 (zb) (iv) of the SEBI (ICDR) Regulations, 2009, includes the following individuals: (i) Natural Persons and HUF

(a) Mr. Pradeep Bhangale

The following natural persons form part of our Promoter Group as relative of Mr. Pradeep Bhangale

Name Relationship Mr. Eknath Bhangale Father (deceased) Mrs. Kamal Bhangale Mother Ms. Prachi Bhangale Wife Mr. Yashwant Bhangale Brother Mrs. Harsha Bharambe Sister Ms. Preksha Bhangale Daughter Ms. Pritha Bhangale Daughter Mrs. Chandanben Shah Wife’s Mother Mr. Ratilal Shah Wife’s Father Mrs. Archana Shah Wife’s Sister Mrs. Tejal Mehta Wife’s Sister Mrs. Seema Kapadia Wife’s Sister Mr. Sanjay Shah Wife’s Brother

In addition to the above, Mr. Pradeep Bhangale is the “Karta” of M/s Pradeep Bhangale HUF.

(b) Mrs. Prachi Bhangale

The following natural persons form part of our Promoter Group as relative of Mrs. Prachi Bhangale:

Name Relationship Mr. Ratilal Shah Father Mrs. Chandanben Shah Mother Mr. Pradeep Bhangale Husband Mr. Sanjay Shah Brother Mrs. Archana Shah Sister Mrs. Tejal Mehta Sister Mrs. Seema Kapadia Sister Ms. Preksha Bhangale Daughter Ms. Pritha Bhangale Daughter Mrs. Kamal Bhangale Husband’s Mother Mr. Eknath Bhangale Husband’s Father (deceased) Mr. Yashwant Bhangale Husband’s Brother Mrs. Harsha Bharambe Husband’s Sister

(ii) Body Corporate

The body corporate promoted by our Promoters is called We Search Consulting Services Private Limited.

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OUR GROUP COMPANY Save and except as stated in this section of the Draft Red Herring Prospectus, there are no companies, firms, ventures, etc. promoted by our Promoters: Company promoted by our Promoters

We Search Consulting Services Private Limited. We Search Consulting Services Private Limited (“We Search”)

We Search was incorporated on September 19, 2005 as a private limited company in Mumbai having its Registered Office at 401/ 402, Navratna Apartments, Dattapada Road, Borivali (East), Mumbai 400066. The Registered Office was then shifted to 9A, Navratna Apartments, Dattapada Road, Borivali (East), Mumbai 400066, India with effect from August 19, 2011.

Change in Capital Structure

There has been no change in the capital structure of We Search in the last six months prior to filing this Draft Red Herring Prospectus.

Nature of Activities

We Search was incorporated with the object of carrying on the business of providing consultancy in the field of designing, developing, maintaining, repairs of computer software, hardware, rendering assistance for systems development, imparting, installing various computer systems and its hardware, tools, accessories and spare parts and to advice, appoint, educate and train staff and to set up computer and data processing centres.

Board of Directors

Sr. No. Name of the Director Designation DIN 1 Mr. Pradeep Bhangale Director 00322707 2 Mrs. Prachi Bhangale Director 00322754

Shareholding Pattern The shareholding pattern of We Search as on the date of this Draft Red Herring Prospectus is as follows: -

Sr. No. Name of Share Holder No. of Shares held % of Share Holding 1. Mr. Pradeep Bhangale 5,000 50.00 2. Ms. Prachi Bhangale 5,000 50.00

Total 10,000 100.00

Audited Financial Performance `in Lac, except per share data)

Particulars For the Financial Year ended 31st March

2009 (` in Lac)

2010 (` in Lac)

2011 (` in Lac)

Audited Audited Audited

Equity Share Capital 1.00 1.00 1.00

Reserves & Surplus (excluding Revaluation Reserves, Miscellaneous Exp.)

(0.39) (0.44) (0.49)

Total Income 1.53 - -

Profit/ (Loss) after Tax ( after extra-ordinary items) (0.04) (0.09) (0.05)

Earnings Per Share (Rs.) ( after extra-ordinary items) NA NA NA

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*Net Asset Value per share (Rs.) 6.10 5.60 5.10

Face Value (Rs.) 10.00 10.00 10.00

*Net Assets Value is calculated as Net worth divided by no. of shares at the end of the year

Nature and Extent of Interest of our Promoters Mr. Pradeep Bhangale and Mrs. Prachi Bhangale, our Promoters, are also the promoters and directors of We Search. Other than aforesaid, they do not have any interest in We Search.

Other disclosures: The equity shares of We Search are not listed on any of the Stock Exchanges and it has not made any public/rights issue in last 5 (five) years. Further, no action has been taken against it by any Stock Exchange or SEBI. We Search is not a sick company within the meaning of Sick Industrial Companies (Special Provisions) Act, 1985 and is not under the Board for Industrial and Financial Reconstruction. Further, it is not under winding up. We Search has not defaulted in meeting any statutory/bank/institutional dues. No proceedings have been initiated against it for economic offences. Loss making Group Company We Search has negative profits for last three financial years. For details, please refer risk factor 30 on page 19 of this Draft Red Herring Prospectus. Companies with negative net worth Our Group Company has negative Net Worth on date of end of the respective financial years audited and mentioned herein. Defunct Group Companies Our Group Company is not a Defunct Company. Nature and Extent of Interest of Group Companies (a) In the promotion of our Company Our Group Company does not have any interest in the promotion of our Company. (b) In the properties acquired by our Company in the past 2 (two) years before filing the Draft Red Herring Prospectus with SEBI or proposed to be acquired Our Group Company does not have any interest in the properties acquired by our Company in the past two years before filing the Draft Red Herring Prospectus with SEBI or properties proposed to be acquired by our Company. Common Pursuits Please refer Chapter titled “Our Promoters and Promoter Group” on page no. 130 of this Draft Red Herring Prospectus. Related Business Transactions within the Group Companies and Significance on the Financial Performance of our Company Except as stated in “Financial Statements– Related Party Transactions” on page 156 of this Draft Red Herring Prospectus, there are no related business transactions within the Group Companies.

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Sales or purchases exceeding 10% in aggregate of the total sales or purchases of our Company Except as stated in “Financial Statements– Related Party Transactions” on page 156 of this Draft Red Herring Prospectus, there are no sales or purchase between Group Companies exceeding 10% in aggregate in value the total sales or purchases of our Company.. Change in Accounting Policies in the last 3 years There has been no change in accounting policies in the last 3 years except as stated in the chapter titled “Financial Information” beginning on page 139 of this Draft Red Herring Prospectus.

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CURRENCY OF PRESENTATION

In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to the word “Lakh” or “Lacs”, means “One hundred thousand” and the word “million” means “Ten Lacs” and the word “Crore” means “ten million” and the word “billion” means “One thousand million and the word “trillion” means “One thousand billion”. In this Red Herring Prospectus, any discrepancies in any table between total and the sum of the amounts listed are due to rounding off. Throughout this Draft Red Herring Prospectus, all the figures have been expressed in Lacs of Rupees, except when stated otherwise. All references to “Rupees” [●] “`” and “Rs.” in this Draft Red Herring Prospectus are to the legal currency of India. All references to “US$”, “USD” or “US Dollars” are to United States Dollars, the official currency of the United States of America.

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DIVIDEND POLICY

The declaration and payment of dividends will be recommended by our Board of Directors and approved by our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial position. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or financing arrangements our Company may enter into to finance our various projects and also the fund requirements for our projects. For details of dividend paid by our Company, please refer to Annexure “Statement of Dividend Paid/Proposed” in Section titled Financial Information beginning on page 164 of this Draft Red Herring Prospectus.

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SECTION V- FINANCIAL INFORMATION

AUDITORS’ REPORT AND FINANCIAL INFORMATION OF OUR COMPANY To The Board of Directors, ITSOURCE TECHNOLOGIES LIMITED, 702, A-Wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai – 400 093 Dear Sirs, 1) We have examined the attached restated financial information of ITSOURCE

TECHNOLOGIES LIMITED (Erstwhile ITSOURCEINDIA TECH LIMITED) (hereinafter referred as ‘the Company’) annexed to this report. The said restated financial information has been prepared by the Company and approved by the Board of Directors in accordance with the requirements of: a) paragraph B(1) of Part II of Schedule II of the Companies Act, 1956 (‘the Act’); b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009 (‘the SEBI Regulations’) issued by the Securities and Exchange Board of India (‘SEBI’) on 26 August 2009 in exercise of the powers conferred by section 30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992); and

c) the terms of our engagement agreed upon with you in accordance with our engagement

letter dated 4 August 2011 in connection with the proposed Initial Public Offer of equity shares of the Company.

2) The restated financial information of the Company has been extracted by the management from

the audited financial statements for the financial year ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010 and 31 March 2011 which have been approved by the Board of Directors. Audit of financial statements for the year ended 31 March 2007 and 31 March 2008 was conducted by previous auditors M/s. R. A. Kuvadia & Co., and accordingly reliance has been placed on the audited financial statements for the said years for the purpose of the restated financial information. Audit of financial statements for year ended 31 March 2009, 31 March 2010 and 31 March 2011 were conducted by us.

3) Based on our examination, we further report that:

(a) The Restated Summary Statement of Assets and Liabilities of the Company as at 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010 and 31 March 2011 are as set out in Annexure-I to this report is after making adjustments/restatements and regrouping as in our opinion were appropriate and more fully described in Annexure-V - Statement of Restatements arising out of change in accounting policies and material adjustments relating to previous years read with Annexure-IV - Significant Accounting Policies and Notes to the Restated Financial Information; and

(b) The Restated Summary Statement of Profit and Loss of the Company for the year then

ended 31 March 2007, 31 March 2008, 31 March 2009, 31 March 2010 and 31 March 2011 are as set out in Annexure-II to this report is after making adjustments/restatements and regrouping as in our opinion were appropriate and more fully described in Annexure-V - Statement of Restatements arising out of change in accounting policies and material adjustments relating to previous years read with Annexure-IV - Significant Accounting Policies and Notes to the Restated Financial Information.

4) We have also examined the following restated financial information set out in the Annexures,

relating to the Company for the financial year ended 31 March 2007, 31 March 2008, 31 March

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2009, 31 March 2010 and 31 March 2011, prepared by the management and approved by the Board of Directors annexed to this report:

(i) Statement of Restated Cash Flows as appearing in Annexure-III;

(ii) Statement of Restatements arising out of change in accounting policies and material adjustments relating to previous years as appearing in Annexure-V;

(iii) Statement of Restated Investments as appearing in Annexure-VI;

(iv) Statement of Restated Sundry Debtors as appearing in Annexure-VII;

(v) Statement of Restated Loans and Advances as appearing in Annexure-VIII;

(vi) Statement of Restated Secured Loans as appearing in Annexure-IX;

(vii) Statement of Restated Unsecured Loans as appearing in Annexure-X;

(viii) Statement of Restated Other Income as appearing in Annexure-XI;

(ix) Statement of Restated Capital Commitment and Contingent Liabilities as appearing in Annexure-XII;

(x) Statement of Restated Related Party Transactions as appearing in Annexure-XIII;

(xi) Statement of Restated Segment Information as appearing in Annexure-XIV;

(xii) Statement of Restated Capitalisation as appearing in Annexure-XV;

(xiii) Statement of Restated Accounting Ratios as appearing in Annexure-XVI;

(xiv) Statement of Tax Shelter appearing as appearing in Annexure-XVII; and

(xv) Statement of Dividend paid/proposed as appearing in Annexure-XVIII.

5) In our opinion, the Restated Summary Statement of Assets and Liabilities, Restated Summary of

Profit and Loss Account and the restated financial information as stated above read along with the Significant Accounting Policies and Notes as set out in Annexure-IV have been prepared in accordance with Paragraph B(1) of Part II of Schedule II of the Act and the SEBI Regulations.

6) This report should not be in any way construed as a re-issuance or re-dating of any of the previous audit reports issued by us or by any other firm of Chartered Accountants, nor should it be construed as a new opinion on any of the financial statements referred to therein.

7) This report is intended solely for use of the management and for inclusion in the Offer

Document in connection with the Proposed Initial Public Offer of the Company and is not be used, referred to or distributed for any other purpose without our prior consent in writing.

FOR SURESH SURANA & ASSOCIATES Chartered Accountants Firm Reg. No: 121750W

(Nirmal Jain) PARTNER Membership No.34709 Mumbai Dated: September 21, 2011

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ANNEXURE-I

RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES

( ` in Lac) Particulars As at As at As at As at As at 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07 A FIXED ASSETS

Gross block 757.13 556.63 345.16 153.49 97.43 Less: Accumulated

depreciation (335.06) (248.71) (145.56) (70.19) (43.23) Net block 422.07 307.92 199.60 83.30 54.20 B INVESTMENTS 1.00 1.00 18.68 17.18 12.20 C CURRENT

ASSETS, LOANS AND ADVANCES

Inventories 29.01 34.94 48.95 37.55 8.19 Sundry debtors 4,687.00 3,546.28 1,287.60 482.53 251.29 Cash and bank

balances 154.81 122.39 120.96 88.98 14.01 Other current

assets 2.23 0.60 0.15 0.03 - Loans and

advances 682.67 418.74 323.55 167.20 103.93 5,555.72 4,122.95 1,781.21 776.29 377.42 D LIABILITIES

AND PROVISIONS

Secured loans 574.28 275.06 370.13 203.77 90.44 Unsecured loans 236.34 170.73 4.49 9.66 18.22 Current liabilities 2,450.00 2,777.13 1,047.18 454.07 212.15 Provisions 939.97 403.14 191.84 56.00 32.43 4,200.59 3,626.06 1,613.64 723.50 353.24 E DEFERRED TAX

LIABILITIES / (ASSETS) NET

39.38 10.82 (2.59) 1.56 (0.76)

F NET WORTH

(A+B+C-D-E) 1,738.82 794.99 388.44 151.71 91.34

G SHARE CAPITAL

Equity share capital 93.25 93.25 93.25 50.00 25.00

H SHARE

APPLICATION MONEY - 6.75 6.75 - -

I RESERVES AND

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SURPLUS Profit and loss

account 1,645.57 694.99 288.44 101.71 66.34

NET WORTH (H+I) 1,738.82 794.99 388.44 151.71 91.34

Note: The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral part of this Restated Summary Statement of Assets and Liabilities.

ANNEXURE - II

RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS

(` in Lac)

Particulars Year Year Year Year Year ended ended ended ended ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A INCOME Sales and income from operations 13,161.78 9,687.81 7,079.25 3,761.23 1,361.12 Other income 7.11 10.25 3.28 0.03 - Increase/(Decrease) in stock (5.92) (14.01) 11.40 29.36 (28.68) 13,162.97 9,684.05 7,093.93 3,790.62 1,332.44

B EXPENDITURE Purchases 8,801.77 6,648.88 4,628.75 2,622.09 488.72 Employees' cost 1,995.75 1,692.46 1,642.99 963.87 712.85 Administration, training, selling

and other expenses 642.28 545.51 413.59 93.93 60.87

Interest 84.62 45.30 28.44 19.22 10.69 Preliminary expenses written off - - - 1.75 0.21 Depreciation 120.61 123.65 78.09 26.96 20.71

11,645.03 9,055.80 6,791.86 3,727.82 1,294.05

C PROFIT BEFORE TAX 1,517.94 628.25 302.07 62.80 38.39 Provision for taxation: - Current tax (532.29) (202.83) (107.55) (19.04) (13.01) - Deferred tax (expense)/ benefit (28.56) (13.42) 4.16 (2.32) 1.55 - Fringe benefit tax - - (6.50) (3.14) (2.30)

D PROFIT AFTER TAX 957.09 412.00 192.18 38.30 24.63 Balance brought forward from

previous year 694.99 288.44 101.71 66.34 43.22

SURPLUS AVAILABLE FOR APPROPRIATION

1,652.08 700.44 293.89 104.64 67.85

E APPROPRIATIONS Proposed dividend 5.60 4.66 4.66 2.50 1.25 Dividend distribution tax 0.91 0.79 0.79 0.43 0.26 BALANCE CARRIED

FORWARD TO BALANCE SHEET

1,645.57 694.99 288.44 101.71 66.34

143

Note: The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral part of this Restated Summary Statement of Profit and Loss Account.

ANNEXURE - III

STATEMENT OF RESTATED CASH FLOWS ( ` in Lac)

Particulars Year Year Year Year Year ended ended ended ended Ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A CASH FLOW FROM OPERATING ACTIVITIES

Net profit before tax

1,517.94

628.25

302.07

62.80

38.39 Adjustments for:

Depreciation

120.61

123.65

78.09

26.96

20.71

Interest expenses

84.62

45.30

28.44

19.22

10.69

Loss/(Profit) on sale of fixed assets (net)

1.75

4.33

0.04

-

-

Dividend income

(0.15)

-

-

-

-

Interest income

(2.53)

(0.56)

(0.80)

(0.03)

-

Preliminary expenses written off

-

-

-

-

0.21

Cash generated from operations before working capital changes

1,722.24

800.97

407.84

108.95

70.00

Adjustments for:

(Increase)/ Decrease in inventories

5.92

14.01

(11.40)

(29.36)

28.68

(Increase)/ Decrease in trade and other receivables

(1,145.45)

(2,264.14)

(863.19)

(234.86)

(96.13)

Increase/ (Decrease) in trade and other payables

(323.65)

1,738.43

615.80

243.27

80.38

Cash generated from/ (used in) operations

259.06

289.27

149.05

88.00

82.93

Direct taxes paid (net)

(259.21)

(89.72)

(101.64)

(62.40)

(39.54)

Net cash from/ (used in) Operating Activities (A)

(0.15)

199.55

47.41

25.60

43.39

B CASH FLOW FROM INVESTING ACTIVITIES

Payments made for purchase of fixed assets

(243.00)

(240.13)

(196.74)

(56.06)

(31.96)

Proceeds from sale of fixed assets

6.50

3.82

2.30

-

-

Interest received

1.05

0.11

0.68

-

-

(Increase) / decrease in investments

-

17.68

(1.50)

(4.98)

(6.08)

Net cash from/ (used in) Investing Activities (B)

(235.45)

(218.52)

(195.26)

(61.04)

(38.04)

144

- - - -

C CASH FLOW FROM FINANCING ACTIVITIES

-

-

-

-

Proceeds from borrowings (net of repayment)

357.23

66.46

157.05

101.90

6.15

Proceeds from issue of share capital

-

-

43.25

25.00

-

Share application money received

-

-

6.75

-

-

Share application money refunded

(6.75)

-

-

-

-

Dividend paid

(5.45)

(5.45)

(2.93)

-

(1.50)

Interest paid

(77.01)

(40.61)

(24.29)

(16.49)

(9.72)

Net cash generated from/ (used in) Financing Activities (C)

268.02

20.40

179.83

110.41

(5.07)

Net increase/ (decrease) in Cash and Cash Equivalents (A+B+C)

32.42

1.43

31.98

74.97

0.28

Cash and Cash Equivalents at the beginning of the year

122.39

120.96

88.98

14.01

13.73

Cash and Cash Equivalents at the end of the year

154.81

122.39

120.96

88.98

14.01

Net Increase As Disclosed Above

32.42

1.43

31.98

74.97

0.28

-

-

-

-

-

Components of Cash and Cash Equivalents at the end of the year

Cash in hand

43.01

37.44

30.46

10.53

6.19

Cheques in hand

-

-

13.00

-

- Balance with scheduled banks:

Current account

66.20

72.70

71.12

69.85

7.40

Fixed deposit / margin money

45.60

12.25

6.38

8.60

0.42

154.81

122.39

120.96

88.98

14.01 Notes: 1 The accompanying Significant Accounting Policies and Notes to the Restated Financial Information are an integral

part of this Statement of Restated Cash Flow.

2 The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard - 3

on "Cash Flow Statements".

145

ANNEXURE - IV

Significant Accounting Policies and Notes to the Restated Financial Information i. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of preparation

These Restated Financial Information of ITSource Technologies Limited have been extracted from the audited financial statements for the respective years and restated to comply in all material respects with the Accounting Standards prescribed by the Companies (Accounting Standards) Rules, 2006 notified by the Central Government, to the extent possible and other adjustments as necessary in accordance with paragraph B(1) of Schedule II of The Companies Act, 1956 and SEBI Regulations.

b) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting year end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

c) Fixed assets

Fixed assets are accounted at cost of acquisition inclusive of freight, duties, taxes and incidental expenses related to such acquisition and installation.

d) Depreciation

Depreciation on fixed assets is provided on written down value method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Assets individually costing Rs.5,000 or less are fully depreciated in the year of purchase.

e) Investments

Investments intended to be held for more than one year are classified as long-term investments and other investments are classified as current investments. Long-term investments are valued at cost less provision, if any, for diminution in value, which is other than temporary. Current investments are valued at the lower of cost or market value.

f) Inventories

Inventories are valued at lower of cost or net realisable value. Cost of inventories comprises of all cost of purchases and other costs incurred in bringing the inventory to their present location and condition. Cost is ascertained on First-In First-Out (FIFO) basis.

g) Revenue recognition

i. Revenue from sales of hardware/ software and courseware is recognized when significant risks and rewards in respect of ownership of goods passes to the customers, which is generally on delivered of goods to the customers.

ii. Revenue from contract priced on time and material are recognized when the services are rendered and related costs incurred. Revenue from annual maintenance contracts is recognized over the period of contracts.

iii. Revenue in respect of training services is recognized, on systematic basis over the training period and when there is no significant uncertainty regarding the ultimate collection of the fees.

146

iv. Dividend and interest income are accounted for when the right to receive dividend/

interest income is established.

h) Retirement benefits

i) Defined contribution plans

The Company contributes on a defined contribution basis to Employee’s Provident Fund, towards post employment benefits, which is administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains.

ii) Defined benefit plans

The Company has a Defined benefit plan namely Gratuity for all its employees. The

liability for the defined benefit plan of Gratuity is determined on the basis of an actuarial valuation by an independent actuary at the year end, which is calculated using projected unit credit method.

Actuarial gains and losses are recognized immediately in the profit and loss account. The

fair value of the plan assets is reduced from the gross obligation under the defined plan, to recognize the obligation on net basis.

iii) Employee leave entitlement

The employees of the Company are entitled to leave as per the leave policy of the

Company. The liability in respect of unutilized leave balances is provided based on an actuarial valuation carried out by an independent actuary as at the year end which is calculated using projected unit credit method and charged to the profit and loss Account.

i) Foreign currency transactions

Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain / loss arising on account of differences in foreign exchange rates on settlement / translation of monetary assets and liabilities are recognised in the profit and loss account. Non-monetary foreign currency items are carried at cost.

j) Lease Leases when the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets, are classified as operating leases. Operating lease payments are recognised as an expense in the profit and loss account on accrual basis in line with lease deeds since the same is more representative of the time pattern of the benefits under the lease term.

k) Taxation

Tax expense comprises of current, deferred and fringe benefit tax. Current income tax and fringe benefit tax are measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income taxes reflects the impact of current period timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that

147

there is reasonable/ virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

At each balance sheet date, the Company re-assesses unrecognised deferred tax assets. It recognises unrecognised deferred tax assets to the extent that it has become reasonably/virtually certain that sufficient future taxable income will be available against which such deferred tax assets can be realised.

l) Accounting for Provisions and Contingent Liabilities

A provision is made when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

m) Earning per share

The basic earnings per share (EPS) is computed by dividing the net profit/(loss) after tax for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net profit/(loss) after tax for the year attributable to the equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

n) Impairment of assets

The Company assesses, at each balance sheet date, whether there is any indication that an assets may be impaired. If any such indication exits, the management estimates the recoverable amount of the asset. If such recoverable amount of the asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the profit and loss account. If, at the balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciated historical cost.

o) Preliminary Expenses

Preliminary expenses are charged to the profit and loss account in the year in which the same are incurred.

ii. NOTES TO RESTATED FINANCIAL INFORMATION

1. Capital Commitment and Contingent liabilities Capital Commitment and Contingent liabilities is shown separately in Annexure XII

2. Related party disclosure

The related party relationships have been determined by the management on the basis of the requirements of the Accounting Standard (AS)-18 ‘Related Party Disclosures’ and the same have been relied upon by the auditors.

Names of the related parties disclosed are those related parties with whom transactions have taken place during the year, except where control exist, in which case the relationships have been mentioned irrespective of transactions with the related party. Details of related parties and transactions with related parties are given in Annexure XIII.

148

3. Segment information The Company has two business segment viz. “IT Infrastructure - Solutions, sales and services” and “Training income”, which is being considered as the primary segment. There is no reportable geographical segment. The information regarding the primary segment is given separately in Annexure XIV.

4. Lease:

The Company has entered into agreements for obtaining office premises on rent which are in nature of operating leases. The period of such leases range from 11 months to 36 months and are cancellable in nature. Amount paid / payable in respect of such leases are charged to profit and loss account on accrual basis.

5. Remuneration to directors

The remuneration paid/payable to directors for the years are as follows:

(` in Lac) Particulars For the year ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Salaries and other allowances 38.34 34.19 42.77 12.85 9.00

Note: Directors’ Remuneration excludes contributions to group schemes where the individual amounts are not ascertainable.

6. The Company has not received any information from its suppliers regarding their registration under the ‘Micro, Small and Medium Enterprises Development Act, 2006’. Hence, interest if any payable as required under Act has not been provided and the information required to be given in accordance with Section 22 of the said Act, is not ascertainable and hence, not disclosed.

7. The name of the Company has changed from ITSOURCE INDIA TECH PRIVATE LIMITED to ITSOURCEINDIA TECH LIMITED vide fresh certificate of incorporation dated 17 July 2010. Subsequently, the name of the Company has been changed from ITSOURCEINDIA TECH LIMITED to ITSOURCE TECHNOLOGIES LIMITED vide fresh certificate of incorporation dated 28 October 2010

ANNEXURE - V

STATEMENT OF RESTATEMENTS ARISING OUT OF CHANGE IN ACCOUNTING

POLICIES AND MATERIAL ADJUSTMENTS RELATING TO PREVIOUS YEARS (` in Lac)

Note No.

Particulars Year Year Year Year Year ended ended Ended Ended ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A. Profit after tax as per audited financial statements

961.91 405.16 189.31 48.02 26.31

Adjustment for: a) Adjustments resulting from

changes in accounting policies

i)-1 Gratuity -

-

-

(0.42)

(2.22)

i)-2 Leave encashment -

-

4.76

(0.80)

(3.96)

149

ii) Preliminary expenses -

-

1.84

(1.69)

(0.15)

b) Material adjustments relating

to previous years

i) Sundry balance written back (12.53)

(0.78)

-

-

(7.90)

Sundry balance / advances written off

-

5.66

7.89

6.36

0.53

Employees' cost 0.07

0.29

0.84

Administration, training, selling and other expenses

-

(3.12)

(9.80)

(17.57)

9.25

Interest expenses -

9.21

-

-

(0.13)

ii) Current tax expenses

-

-

-

(0.55)

(0.21) Fringe benefit tax expenses

-

-

-

-

(0.21) Interest on income tax refund

-

-

(2.94)

-

-

(12.53)

11.04

2.04

(14.67)

(4.16) iii) Tax impact on above

adjustments:

Current tax expenses 7.71

(4.20)

2.45

4.51

(0.80)

Deferred tax expenses -

-

(1.62)

0.44

3.28

B. Adjustments net of tax impact (4.82)

6.84

2.87

(9.72)

(1.68)

C. Profit after tax as per restated

financial statements (A+B)

957.09

412.00

192.18

38.30

24.63

I Reconciliation of Profit and Loss balance as at 1 April 2006

(` in Lac) Note No.

Particulars Amount

Profit and Loss account as per audited financial statement 34.21

a) Adjustment for: Adjustments resulting from changes in accounting policies i)-1 Gratuity

(3.58) b) Material adjustments relating to previous years i) Administration, training, selling and other expenses

10.46 ii) Current tax expenses

(0.75) Fringe benefit tax expenses

150

(0.07) Interest on income tax refund

2.94

9.00 iii) Tax impact on above adjustments: Current tax expenses

- Deferred tax expenses

- B. Adjustments net of tax impact

9.00 C. Profit and Loss account as per restated financial statements (A+B)

43.21 Adjustments resulting from changes in accounting policies i) Accounting Standard (AS)-15 Employee Benefits During the year ended 31 March 2009, the Company adopted the Accounting Standard (AS)-15 “Employee Benefits” applicable for accounting periods commencing on or after 7 December 2006 in respect of gratuity benefits to employee with effect from 1 April 2007. However, the Company adopted the standard with effect from 1 April 2008. The cumulative effect of this change was recorded in the year ended 31 March 2009. 1) Gratuity In the financial statements for the years ended 31 March 2009, gratuity liability upto 31 March 2008 (net of deferred tax benefits) has been adjusted against opening balance of profit and loss account. Accordingly, employees’ cost have been recomputed for the year ended 31 March 2007 and 31 March 2008 in the Restated Financial Information. Further, the accumulated profit and loss balance as at 1 April 2007 has been appropriately adjusted to reflect the impact of the change pertaining to years ended on or before 31 March 2006. 2) Leave encashment In the financial statements for the years ended 31 March 2009, leave encashment upto 31 March 2008 included in employee's cost. Accordingly, employees’ cost has been recomputed for the year ended 31 March 2007 and 31 March 2008 in the Restated Financial Information. Further, the accumulated profit and loss balance as at 1 April 2007 has been appropriately adjusted to reflect the impact of the change pertaining to years ended on or before 31 March 2006. ii) Preliminary expenses During the year ended 31 March 2009, the Company has changed its accounting policy in respect of preliminary expenses to comply with Accounting Standard (AS)-26 “Intangible Assets”, which is now fully written off instead of amortising over the period of ten years up to 31 March 2008. Accordingly, adjustment has been carried out for the years ended 31 March 2007 and 31 March 2008 in which these expenses were incurred. b) Material adjustments relating to previous years i) Sundry balance written back/off (net) In the financial statements for the years ended 31 March 2011, 31 March 2010, 31 March 2009, 31 March 2008 and 31 March 2007, certain liabilities created in earlier years were written back/off (net). For the purpose of this statement, the said liabilities, wherever required, have been appropriately adjusted in the respective years in which the same were originally created.

151

ii) Tax adjustments of earlier years The Company records tax adjustments of earlier years on completion of assessments made by the income tax authorities and any difference is recorded as ‘prior year tax adjustments’ and ‘interest on income tax refund’ in the financial statements. Accordingly, the effect of these items has been adjusted in the respective years to which the tax was related in the Restated Summary Statement of Profit and Loss Account. iii) Tax impact on account of adjustments The Restated Summary Statement of Profit and Loss Account has been adjusted for tax impact (current tax and deferred tax) on account of adjustments for respective years. iv) Prior period items In the financial statements for the year ended 31 March 2008, certain items of expenses have been identified as prior period items. For the purpose of this statement, such prior period items have been appropriately adjusted in the respective years to which the expenses was related in the Restated Summary Statement of Profit and Loss Account. c) Auditors’ qualification There are no audit qualifications which require any corrective adjustment in the financial information.

ANNEXURE VI STATEMENT OF RESTATED INVESTMENTS

(` in Lac)

Particulars As at As at As at As at As at 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

(Non-Trade, Unquoted and Long-term)

Investments in Mutual Funds:

1.00

1.00

18.68

17.18

12.20 DSP Black Rock India T.I.G.E.R Fund - Regular Plan - Growth

-

-

0.84

0.84

-

DSP Black Rock Opportunities Fund - Regular Plan - Growth

-

-

0.84

0.84

-

DSP Mutual Fund

-

-

-

-

1.54

Fidelity Equity Fund - Growth

-

-

2.85

2.62

1.68

Franklin India Flexi Cap Fund - Growth

-

-

1.75

1.75

1.61

HDFC Equity Fund - Growth

-

-

2.85

2.55

0.77

HDFC Growth Mutual Fund

-

-

-

-

1.61

ICICI Prudential Discovery Fund - Growth

-

-

1.75

1.75

-

ICICI Prudential Dynamic Plan - Cumulative

-

-

1.10

0.73

-

ICICI Prudential Emerging Star - Growth

-

-

2.85

2.55

-

ICICI Prudential Mutual Fund

-

-

-

-

3.99

152

ICICI Prudential Power Growth

-

-

1.75

1.75

- Reliance Long Term Equity Fund - Dividend Option

1.00

1.00

1.00

1.00

1.00

Tata Infrastucture Fund - Growth

-

-

1.10

0.80

-

Total

1.00

1.00

18.68

17.18

12.20

ANNEXURE VII STATEMENT OF RESTATED SUNDRY DEBTORS

(` in Lac) Particulars As at As at As at As at As at

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07 (Unsecured, considered good)

Debts outstanding for the period exceeding six months

927.12

411.61

328.80

23.83

24.72

Other debts

3,759.88

3,134.67

958.80

458.70

226.57

Total

4,687.00

3,546.28

1,287.60

482.53

251.29

Includes:

Receivables from related party ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

-

-

-

23.05

-

Total

-

- -

23.05

-

ANNEXURE VIII

STATEMENT OF RESTATED LOANS AND ADVANCES

(` in Lac)

Particulars As at As at As at As at As at 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

(Unsecured and considered good) Advances recoverable in cash or in kind or for value to be received

14.02

9.50

17.30

4.20

2.94

Deposits 87.75

87.55

74.28

29.26

26.90

Taxes paid and refund receivable 580.90

321.69

231.97

133.74

74.09

Total

682.67

418.74

323.55

167.20

103.93

153

ANNEXURE IX

STATEMENT OF RESTATED SECURED LOANS

(` in Lac) Particulars

As at As at As at As at As at 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Short term: Working capital facilities:

From banks 398.18

268.80

359.51

194.11

80.61

From others 160.21

-

-

-

-

Interest accrued and due on above 5.04

2.57

2.13

2.02

0.84

Sub-total 563.43

271.37

361.64

196.13

81.45

Long term: Vehicle loans from: HDFC Bank Ltd.

9.02 1.11

5.26

7.64

8.99

Security - Hypothecation of vehicle Tenure - 36 months Rate of interest - 8.30% p.a. Reliance Capital Ltd.

1.83 2.58

3.23

-

-

Security - Hypothecation of vehicle Tenure - 60 months Rate of interest - 13.75% p.a.

Sub-total 10.85

3.69

8.49

7.64

8.99

Total 574.28

275.06

370.13

203.77

90.44

The detail terms of working capital loans as at 31/03/11 are as under:

(` in Lac) Particulars

As at Sanction amount 31.03.11

HDFC Bank Ltd. 398.18

400.00 Primary security - Hypothecation of stock and book debts remaining after discounting done with SBI Global Factors Ltd.. Secondary security - Equitable mortgage on the residential property in the personal name of directors (Mr. Pradeep Bhangale and Prachi Bhangale) situated at Flat No. 1703A and 1703B, 17th Floor, D Wing, Halley Evershine Millenium Paradise, Thakur Village, Kandivali (East), Mumbai - 400 101.

Additional security - Fixed deposits of Rs.12 Lac, Recurring deposits of Rs.2 Lac per months for 36 months starting from January 2010 (Rs. 24 Lac of Fixed deposits created and lien marked with bank till date)

Rate of interest - Base Rate + 4.75%

154

Repayment - 12 months

SBI Global Factors Ltd. 160.21

200.00 Primary security - Secured by book debts and personal guarantee of directors (Mr. Pradeep Bhangale and Mrs. Prachi Bhangale). Rate of discount charges - 12.50% Repayment - 3 months

ANNEXURE X

STATEMENT OF RESTATED UNSECURED LOANS

(` in Lac) Particulars As at As at As at As at As at

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Long term - Term loans:

From banks

149.56

98.50

4.49

9.66

14.02

From others

65.45

67.53

- -

-

Sub-total

215.01

166.03

4.49

9.66

14.02 Short term loans: * From directors

Mr. Pradeep E. Bhangale

11.33

- -

-

-

Mrs. Prachi P. Bhangale

10.00

- -

-

-

From relatives of directors

Mrs. Archana Shah

-

1.50 -

-

-

Mr. Sanjay Shah

-

3.20 -

-

-

From body corporate

We Search Consulting Pvt. Ltd.

-

- -

-

4.20

(* The loans are interest free and have no fixed repayment schedule).

Sub-total

21.33

4.70

- -

4.20

Total

236.34

170.73

4.49

9.66

18.22

155

The detail terms of term loans as at 31/03/11 are as under:

(` in Lac) Particulars As at Sanction

amount Rate of interest

Tenure 31.03.11

From banks:

HDFC Bank Ltd. 29.00 40.00 18.25% 36 months HDFC Bank Ltd. 5.93 7.35 11.75% 36 months HDFC Bank Ltd. 33.80 42.65 11.75% 36 months Kotak Mahindra Bank Ltd. 33.38 45.00 18.30% 18 months Barclays Bank PLC 27.91 35.00 18.00% 36 months The Royal Bank of Scotland 19.54 30.00 18.00% 36 months 149.56 From others: Bajaj Finance Ltd. 4.43 25.00 19.00% 12 months Magma Fincrop Ltd. 16.91 25.00 19.00% 36 months Religare Finvest Ltd. 17.30 25.50 18.00% 36 months Tata Capital Ltd. 26.81 30.00 16.50% 24 months 65.45

ANNEXURE XI

STATEMENT OF RESTATED OTHER INCOME (` in Lac)

Particulars Year Year Year Year Year ended ended ended ended ended

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Interest on fixed deposits with banks 2.53 0.56 0.80 0.03 - Profit on sale of investments - 5.23 - - - Dividend income 0.15 - - - - Miscellaneous income 4.43 4.46 2.48 Total 7.11 10.25 3.28 0.03 -

ANNEXURE XII

STATEMENT OF RESTATED CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

(` in Lac) Particulars As at As at As at As at As at

31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Capital commitments (net of advances)

- 1.93

-

-

-

Bank guarantees 0.59

0.59

6.38

8.60 0.42

Total 0.59

2.52

6.38

8.60

0.42

156

ANNEXURE XIII

STATEMENT OF RESTATED RELATED PARTY TRANSACTIONS (` in Lac)

Name of Related Party Relationship As at As at As at As at As at

31.03.11

31.03.10

31.03.09

31.03.08

31.03.07 Sales ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

-

275.36

- Purchases ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

2.67

58.24

- Training charges ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

-

-

21.96 Purchases of fixed assets and other current assets (net)

ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

70.61

-

- Directors' remuneration Pradeep E. Bhangale Key management

personnel

18.39

17.40

24.00

6.82

6.00 Prachi P. Bhangale Key management

personnel

9.39

9.95

12.00

6.03

3.00 Dinesh Nair Key management

personnel

10.56

6.84

6.77

-

- Total

38.34

34.19

42.77

12.85

9.00 Loans taken We Search Consultancy Pvt. Ltd.

Enterprise in which key management personnel have significant influence

-

-

-

-

5.30 ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

-

-

5.22 Archana Shah Relative of key

management personnel -

1.50

-

-

-

Sanjay Shah Relative of key management personnel

-

3.20

-

-

- Pradeep E. Bhangale Key management

157

personnel 14.00 - - - - Prachi P. Bhangale Key management

personnel

10.00

-

-

-

- Total

24.00

4.70

-

-

10.52 Loans repaid We Search Consultancy Pvt. Ltd.

Enterprise in which key management personnel have significant influence

-

-

-

4.20

1.10

ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

-

-

5.22 Pradeep E. Bhangale Key management

personnel

1.17

-

-

-

- Archana Shah Relative of key

management personnel

1.50

-

-

-

- Sanjay Shah Relative of key

management personnel 3.20

-

-

-

-

Total 5.87

-

-

4.20

6.32

Share application money received

Pradeep E. Bhangale Key management personnel

-

-

1.75

-

-

Prachi P. Bhangale Key management personnel

-

-

5.00

-

-

Total -

-

6.75

-

-

Share application money repaid

Pradeep E. Bhangale Key management personnel

1.75

-

-

-

-

Prachi P. Bhangale Key management personnel

5.00

-

-

-

-

Total 6.75

-

-

-

-

Dividend paid Pradeep E. Bhangale Key management

personnel

2.14

1.78

1.78

0.62

0.62 Prachi P. Bhangale Key management

personnel

0.86

0.72

0.72

0.62

0.62 Dinesh Nair Key management

personnel

0.11

0.09

0.09

-

- Pradeep E. Bhangale (HUF)

Enterprise in which key management personnel have significant influence

2.45

2.04

2.04

-

-

Total 5.56

4.63

4.63

1.24

1.24

Equity shares issued Pradeep E. Bhangale (HUF)

Enterprise in which key management personnel

-

-

40.00

-

-

158

have significant influence

Pradeep E. Bhangale Key management personnel

-

-

-

23.10

-

Prachi P. Bhangale Key management personnel

-

-

-

1.90

-

Total -

-

40.00

25.00

-

Balance receivable ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

-

23.05

- Share application money as at year end

Pradeep E. Bhangale Key management

personnel

-

1.75

1.75

-

- Prachi P. Bhangale Key management

personnel

-

5.00

5.00

-

- Total

-

6.75

6.75

-

- Balance payable Pradeep E. Bhangale Key management

personnel

17.52

-

1.39

0.57

0.60 Prachi P. Bhangale Key management

personnel

12.06

0.17

0.74

0.50

0.30 Pradeep E. Bhangale (HUF)

Enterprise in which key management personnel have significant influence 2.04 - - - -

ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)]

Enterprise in which key management personnel have significant influence

-

-

0.17

-

- Dinesh Nair Key management

personnel

0.87

0.54

-

-

- We Search Consultancy Pvt. Ltd.

Enterprise in which key management personnel have significant influence

-

-

-

-

4.22

Archana Shah Relative of key management personnel

-

1.50

-

-

-

Sanjay Shah Relative of key management personnel

-

3.20

-

-

-

Total 32.49

5.41

2.30

1.07

5.12

List of related party as at 31 March 2011 are as under:

Key management personnel

i) Pradeep E. Bhangale ii) Prachi P. Bhangale iii) Dinesh Nair

Relatives of key management personnel

i) Archana Shah (Sister of Prachi Bhangale) ii) Sanjay Shah (Brother of Prachi Bhangale)

159

Enterprise in which key management personnel have significant influence

i) ITSource Academy of Computers [Proprietorship of Pradeep E. Bhangale (HUF)] ii) We Search Consultancy Pvt. Ltd.

ANNEXURE - XIV

STATEMENT OF RESTATED SEGMENT INFORMATION

(` in Lac) Sr. Particulars As at As at As at As at As at No. 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

A REVENUE: 1 External

- IT Infrastructure Solutions, sales and services

11,641.19

8,532.58

6,409.79

3,750.50

1,361.12

- Training Income

1,520.59

1,155.23

669.46

10.73 -

- Unallocable

- - - - -

Total

13,161.78 9,687.81 7,079.25 3,761.23 1,361.12 2 Inter segment

- IT Infrastructure Solutions, sales and services

- - - - -

- Training Income

- - - - -

- Unallocable

- - - - -

Total

- - - - - 3 Total revenue

- IT Infrastructure Solutions, sales and services

11,641.19

8,532.58

6,409.79

3,750.50

1,361.12

- Training Income

1,520.59

1,155.23

669.46

10.73 -

- Unallocable

- - - - -

Total

13,161.78 9,687.81 7,079.25 3,761.23 1,361.12

- - - - -

B RESULT: Segment result

- IT Infrastructure Solutions, sales and services

1,422.19

620.01

488.30

77.15

49.08

- Training Income

447.19

326.20

125.95

6.36 -

- Unallocable

- - - - -

Total

1,869.38 946.21 614.25 83.51 49.08

Unallocable income / (expenses)

(269.35) (273.22) (284.54) (1.52) -

160

Operating profit

1,600.03 672.99 329.71 81.99 49.08

Interest expenses

(84.62) (45.30) (28.44) (19.22) (10.69)

Interest income

2.53 0.56 0.80 0.03 -

Income tax

(560.85) (216.25) (109.89) (24.50) (13.76)

Net profit from ordinary activities

957.09 412.00 192.18 38.30 24.63

- - - - -

C OTHER INFORMATIONS:

1 Segment assets

- IT Infrastructure Solutions, sales and services

3,679.60

2,847.56

1,227.07

743.03

369.73

- Training Income

1,551.85

1,137.77

387.94 - -

- Unallocable

166.44

124.85

152.51 - -

Total

5,397.89 4,110.18 1,767.52 743.03 369.73

- - - - -

2 Segment liabilities

- IT Infrastructure Solutions, sales and services

1,876.78

2,130.63

742.31

454.07

212.16

- Training Income

143.24

84.79

138.18 - -

- Unallocable

475.59

603.82

200.33

10.97

9.75

Total

2,495.61 2,819.24 1,080.82 465.04 221.91

- - - - - 3 Capital expenditure

- IT Infrastructure Solutions, sales and services

106.13

96.05

78.71

56.06

31.96

- Training Income

136.87

144.08

118.03 - -

- Unallocable

- - - - -

Total

243.00 240.13 196.74 56.06 31.96

- - - - - 4 Depreciation

- IT Infrastructure Solutions, sales and services

55.51

58.79

47.19

26.96

20.71

- Training Income - -

161

65.10 64.86 30.90

- Unallocable

- - - - -

Total

120.61 123.65 78.09 26.96 20.71

ANNEXURE XV

STATEMENT OF RESTATED CAPITALISATION (` in Lac)

Particulars Pre-Issue as at 31.03.11

Post Issue (Refer note 2)

Debts Short term debts

Secured loans 563.43 Unsecured loans 21.33

584.76 [●] Long term debts

Secured loans 10.85 Unsecured loans 215.01

225.86 [●]

Total Debts

810.62 [●] Shareholders' Fund

Equity share capital

93.25 [●]

Reserves and surplus

1,645.57 [●]

Total Shareholders' Funds

1,738.82 [●]

Long Term Debt/Shareholders' Funds (Ratio)

0.13 [●]

Total Debt/ Shareholders' Funds (Ratio)

0.47 [●]

Notes: 1. The above ratio has been calculated on the basis of restated financial information of the Company. 2. The post-issue capitalisation statement can not be calculated at this stage and would be provided after finalisation of the issue price of the equity.

162

ANNEXURE - XVI

STATEMENT OF RESTATED ACCOUNTING RATIOS

Particulars 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Restated Profit After Tax as per Annexure II (A)

957.09 412.00 192.18 38.30 24.63

Net Worth as per Annexure I (B) 1,738.82 794.99 388.44 151.71 91.34 No. of equity shares outstanding at the start of the year 1,865,000 1,865,000 1,000,000 250,000

250,000

Fresh issue during the year - - 865,000 250,000 - Split of shares adjusted for earlier periods - - - 500,000

250,000

Total no.of equity shares outstanding at the year end (post split of shares) (C) 1,865,000 1,865,000 1,865,000 1,000,000

500,000

Weighted average No. of equity shares outstanding during the year (D) 1,865,000 1,865,000 1,694,301 501,366

500,000

Earnings per Share (Basic and Diluted) (Rs.) (A / D)

51.32 22.09 11.34 7.64 4.93

Return on Net Worth (%) (A / B) * 100

55.04 51.82 49.47 25.25 26.97

Net Asset Value per Share (Rs.) (B / C)

93.23 42.63 20.83 15.17 18.27

Notes The Ratios have been computed as below:

Earning Per Share (Rs.) = Restated Net Profit After Tax Weighted Average Number of Equity Shares outstanding during the year

Net Asset Value Per Share (Rs.) = Net Worth at the year end Number of Equity Shares outstanding as at end of the year

Return on Net Worth (%) = Restated Net Profit After Tax X 100 Net Worth

The above ratios have been computed on the basis of the Restated Financial Information for the respective years.

Earnings per share is computed in accordance with Accounting Standard (AS) 20 “Earnings Per Share”. During the financial year 2008-09, the face value of equity shares was split from Rs.10 per share to Rs.5 per share, accordingly weighted average number of equity shares has been adjusted for earlier years.

163

ANNEXURE - XVII

STATEMENT OF TAX SHELTERS (` in Lac)

Particulars

Year Year Year Year Year ended ended ended ended ended

31-Mar-11 31-Mar-10 31-Mar-09 31-Mar-08 31-Mar-07 Profit before tax as per restated profit and loss account 1,517.92 628.24 302.08 62.80 38.39 Tax rate (including surcharge and education cess) 33.2175% 33.99% 33.99% 33.99% 33.66% Notional tax as per tax rate on profits (A) 504.22 213.54 102.68 21.35 12.92 Tax Adjustments Permanent Difference

(Profit) / Loss on sale of assets 1.75 4.33

0.04 - -

(Profit) / Loss on sale of investments - (5.23) - - -

Donation 0.27 0.73 - - -

Dividend (0.15) - - - -

Expenses disallowed 12.09 1.90

1.32 -

0.86

Total Permanent Difference (B) 13.96 1.73 1.36 - 0.86

- - - - - Timing Difference

Depreciation (39.76)

(54.38)

(29.85)

(7.92)

(5.26)

Preliminary expenses (0.35)

(0.41)

(0.41)

(0.06)

(0.06)

Expenses disallowed in last year (3.97)

(17.43)

(7.80)

(0.86)

(1.46)

Expenses allowable on payment basis 7.06

4.92

51.03

2.04

6.17

Total Timing Difference (C) (37.02) (67.30)

12.97

(6.80)

(0.61)

Total Adjustments (D) = (B+C) (23.06) (65.57)

14.33

(6.80) 0.25

Tax Expenses / (savings) thereon (E )=(D)*Tax rate (7.66)

(22.29)

4.87

(2.31) 0.09

Tax payable as per normal provisions (other than 115JB )of the Act (F) 496.56 191.25 107.55 19.04 13.01 MAT tax rate (G) 19.9305% 16.995% 11.33% 11.33% 11.22% Tax under MAT (H) 302.53 106.77 7.12 4.31

164

34.23

Tax payable for the year maximum of (F) or (H) 496.56 191.25 107.55 19.04 13.01 Interest under section 234B & 234C (As per income tax return) 35.73 11.58 - - - Total Tax Payable 532.29 202.83 107.55 19.04 13.01 Notes: The aforesaid Statement of tax Shelters has been prepared as per the 'Restated Profit and Loss Account'.

ANNEXURE - XVIII

STATEMENT OF DIVIDEND PAID / PROPOSED

(` in Lac except per share data) Particulars Year Year Year Year Year

ended ended ended ended ended31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Paid up equity share capital

93.25

93.25

93.25

50.00

25.00

No. of equity shares

1,865,000

1,865,000

1,865,000

500,000

250,000

Face value (Rs.)

5.00

5.00

5.00

10.00

10.00 Rate of dividend 6% 5% 5% 5% 5%

Amount of dividend

5.60

4.66

4.66

2.50

1.25

Tax on dividend

0.91

0.79

0.79

0.43

0.26

Dividend per share (Rs.)

0.30

0.25

0.25

0.50

0.50 Note: During the financial year 2008-09, the face value of equity shares was split from Rs.10 per share to Rs.5 per share.

165

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS REFLECTED IN THE FINANCIAL STATEMENTS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements as of and for the years ended March 31, 2007, 2008, 2009, 2010 and 2011 prepared in accordance with the Companies Act and Indian GAAP and restated in accordance with the ICDR Regulations, including the schedules, annexure and notes thereto and the reports thereon, included in the Section titled “Financial Information” beginning on page 139 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived from our audited consolidated financial statements, as restated. Indian GAAP differs in certain material respects from U.S. GAAP and IFRS. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS. Accordingly, the degree to which the Indian GAAP financial statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with the Companies Act, Indian GAAP and ICDR Regulations. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the Chapter titled "Risk Factors" and “Forward Looking Statements” beginning on page 12 and page 11 of this Draft Red Herring Prospectus, respectively. Business Overview We are an ISO 9001:2008 certified public limited company focussed on end-to-end Infrastructure Technology solutions that include IT Infrastructure Management Services, Technology Consulting and Education Business.

As a part of Infrastructure Management Services, we provide Remote Management Services, Total IT Outsourcing, Managed IT Services and Enterprise Services.

In Technology Consulting, our offering includes, System Integration, IT Security and

Consulting and Data Center services.

Our Education business provides result orientated quality training in the areas of career courses, global certification and exams, corporate training, finishing programs in soft skills for freshers and experienced individuals in the industry.

Our customer base includes companies from diverse industry verticals like Telecom, IT, BSFI, Media, Manufacturing, Government departments and others. We provide services to large corporates like Larsen & Turbo Limited, Siemens, Tata Communications Limited, Godrej, Johnson & Johnson India Limited, Reliance Communication Limited etc. As on August 31, 2011, we have 47 education centers in Maharashtra, Karnataka, Gujarat, Orissa, Madhya Pradesh, Assam, Goa and West Bengal of which 11 are self-operated and 36 are run on franchise basis. Across the centers, we have more than 150 trainers, 1600 technically equipped personnel and trained approx 10,000 students till date. The total income of our Company has grown from ` 1332.44 Lac in FY 07 to ` 13162.97 Lac in FY 11 at a CAGR of 77.29%. The Profit after tax of our Company has grown from ` 24.63 Lac in FY 07 to ` 957.09 Lac in FY 11 at a CAGR of 149.67%. Significant developments subsequent to the last financial year After the date of last financial year i.e. March 31, 2011, the Directors of our Company confirm that in their opinion, there have not been any significant material developments.

166

Key factors affecting the results of operation Our Company’s future results of operations could be affected by the following factors:

General economic and business conditions The demand for our services is dependent on general economic conditions in the country. Our operations would be affected by any adverse change in the Government Policies, Rules & Regulations.

Demand Currently, the demand for our services and products is predominantly for Infrastructure Management Services with a significant growth in IT Training business. The prospects and earnings growth of the customers and IT Industry will have an influence on our ability to generate revenues.

Competition Revenue from services may be affected if competition intensifies. Further, as a result of increase in scale of operations, adoption of aggressive pricing strategies by our competitors in order to gain market share or new competitors entering the markets, may affect our operations and financial results.

Interest Rate Risk Increase in operations would require additional funds. If we are required to finance our operations by raising borrowings, at fixed /floating rates of interest our cost of servicing such debt will increase, thereby adversely impacting our results of operations, planned capital expenditures and cash flows. Our profits will also be impacted by interest rate variation.

Sundry Debtors /Recovery of receivables Any delay in the recovery of outstanding receivables, may affect our results of operation, as we may then have to resort to increased borrowings for our fund requirements, which may further exert pressure on outgo towards interest thereby reducing our profits.

Other factors include:

Prevailing trends in the industry in which we operate. Company’s ability to successfully implement its marketing, business and growth strategies. Changes in the regulations / regulatory framework / economic policies / political conditions in

India. Our Significant Accounting Policies For details on Significant Accounting Policies, please refer to the Chapter titled “Auditors’ Report and Financial Information of our Company” beginning on page 139 of this Draft Red Herring Prospectus. Discussion on Results of Operation: The following discussions on results of operations should be read in conjunction with the restated financial results of our Company for the years ended 31st March, 2007, 2008, 2009, 2010 and 2011. Vertical wise Break-up of our Revenues:

Particulars Year Ended

31.03.2011 Year Ended 31.03.2010

Year Ended 31.03.2009

Amount (` in Lac) %

Amount (` in Lac) %

Amount (` in Lac) %

IT Infrastructure Solutions, sales and 11,641.19 88.4% 8,532.58 88.1% 6,409.79 90.5%

167

services (“IT services segment”) IT Training Income (“Education segment”) 1,520.59 11.6% 1,155.23 11.9% 669.46 9.5%

Total 13,161.78 100.0% 9,687.81 100.0% 7,079.25 100.0% Financial Performance of the Company

(` in Lac) Particulars Year Year Year

Ended ended Ended 31.03.11 31.03.10 31.03.09

Total Income 13162.97 9684.05 7093.93

Total Operating Expenditure 11439.80 8886.86 6685.33

PBDIT 1723.17 797.19 408.60

Less : Depreciation 120.61 123.65 78.09

PBDT 1602.56 673.54 330.51

Less : Interest 84.62 45.30 28.44

PBT 1517.94 628.24 302.07

PAT (Before Dividend) 957.09 411.99 192.18

EPS (`) 51.32 22.09 11.34

Net Worth 1738.82 794.98 388.44

RONW % 55.04% 51.82% 49.47%

(` in Lac) Particulars Year Year Year Year Year

ended ended ended ended Ended 31.03.11 31.03.10 31.03.09 31.03.08 31.03.07

Sales and income from operations 13161.78 9687.81 7079.25 3761.23 1361.12 Other Income 7.11 10.25 3.28 .03 - Increase/(Decrease) in inventories (5.92) (14.01) 11.40 29.36 (28.68)Total Income 13162.97 9684.05 7093.93 3790.62 1332.44 Purchases 8801.77 6648.88 4628.75 2622.09 488.72 % to Total Income 66.87% 68.66% 65.25% 69.17% 36.68% Employees' cost 1995.75 1692.46 1642.99 963.87 712.85 % to Total Income 15.16% 17.48% 23.16% 25.43% 53.50%

Administration, training, selling and other expenses 642.28 545.52 413.59 93.93 60.87 % to Total Income 4.88% 5.63% 5.83% 2.48% 4.57% Preliminary expenses written off - - - 1.75 .21 % to Total Income 0.00% 0.00% 0.00% 0.05% 0.02% Total Operating Expenditure 11439.80 8886.86 6685.33 3681.64 1262.65 % to Total Income 86.91% 91.77% 94.24% 97.13% 94.76% PBDIT 1723.17 797.19 408.60 108.98 69.79 % to Total Income 13.09% 8.23% 5.76% 2.87% 5.24% Depreciation 120.61 123.65 78.09 26.96 20.71 % to Total Income 0.92% 1.28% 1.10% 0.71% 1.55% Profit Before Interest and Tax 1602.56 673.54 330.51 82.02 49.08 % to Total Income 12.17% 6.96% 4.66% 2.16% 3.68% Interest 84.62 45.30 28.44 19.22 10.69 % to Total Income 0.64% 0.47% 0.40% 0.51% 0.80%

168

Profit Before Tax 1517.94 628.24 302.07 62.80 38.39 % to Total Income 11.53% 6.49% 4.26% 1.66% 2.88%Provision for Current Tax & Deferred Tax 560.85 216.25 109.89 24.50 13.76 % to Total Income 4.26% 2.23% 1.55% 0.65% 1.03% Profit After Tax(Before Dividend) 957.09 411.99 192.18 38.30 24.63 % to Total Income 7.27% 4.25% 2.71% 1.01% 1.85% Dividend (incl. Tax on Dividend) 6.51 5.45 5.45 2.93 1.51

Profit transferred to Reserves 950.58 406.54 186.73 35.37 23.12 Fiscal 2011 v/s 2010 Revenue

Sales and income from operations Sales and income from operations for FY 2011 is ` 13161.78 Lac as compared to ` 9687.81 Lac during FY 2010 showing an increase of 35.86% mainly due to increase in revenue from “IT Infrastructure Solutions, sales and services” segment (“IT services segment”) from providing IT Outsourcing and Managed IT services and othe` For FY 2011, Sales and income from operations include income from IT services segment of ` 11,641.19 Lac and Education segment of ` 1,520.59 Lac; comparatively for FY 2010 it includes ` 8532.58 Lac and ` 1155.23 Lac from respective segments. Income from IT services segment has shown 36.43% YoY (year on year) growth and income from Education segment has shown 31.63% YoY growth.

Total Income Total Income for FY 2011 is ` 13162.97 Lac as compared to ` 9684.05 Lac during the FY 2010 showing an increase of 35.92%. For FY 2011 Total Income includes Other Income of ` 7.11 Lac and Decrease in inventories of ` 5.92 Lac. Expenditure Purchases Amount of Purchases for FY 2011 is ` 8801.77 Lac as compared to ` 6648.88 Lac during the FY 2010 showing an increase of 32.38%. In proportion to Total Income, it has shown a decrease from 68.66% during FY 2010 to 66.87% during FY 2011. Increase in amount of Purchases is in proportion to increase in Total Income in FY 2011 as compared to FY 2010. Purchases includes purchases of IT Hardware, Networking products and IT solutions relating to IT services segment as well as books and periodicals relating to Education segment. Employees' cost Amount of Employees' cost for FY 2011 is ` 1995.75 Lac as compared to ` 1692.46 Lac during the FY 2010 showing an increase of 17.92%. In proportion to Total Income, it has shown a decrease from 17.48% during FY 2010 to 15.16% during FY 2011. Increase in amount of Employees’ cost is mainly due to increase in salaries. Administration, training, selling and other expenses Amount of Administration, training, selling and other expenses for FY 2011 is ` 642.28 Lac as compared to ` 545.52 Lac during the FY 2010 showing an increase of 17.74%. In proportion to Total Income, it has shown a decrease from 5.63% during FY 2010 to 4.88% during FY 2011. Increase in amount of Administration, training, selling and other expenses mainly include rent, travelling expenditure, advertisement expenditure, professional fees, repairs and maintenance etc.

169

Profit before Depreciation, Interest and Tax (PBDIT) Profit before Depreciation, Interest and Tax for FY 2011 is ` 1723.17 Lac as compared to ` 797.19 Lac during FY 2010 showing an increase of 116.16%. This increase is mainly due to increase in Sales and income from operations by 35.86% during the same period and in comparison total operating expenditure has increased by 28.73% during FY 2011 as compared to FY 2010. In proportion to Total Income, it has shown an increase from 8.23% during FY 2010 to 13.09% during FY 2011. Depreciation Depreciation on fixed assets for FY 2011 is ` 120.61 Lac as compared to ` 123.65 Lac during the FY 2010 showing a decrease of 2.46%. This was due to addition in fixed assets during FY 2011 was made in March 2011 resulting in decrease in depreciation expenditure. The Gross block of fixed assets is ` 757.13 Lac in FY 2011 as compared to ` 556.63 Lac in FY 2010. Interest Cost Interest cost for FY 2011 is ` 84.62 Lac as compared to ` 45.30 Lac during FY 2010 showing an increase of 86.80%. Amount of Secured and Unsecured Loans outstanding at the end of FY 2011 is ` 810.62 Lac as compared to ` 445.79 Lac for FY 2010. Profit after Tax Profit after Tax for FY 2011 is ` 957.09 Lac as compared to ` 411.99 Lac during FY 2010 showing an increase of 132.31%. The increase in PAT is mainly due to increase in sales and income from operations as well as correspondingly lower increase in amount of expenditures. In proportion to Total Income, it has shown an increase from 4.25% during FY 2010 to 7.27% during FY 2011. Increase in PAT margin with respect to Total Income reflects the company’s focus on value added services with higher margins and improved operational efficiency. Dividend Amount of Dividend (incl. tax on Dividend) provided in FY 2011 is ` 6.51 Lac as compared to ` 5.45 Lac in FY 2010. Fiscal 2010 v/s 2009 Revenue Sales and income from operations Sales and income from operations for FY 2010 is ` 9687.81 Lac as compared to ` 7079.25 Lac during FY 2009 showing an increase of 36.85% due to increase in revenue from both the segments. For FY 2010, Sales and income from operations include income from IT services segment of ` 8532.58 Lac and Education segment of ` 1,155.23 Lac, comparatively for FY 2009 it includes ` 6409.79 Lac and ` 669.46 Lac from respective segments. Income from IT services segment has shown 33.12% YoY growth and income from Education segment has shown 72.56% YoY growth because of addition of new Education centers. Total Income Total Income for FY 2010 is ` 9684.05 Lac as compared to ` 7093.93 Lac during the FY 2009 showing an increase of 36.51%. For FY 2010, Total Income includes Other Income of ` 10.25 Lac and Decrease in inventories of ` 14.01 Lac.

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Expenditure Purchases Amount of Purchases for FY 2010 is ` 6648.88 Lac as compared to ` 4628.75 Lac during the FY 2009 showing an increase of 43.64%. In proportion to Total Income, it has shown an increase from 65.25% during FY 2009 to 68.66% during FY 2010. Increase in amount of Purchases is in proportion to increase in sales and income from operations. Employees' cost Amount of Employees' cost for FY 2010 is ` 1692.46 Lac as compared to ` 1642.99 Lac during the FY 2009 showing an increase of 3.01%. In proportion to Total Income, it has shown a decrease from 23.16% during FY 2009 to 17.48% during FY 2010. Administration, training, selling and other expenses Amount of Administration, training, selling and other expenses for FY 2010 is ` 545.52 Lac as compared to ` 413.59 Lac during the FY 2009 showing an increase of 31.90%. In proportion to Total Income, it has shown a decrease from 5.83% during FY 2009 to 5.63% during FY 2010. Increase in amount of Administration, training, selling and other expenses is in proportion to increase in the Total Income during the same period. Profit before Depreciation, Interest and Tax (PBDIT) Profit before Depreciation, Interest and Tax for FY 2010 is ` 797.19 Lac as compared to ` 408.60 Lac during FY 2009 showing an increase of 95.10%. This increase is mainly due to comparatively lower increase in Employees’ cost compared to corresponding increase in sales and income from operations during FY 2010 as compared to FY 2009. In proportion to Total Income, it has shown an increase from 5.76% during FY 2009 to 8.23% during FY 2010. Depreciation Depreciation on fixed assets for FY 2010 is ` 123.65 Lac as compared to ` 78.09 Lac during the FY 2009 showing an increase of 58.34%. This was due to addition in computers and other IT hardware. The Gross block of fixed assets is ` 556.63 Lac in FY 2010 as compared to ` 345.16 Lac in FY 2009. Interest Cost Interest cost for FY 2010 is ` 45.30 Lac as compared to ` 28.44 Lac during FY 2009 showing an increase of 59.28%. Amount of Secured and Unsecured Loans outstanding at the end of FY 2010 is ` 445.79 Lac as compared to ` 374.62 Lac for FY 2009. Profit after Tax Profit after Tax for FY 2010 is ` 411.99 Lac as compared to ` 192.18 Lac during FY 2009 showing an increase of 114.38%. The increase in PAT is mainly due to increase in Revenue and improvement in PAT Margin. In proportion to Total Income, it has shown an increase from 2.71% during FY 2009 to 4.25% during FY 2010. Dividend Amount of Dividend (incl. tax on Dividend) provided in FY 2010 is ` 5.45 Lac as compared to ` 5.45 Lac in FY 2009.

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Fiscal 2009 v/s 2008 Revenue Sales and income from operations Sales and income from operations for FY 2009 is ` 7079.25 Lac as compared to ` 3761.23 Lac during FY 2008 showing an increase of 88.22%. For FY 2009, Sales and income from operations include income from IT services segment of ` 6409.79 Lac and Education segment of ` 669.46 Lac, comparatively for FY 2008 it includes ` 3750.50 Lac and ` 10.73 Lac from respective segments. Company has provided corporate training services during FY 2008 representing income of ` 10.73 Lac. Our focus on the Education segment has increased mainly from FY 2009 after acquiring IT training business and with the increase in training centers. During FY 2009, we have acquired Education training business from ITSource Academy of Computers [Proprietorship of M/s Pradeep Bhangale (HUF)] which has resulted in increasing our income from operations by 88.22% during FY 2009 as compared to FY 2008. Income from IT services segment has shown 70.90% increase YoY. Total Income Total Income for FY 2009 is ` 7093.93 Lac as compared to ` 3790.62 Lac during the FY 2008 showing an increase of 87.14%. For FY 2009, Total Income includes Other Income of ` 3.28 Lac and Increase in inventories of ` 11.40 Lac. Expenditure Purchases Amount of Purchases for FY 2009 is ` 4628.75 Lac as compared to ` 2622.09 Lac during the FY 2008 showing an increase of 76.53%. In proportion to Total Income, it has shown a decrease from 69.17% during FY 2008 to 65.25% during FY 2009. Increase in amount of Purchases is in proportion to increase in sales and income from operations. Employees' cost Amount of Employees' cost for FY 2009 is ` 1642.99 Lac as compared to ` 963.87 Lac during the FY 2008 showing an increase of 70.46%. In proportion to Total Income, it has shown a decrease from % 25.43% during FY 2008 to 23.16% during FY 2009. Administration, training, selling and other expenses Amount of Administration, training, selling and other expenses for FY 2009 is ` 413.59 Lac as compared to ` 93.93 Lac during the FY 2008 showing an increase of 340.32%. In proportion to Total Income, it has shown an increase from 2.48% during FY 2008 to 5.83% during FY 2009. Increase in amount of Administration, training, selling and other expense is due to higher expenditure on new segment of Education business like rent, travelling expenses, professional fees and other expenses related to Education segment. Profit before Depreciation, Interest and Tax (PBDIT) Profit before Depreciation, Interest and Tax for FY 2009 is ` 408.60 Lac as compared to ` 108.98 Lac during FY 2008 showing an increase of 274.93%. This increase is mainly due to income from new segment of Education business. In proportion to Total Income, it has shown an increase from 2.87% during FY 2008 to 5.76% during FY 2009. Depreciation Depreciation on fixed assets for FY 2009 is ` 78.09 Lac as compared to ` 26.96 Lac during the FY 2008 showing an increase of 189.65%.The Gross block of fixed assets is ` 345.16 Lac in FY 2009 as compared to ` 153.49 in FY 2008.

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Interest Cost Interest cost for FY 2009 is ` 28.44 Lac as compared to ` 19.22 Lac during FY 2008 showing an increase of 47.97%. Amount of Secured and Unsecured Loans outstanding at the end of FY 2009 is ` 374.62 Lac as compared to ` 213.43 Lac for FY 2008. Profit after Tax Profit after Tax for FY 2009 is ` 192.18 Lac as compared to ` 38.30 Lac during FY 2008 showing an increase of 401.78%. The increase in PAT is due to increase in revenue managed by company by entering into new segment of Education business as well as increase in revenue from IT services segment. In proportion to Total Income, it has shown an increase from 1.01% during FY 2008 to 2.71% during FY 2009. Dividend Amount of Dividend (incl. tax on Dividend) provided in FY 2009 is ` 5.45 Lac as compared to ` 2.93 Lac in FY 2008. Analysis of Negative Cash Flows Our Company had negative cash flows for the following financial years :

(` in Lac) Particulars Year ended

31.03.2011 Year ended 31.03.2010

Year ended 31.03.2009

Year ended 31.03.2008

Year ended 31.03.2007

Net cash from /(used in) Operating Activities

(0.15) - - - -

Net cash from /(used in) Investing Activities

(235.45) (218.52) (195.26) (61.04) (38.04)

Net cash from /(used in) Financing Activities

- - - - (5.07)

FY ended March 31, 2011 For FY 2011, our Company has negative cash flow from Operating activities amounting to ` 0.15 Lac. The cash generated from operations before working capital changes is `1722.24 Lac and cash generated from operations before direct taxes is `259.06 Lac. Further we also have negative cash flow from Investing activities amounting to ` 235.45 Lac mainly due to payment for purchase of fixed assets of ` 243.00 Lac and proceeds from sale of Fixed assets amounting to ` 6.50 Lac FY ended March 31, 2010 For FY 2010, our Company has negative cash flow from Investing activities amounting to ` 218.52 Lac mainly due to payment for purchase of fixed assets of ` 240.13 Lac and decrease in investments amounting to ` 17.68 Lac. FY ended March 31, 2009 For FY 2009, our Company has negative cash flow from Investing activities amounting to ` 195.26 Lac mainly due to payment for purchase of fixed assets of ` 196.74 Lac. FY ended March 31, 2008 For FY 2008, our Company has negative cash flow from Investing activities amounting to ` 61.04 Lac mainly due to payment for purchase of fixed assets of ` 56.06 Lac and increase in investments of ` 4.98 Lac.

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FY ended March 31, 2007 For FY 2007, our Company has negative cash flow from Investing activities amounting to ` 38.04 Lac mainly due to payment for purchase of fixed assets of ` 31.96 Lac and increase in investments of ` 6.08 Lac. Further we also have negative cash flow from Financing activities amounting to ` 5.07 Lac mainly due to proceeds from borrowings of ` 6.15 Lac, Dividend paid ` 1.50 Lac and Interest paid amounting to ` 9.72 Lac. Related Party Transactions For details of related party transactions, please refer to the “Annexure XIII” titled “Statement of Related Party Transactions” beginning on page 156 in Chapter titled “Auditors’ Report and Financial Information of our Company”of this Draft Red Herring Prospectus. Financial Market Risks We are exposed to financial market risks from changes in borrowing costs, interest rates and inflation. Interest Rate Risk Our interest rate risk results from changes in interest rates, which may affect our finance expenses. We bear interest rate risk with respect to the debts, which we have for the period ended March 31, 2011, since the interest rates could fluctuate in the near future. Any rise in interest rates would result in higher interest payment. Effect of Inflation We are affected by inflation as it has an impact on the operating cost, staff costs, fuel cost etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact. Foreign Exchange Fluctuations Currently, we have income in foreign currency as commission/incentive received for the examinations conducted. Expenditure in foreign currency involves payment for examination fees, travelling expense. For FY 2011, our foreign currency income was ` 2.92 Lac for commission received on examinations and expenditure includes ` 7.76 Lac for examinations conducted and ` 0.99 Lac for travelling expenses. FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS: Several factors influence our results of operations, financial condition and cash flow significantly. The key factors affecting our operations include: 1. Unusual or infrequent events or transactions.

There have been no unusual or infrequent events or transactions that have taken place. 2. Significant economic changes that materially affected or are likely to affect income from

continuing operations.

Government’s focus on the Information Technology sector will have a major bearing on the companies involved in this industry. Accordingly, any major changes in the policies of the Government may have an impact on our operations except the above, there are no significant economic changes that may materially affect or likely to affect income from continuing operations.

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3. Known trends or uncertainties that have had or are expected to have a material adverse

impact on sales, revenue or income from continuing operations.

Other than described in the Chapters titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on pages 12 and 165, respectively of this Draft Red Herring Prospectus, to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our revenues or income from continuing operations.

4. Future changes in relationship between costs and incomes

Other than described in the Chapters titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on pages 12 and 165, respectively of this Draft Red Herring Prospectus, to our knowledge there are no known factors which will have a material adverse impact on our operations and finances.

5. Extent to which material increases in net sales or revenue are due to increased sales volume,

introduction of new products or services or increased sales prices. For details, please refer to Chapters titled “Business Overview” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” beginning on pages 91 and 165, respectively of this Draft Red Herring Prospectus. 6. Total turnover of each major industry segment in which the issuer company operated. Please refer to Chapter titled ‘Industry Overview’ beginning on page 81 of this Draft Red Herring Prospectus.

7. Status of any publicly announced new products or business segment. Our Company has not announced any new product and segment except in the ordinary course of our business.

8. Seasonality in our operations

There is no seasonality in our operations. 9. Any significant dependence on a single or few customers

The % of contribution of the Company’s customers in sales and income from operations is given below:

(` in Lac) Particulars

Year ended 31.03.2011 Year ended 31.03.2010

Top 5 customers 53.02% 48.04%

10. Competitive conditions Competitive conditions are as described under the Chapter titled “Business Overview” beginning on page 91 of this Draft Red Herring Prospectus.

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SECTION VI - LEGAL AND OTHER REGULATORY INFORMATION

OUTSTANDING LITIGATIONS, MATERIAL DEVELOPMENTS AND OTHER DISCLOSURES

Except as stated in this Draft Red Herring Prospectus, there is no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding initiated for offence (irrespective of whether specified in paragraph (I) of Part I of Schedule XIII of the Companies Act) or litigation for tax liabilities against our Company, our Directors or our Promoters or companies promoted by our Promoters and there are no defaults to banks/financial institutions, non-payment of or overdue statutory dues, or dues towards holders of any debentures, bonds and fixed deposits and arrears of preference shares, other unclaimed liabilities of our Company and no disciplinary action has been taken by SEBI or any stock exchanges against our Company, our Promoters or Directors. Further, except as stated in this Draft Red Herring Prospectus, there are no past cases in which penalties have been imposed on our Company or our Promoters, Directors or companies promoted by our Promoters by concerned authorities, and there is no outstanding litigation against any other company whose outcome could have a material adverse effect on the position of our Company. Neither our Company nor our Promoters, members of the Promoter Group, Subsidiary, associates and Directors have been declared as willful defaulters by the RBI or any other Governmental authority and, except as disclosed in this section in relation to litigation, there are no violations of securities laws committed by them in the past or pending against them. A) LITIGATION AGAINST OUR COMPANY, PROMOTERS, DIRECTORS AND GROUP

COMPANIES I. Cases filed against our Company Pending Labour Court Case at Delhi Our Company had entered into a Service Agreement dated April 1, 2009 with Johnson and Johnson Limited (“J&J”) for the purpose of providing IT support services. Pursuant o the said agreement, our Company had deputed one of our employees named Mr. Rishi Prakash (“Complainant”) at the premises of J&J. Subsequently, the said Complainant resigned from our Company on September 1, 2009 for taking up employment at some other place. However, no formal notice of resignation was given by him to our Company. Subsequently, he filed a labour dispute in the Labour Court at Karakrdooma, Delhi against our Company and J&J, alleging that he was an employee of J&J and his services were wrongly terminated by Johnson. Further, he alleged that the agreement between J&J and our Company was invalid. Subsequently, J&J filed a reply dated July 23, 2010 in the abovementioned court inter-alia denying the contentions of the Complainant and praying for the dispute to be held as “not maintainable”. Further, in its reply, J&J has also stated that the said Complainant was not an employee of J&J but an employee of our Company. Further, in our reply dated March 7, 2011, we reiterated the contention of J&J that the Complainant was never an employee of J&J and he was always under the employment of our Company. The said dispute is still pending. II. Cases filed by our Company Notice for Dishonour of Cheque Our Company was occupying certain premises on license granted by one M/s Gupta General Stores (“Licensor”). On surrender of the license, the said Licensor issued a cheque of ` 1,31,617/- dated March 21, 2010 for refund of the security deposit. However, when we deposited the said cheque in the bank, the same was returned with the remark “Funds Insufficient”. Subsequently, our Company issued a demand notice to the Licensor dated April 19, 2010 through its advocate, calling upon the Licensor to pay the amount mentioned in the said cheque. However, since no payment was forthcoming, we filed a complaint under section 138 of the Negotiable Instruments Act, 1881 before the Learned Metropolitan Magistrate’s Court at Andheri, Mumbai on June 16, 2010 with a delay of 14 days. Further, we have

176

also submitted an application for condonation of delay before the said court, which is still pending hearing. III. Claims and notices from statutory authorities

(a) Proceedings under FEMA

Nil

(b) Service Tax Cases

Nil (c) Income Tax Cases Nil

(d) Sales Tax/ VAT Cases Nil

IV. Cases filed against our Promoters/Directors

Nil

V. Cases filed by our Promoters/Directors

Nil

VI. Claims and notices from statutory authorities pertaining to our Promoters/Directors

Nil

VII. Cases filed against the Group Companies

Nil

VIII. Cases filed by the Group Companies Nil IX. Claims and notices from statutory authorities against the Group Companies Nil B) PENALTIES IMPOSED IN PAST CASES IN THE LAST FIVE YEARS Penalty Proceedings under the Income Tax Act Our Company had filed a return of fringe benefit on November 29, 2006 for the Assessment Year 2006 – 2007 declaring fringe benefit of ` 4,00,600/- (Rupees Four Lac Six Hundred only). On verification of the Profit and Loss Account by the Income Tax Authority, it was found that our Company had not considered sales promotion expenses for the purposes of calculation of fringe benefit tax. Therefore, by an Assessment Order dated December 29, 2008, the Income Tax Officer held that the sales promotion expenses shall be considered for calculation of fringe benefit tax and our Company failed to do so. Therefore, we had committed default as per the provisions of section 271 (1) (d) of the Income Tax Act, 1961 and penalty proceedings were to be initiated against us. However, we have not received any notice/communication from the Income Tax Officer pursuant to the said Assessment Order.

177

Penalty levied under the Maharashtra Value Added Tax Act By an Assessment Order dated December 15, 2008 passed by the Sales Tax Officer, it was ordered that since we had not filed returns for the period July 1, 2008 to September 30, 2008, the Sales Tax Officer passed the “Best Judgment Assessment” order without issuing any notice to us (which would be cancelled on filing of the returns by us). Under the said order, we were required to pay MVAT of ` 6,34,144/- and a penal interest of ` 20,081/-. However, pursuant to the said order, our Company has filed the relevant returns and therefore, the said demand has been waived by the Sales Tax Officer. C) AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS

Based on the information available with our Company, there are no suppliers to our Company who are registered under the Micro, Small Scale and Medium Enterprises Development Act, 2006 as at March 31, 2011. Further, there are no Creditors as on March 31, 2011 having balance of more than ` 1,00,000/- and pending for more than 30 days. Material developments occurring after the last Balance Sheet Date Except as disclosed in the Chapter titled “Management Discussion and Analysis of Financial Conditions and Results of Operations” at page no.165 of this Draft Red Herring Prospectus, there are no material developments which would affect the business and operations of our Company. Adverse Events There has been no adverse event affecting the operations of our Company, occurring within one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI.

178

GOVERNMENT AND OTHER STATUTORY APPROVALS Except for pending approvals mentioned under this heading, our Company has received the necessary material consents, licenses, permissions and approvals from the Government and various Government agencies required for our present business and carrying on our business activities. It must be distinctly understood that, in granting these approvals, the Government of India does not take any responsibility for our financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. Unless otherwise stated, these approvals are all valid as of the date of this Draft Red Herring Prospectus. A. APPROVALS FOR THE ISSUE

The following approvals have been obtained or will be obtained in connection with the Issue:

Our Board of Directors has, pursuant to a resolution passed at its meeting held on August 22, 2011 authorized the Issue subject to the approval by the shareholders of our Company under Section 81 (1A) of the Companies Act, such other authorities as may be necessary;

The shareholders of our Company have approved this Issue under Section 81 (1A) of the

Companies Act, 1956 vide a Special Resolution passed at our Company’s Extra-Ordinary General Meeting held on September 2, 2011;

In-principle approval for listing from the National Stock Exchange of India Limited dated [●];

and

In-principle approval for listing from the Bombay Stock Exchange Limited dated [●].

B. APPROVALS/LICENSES/PERMISSIONS RECEIVED TO CONDUCT OUR BUSINESS

Sr. No.

Nature of Registration/License

Registration /License No.

Issuing Authority Date of Issue

Date of Expiry

Constitutional Registration

1. Certificate of Incorporation 11-114091 Assistant Registrar of Companies, Maharashtra,

Mumbai.

March 20, 1998

N/a

2. Fresh Certificate of Incorporation consequent upon change of name.

-- Registrar of Companies, Maharashtra,

Mumbai.

July 7, 2000 N/a

3. Fresh Certificate of Incorporation consequent upon change of name on conversion to Public Limited Company

-- Assistant Registrar of Companies, Maharashtra,

Mumbai

July 17, 2010

N/a

4. Fresh Certificate of Incorporation consequent upon change of name.

-- Deputy Registrar of Companies, Maharashtra,

Mumbai

October 28, 2010

N/a

Taxation Registration

1. Tax Deduction Account Number (TAN)

MUMI03852C Income Tax Department

June 15, 2011

N/a

2. Permanent Account Number

AABCB3675L Commissioner of Income Tax

March 20, 1998

N/a

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3. Provident Fund Registration.

MH/PE/APP/9/345/448 Office of the Regional Provident

Fund Commissioner.

November 27, 1998

N/a

4. ESIC 35-765-101 Deputy Director, Regional Office

Maharashtra

February 15, 2002

N/a

Other Approvals

1. Memorandum for micro, small or medium enterprise

Entrepreneur Memorandum No.

27222200589

Deputy Director of Industries, Maharashtra

June 22, 2011 N/a

2. Trade Mark Registration

Trade Mark No. 1741738 In class 35

Trade Marks Registry, Mumbai

February 2, 2011

October 8, 2018

3. Trade Mark Registration Trade Mark No. 1741739 In class 37

Trade Marks Registry, Mumbai

February 2, 2011

October 8, 2018

4. Trade Mark Registration Trade Mark No. 1741740 In class 41

Trade Marks Registry, Mumbai

January 29, 2011

October 8, 2018

5. Trade Mark Registration Trade Mark No. 1736270 In class 35

Trade Marks Registry, Mumbai

January 29, 2011

September 24, 2018

6. Certificate of Importer-Exporter Code (IEC)

0309026113 Foreign Trade Development

Officer, Ministry of

Commerce and Industry,

Government of India

July 17, 2009 N/a

7. Quality Management System - ISO 9001: 2008 (for providing IT services)

--

Managing Director, BSI

India

October 10, 2011

August 9, 2014

8. Centralised Service Tax Registration

S.T./ M.V./ MCS/ REG/050/2001

Office of the Commissioner of Central Excise.

August 24, 2001

N/a

9. Service Tax Registration

AABCB3675LST001 Superintendent, Central Excise Service Tax, Division-IV,

Mumbai.

December 7, 2007

N/a

10. Bombay Shops and Establishment Registration (for the Registered Office)

760148025/Commercial II Inspector, Bombay Shops

and Establishment

July 8, 2010 December 31, 2011

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11. CST 27500534434C May 16, 2006

12. Professional Tax Enrolment Certificate

PT/E/1/1/34/18/2354 Profession Tax Officer,

Enrolment Registration Br.

Mumbai

May 16, 2006 N/a

13. License under the Contract Labour (Regulation and Abolition) Act , 1970

DYCL/CLA/ Lic No 706- D- 27/28

Licensing Officer, Government of

Maharshtra

April 27, 2011 December 31, 2011

PENDING GOVERNMENT APPROVALS We have applied for the registration under respective Shops and Establishments laws for our Self-operated Education Centers at Dadar, Vashi, Nagpur, Thane, Andheri, Jalgaon, Pune, Kolkata and Ahemdabad.

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OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Issue The Issue has been authorized by a resolution of the Board passed at their meeting held on August 22, 2011, subject to the approval of shareholders through a special resolution to be passed pursuant to section 81 (1A) of the Companies Act. The shareholders of our Company have approved this Issue under section 81 (1A) of the Companies Act, 1956 vide a Special Resolution passed at our Company’s Annual General Meeting held on September 02, 2011. Prohibition by SEBI or RBI Our Company, our Directors, our Promoters, our Promoter Group, the Group Companies and companies or entities with which our Company’s Directors are associated as Directors / Promoters / partners have not been prohibited from accessing or operating in the capital markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI. The listing of any securities of our Company has never been refused at anytime by any of the Stock Exchanges in India. Our Company, our Promoters, their relatives, Group Companies have not been identified as willful defaulters by RBI/government authorities and there are no violations of securities laws committed by them in the past or pending against them. None of the Directors are associated with any entities, which are engaged in securities market related business and are registered with SEBI for the same. Eligibility for the Issue Our Company is an ‘unlisted issuer’ in terms of the SEBI ICDR Regulations; and this Issue is an “Initial Public Offer” in terms of the SEBI ICDR Regulations. Our Company is eligible for the make the Issue in accordance with clause (1) of Regulation 26 of the SEBI ICDR Regulations as explained hereunder. The conditions prescribed under clause (1) of Regulation 26 of the SEBI (ICDR) Regulations, 2009 are as follows: our Company has net tangible assets of at least ` 3 crores in each of the preceding 3 full years

(of 12 months each), of which not more than 50% is held in monetary assets: Provided that if more than 50% of the net tangible assets are held in monetary assets, the Issuer has made firm commitments to utilise such excess monetary assets in its business or project;

Our company has a track record of distributable profits in terms of Section 205 of the Companies Act, 1956, for at least three (3) out of immediately preceding five (5) years; Provided further that extraordinary items shall not be considered for calculating distributable profits in terms of Section 205 of Companies Act, 1956;

Our Company has a net worth of at least ` 1 crore in each of the preceding three full years (of twelve months each);

The aggregate of the proposed issue and all previous issues made in the same financial year in terms of issue size does not exceed five times its pre-issue net worth as per the audited balance sheet of the preceding financial year; and

Our Company has changed its name within the last one year. However, the entire business operations have remained same without any addition or deletion. The name of our Company was changed to better represent the business strategy of expanding our IT Infrastructure Management Services beyond India to global level.

The net tangible assets, monetary assets, net profits and net worth as derived from the financial statements (restated), included in this Draft Red Herring Prospectus under the Section titled “Financial Statements” as at, and for the last five years ended March 31, 2011 as per our Statutory Auditors Certificate dated September 23, 2011 is set forth below:

182

(` in Lac) Particulars March

31, 2011 March

31, 2010 March

31, 2009 March

31, 2008 March 31,

2007 Net tangible assets 2588.82 1251.60 760.47 366.70 199.24

Monetary assets 155.81 123.39 139.64 106.16 26.21

Monetary assets as a % of net tangible assets.

6.02% 9.86% 18.36% 28.95% 13.15%

Distributable profit after tax excluding extra ordinary item.

957.09 412.00 192.18 38.30 24.63

Networth 1738.82 794.99 388.44 151.71 91.34 Notes: a) Net tangible assets is defined as the sum of fixed assets (including capital work-in-progress and

excluding revaluation reserves, if any), investments, current assets (excluding deferred tax assets) less current liabilities (excluding deferred tax liabilities and long term liabilities but excludes intangible assets as defined in AS 26 issued by ICAI

b) Monetary Assets include cash on hand and bank balances.

c) Distributable profit has been defined in terms of Section 205 of the Companies Act, 1956.

d) Net worth” means the aggregate of the paid up share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account

Further, in accordance with sub-regulation (4) of Regulation 26 of the SEBI ICDR Regulations, we shall ensure that the number of prospective allottees i.e. persons to whom the Equity Shares will be allotted in the Issue shall not be less than 1,000 failing which the entire application monies will be refunded forthwith. In case of delay, beyond 15 days if any, in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay. Disclaimer Clauses SEBI DISCLAIMER CLAUSE IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THIS ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, SAFFRON CAPITAL ADVISORS PRIVATE LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER, HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED

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SEPTEMBER 27, 2011 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS: 1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO

LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE.

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE

ISSUER, IT’S DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

a) THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN

CONFORMITY WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THIS ISSUE;

b) ALL THE LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE

REGULATIONS GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY THE BOARD, THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

c) THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE

TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED ISSUE (AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 AND OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELF, ALL THE INTERMEDIARIES NAMED IN

THE DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS VALID.

4. WE HAVE SATISFIED OURSELF ABOUT THE CAPABILITY OF THE

UNDERWRITERS TO FULFIL THEIR UNDERWRITING COMMITMENTS. – NOTED FOR COMPLIANCE

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN

OBTAINED FOR INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, SHALL NOT BE DISPOSED/ SOLD/ TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

6. WE CERTIFY THAT REGULATION 33 OF THE SECURITIES AND EXCHANGE

BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, WHICH RELATES TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

7. WE CERTIFY THAT SUB-REGULATION (4) OF REGULATION 32 AND CLAUSE (C)

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AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 ARE SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO THE SECURITIES AND EXCHANGE BOARD OF INDIA. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTER’S CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. NOT APPLICABLE

8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH

THE FUNDS ARE BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

9. WE CONFIRM THAT NECESSARY ARRANGEMENTS SHALL BE MADE TO ENSURE THAT THE MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 73 OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE DRAFT RED HERRING PROSPECTUS. WE SHALL ENSURE THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION. – NOTED FOR COMPLIANCE

10. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED

HERRING PROSPECTUS THAT THE INVESTORS SHALL BE ALLOTTED SHARES IN THE DEMAT OR PHYSICAL MODE ONLY. - NOT APPLICABLE

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE

SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE

DRAFT RED HERRING PROSPECTUS:

a. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME THERE SHALL BE ONLY ONE DENOMINATION FOR THE EQUITY SHARES OF THE COMPANY AND

b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH

DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009 WHILE MAKING THE ISSUE.

14. WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS

BEEN EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS, PROMOTERS EXPERIENCE, ETC.

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15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE

WITH THE APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, CONTAINING DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY LIABILITIES UNDER SECTION 63 AND SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS. All legal requirements pertaining to the Issue will be complied with at the time of filing of the Red Herring Prospectus with the RoC in terms of Section 60B of the Companies Act. All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the RoC in terms of Sections 56, 60 and 60B of the Companies Act. Disclaimer from the Issuer and the Book Running Lead Manager Investors may note that our Company and BRLM accept no responsibility for statements made otherwise than in the Draft Red Herring Prospectus or in the advertisement or any other material issued by or at the instance of the Issuer and that any one, placing reliance on any other source of information including our Company’s website, www.itsourceindia.com, would be doing so at his own risk. All information will be made available by the Book Running Lead Manager, Underwriters, Syndicate members and our Company to the public and investors at large and no selective or additional information would be available for any section of the investors in any manner whatsoever including at road shows, presentations, in research or sales reports etc. We shall not be liable to the Bidders for any failure in uploading the Bids due to faults in any software/hardware system or otherwise. The BRLM accepts no responsibility save to the limited extent as provided in the Memorandum of Understanding entered into between the BRLM and our Company and the Underwriting Agreement to be entered into between the Underwriters and our Company. Neither our Company nor the Book Running Lead Manager or any other member of the Syndicate is liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Caution Investors that bid in this Issue will be required to confirm and will be deemed to have represented to our Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approval to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approval to acquire Equity Shares. Our Company and the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares. The BRLM and its associates and affiliates may engage in transactions with, and perform services for, our Company and Promoter Group Entities, affiliates or associates of our Company in the ordinary course of business and have engaged, and may in future engage, in the provision of financial services for which they have received, and may in future receive, compensation.

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Disclaimer in respect of Jurisdiction This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), trusts registered under the Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are authorized under their constitution to hold and invest in shares) and to NRIs, FIIs and Foreign Venture Capital Funds Registered with SEBI. The Draft Red Herring Prospectus does not, however, constitute an invitation to subscribe to shares issued hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession the Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe any such restrictions. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that the Draft Red Herring Prospectus was submitted to SEBI for its observations and SEBI has given its observation. Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and the Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the Draft Red Herring Prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the US Securities Act (“the Securities Act”) or any state securities laws in the United States and may not be issued or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), The Equity Shares shall be sold only outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. Disclaimer Clause of the Bombay Stock Exchange Limited As required, a copy of this Draft Red Herring Prospectus shall be submitted to BSE. The Disclaimer Clause as intimated by BSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. Disclaimer Clause of National Stock Exchange of India Limited As required, a copy of this Draft Red Herring Prospectus shall be submitted to NSE. The Disclaimer Clause as intimated by NSE to us, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus prior to the RoC filing. Disclaimer Clause of IPO Grading Agency [] Filing A copy of the Draft Red Herring Prospectus has been filed with the Securities Exchange Board of India at Corporation Finance Department, SEBI Bhavan, Plot No. C4-A, G Block, 3rd Floor, Bandra Kurla Complex, Bandra (E), Mumbai 400 051, India. A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered for registration to the RoC and a copy of the Prospectus to be filed under Section 60 of the Companies Act would be delivered for registration with RoC at the office of the Registrar of Companies,

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Office of Registrar of Companies, 100, Everest, Marine Drive, Mumbai 400002. Listing Application will be made to the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited for permission to deal in and for an official quotation of our Equity Shares. [●] will be the Designated Stock Exchange with which the basis of allotment will be finalized. If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock Exchanges, we shall forthwith repay, without interest, all moneys received from the applicants in pursuance of the Draft Red Herring Prospectus. If such money is not repaid within eight days after we become liable to repay it, i.e., from the date of refusal or within 10 weeks from the date of Bid/ Issue Closing Date, whichever is earlier, then we and all our Directors jointly and severally shall, on and from expiry of eight days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Our Company with the assistance of the Book Running Lead Manager shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at BSE and NSE are taken within twelve working days of Bid/Issue Closing Date. Consents Consents in writing of: our Directors; our Company Secretary, Sr. Manager- Accounts and Finance, and Compliance Officer; our Auditors; Bankers to our Company; Escrow Collection Bank(s)*; Refund Bank(s)*; Syndicate Members*; IPO Grading Agency; BRLM; the Registrar and the legal advisors to this Issue, to act in their respective capacities, have been obtained and will be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60 and Section 60B of the Companies Act and such consents have not been withdrawn up to the time of filing of this Draft Red Herring Prospectus with SEBI. *The aforesaid will be appointed prior to filing of the Red Herring Prospectus with RoC and their consents as above would be obtained prior to the filing of the Red Herring Prospectus with RoC. The said consents would be filed along with a copy of the Red Herring Prospectus with the Registrar of Companies, Mumbai, as required under Sections 60 and 60B of the Companies Act, 1956 and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus, for registration with the Registrar of Companies, Mumbai. In accordance with the Companies Act and the SEBI Regulations, M/s Suresh Surana and Associates, Chartered Accountants, our Company’s Statutory Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in the Draft Red Herring Prospectus and such consent and report has not been withdrawn up to the time of delivery of the Draft Red Herring Prospectus for registration with the RoC. Expert Opinion Except for the report of CARE in respect of Industry Chapter and IPO Grading of this Issue (a copy of which will be annexed to the Red Herring Prospectus as Annexure I), furnishing the rationale for its grading which will be provided to the Designated Stock Exchange, the Audit Reports of the Auditors of our Company on the restated financial information, and the Tax Benefit Statement by the Auditors of our Company included in this Draft Red Herring Prospectus, our Company has not obtained any expert opinions.

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Public Issue Expenses The expenses for this Issue include Issue management fees, IPO Grading Expenses, selling commissions, underwriting commission, printing and distribution expenses, fee payable to other intermediaries, statutory advertisement expenses and listing fees payable to the Stock Exchange, amongst others. The estimated Issue expenses are as under: Activity Expenses % of % of Issue

expenses* (` Lac)* Issue Size*

Lead management fees [●] [●] [●]

Registrar Fees [●] [●] [●]

Advisors [●] [●] [●]

Bankers to the Issue [●] [●] [●]

Advertisement and marketing expenses [●] [●] [●]

Underwriting, Brokerage and Selling commission [●] [●] [●] Printing and stationery (including expenses on transportation of the material)

[●] [●] [●]

Others (Filing fees with SEBI, BSE, NSE, IPO Grading fees, listing fees, travelling and other misc expenses)

[●] [●] [●]

Total *Will be incorporated at the time of filing of the Prospectus. Previous Public or Rights Issues in the last five years Our Company has not made any public or rights issue of Equity Shares/Debentures in the last five years. Previous Issue of Shares otherwise than for Cash Our Company has not issued any Equity Shares for consideration other than cash except as mentioned in the Chapter titled “Capital Structure” beginning on page 46 of the Draft Red Herring Prospectus. Commission or Brokerage on Previous Issues There has been no public issue of the Equity Shares in the past. Thus, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares of our Company since inception. Details of capital issue made during last three years in regard to the issuer company and other listed companies under the same management within the meaning of section 370(1)(B) of the Companies Act, 1956. There have been no capital issue during last 3 years made by us. There are no other listed companies under the same management within the meaning of Sec 370(1)(B) of the Act at present or during the last three years. Promise vis-à-vis Performance – Last 3 issues Our Company has not made any Public Issue in the past. Listed ventures of Promoters There are no listed ventures of our Promoters. Promise vis-à-vis Performance – Last One Issue of Group Companies There are no listed ventures of our Promoters.

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Outstanding Debentures or Bonds or Redeemable Preference shares There are no outstanding debentures or bonds or redeemable preference shares and other instruments outstanding issued by us as on the date of filing of the Draft Red Herring Prospectus. Stock Market Data This being an initial public offering of our Company, the Equity Shares of our Company are not listed on any stock exchange. Mechanism for redressal of Investors’ grievance The agreement between the Registrar to the Issue and our Company will provide for retention of records with the Registrar to the Issue for a period of at least three years from the last date of dispatch of letters of allotment, demat credit, refund orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances. All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the applicant, application number, number of Equity Shares applied for, amount paid on application, Depository Participant, and the bank branch or collection center where the application was submitted. All grievances relating to the ASBA process may be addressed to the Registrar with a copy to the relevant SCSB or the Syndicate/Sub-syndicate member, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB or Syndicate/Sub-syndicate member where the ASBA Form was submitted by the ASBA Bidders. Disposal of Investors’ Grievances and Redressal Mechanism Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB in case of Bidders applying through ASBA process for the redressal of routine investor grievances shall be seven Working Days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as expeditiously as possible. We have appointed Mr. Amol Patil as our Compliance Officer and he may be contacted in case of any pre issue/post issue related problems at the following address: 702, A-wing, Dipti Classic, Suren Road, Off. Andheri Kurla Road, Andheri (East), Mumbai 400093. Tel No: + 91-22-4222 3600 Fax No: + 91-22-4222 3601 Email: amolp@itsourceindia.com Our Company has not received any investor complaints during the three years preceding the filing of the Draft Red Herring Prospectus with SEBI. Further, no investor complaints are pending as on the date of filing the Draft Red Herring Prospectus with SEBI. Our Company does not have any listed group companies. Hence similar disclosures for the group companies is not applicable. Changes in Auditors during the last three years and reasons thereof There have been no changes in our Auditors for the last three years.

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Capitalization of Reserves or Profits during last five years Except as stated in the Chapter titled “Capital Structure” beginning on page 46 of the Draft Red Herring Prospectus, our Company has not capitalised its reserves or profits at any time during last five years. Revaluation of Assets during the last five years There has not been any revaluation of Assets during the last five years.

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SECTION VII – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being offered are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations, 2009, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, Bid cum Application Form, ASBA Bid cum Application Form the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Companies Act, our Memorandum and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The allottees will be entitled to dividend, voting rights or any other corporate benefits, if any, declared by us after the date of Allotment. For further details, please refer to Chapter titled “Main Provisions of Articles of Association” on page 234 of this Draft Red Herring Prospectus. Mode of Payment of Dividend We shall pay dividend to our Shareholders as per the provisions of the Companies Act and our Articles of Association. The declaration and payment of dividends will be recommended by our Board of Directors and our shareholders, in their discretion, and will depend on a number of factors, including but not limited to our earnings, capital requirements and overall financial condition. Face Value and Issue Price per Share The face value of the Equity Shares is ` 10 each. The price band is ` [] to ` [] and the Floor Price is [] times of the face value and the Cap Price is [] times of the face value. The Issue Price of ` [] is [] times the face value. At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable laws. The Issue Price will be determined by our Company in consultation with the BRLM on the basis of assessment of market demand for the Equity Shares offered by way of Book Building. Compliance with SEBI (ICDR) Regulations, 2009 Our Company shall comply with all requirements of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009, notified on August 26, 2009 as amended from time to time. Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the following rights: - Right to receive dividend, if declared; Right to attend general meetings and exercise voting rights, unless prohibited by law; Right to vote on a poll either in person or by proxy; Right to receive offer for rights shares and be allotted bonus shares, if announced; Right to receive surplus on liquidation; Right of free transferability; and

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Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act, the terms of the listing agreements with the Stock Exchange(s) and the Memorandum and Articles of Association our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights, dividend, forfeiture and lien and/or consolidation/splitting, please refer to the Chapter titled “Main Provisions of Articles of Association” beginning on page 234 of this Draft Red Herring Prospectus. Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per the existing SEBI (ICDR) Regulations, 2009, the trading in the Equity Shares shall only be in dematerialised form for all investors. Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allocation and Allotment through this Issue will be done only in electronic form in multiples of one Equity Shares to the successful Bidders subject to a minimum Allotment of [●] Equity Shares. For details of Allocation and Allotment, please refer to the paragraph titled “Method of Proportionate Basis of Allotment in the Issue” beginning on page 223 under Chapter titled “Issue Procedure” beginning on page 197 of this Draft Red Herring Prospectus. Nomination Facility to Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidders, may nominate any one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares transmitted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 109A of the Companies Act, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the equity share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of our Company. In accordance with Section 109B of the Companies Act, any person who becomes a nominee by virtue of the provisions of Section 109A of the Companies Act, shall upon the production of such evidence as may be required by the Board, elect either: a) to register himself or herself as the holder of the Equity Shares; or b) to make such transfer of the Equity Shares, as the deceased holder could have made. Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to make a separate nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail. If the investor wants to change the nomination, they are requested to inform their respective depository participant. BID/ISSUE Bidding /Issue Programme* BID/ISSUE OPENS ON [●] BID/ISSUE CLOSES ON [●]*

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BID/ISSUE CLOSES FOR NON QIB BIDDERS ON

[●]

* Our Company may consider closing the Bidding Period for QIB Bidders one day prior to the Bid/Issue Closing Date in accordance with the SEBI (ICDR) Regulations Minimum Subscription If our Company does not receive the minimum subscription of 90% of the offer through the offer document including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days, after our Company becomes liable to pay the amount, our Company shall pay interest prescribed under Section 73 of the Companies Act, 1956. If the number of allottees in the proposed Issue is less than 1,000 allottees, we shall forthwith refund the entire subscription amount received. If there is a delay beyond 15 days after we become liable to pay the amount, we shall pay interest at the rate of 15% per annum for the delayed period. Arrangements for Disposal of Odd Lots Since, our Equity Shares will be traded in dematerialized form only; the marketable lot is one (1) Equity Share. Therefore, there is no possibility of any odd lots. Restrictions, if any on Transfer and Transmission of Equity Shares For a detailed description in respect of restrictions, if any, on transfer and transmission of shares and on their consolidation/splitting, please refer to the Chapter titled “Main Provisions of Articles of Association” on page 234 of this Draft Red Herring Prospectus. Option to Receive Securities in Dematerialized Form Equity Shares being offered through this Draft Red Herring Prospectus can be applied for and will be allotted in dematerialized form only.

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ISSUE STRUCTURE The present Issue comprising of [] Equity Shares of ` 10/- each for cash at a price of ` [●] (including a premium of ` [●]) aggregating to ` 7,000 Lac is being made through the 100% Book Building process. The Issue shall constitute [●] % of the fully diluted post issue capital of our Company. Details of the Issue structure are tabulated below:

Particulars QIBs * Non Institutional Bidders Retail Individual Bidders

Number of Equity Shares available for allocation *

Not more than [●] Equity Shares

Not less than [●] Equity Shares or Issue less allocation to QIB Bidders and Retail Individual Bidders

Not less than [] Equity Shares or Issue less allocation to QIB Bidders and Non-Institutional Bidders

Percentage of Issue Size available for allocation

Not more than 50% of the Issue to the public (of which 5% shall be reserved for Mutual Funds) * Mutual Funds participating in the 5% reservation in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. The Unsubscribed portion, if any, in the Mutual Fund reservation will be available to QIBs.

Not less than 15% of the Issue to the public or Issue size less allocation to QIBs and retail individual bidders.*

Not less than 35% of the Issue to the public or Issue size less allocation to QIBs and non institutional bidders.*

Basis of Allocation if respective category is oversubscribed

In the QIB Portion, proportionate as follows : (a) upto [●] Equity Shares shall be available for allocation on a proportionate basis to Mutual Funds; and (b) [●] Equity Shares shall be allotted on a proportionate basis to all QIBs, including Mutual Funds receiving allocation as per (a) above.

Proportionate Proportionate

Minimum Bid

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000 and in multiples of [●] Equity Shares.

Such number of Equity Shares that the Bid Amount exceeds ` 2,00,000 and in multiples of [●] Equity Shares.

[●] Equity Shares and in multiples of [●] Equity Shares thereafter.

Maximum Bid

Not exceeding the size of the Issue, subject to regulations as applicable to the Bidder.

Not exceeding the size of the Issue, subject to regulations as applicable to the Bidder.

Such number of Equity Shares per retail individual investor so as to ensure that the Bid amount does not exceed ` 2,00,000 which has to be in multiples of [●] Equity Shares.

Mode of Allotment Compulsorily in dematerialized mode

Compulsorily in dematerialized mode

Compulsorily in dematerialized mode

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Particulars QIBs * Non Institutional Bidders Retail Individual Bidders

Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.

[●] Equity Shares and in multiples of [●] Equity Shares thereafter.

[●] Equity Shares and in multiples of [●] Equity Shares thereafter.

Allotment Lot [●] Equity Shares and in multiples of one Equity Share thereafter

[●] Equity Shares and in multiples of one Equity Share thereafter

[●] Equity Shares and in multiples of one Equity Share thereafter

Trading Lot/Market lot

One (1) Equity Share One (1) Equity Share One (1) Equity Share

Who can apply** Public financial institutions, as specified in Section 4A of the Companies Act, scheduled commercial banks, mutual funds, foreign institutional investor and sub-accounts registered with SEBI (other than subaccounts being foreign corporate or foreign individuals), multilateral and bilateral development financial institutions, venture capital funds registered with SEBI, foreign venture capital investors registered with SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of ` 2,500 Lac and pension funds with minimum corpus of ` 2,500 Lac, National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of the GoI published in the Gazette of India, in accordance with applicable law, insurance funds set up and managed by Army, Navy or Air Force of the Union of India and insurance funds set up and managed by the Department of Posts, India.

Resident Indian individuals, eligible NRIs, HUF, applying through their Karta, minors applying through their natural guardian companies, corporate bodies, scientific institution, societies, trust, sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals.

Resident Indian individuals (including HUF, applying through their Karta, minors applying through their natural guardian) and eligible NRIs applying for Equity Shares such that the Bid amount does not exceed ` 2,00,000 in value.

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Particulars QIBs * Non Institutional Bidders Retail Individual Bidders

Terms of payment

Full Bid Amount applicable to QIB Bidders at the time of submission of the ASBA Bid-cum-Application Form.

Full Bid Amount applicable to Non-institutional Bidder at the time of submission of the ASBA Bid-cum-Application Form.

Full Bid Amount applicable to Retail Individual Bidder at the time of submission of Bid-cum-Application Form to the Member of Syndicate or the ASBA Bid-cum-Application Form.

* Subject to valid bids being received at or above the Issue Price. Under-subscription, if any, in any

category, would be allowed to be met with spill over from any other categories, at the discretion of our Company in consultation with the BRLM subject to applicable provisions of SEBI ICDR Regulations.

**In case the Bid-cum-Application Form/ ASBA Form is submitted in joint names, the investors should

ensure that the demat account is also held in the same joint names and in the same sequence in which they appear in the Bid-cum-Application Form.

In case of ASBA Bidders, the SCSB shall be authorized to block such funds in the bank account of the ASBA Bidder that are specified in the ASBA Bid-cum-Application Form.

Note: Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in dematerialized form only.

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ISSUE PROCEDURE

This section applies to all Bidders. All Bidders can participate in the Issue through the ASBA process. Furthermore, pursuant to SEBI circular bearing number CIR/CFD/DIL/1/2011 dated April 29, 2011 Non-Institutional and QIBs Bidders Investors are mandatorily required to utilise the ASBA facility to participate in the Issue. ASBA Bidders should note that the ASBA process involves application procedures that are different from the procedure applicable to Bidders other than the ASBA Bidders. Bidders applying through the ASBA process should carefully read the provisions applicable to such applications before making their application through the ASBA process. Please note that all Bidders (except ASBA Bidders) are required to make payment of the full Bid Amount with the Bid cum Application Form. In case of ASBA Bidders, an amount equivalent to the full Bid Amount will be blocked by the SCSB at the time of Bidding. The information presented below is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate do not accept any responsibility for the completeness and accuracy of the information stated in this section, and are not liable for any amendment, modification or change in applicable law, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids do not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in this Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus. Book Building Procedure In terms of Rule 19(2)(b)(i) of the SCRR, this is an Issue for at least 25% of the post-Issue capital of our Company. Our Company is eligible for the Issue in accordance with Regulation 26(1) of the SEBI ICDR Regulations. Further, this Issue is being made through the Book Building Process wherein not more than 50% of the Issue shall be available for allocation to QIBs on a proportionate basis out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% and 35% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and Retail Individual Bidders, respectively, subject to valid Bids being received at or above the Issue Price. In the event of under-subscription, if any, in any category, the unsubscribed portion would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. Any Bidder may participate in this Issue through the ASBA process by providing the details of their respective bank accounts / bank account held by a third party (subject to conditions as set forth hereinbelow) in which the corresponding Bid amounts will be blocked by SCSBs. Non- retail investors are mandatorily required to make use of the ASBA facility. All Bidders including ASBA Bidders can submit their Bids through the Syndicate (at ASBA bidding locations). Pursuant to SEBI circular number CIR/CFD/DIL/1/2011 dated April 29, 2011, the Syndicate / sub-syndicate members may procure the ASBA Bid cum Application Form from investors in Mumbai, Chennai, Kolkata, Delhi, Ahmedabad, Rajkot, Jaipur, Bangalore, Hyderabad, Pune, Baroda, and Surat and submit the same to the SCSB. Syndicate/ sub-syndicate members are required to upload the bid and other relevant details of the ASBA Bid cum Application Form in the electronic bidding system provided by the Stock Exchanges and forward the same to the SCSBs. Bidders may note that in case the Depository Participant identification number, client identification number of the demat account of the Bidder, and PAN mentioned in the Bid cum Application Form or the ASBA Bid cum Application Form, as the case may be and entered into the electronic bidding system of the Stock Exchanges by the Members of Syndicate do not match with the Depository Participant identification number, client identification number of the demat account of the Bidder, and PAN available in the Depository database, the application Bid-cum-Application Form or the ASBA Form, as the case may be is liable to be rejected. With effect from August 16, 2010, the demat accounts for Bidders for which PAN details have not been verified, excluding Bid submitted on behalf of the Central Government or the State Government or officials appointed by a court and Bidders resident in

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the state of Sikkim, who, may be exempted from specifying their PAN for transacting in the securities market shall be “suspended credit” and no credit of Equity Shares pursuant to the Issue shall be made into accounts of such Bidders. The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under applicable laws, regulations or approvals. Bidders are advised to make their own enquiries about the limits applicable to them. Bid cum Application Form and ASBA Bid cum Application Form Retail Individual Bidders shall use only the specified Bid cum Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of the Red Herring Prospectus. Non- retail Bidders shall use the specified ASBA Bid cum Application Form, indicating the mode of payment option as being “ASBA” obtained from any member of the Syndicate, for the purpose of making a Bid in terms of the Red Herring Prospectus. Before being issued to Bidders, the Bid cum Application Form (except in relation to ASBA Bidders) shall be serially numbered. Bidders (other than ASBA Bidders) are required to submit their Bids through the Syndicate or their affiliates (at ASBA bidding locations). Such Bidders shall only use the specified Bid cum Application Form bearing the stamp of a member of the Syndicate for the purpose of making a Bid in terms of the Red Herring Prospectus. ASBA Bidders including QIBs and Non Institutional Bidders, shall submit the ASBA Bid cum Application Form either in physical or electronic form to the SCSB or to a member of the Syndicate (at ASBA Bidding Locations). (Syndicate / Sub – syndicate members at the ASBA Bidding Locations may procure the ASBA Bid cum Application Form from investors, upload the bid and details of ASBA Bid cum Application Form in the bidding platform and thereafter forward the ASBA Bid cum Application Form to SCSBs) authorizing blocking funds that are available in the bank account specified in the ASBA Bid cum Application Form used by ASBA Bidders (through the internet banking facility available with the SCSBs or such other electronically enabled mechanism for Bidding). SCSBs shall carry out further action for the ASBA Bid cum Application Forms such as signature verification, blocking of funds that available in the banks specified in the ASBA Bid cum Application Form and forward the ASBA Bid cum Application Forms to the Registrar to the Issue. The ASBA Bid cum Application Form will also be available on the websites of the BSE and the NSE at least 1 day prior to the Bid/Issue Opening Date and shall bear a unique application number. The BRLM, and the SCSBs will provide the hyperlink to BSE or NSE on their websites. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the Syndicate will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder, the acknowledgment slip. This acknowledgment slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder and the Bidder shall preserve this and should provide the same for any queries relating to non-Allotment of Equity Shares in the Issue. The Bid cum Application Form shall contain information about the Bidder and the price and number of Equity Shares that the Bidder wishes to Bid for. Bidders shall have the option to make a maximum of 3 Bids in the Bid cum Application Form and such options shall not be considered multiple Bids. On filing of the Prospectus with the RoC, the Bid cum Application Form or the ASBA Bid cum Application Form, as the case may be, shall be treated as a valid application form. On completion and submission of the Bid cum Application Form or the ASBA Bid cum Application Form, as the case may be, to a member of the Syndicate or the SCSB, the Bidder is deemed to have authorised our Company to make the necessary changes in the Red Herring Prospectus and the Bid cum Application Form/ ASBA Bid cum Application Form as would be required under the SEBI ICDR Regulations and other applicable laws, for filing the Prospectus with the RoC and as would be required by SEBI and/or the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. The prescribed colour of the Bid cum Application Form for various categories is as follows:

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Category Colour of Bid cum Application Form

Colour of ASBA Bid cum Application Form

Resident Indians and Eligible NRIs applying on a non-repatriation basis where the Bid Amount does not exceed Rs. 2 lacs

[●] [●]

Resident Indians and Eligible NRIs applying on a non-repatriation basis where the Bid Amount exceeds Rs. 2 lacs

Not applicable [●]

Non-Residents and Eligible NRIs applying on a repatriation basis where the Bid Amount does not exceed Rs. 2 lacs

[●] [●]

Non-Residents, Eligible NRIs, FVCIs Multilateral and bilateral development financial institutions and FIIs applying on a repatriation basis where the Bid Amount exceeds Rs. 2 lacs

Not applicable [●]

Who can Bid?

Indian nationals resident in India who are majors, in single or joint names (not more than three);

HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: Name of Sole or First Bidder: “XYZ Hindu Undivided Family applying through the Karta XYZ”, where XYZ is the name of the Karta. Bids by HUFs would be considered at par with those from individuals;

Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in equity shares;

Mutual Funds registered with SEBI; Indian financial institutions, commercial banks (excluding foreign banks), regional rural

banks, co-operative banks (subject to RBI regulations and SEBI regulations, as applicable); Multilateral and bilateral development financial institution; Venture capital funds registered with SEBI; Foreign venture capital investors registered with SEBI subject to compliance with applicable

laws, rules, regulations, guidelines and approvals in the Issue; FIIs and sub-accounts registered with SEBI other than a sub-account which is a foreign

corporate or foreign individual subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue;

Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under the Non-Institutional Bidders category;

State Industrial Development Corporations; Insurance companies registered with the Insurance Regulatory and Development Authority; Provident funds with a minimum corpus of Rs.2500 Lac and who are authorized under their

constitution to hold and invest in equity shares; Pension funds a with minimum corpus of Rs. 2500 Lac and who are authorized under their

constitution to hold and invest in equity shares; National Investment Fund set up by resolution F. No. 2/3/2005-DDII dated November 23,

2005 of Government of India published in the Gazette of India; Insurance funds set up and managed by army, navy or air force of the Union of India; Insurance funds set up and managed by the Department of Posts, India; Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under

any other law relating to trusts/societies and who are authorized under their respective constitutions to hold and invest in equity shares;

Eligible NRIs on a repatriation basis or on a non-repatriation basis subject to applicable local laws. NRIs other than Eligible NRIs are not eligible to participate in this Issue;

Scientific and/or industrial research organizations authorized under their constitution to invest in equity shares;

Limited Liability Partnerships (LLPs) registered in India and authorised to invest in equity shares; and

Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and approvals in the Issue.

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As per the existing regulations, OCBs are not eligible to participate in this Issue. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable laws. Participation by Associates and Affiliates of BRLM and Syndicate Members The BRLM and the Syndicate Members shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLM and the Syndicate Members are entitled to Bid for Equity Shares in the Issue, including in the QIB Portion and Non-Institutional Portion where the allocation is on a proportionate basis. Such Bidding and subscription may be on their own account or on behalf of their clients. Participation by eligible/permitted Sub-Accounts which are foreign corporates or foreign individuals Eligible / permitted Sub-Accounts which are foreign corporates or foreign individuals may Bid in the Non- Institutional Portion, subject to receipt of appropriate approvals from applicable regulatory authorities. Bids by Mutual Funds As per the SEBI ICDR Regulations, 5% of the QIB Portion, has been specifically reserved for Allocation to Mutual Funds on a proportionate basis. An eligible Bid by a Mutual Fund in the Mutual Fund Portion shall first be considered for allocation proportionately in the Mutual Fund Portion. In the event demand in the Mutual Fund Portion is greater than [●] Equity Shares, allocation shall be made to Mutual Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by Mutual Funds shall be available for allocation proportionately, after excluding the allocation in the Mutual Fund Portion, in the QIB Portion. In the event of under-subscription or non-allocation in the Mutual Fund Portion, the balance Equity Shares shall be added to the remaining QIB Portion. As per the current regulations, the following restrictions are applicable for investments by mutual funds: No mutual fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. These limits would have to be adhered to by the mutual funds for investment in this Issue. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. The Bids made by asset management companies or custodians of Mutual Funds shall clearly indicate the name of the concerned scheme for which Bids is being made. Bids by Non Residents including Eligible NRIs or FIIs or FVCIs on a repatriation basis There is no reservation in the Issue for Eligible NRIs or FIIs or FVCIs registered with SEBI. Such Eligible NRIs, FIIs and FVCIs registered with SEBI will be treated on the same basis as other categories for the purpose of allocation. In accordance with FEMA and the regulations framed thereunder. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

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Bids by Eligible NRIs Bid cum Application Forms for Eligible NRIs applying on a repatriation basis will be made available at our Registered Office and with the Syndicate (at ASBA bidding locations). ASBA Bid cum Application Forms will also be available with SCSBs and Members of the Syndicate in ASBA Bidding Centers. Eligible NRIs may please note that only such applications as are accompanied by payment in free foreign exchange or by debit to their Non Resident External (NRE)/ Foreign Currency Non Resident (FCNR) accounts shall be considered for Allotment under the Eligible NRI category on repatriable basis. The NRIs who intend to make payment through Non-Resident Ordinary (NRO) i.e. on non-repatriation basis accounts shall use the Bid cum Application Form meant for Resident Indians ([] in colour) and shall not use the forms meant for Eligible NRIs ([] in colour). All instruments accompanying Bids shall be payable in Mumbai only. Post Allotment, if any, on repatriable basis, our Company is required to file FC-GPR with the Reserve Bank of India through an authorised dealer along with a KYC (Know Your Client) report issued by their banker. Eligible NRIs who may be Allotted Equity Shares of our Company in the Issue are required to facilitate the issue of the above said report to be furnished to RBI. Non Resident Indian applicants may please note that only such applications as are accompanied by payment in free foreign exchange shall be considered for allotment under the reserved category. The Eligible NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts should use the form meant for Resident Indians and not use the forms meant for reserved category. Eligible NRIs Bidding under the Non- Institutional Portion are required to utilise the ASBA facility to submit their Bids. Bids by FIIs As per current regulations, the following restrictions are applicable for investments by FIIs: The issue of Equity Shares to a single FII should not exceed 10% of our post-Issue Paid-up capital (i.e. 10% of [•] Equity Shares). In respect of an FII investing in our Equity Shares on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of our total issued capital or 5% of our total issued capital in case such sub-account is a foreign corporate or a foreign individual. In accordance with the foreign investment limits applicable to our Company, such investment must be made out of funds raised or collected or brought from outside India through normal banking channels and the investment must not exceed the overall ceiling specified for FIIs. Under the portfolio investment scheme, the aggregate issue of equity shares to FIIs and their sub-accounts should not exceed 24% of post-issue Paid-up equity capital of a company. However, this limit can be increased to the permitted sectoral cap/statutory limit, as applicable to our Company after obtaining approval of its Board of Directors followed by a special resolution to that effect by its shareholders in their general meeting. As of the date of the Draft Red Herring Prospectus, our Company has not passed such resolution and the total foreign investment including FII investment cannot exceed 24% of our total issued capital unless approved by the shareholders of our Company. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of regulation 15A(1) of the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended (the “SEBI FII Regulations”), an FII, as defined in the SEBI FII Regulations, may issue, or otherwise deal in offshore derivative instruments (defined under the SEBI FII Regulations as any instrument, by whatever name called, which is issued overseas by an FII against securities held by it that are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms. The FII is also required to ensure that no further issue or transfer of any offshore derivative instrument issued by it is made to any persons that are not regulated by an appropriate foreign regulatory authority as defined under the SEBI FII Regulations. Associates and affiliates of the Underwriters, including the BRLM and the Syndicate Members that are FIIs may issue offshore derivative instruments against

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Equity Shares Allotted to them in the Issue. Any such offshore derivative instrument does not constitute any obligation of, claim on or an interest in, our Company. Bids by SEBI-registered Venture Capital Funds and Foreign Venture Capital Investors The SEBI (Venture Capital Funds) Regulations, 1996 and the SEBI (Foreign Venture Capital Investor) Regulations, 2000, each, as amended, prescribe investment restrictions on Venture Capital Funds and FVCIs respectively registered with the SEBI. Accordingly, the holding in any company by any individual venture capital fund or FVCI registered with the SEBI should not exceed 25% of the corpus of such venture capital fund or FVCI respectively. However, Venture Capital Funds or FVCIs may invest only upto 33.33% of their respective investible funds in various prescribed instruments, including in initial public offers. Pursuant to the SEBI (ICDR) Regulations, the shareholding of SEBI registered VCF and FVCI held in a company prior to making an initial public offering would be exempt from lock-in requirements only if the shares have been held by them for at least one year prior to the time of filing the Draft Red Herring Prospectus with SEBI. Bidders may please note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and/ or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their NRE accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Bids by limited liability partnerships In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. Bids by insurance companies In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration issued by IRDA must be attached to the ASBA Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended (the “IRDA Investment Regulations”), are broadly set forth below:

equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

the entire group of the investee company: the least of 10% of the respective fund in case of a

life insurer or 10% of investment assets in case of a general insurer or reinsurer (25% in case of ULIPS); and

The industry sector in which the investee company operates: 10% of the insurer’s total investment exposure to the industry sector (25% in case of ULIPS).

In addition, the IRDA partially amended the exposure limits applicable to investments in public limited companies in the infrastructure and housing sectors, i.e. December 26, 2008, providing, among other things, that the exposure of an insurer to an infrastructure company may be increased to not more than 20%, provided that in case of equity investment, a dividend of not less than 4% including bonus should have been declared for at least five preceding years. This limit of 20% would be combined for debt and

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equity taken together, without sub-ceilings. Further, investments in equity including preference shares and the convertible part of debentures shall not exceed 50% of the exposure norms specified under the IRDA Investment Regulations. Bids by provident funds/ pension funds In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ` 2,500 lac, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. Bids under Power of Attorney In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, FIIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with minimum corpus of Rs. 2,500 lacs (subject to applicable law) and pension funds with a minimum corpus of Rs2,500 lacs (in each case, subject to applicable law and in accordance with their respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged with the Bid cum Application Form / ASBA Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof. In addition to the above, certain additional documents are required to be submitted by the following entities: With respect to Bids by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the ASBA Bid cum Application Form, as applicable. Failing this, our Company reserves the right to accept or reject any Bid, in whole or in part, in either case, without assigning any reasons thereof. With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority, in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and Development Authority must be lodged with the Bid cum Application Form / ASBA Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid, in whole or in part, in either case, without assigning any reasons thereof. With respect to Bids made by provident funds with minimum corpus of Rs. 2,500 lacs (subject to applicable law) and pension funds with a minimum corpus of Rs. 2,500 lacs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum Application Form / ASBA Bid cum Application Form. Failing this, our Company reserves the right to accept or reject such bid, in whole or in part, in either case, without assigning any reasons thereof. Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form / ASBA Bid cum Application Form, subject to such terms and conditions that our Company , the BRLM may deem fit. Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar to the Issue that, for the purpose of printing particulars on the refund order and mailing of the Allotment Advice / refund orders / letters notifying the unblocking of the bank accounts of ASBA Bidders, the Demographic Details given on the Bid cum Application Form / ASBA Bid cum Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar to the Issue shall use Demographic Details as given on the Bid cum Application Form / ASBA Bid cum Application Form instead of those obtained from the Depositories. Bids and revision of Bids by Non-Residents, NRIs, FIIs and Foreign Venture Capital Funds registered with SEBI on a repatriation basis.

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Bids and revision to Bids must be made in the following manner: 1. On the prescribed Bid cum Application Form or the Revision Form, as applicable(Blue in colour), and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein. 2. In a single name or joint names (not more than three and in the same order as their Depositary Participant details). 3. Bids on a repatriation basis shall be in the names of individuals, or in the name of FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible NRIs for a Bid Amount of up to Rs. 200,000 would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than Rs. 200,000 would be considered under Non- Institutional Portion for the purposes of allocation The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their own independent investigations and are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Red Herring Prospectus. Maximum and Minimum Bid Size For Retail Individual Bidders: The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Share thereafter, so as to ensure that the Bid Amount payable by the Bidder does not exceed Rs. 2,00,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Amount does not exceed Rs. 2,00,000. If the Bid Amount is over Rs. 2,00,000 due to revision of the Bid or revision of the Price Band or on exercise of the option to be Bid at the Cut-off Price, the Bid would be considered for allocation under the Non-Institutional Portion only if the Bidding was done through ASBA. The option to Bid at the Cut-Off Price is given only to the Retail Individual Bidders, indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process. For Other Bidders (Non-Institutional Bidders and QIBs): The Bid must be for a minimum of such number of Equity Shares in multiples of [●] such that the Bid Amount exceeds Rs. 2,00,000. A Bid cannot be submitted for more than the Issue Size. However, the maximum Bid by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. A QIB Bidder cannot withdraw its Bid after the Bid/Issue Closing Date and is required to pay the entire Bid amount upon submission of the Bid. The identity of QIB Bidding in the Issue under the QIB Portion shall not be made public during the Issue Period. In case of revision in Bids, Non-Institutional Bidders who are individuals have to ensure that the Bid Amount is greater than Rs. 2,00,000 for being considered for allocation in the Non-Institutional Portion. If the Bid Amount reduces to Rs. 2,00,000or less due to a revision in Bids or revision of the Price Band, Bids by Non-Institutional Bidders who are eligible for allocation in the Retail Portion would be considered for allocation under the Retail Portion. Non-Institutional Bidders and QIBs are not allowed to Bid at the Cut-Off Price. Payments made upon any revision of Bids shall be adjusted against the payment made at the time of the original Bid or the previously revised Bid. The maximum and minimum Bid size applicable to a QIB, Retail Individual Bidder or a Non-Institutional Bidder shall be applicable to an ASBA Bidder in accordance with the category that such ASBA Bidder falls under. Information for the Bidders: The Red Herring Prospectus will be filed by our Company with the RoC at least 3 days before the Bid / Issue Opening Date. Copies of the Bid cum Application Form and the ASBA Bid cum Application Form, as also the Red Herring Prospectus will be available with the members of the Syndicate and at our Registered Office.

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For ASBA Bidders, Bid cum Application Forms in physical form will be available with the Designated Branches and with the members of the Syndicate; and electronic ASBA Bid cum Application Forms will be available on the websites of the Stock Exchanges and the Designated Branches of the SCSBs. Pursuant to SEBI circular number CIR/CFD/DIL/7/2010 dated July 13, 2010, ASBA Bid cum Application Forms shall be made available for download from the respective websites of the Stock Exchanges. Any Investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus and/or the Bid cum Application Form or the ASBA Bid cum Application Form can obtain the same from our Registered Office or from any of the members of the Syndicate. In addition, electronic ASBA Bid cum Application Forms shall be available on the websites of SCSBs. Furthermore, the SCSBs shall ensure that the abridged prospectus is made available on their websites. Our Company in consultation with the BRLM shall declare the Bid / Issue Opening Date and the Bid / Issue Closing Date (and the date on which our Company may decide to close the Bids for the QIBs) in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national daily newspapers (one each in English and Hindi) and in one regional daily newspaper with wide circulation, where the Registered Office of our Company is situated. This advertisement shall be in the prescribed format. Eligible Bidders who are interested in Bidding for the Equity Shares should approach any of the BRLM or the Syndicate Members or their authorised agent(s) to register their Bids. Eligible Bidders can approach the members of the Syndicate or their authorised agent(s) to submit their Bids under the ASBA process. It may be noted that QIBs and Non Institutional Investors are mandatorily required to submit their Bids through the ASBA facility, in order to participate in the Issue. The Bids should be submitted on the prescribed Bid cum Application Form or the prescribed ASBA Bid cum Application Form only, as the case may be. Bids by ASBA Bidders shall be accepted by the members of the Syndicate (and, in the ASBA Bidding Locations, by members of the Sub - syndicate) and Designated Branches of SCSBs in accordance with the SEBI ICDR Regulations and any other circulars issued by SEBI in this regard. Bid cum Application Forms or ASBA Bid cum Application Forms should bear the stamp of the members of the Syndicate or Designated Branch. Bid cum Application Forms or ASBA Bid cum Application Forms (except electronic ASBA Bid cum Application Forms), which do not bear the stamp of a member of the Syndicate or the Designated Branch, are liable to be rejected. Bidders are advised not to submit the Bid cum Application Form to Escrow Collection Banks and the same will be rejected in such cases and the Bidders will not be entitled to any compensation whatsoever. INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM Bidders other than ASBA Bidders can obtain Bid cum Application Forms and Revision Forms from the members of the Syndicate. ASBA Bidders can obtain ASBA Bid cum Application Forms and/or ASBA Revision Forms from the Designated Branches of the SCSBs and the members of the Syndicate (at ASBA Bidding Locations). ASBA Bidders can also obtain a copy of the ASBA Bid cum Application Forms and/or ASBA Revision Form in electronic form from the websites of the SCSBs and the Stock Exchanges. Bids and revisions of Bids must be:

Made only in the prescribed Bid cum Application Form or Revision Form, as applicable. Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the

instructions contained here, in the Bid cum Application Form or in the Revision Form. Bidders must provide details of valid and active DP-ID, client ID and PAN clearly and without error. Invalid accounts, suspended accounts or where such account is classified as invalid or suspended may not be considered for Allotment. Incomplete Bid cum Application Forms, Revision Forms or ASBA Bid cum Application Form, or Revision Forms or in the ASBA Revision Form are liable to be rejected. Bidders should note that the members of the

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Syndicate and/or the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms.

Information provided by the Bidders will be uploaded in the online IPO system by the

members of the Syndicate and the SCSBs, as the case may be, and the electronic data will be used to make allocation/Allotment. Bidders are advised to ensure that the details are correct and legible.

For Retail Individual Bidders (including Eligible NRIs), the Bid must be for a minimum of [●]

Equity Shares and in multiples of [●] thereafter subject to a maximum Bid Amount of ` 2,00,000. In case the Bid Amount is over ` 2,00,000 due to revision of the Bid or revision of the Price Band or on exercise of Cut-off option, the Bid would be considered for allocation under the Non-Institutional Bidders portion. The option to Bid at cut-off price is an option given only to the Retail Individual Bidders indicating their agreement to Bid and purchase at the final Issue Price as determined at the end of the Book Building Process.

For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number

of Equity Shares in multiples of [●] thereafter such that the Bid Amount exceeds ` 2,00,000. Bids cannot be made for over the Issue size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of equity shares that can be held by them under the applicable laws or regulations.

In a single name or in joint names (not more than three, and in the same order as their

Depository Participant details).

Thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal.

Bids through ASBA must be made only in the prescribed ASBA Bid cum Application Form

(if submitted in physical mode) or electronic mode. ASBA Bidders should correctly mention the ASBA Account number in the ASBA Bid cum Application Form and ensure that funds equal to the Bid Amount are available in the ASBA Account before submitting the ASBA Form to the respective Designated Branch.

If the ASBA Account holder is different from the ASBA Bidder, the ASBA Bid cum

Application Form should be signed by the account holder as provided in the ASBA Bid cum Application Form.

Submission of Bid cum Application Form All Bid cum Application Forms or Revision Forms (other than Bid cum Application Forms or Revision Forms used by ASBA Bidders) duly completed and accompanied by account payee cheques or drafts shall be submitted to the members of the Syndicate at the time of submission of the Bid. In case of physical ASBA Bids, the ASBA Bidder shall submit the Bid cum Application Form bearing the stamp of the Designated Branch or the member of the Syndicate at the relevant Designated Branch or the relevant member of the Syndicate at Syndicate ASBA Bidding Locations, respectively. In case the ASBA Bidder submits its Bid through a member of the Syndicate at a Syndicate ASBA Bidding Location, the Bid will be uploaded by that member of the Syndicate in the electronic bidding system of the Stock Exchanges and the Bid cum Application Form will then be forwarded to the concerned SCSB for further action including signature verification and blocking of funds. In case of application in electronic form, the ASBA Bidder shall submit the Bid cum Application Form either through the internet banking facility available with the SCSBs, or such other electronically enabled mechanism for bidding and blocking funds in the ASBA Account held with the SCSB, and accordingly register such Bids. The SCSB shall block an amount in the ASBA Account equal to the Bid Amount specified in the Bid cum Application Form. No separate receipts shall be issued for the money payable on the submission of Bid cum Application Form or Revision Form. However, the collection centre of the members of the Syndicate or the SCSB,

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as the case may be, will acknowledge the receipt of the Bid cum Application Forms or Revision Forms by stamping and returning to the Bidder the acknowledgement slip. This acknowledgement slip will serve as the duplicate of the Bid cum Application Form for the records of the Bidder and should be preserved for future reference including for investor grievances. GENERAL INSTRUCTIONS Dos:

Check if you are eligible to apply as per the terms of the Red Herring Prospectus under applicable laws, rules and regulations, guidelines and approvals;

Ensure that you have Bid within the Price Band;

Read all the instructions carefully and complete the Resident Bid cum Application Form ([●]

in colour), the Non-Resident Bid cum Application Form ([●] in colour), Resident ASBA Bid cum Application Form ([●] in colour), the Non-Resident ASBA Bid cum Application Form ([●] in colour), as applicable;

Ensure that the details about PAN, Depository Participant and Beneficiary Account are

correct, and the Beneficiary Account is activated, as Allotment of Equity Shares will be in the dematerialised form only;

Ensure that the Bids are submitted at the Bidding centres only on forms bearing the stamp of a

member of the Syndicate or the SCSB in case of ASBA Bidders (except in case of electronic ASBA Bid cum Application Forms); In case you are a Bidder other than an ASBA Bidder, ensure that your Bid is submitted at the bidding center only on a form bearing the stamp of a member of the Syndicate. In case you are an ASBA Bidder, the Bid should be submitted to a Designated Branch of an SCSB / Syndicate member, with which the ASBA Bidder or a person whose bank account will be utilised by the ASBA Bidder for bidding has a bank account and not to the Bankers to the Issue or collecting banks (assuming that such collecting banks are not SCSBs), our Company or the Registrar.With respect to ASBA Bids, ensure that you use the ASBA Bid-cum-Application Form specified for this purpose, and that such form is signed by the account holder in case the applicant is not the account holder. Ensure that you have mentioned the correct bank account number in the ASBA Bid-cum-Application Form;

Ensure that the full Bid Amount is paid for Bids submitted to the members of the Syndicate

and funds equivalent to the Bid Amount are blocked by the SCSBs in case of Bids submitted through the ASBA process;

Ensure that you have funds equal to the Bid Amount in your ASBA bank account of the

respective Designated Branch of the SCSB before submitting the ASBA Bid cum Application Form to the respective Designated Branch of SCSB / Syndicate member;

Ensure that the DP ID, the Client ID and PAN mentioned in the Bid cum Application Form

match with the DP ID, the Client ID and PAN available in the depository database;

Instruct your respective banks to not release the funds blocked in the bank account under the ASBA process;

Ensure that you request for and have received a TRS for all your Bid options;

Submit revised Bids to the same member of the Syndicate or Designated Branch of the SCSB

through whom the original Bid was placed and obtain a revised TRS/acknowledgement;

Except for Bids (i) on behalf of the Central or State Government and the officials appointed by the courts, and (ii) (subject to SEBI circular dated April 3, 2008) from the residents of the state of Sikkim, each of the Bidders should mention their PAN allotted under the I.T. Act. Applications in which the PAN is not matching with one entered by the Syndicate or the

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SCSB in the Bidding terminal and PAN as available with depositories for a given DP ID and client ID is liable to be rejected;

Ensure that the Demographic Details (as defined below) are updated, true and correct in all

respects;

Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which the beneficiary account is held with the Depository Participant. If the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid cum Application Form.

Ensure that the Depository Participant identification number (DP ID), the client identification

number (Client ID) and PAN mentioned in the Bid-cum-Application Form/ASBA Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or Designated Branches of the SCSBs, as the case may be, matches with the DP ID, Client ID and PAN available in the Depository database. The Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid-cum-Application Form/ASBA Bid-cum-Application Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Members or the Designated Branches of the SCSBs, as the case may be, do not match with the DP ID, Client ID and PAN available in the database of the depository, then such Bids are liable to be rejected.

Where the Bid cum Application Form / ASBA Bid cum Application Form is submitted in joint

names, ensure that the beneficiary account is also held in the same joint names and such names are in the same sequence in which they appear in the Bid cum Application Form / ASBA Bid cum Application Form. If the Bid cum Application Form is submitted in joint names, ensure that the beneficiary account is also held in same joint names and such names are in the same sequence in which they appear in the Bid cum Application Form;

In addition, ASBA Bidders should ensure that: the ASBA Bid-cum-Application Form is signed by the account holder in case the applicant is not the account holder; the correct bank account numbers have been mentioned in the ASBA Bid-cum-Application Form; the authorisation box in the ASBA Bid cum Application Form has been correctly checked, or an authorisation to the SCSB through the electronic mode has been otherwise provided, for the Designated Branch to block funds equivalent to the Bid Amount mentioned in the ASBA Bid cum Application Form in the ASBA Account maintained with a branch of the concerned SCSB; and an acknowledgement from the Designated Branch of the concerned SCSB or the Syndicate/ sub-syndicate member in designated cities for the submission of the ASBA Bid cum Application Form has been obtained. Dont’s:

Do not Bid for lower than the minimum Bid size.

For Bidders other than ASBA Bidders, do not submit a Bid without payment of the entire Bid Amount. In case you are an ASBA Bidder, do not Bid on another ASBA Bid cum Application Form or Bid cum Application Form after you have submitted a Bid to a Designated Branch of an SCSB or a Syndicate Member;

Do not Bid/revise the Bid to less than the Floor Price or higher than the Cap Price;

Do not Bid on another Bid cum Application Form after you have submitted a Bid to the

members of the Syndicate or the Designated Branch. In case you are an ASBA Bidder, do not

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Bid on another ASBA Bid cum Application Form or Bid cum Application Form after you have submitted a Bid to a Designated Branch of an SCSB or a Syndicate Member;

Do not pay the Bid Amount in cash, by money order or by postal order or by stockinvest and

in relation to ABSA Bidders in any other mode other than blocked amounts in the bank accounts maintained by SCSBs;

Do not send Bid cum Application Forms by post; instead submit the same to a member of the

Syndicate or Designated Branch, as applicable;

Do not Bid via any mode other than ASBA (for QIBs and Non-Institutional Bidders);

Do not Bid at the Cut-off Price (for QIB Bidders, Non-Institutional Bidders, for a bid amount exceeding Rs. 2,00,000);

Do not fill up the Bid cum Application Form or ASBA Bid cum Application Form such that

the Equity Shares Bid for exceed the Issue size and/or investment limit or maximum number of Equity Shares that can be held under applicable laws or regulations or the maximum amount permissible under applicable regulations or under the terms of the Red Herring Prospectus;

Do not submit more than five ASBA Bid cum Application Forms per bank account;

Do not Bid for amount exceeding Rs. 2,00,000 in case of a Bid by Retail Individual Bidders;

Do not submit the GIR number instead of the PAN as the Bid will be rejected on this ground;

Do not submit incorrect details of DP ID, Client ID and PAN or give details for which demat

account is suspended or for which such details cannot be verified by the Registrar; and

Do not Bid for allotment of Equity Shares in physical form.

Do not submit the Bid cum Application Forms to Escrow Collection Bank(s);

Do not submit a Bid if not competent to enter into a contract under the Indian Contract Act, 1872, as amended;

Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law

or their relevant constitutional documents or otherwise;

Do not submit a Bid that does not comply with the securities laws of your respective jurisdictions;

Do not submit the Bids without the full Bid Amount.

Method and Process of Bidding Our Company in consultation with the BRLM, shall decide the Price Band and the minimum Bid lot size for the Issue and the same shall be advertised in one English national daily newspaper, one Hindi national daily newspaper and one regional daily newspaper with wide circulation, where the Registered Office of our Company is situated, at least two Working Days prior to the Bid/ Issue Opening Date. The advertisement, subject to the provisions of Section 66 of the Companies Act, shall be in the format prescribed in Schedule XIII of the SEBI ICDR Regulations. The Price Band and the minimum Bid Lot for the Issue will be decided by our Company in consultation with the BRLM, including the relevant financial ratios computed for both the Cap Price and Floor Price. The Syndicate and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period. ASBA Bids can be submitted to SCSBs and Member of the Syndicate in ASBA Bidding Centres during the Bid / Issue Period.

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The Bid/ Issue Period shall be a minimum of three Working Days and not exceeding ten Working Days (including the days for which the Issue is open in case of revision in Price Band). In case the Price Band is revised, the revised Price Band and Bidding Period will be published in one English national daily, one Hindi national daily and one regional daily newspaper with wide circulation, where the Registered Office of our Company is situated and the Bid/ Issue Period may be extended, if required, by an additional three Working Days, subject to the total Bid/ Issue Period not exceeding ten Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be published in two national newspapers (one each in English and Hindi) and one regional daily newspaper with wide circulation, where the Registered Office of our Company is situated, and also by indicating the change on the website of the BRLM, and at the terminals of the members of the Syndicate. Each Bid cum Application Form / ASBA Bid cum Application Form will give the Bidder the choice to bid for upto three optional prices (for details refer to the paragraph entitled “Bids at Different Price Levels” below) within the Price Band and specify the demand (i.e. the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder at or above the Issue Price will be considered for Allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid. A Bidder cannot Bid on another Bid cum Application Form / ASBA Bid cum Application Form after his or her Bids on one Bid cum Application Form / ASBA Bid cum Application Form have been submitted to any member of the Syndicate or the SCSBs. Submission of a second Bid cum Application Form / ASBA Bid cum Application Form to either the same or to another member of the Syndicate or SCSBs will be treated as multiple Bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph titled “Built up of Book, Bids at Different Price Levels and Revision of Bids”. The members of the Syndicate/ SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a Transaction registration Slip, (TRS), for each price and demand option and give the same to the Bidder. Therefore, a Bidder can receive upto three TRSs for each Bid cum Application Form. During the Bid/ Issue Period, non-ASBA Bidders, who are interested in subscribing for the Equity Shares may approach any of the members of the Syndicate to submit their Bid. ASBA Bidders who are interested in subscribing to the Equity Shares may approach the SCSBs or Members of the Syndicate in ASBA Bidding Centres. All non- Retail Investors are compulsorily required to make use of the ASBA facility to submit their Bids. The member of the Syndicate shall accept Bids from all the Bidders and shall have the right to whet the Bids in accordance with the terms of the Syndicate Agreement and the Red Herring Prospectus. Bidders who wish to use the ASBA process should approach the Designated Branches of the SCSBs or the Member of the Syndicate in ASBA Bidding Centre to whom the ASBA Bid has been submitted to register their Bids. Along with the Bid cum Application Form, all Bidders (other than ASBA Bidders) will make payment in the manner described under the paragraph titled ‘Payment Instructions’ of the Draft Red Herring Prospectus. Upon receipt of the ASBA Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in the ASBA Bid cum Application Form, prior to uploading such Bids with the Stock Exchanges. In cases where the ASBA Bidder submits a Bid to a Member of the Syndicate, the Member of the Syndicate shall upload the Bid on the terminals of the Stock Exchanges and then forward it to the Syndicate ASBA Branches for blocking the Bid Amount. If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and such Bids shall not be uploaded with the Stock Exchanges.

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If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount mentioned in the ASBA Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request. The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal/ failure of the Issue or until withdrawal/ rejection of the ASBA Bid cum Application Form, as the case may be. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the Controlling Branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case of withdrawal/ failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue. Built up of Book, Bids at Different Price Levels and Revision of Bids The Bidders can Bid at any price within the Price Band, in multiples of Re.1.Bidders should ensure that the Bid is made only in the prescribed Bid cum Application Form or Revision Form, as applicable The Price Band and the minimum Bid Lot Size for the Issue shall be decided by our Company, in consultation with the BRLM, and advertised in three daily newspapers (one in English, one in Hindi, and in one regional daily newspaper, with wide circulation, where the Registered Office of our Company is situated,) at least two Working Days prior to the Bid/ Issue Opening Date. Bids must be Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the Bid cum Application Form or in the Revision Form. Incomplete Bid cum Application Forms or Revision Forms are liable to be rejected. Bidders should note that the members of the Syndicate and / or the SCSBs (as appropriate) will not be liable for errors in data entry due to incomplete or illegible Bid cum Application Forms or Revision Forms; Bid must contain Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. In accordance with SEBI ICDR Regulations, our Company, in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders reserves the right to revise the Price Band during the Bid/ Issue Period, provided the Cap Price shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price disclosed at least two Working Days prior to the Bid/ Issue Opening Date and the Cap Price will be revised accordingly. Our Company in consultation with the BRLM, can finalise the Issue Price within the Price Band inaccordance with this clause, without the prior approval of, or intimation, to the Bidders. Bidders can bid at any price within the Price Band. Bidders have to Bid for the desired number of Equity Shares at a specific price. Retail Individual Bidders applying for a maximum Bid in any of the bidding options not exceeding Rs. 200,000 may bid at Cut-off Price. However, bidding at Cut-off Price is prohibited for QIBs and Non-Institutional Bidders and such Bids from QIBs and Non-Institutional Bidders shall be rejected. Retail Individual Bidders who Bid at the Cut-off Price agree that they shall acquire the Equity Shares at any price within the Price Band. Retail Individual Bidders bidding at Cut-off Price shall deposit the Bid Amount based on the Cap Price. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders who Bid at Cut-off Price (i.e. the total number of Equity Shares allocated in the Issue multiplied by the Issue Price), the Retail Individual Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the Refund Account(s). In case of ASBA Bidder bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block amount based on the Cap Price.

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Bids registered by various Bidders through the members of the Syndicate and SCSBs shall be electronically transmitted to the BSE or NSE mainframe on a regular basis. The book gets built up at various price levels. This information will be available with the BRLM at the end of the Bid/ Issue Period. During the Bidding Period, any Bidder who has registered his or her interest in the Equity Shares at a particular price level is free to revise his or her Bid within the price band using the printed Revision Form, which is a part of the Bid cum Application Form. Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision Form. Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has bid for three options in the Bid cum Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed, in the Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate and the Designated Branches of the SCSBs. The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) of the Bid, the Bidders will have to use the services of the same members of the Syndicate or the SCSB through whom the Bidder had placed the original Bid. Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such Revision Form or copies thereof. In case of an upward revision in the Price Band announced as above, Retail Individual Bidders who had bid at Cut-Off Price could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band, (such that the total amount i.e., original Bid Amount plus additional payment does not exceed Rs. 200,000.00 if the Bidder wants to continue to Bid at Cut-off Price), with the members of the Syndicate or the SCSBs to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs. 200,000.00, the Bid will be considered for allocation under the Non Institutional Bidders category in terms of the Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut-off Price. In case of a downward revision in the Price Band, Retail Individual Bidders who have bid at Cut-off Price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Refund Account(s) or unblocked by the SCSBs, as applicable. Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of the Draft Red Herring Prospectus. With respect to the ASBA Bids, if revision of the Bids results in an incremental amount, the relevant SCSB or the Member of the Syndicate in ASBA Bidding Centre to whom the ASBA Bid has been submitted shall block the additional Bid amount. In case of Bids, other than ASBA Bids, the members of the Syndicate shall collect the payment in the form of cheque or demand draft if any, to be paid on account of upward revision of the Bid at the time of one or more revisions. In such cases, the members of the Syndicate will revise the earlier Bid details with the revised Bid and provide the cheque or demand draft number of the new payment instrument in the electronic book. The Registrar to the Issue will reconcile the Bid data and consider the revised Bid data for preparing the Basis of Allotment. When a Bidder has revised his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the Members of Syndicate. It is the Bidder’s responsibility to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid. Our Company, in consultation with the BRLM, shall decide the minimum number of Equity Shares for each Bid to ensure that the minimum application value is within the range of Rs. 5,000 to Rs. 7,000.

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The Syndicate Members may modify selected fields (viz. DP ID and Client ID) in the Bid details already uploaded upto one Working Day post the Bid/ Issue Closing Date. IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, EQUITY SHARES WILL BE ISSUED, TRANSFERRED AND ALLOTMENT SHALL BE MADE ONLY IN THE DEMATERIALISED FORM TO THE ALLOTTEES. ALLOTTEES WILL HAVE THE OPTION TO RE-MATERIALISE THE EQUITY SHARES, IF THEY SO DESIRE, AS PER THE PROVISIONS OF THE COMPANIES ACT AND THE DEPOSITORIES ACT IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. Bidder’s Depository Account and Bank Account Details, PAN Bidders should note that on the basis of the Sole/First Bidder’s Permanent Account Number, Depository Participant’s name, DP ID number and beneficiary account number provided by them in the Bid cum Application Form / ASBA Bid cum Application Form and as entered into the electronic bidding system of the Stock Exchanges by the members of the Syndicate and the SCSBs as the case may be, the Registrar to the Issue will obtain from the Depository the demographic details including the Bidder’s address, occupation, category, age and bank account details including the nine-digit Magnetic Ink Character Recognition (“MICR”) code as appearing on a cheque leaf (‘Demographic Details’). These Demographic Details would be used for giving refunds and allotment advice (including through physical refund warrants, direct credit, NECS, NEFT and RTGS) to the Bidders. It is mandatory to provide the bank account details in the space provided in the Bid cum Application Form / ASBA Bid cum Application Form and Bid cum Application Forms / ASBA Bid cum Application Forms that do not contain such details are liable to be rejected. Hence, Bidders are advised to immediately update their bank account details, PAN and Demographic Details as appearing on the records of the Depository Participant and ensure that they are true and correct. Failure to do so could result in delays in dispatch/credit of refunds to Bidders at the Bidders sole risk and neither the BRLM nor the Registrar to the Issue or the Escrow Collection Banks or the SCSBs nor our Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their depository account details in the Bid cum Application Form. Please note that in case the DP ID, Client ID and PAN mentioned in the Bid cum Application Form / ASBA Bid cum Application Form and entered into the electronic Bidding system of the Stock Exchanges by the members of the Syndicate, do not match with the DP ID, Client ID and PAN available in the depositories’ database, such Bid cum Application Form / ASBA Bid cum Application Form is liable to be rejected. IT IS MANDATORY FOR ALL THE BIDDERS TO RECEIVE THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR PAN, DP NAME, DP ID NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM / ASBA BID CUM APPLICATION FORM AS THE CASE MAY BE. INVESTORS MUST ENSURE THAT THE PAN, DP ID NUMBER AND BENEFICIARY ACCOUNT NUMBER GIVEN IN THE BID CUM APPLICATION FORM / ASBA BID CUM APPLICATION FORM AS THE CASE MAY BE IS EXACTLY THE SAME AS PROVIDED IN THE DEPOSITORY ACCOUNT. IF THE BID CUM APPLICATION FORM / ASBA BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM / ASBA BID CUM APPLICATION FORM. Since these Demographic Details will be used for all correspondence with the Bidders, they are advised to update the Demographic Details as provided to their Depository Participants. The Demographic Details given by Bidders in the Bid cum Application Form / ASBA Bid cum Application Form will not be used for any other purposes by the Registrar to the Issue.

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By signing the Bid cum Application Form / ASBA Bid cum Application Form, the Bidder would be deemed to have authorised the Depositories to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its records. Refund Orders (where refunds are not being made electronically) / Allotment Advice would be mailed at the address of the Bidder as per the Demographic Details received from the Depositories. Bidders may note that delivery of refund orders/ Allotment Advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Bidder in the Bid cum Application Form / ASBA Bid cum Application Form would be used only to ensure dispatch of refund orders. Any such delay shall be at the Bidders sole risk none of neither our Company, nor Escrow Collection Banks, the Designated Branch of the SCSBs, the Syndicate Members, the BRLM nor the Registrar to the Issue shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case of refunds through electronic modes as detailed in the Red Herring Prospectus, Bidders may note that refunds may be delayed if bank particulars obtained from the Depository Participant are incorrect. In case no corresponding record is available with the Depositories, which matches the three parameters, namely, Bidder’s PAN (in case of joint Bids, PAN of first applicant), the DP ID and the beneficiary’s identity, such Bids are liable to be rejected. PAYMENT INSTRUCTIONS Escrow Mechanism for Retail Individual Bidders other than ASBA Bidders Our Company, the Syndicate Members, the BRLM shall open Escrow Accounts with one or more Escrow Collection Bank(s) in whose favour the Bidders shall make out the cheque or demand draft in respect of their Bid and/ or revision of the Bid. Cheques or demand drafts received for the full Bid Amount from Bidders in a certain category would be deposited in the Escrow Account. The Escrow Collection Bank(s) will act in terms of the Red Herring Prospectus and an Escrow Agreement to be entered into amongst our Company, the BRLM, Escrow Collection Bank(s) and Registrar to the Issue. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Bank(s) shall transfer the monies represented by Allocation of Equity Shares (other than ASBA funds with the SCSBs) from the Escrow Account as per the terms of the Escrow Agreement, into the Public Issue Account with the Bankers to the Issue as per the terms of the Escrow Agreement. The balance amount after transfer to the Public Issue account shall be transferred to the Refund Account. Payments of refunds to the Bidders shall also be made from the Refund Account as per the terms of the Escrow Agreement and the Red Herring Prospectus. The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement between the Escrow Collection Bank(s), our Company, the Syndicate Members, the Registrar to the Issue along with the BRLM to facilitate collection from the Bidders. Payment mechanism for ASBA Bidders The ASBA Bidders shall specify the bank account number in the ASBA Bid cum Application Form and the relevant SCSB shall block an amount equivalent to the Bid Amount in the bank account specified in the ASBA Bid cum Application Form. The relevant SCSB shall keep the Bid Amount in the relevant bank account blocked until receipt of instructions from the Registrar to the Issue to unblock the Bid Amount. The Bid Amount shall remain blocked in the ASBA Account until finalisation of the Basis of Allotment in the Issue and consequent transfer of the Bid Amount to the Public Issue Account or until withdrawal/ failure of the Issue or until rejection of the Bid, as the case may be. Payment into Escrow Account for Bidders other than ASBA Bidders: Please note that non – Retail Bidders i.e. Non – Institutional Bidders and QIB Bidders, must compulsorily utilise the ASBA facility to submit their Bids.

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Each Bidder shall draw a cheque or demand draft or remit the funds electronically through the RTGS mechanism for the amount payable on the Bid and/ or on allocation/ Allotment as per the following terms: All Bidders would be required to pay the full Bid Amount at the time of the submission of the Bid cum Application Form. Retail Individual Bidders who do not utilise the ASBA facility shall, with the submission of the Bid cum Application Form, draw a payment instrument for the Bid Amount in favour of the Escrow Account and submit the same to the members of the Syndicate, as applicable. If the payment is not made favouring the Escrow Account along with the Bid cum Application Form, the Bid of the Bidder shall be liable to be rejected. The payment instructions for payment into the Escrow Account should be made in favor of: In case of Resident Retail Bidders: “Escrow Account – [�] Public Issue - R”; In case of Non Resident Retail Bidders: “Escrow Account – [�] Public Issue - NR”; In case of bids by NRIs applying on a repatriation basis, the payments must be made through Indian Rupee drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in the Non-Resident External (NRE) Accounts or the Foreign Currency Non-Resident Accounts (FCNR), maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of Non-Resident Ordinary (NRO) account of Non Resident Bidder bidding on a repatriation basis. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to the NRE Account or the Foreign Currency Non- Resident Account. In case of Bids by NRIs applying on non-repatriation basis, the payments must be made through Indian Rupee Drafts purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorised to deal in foreign exchange in India, along with documentary evidence in support of the remittance or out of a Non-Resident Ordinary (NRO) Account of a Non-Resident Bidder bidding on a non-repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR or NRO Account. In case of Bids by FIIs, the payment should be made out of funds held in Special Non Resident Rupee Account ‘SPNR’ along with documentary evidence in support of the remittance. Payment by drafts should be accompanied by bank certificate confirming that the draft has been issued by debiting to Special Non Resident Rupee Account ‘SPNR’. Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder from the Refund Accounts. The monies deposited in the Escrow Account will be held for the benefit of the Bidders (other than ASBA Bidders) till the Designated Date. On the Designated Date, the Escrow Collection Bank(s) shall transfer the funds from the Escrow Account, as per the terms of the Escrow Agreement, into the Public Issue Account with the Banker to the Issue. No later than 12 Working Days from the Bid/ Issue Closing Date, the Refund Bank shall refund all amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also the excess amount paid on Bidding, if any, after adjusting for allocation to the successful Bidders payments should be made by cheque, or a demand draft drawn on any bank (including a Co-operative bank), which is situated at, and is a member of or sub-member of the bankers’ clearing house located at the centre where the Bid cum Application Form is submitted. Outstation cheques/ bank drafts drawn on banks not participating in the

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clearing process will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stock invest/ money orders/ postal orders will not be accepted. Bidders are advised to mention the number of application form on the reverse of the cheque/ demand draft to avoid misuse of instruments submitted along with the Bid cum Application Form. In case clear funds are not available in the Escrow Accounts as per final certificates from the Escrow Collection Bank(s), such Bids are liable to be rejected. Payment by Stock invest In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.00/2003-04 dated November 5, 2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn. Hence, payment through Stock invest would not be accepted in this Issue. Payment by cash / money order Payment through cash/ money order shall not be accepted in this Issue. Other Instructions Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or First Bidder is one and the same. After submitting a bid using an ASBA Bid cum Application Form either in physical or electronic mode, where such ASBA Bid has been submitted to the SCSBs and uploaded with the Stock Exchanges or submitted to a Member of the Syndicate, an ASBA Bidder cannot Bid, either in physical or electronic mode, whether on another ASBA Bid cum Application Form, to either the same or another Designated Branch of the SCSB, or on a non-ASBA Bid cum Application Form. Submission of a second Bid in such manner will be deemed a multiple Bid and would be rejected. However, ASBA Bidders may revise their Bids through the Revision Form, the procedure for which is described in “Built up of Book, Bids at Different Price Levels and Revision of Bids”. More than one ASBA Bidder may Bid for Equity Shares using the same ASBA Account, provided that the SCSBs will not accept a total of more than five ASBA Bid cum Application Forms with respect to any single ASBA Account. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. It is clarified, however, that Bidders shall have the option to make a maximum of three Bids in the Bid cum Application Form and such options shall not be considered as multiple Bids. In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications are given below: All Bids will be checked for common PAN and Bids with common PAN will be accumulated and taken to a separate process file which would serve as a multiple master. In this master, a check will be carried out for the same PAN. In cases where the PAN is different, the same will be deleted from this master. The Bids will be scrutinized for DP ID and Beneficiary Account Numbers. In case applications bear the same DP ID and Beneficiary Account Numbers, these will be treated as multiple applications. ASBA Bids made by duplicate copies of the same ASBA Bid cum Application Form (i.e. two ASBA Bid cum Application Forms bearing the same unique identification number) shall be treated as multiple Bids and shall be rejected.

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Withdrawal of ASBA Bids QIBs cannot withdraw their ASBA Bids after the applicable Issue Closing Date. ASBA Bidders can withdraw their Bids during the Bidding Period by submitting a request for the same to the concerned SCSBs / the concerned Syndicate members who shall do the requisite, including deletion of details of the withdrawn ASBA Form from the electronic bidding system of the Stock Exchanges. Further the SCSBs shall unblock the funds in the ASBA Account either directly or at the instruction of the member of the Syndicate which had forwarded to it the ASBA Bid Cum Application Form. In case an ASBA Bidder (other than a QIB bidding through an ASBA Form) wishes to withdraw the Bid after the Bid Closing Date, the same can be done by submitting a withdrawal request to the Registrar to the Issue. The Registrar to the Issue shall delete the withdrawn Bid from the Bid file and give instruction to the SCSB for unblocking the ASBA Account after finalisation of the Basis of Allocation. Right to Reject Bids Our Company has a right to reject Bids based on technical grounds. In case of QIB Bidders Bidding in the QIB Portion, the Syndicate may reject Bids provided that such rejection shall be made at the time of acceptance of the Bid and the reasons for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders and Retail Individual Bidders, our Company has the right to reject Bids based only on technical grounds and/or as specified in the Red Herring Prospectus. Consequent refunds shall be made through any of the modes described in the Red Herring Prospectus and will be sent to the Bidder’s address at the Bidder’s risk. With respect to ASBA Bids, the Designated Branches of the SCSBs shall have the right to reject ASBA Bids if at the time of blocking the Bid Amount in the Bidder’s bank account, the respective Designated Branch of the SCSB ascertains that sufficient funds are not available in the Bidder’s bank account maintained with the SCSB. Subsequent to the acceptance of the ASBA Bid by the SCSB, our Company would have a right to reject the ASBA Bids only on technical grounds and/or as specified in the Red Herring Prospectus. Bids submitted by QIBs or Non Institutional Bidders who do not utilise the ASBA facility shall be rejected. Bids by persons prohibited from buying, selling or dealing in securities directly or indirectly by SEBI or any other regulatory authority shall be rejected by the BRLM. Grounds for Technical Rejections

Bidders are advised to note that Bids are liable to be rejected on technical grounds including:

Amount paid does not tally with the amount payable for the highest value of Equity Shares Bid for. With respect to ASBA Bids, the amounts mentioned in the ASBA Bid cum Application Form does not tally with the amount payable for the value of the Equity Shares Bid for;

Application on plain paper;

Applications by QIBs and Non Institutional Bidders which are not made through the ASBA

facility;

In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such shall be entitled to apply. However a limited liability partnerships can apply in its name;

Bid by persons not competent to contract under the Indian Contract Act, 1872, as amended,

including minors;

Age of first bidder not mentioned;

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PAN not stated in the Bid cum Application Form (except for Bids on behalf of the Central or

State Government, residents of Sikkim and the officials appointed by the courts);

GIR number furnished instead of PAN

Bids for lower number of Equity Shares than specified for that category of investors;

Bids at a price less than the Floor Price;

Bids at a price over the Cap Price;

Bids at Cut off Price by Non-Institutional Bidders and QIB Bidders;

Submission of more than five ASBA Bid cum Application Forms per ASBA Account;

Bids for number of Equity Shares which are not in multiples of [●];

Category not ticked;

Multiple Bids as described in the Red Herring Prospectus;

In case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant documents not being submitted;

Bids accompanied by cash, stockinvest, money order or postal order;

Signature of sole and/or joint Bidders missing. In addition, with respect to ASBA Bids, the

ASBA Bid cum Application form not being signed by the account holders, if the account holder is different from the Bidder;

Bid cum Application Form does not have the stamp of the BRLM, the Syndicate Members or

Designated Branches of the SCSBs (except for electronic ASBA Bids);

Bid cum Application Form does not have Bidder’s depository account details or the details given are incomplete or incorrect;

Bid cum Application Forms / ASBA Bid cum Application Forms are not delivered by the

Bidders within the time prescribed as per the Bid cum Application Form / ASBA Bid cum Application Forms, Bid/Issue Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red Herring Prospectus and the Bid cum Application Forms / ASBA Bid cum Application Forms;

In case no corresponding record is available with the Depositories that matches three

parameters namely, PAN (in case of joint Bids, PAN of the first applicant), the DP ID and the beneficiary’s account number;

Authorisation for blocking funds in ASBA not ticked or provided;

With respect to ASBA Bids, inadequate funds in the bank account to block the Bid Amount

specified in the ASBA Bid cum Application Form at the time of blocking such Bid Amount in the bank account;

Bids not uploaded in the electronic bidding system;

Bids for amounts greater than the maximum permissible amounts prescribed by applicable

law;

Bids by OCBs;

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Bids from within the United States or by U.S. persons (as defined in Regulation S);

Bids where clear funds are not available in the Escrow Accounts as per the final certificate

from the Escrow Collection Banks;

Bids by QIBs uploaded after 4.00 p.m. on the Issue Closing Date applicable to QIBs, Bids by Non- Institutional Bidders uploaded after 4.00 p.m. on the Issue Closing Date, and Bids by Retail Individual Bidders uploaded after 5.00 p.m. on the Issue Closing Date.

Bank account details for the refund not given;

Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly

by SEBI or any other regulatory authority;

Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; and

Bids that do not comply with the securities laws of their respective jurisdictions;

In case of ASBA Bid cum Application Forms submitted to the members of the Syndicate, if the SCSB whose name has been included in the ASBA Bid cum Application Form does not have a branch at the relevant ASBA Bidding Locations, as displayed on the websites of SEBI, to accept the ASBA Bid cum Application Forms; and Electronic Registration of Bids The members of the Syndicate and the SCSBs will register the Bids using the on-line facilities of the Stock Exchanges. There will be at least one on-line connectivity to each city where a stock exchange is located in India and where the Bids are being accepted. The BRLM, our Company and the Registrar to the Issue are not responsible for any acts, mistakes or errors or omission and commissions in relation to, (i) the Bids accepted by the members of the Syndicate and the SCSBs, (ii) the Bids uploaded by the members of the Syndicate and the SCSBs, (iii) the Bids accepted but not uploaded by the members of the Syndicate and the SCSBs or (iv) with respect to ASBA Bidders, Bids accepted and uploaded without blocking funds in the ASBA Accounts. However, the respective member of the Syndicate and / or the SCSBs shall be responsible for any errors in the Bid details uploaded by them. It shall be presumed that for the Bids uploaded by the SCSBs, the Bid Amount has been blocked in the relevant ASBA Account. The Stock Exchanges will offer a screen-based facility for registering Bids for the Issue. This facility will be available on the terminals of the members of the Syndicate, their authorized agents and the SCSBs during the Bid/ Issue Period. The Syndicate Member and the Designated Branches can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis. On the Bid/ Issue Closing Date, the members of the Syndicate and the Designated Branches of the SCSBs shall upload the Bids till such time as may be permitted by the Stock Exchanges. This information will be available with the BRLM at the end of the Bid/Issue Period . Bidders are cautioned that a high inflow of bids typically experienced on the last day of the bidding may lead to some Bids received on the last day not being uploaded due to lack of sufficient uploading time, and such bids that could not uploaded will not be considered for allocation. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday). The aggregate demand and price for Bids registered on the electronic facilities of NSE and BSE will be downloaded on a regular basis, consolidated and displayed on-line at all bidding centers. A graphical representation of the consolidated demand and price would be made available at the bidding centers and the websites of the Stock Exchanges during the Bid/Issue Period along with category wise details. At the time of registering each Bid (other than ASBA Bidder), the member of the Syndicate shall enter the following details of the Bidder in the on-line system:

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Name of the Bidder(s): Bidders should ensure that the name given in the Bid cum Application Form is exactly the same as the name in which the Depository Account is held. In case the Bid cum Application Form is submitted in joint names, Bidders should ensure that the Depository Account is also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form;

Investor Category such as Individual, Corporate, NRI, FII or Mutual Fund, etc.; Numbers of Equity Shares Bid for; Bid Amount; Price option; Cheque Amount; Cheque Number; Bid cum Application Form number; Depository Participant Identification Number and Client Identification Number of the Demat

Account of the Bidder; and PAN, except for Bids on behalf of the Central and State Governments, residents of the state of

Sikkim and officials appointed by the courts With respect to ASBA Bidders, at the time of registering each Bid, the Designated Branches of the SCSBs or the Member of the Syndicate in ASBA Bidding Centre to whom the ASBA Bid has been submitted shall enter the following information pertaining to the Bidder into the electronic bidding system:

Name of the Bidder(s). ASBA Bid cum Application Form Number. PAN (of First Bidder if more than one Bidder)

Investor Category and Sub-Category:

Retail Non-institutional QIBs (No sub category)

-Individual - Corporate - Other

- Mutual Funds - Financial Institutions - Insurance companies - Foreign Institutional Investors other than corporate and individual - Sub- accounts - Others

DP ID and client identification number Quantity Price Bank Account Number Cheque Number Cheque Amount A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It is the Bidder’s responsibility to request and obtain the TRS from the member of the Syndicate or the Designated Branches of the SCSBs. The registration of the Bid by the member of the Syndicate or the Designated Braches of the SCSBs does not guarantee that the Equity Shares shall be allocated either by the BRLM or the Syndicate Member or our Company. Such TRS will be non-negotiable and by itself will not create any obligation of any kind. It is to be distinctly understood that the permission given by the Stock Exchanges to use their network and software of the online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company and the BRLM are cleared or approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our management or any scheme or project of our Company; nor does it in any manner warrant, certify or

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endorse the correctness or completeness of any of the contents of the Red Herring Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges. Only Bids that are uploaded on the online IPO system of the Stock Exchanges shall be considered for allocation/ Allotment. The members of the Syndicate will be given upto one day after the Bid/ Issue Closing Date to verify DP ID and Client ID uploaded in the online IPO system during the Bid/ Issue Period after which the data will be sent to the Registrar to the Issue for reconciliation and Allotment of Equity Shares. In case of discrepancy of data between BSE or NSE and the members of the Syndicate or the Designated Branches of the SCSBs, the decision of our Company, in consultation with the BRLM and the Registrar to the Issue, shall be final and binding on all concerned. Price Discovery and Allocation After the Bid / Issue Closing Date, the Registrar to the Issue shall aggregate the demand generated under the ASBA process with the Bids received under the non-ASBA process to determine the demand generated at different price levels. Thereafter, the BRLM shall analyze the demand generated at various price levels and discuss pricing strategy with our Company. Based on the demand generated at various price levels, our Company in consultation with the BRLM shall finalise the Issue Price. In case of over-subscription in all categories, not more than 50% of the Issue shall be available for allocation on a proportionate basis to QIBs. 5% of the QIB Portion shall be available for allocation to Mutual Funds. Mutual Funds participating in the 5% share in the QIB Portion will also be eligible for allocation in the remaining QIB Portion. However, if the aggregate demand by Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares from the portion specifically available for allocation to Mutual Funds in the QIB Portion will first be added to the QIB Portion and be allocated proportionately to the QIBs in proportion to their Bids. In the event that the aggregate demand in the QIB Portion has been met, under-subscription, if any, will be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange Under-subscription, if any, in any category may be met with spill over from any other category or combination of categories at the sole discretion of our Company in consultation with the BRLM. However, if the aggregate demand by Mutual Funds in the Mutual Fund Portion is less than [●] Equity Shares, the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders. In the event the aggregate demand in the QIB Portion has been met, under subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange. Allocation to Non-Residents, including Eligible NRIs, FIIs and foreign venture capital funds registered with SEBI, applying on repatriation basis will be subject to applicable law. Our Company reserves the right to cancel or withdraw the Issue at any time after the Bid/Issue Opening Date but before the Board meeting for Allotment. If our Company withdraws from the Issue, it shall issue a public notice that shall include reasons for such withdrawal within two days of the closure of the Issue. The notice of withdrawal shall be issued in the same newspapers where the pre-Issue advertisements have appeared and our Company shall also promptly inform the Stock Exchanges. If our Company withdraws the Issue after the Bid / Issue Closing Date and thereafter determines that it will proceed with an initial public offering of Equity Shares, it shall file a fresh draft red herring prospectus with the SEBI. If an ASBA Bidder wants to withdraw the ASBA Bid cum Application Form during the Bidding Period, the ASBA Bidder shall submit the withdrawal request to a Syndicate member the SCSB, through whom the applicant had placed the original bid, which shall perform the necessary actions, including deletion of details of the withdrawn ASBA Bid cum Application Form from the electronic bidding system of the Stock Exchanges and unblocking of funds in the relevant bank account. If an ASBA Bidder, excluding QIB Bidder wants to withdraw the ASBA Bid cum Application Form after the Bid / Issue Closing Date, the ASBA Bidder shall submit the withdrawal request to the Registrar to the Issue before finalisation of basis of Allotment. The Registrar to the Issue shall delete

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the withdrawn Bid from the Bid file. The instruction for and unblocking of funds in the relevant bank account, in such withdrawals, shall be forwarded by the Registrar to the Issue to the SCSB once the basis of Allotment has been approved by the Designated Stock Exchange. Allotment status details shall be available on the website of the Registrar to the Issue. Signing of Underwriting Agreement and RoC Filing Our Company, the BRLM and the Syndicate Members intend to enter into an Underwriting Agreement on or immediately after the finalisation of the Issue Price. After signing the Underwriting Agreement, our Company will update and file the updated Red Herring Prospectus with the RoC in terms of Section 56, 60 and 60B of the Companies Act, and other provisions of applicable laws which then would be termed the ‘Prospectus’. The Prospectus will contain details of the Issue Price, Issue size, underwriting arrangements and will be complete in all material respects. Filing of the Red Herring Prospectus and the Prospectus with the RoC Our Company will file a copy of the Red Herring Prospectus and the Prospectus with the RoC in terms of Section 56, Section 60 and Section 60B of the Companies Act. Pre-Issue Advertisement Subject to Section 66 of the Companies Act, our Company shall, after registering the Red Herring Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional daily newspaper of wide circulation, where the Registered Office of our Company is situated. In the pre-Issue advertisement, we shall state the Issue Opening Date, the Issue Closing Date and the Issue Closing Date applicable to QIBs. Advertisement regarding Issue Price and Prospectus Our Company will issue a statutory advertisement in two national daily newspapers (one each in English and in Hindi) of wide circulation, and one regional daily newspaper of wide circulation, where the Registered Office of our Company is situated, after the filing of the Prospectus with the RoC. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Issue Price. Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement. Issuance of Allotment Advice On approval of the basis of Allotment by the Designated Stock Exchange and on Allotment by the Board of Directors or any committee constituted thereof, the Registrar to the Issue shall send to the members of the Syndicate and SCSBs a list of their Bidders who have been Allotted Equity Shares in the Issue. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders may be done simultaneously with or before the approval of the basis of allotment for the Retail Individual Bidders and Non-Institutional Bidders. However, investors should note that our Company shall ensure that the instructions by our Company for demat credit of the Equity Shares to all investors in the Issue shall be given on the same date as the date of Allotment. The Registrar to the Issue will then dispatch an Allotment Advice to the Bidders who have been Allotted Equity Shares in this Issue. The dispatch of Allotment Advise shall be a valid, binding and irrevocable contract for the Bidders. Unblocking of ASBA Account Once the basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue shall provide the following details to the Controlling Branches of each SCSB, along with instructions to unblock the relevant bank accounts and transfer the requisite money to the Public Issue Account

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designated for this purpose within the timelines specified in the ASBA facility: (i) the number of Equity Shares to be Allotted against each valid ASBA Bid, (ii) the amount to be transferred from the relevant bank account to the Public Issue Account, for each valid ASBA Bid, (iii) the date by which funds referred to in (ii) above shall be transferred to the Public Issue Account, and (iv) details of rejected ASBA Bids, if any, along with reasons for rejection and details of withdrawn and/or unsuccessful ASBA Bids, if any, to enable SCSBs to unblock the respective bank accounts. On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount against each successful ASBA Bidder to the Public Issue Account and shall unblock the excess amount, if any, in the ASBA Account. However, the Bid Amount may be unblocked in the ASBA Account prior to receipt of notification from the Registrar to the Issue by the Controlling Branch of the SCSB in relation to the approval of the basis of Allotment in the Issue by the Designated Stock Exchange in the event of withdrawal or failure of the Issue or rejection of the ASBA Bid, as the case may be. Designated Date and Allotment of Equity Shares Our Company will ensure that (i) Allotment of Equity Shares; (ii) credit to successful Bidder’s depository account will be completed within 12 Working Days of the Bid/Issue Closing Date. In accordance with the SEBI ICDR Regulations, Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the successful bidders. Allottees will have the option to re-materialise the Equity Shares so allotted as per the provisions of the Companies Act and the Depositories Act. Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allotted to them pursuant to this Issue. Basis of Allotment For Retail Individual Bidders Bids received from Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. Allotment to all successful Retail Individual Bidders will be made at the Issue Price. The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail Individual Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to the Retail Individual Bidders to the extent of their valid Bids. If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, the Allotment shall be made on a proportionate basis up to a minimum of [] Equity Shares. For the method of proportionate basis of Allotment, see below. For Non-Institutional Bidders Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total demand under this category. Allotment to all successful Non-Institutional Bidders will be made at the Issue Price. The Issue size less Allotment to QIBs and Retail Portion shall be available for Allotment to Non-Institutional Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders to the extent of their demand. If the aggregate demand in this category is greater than [●] Equity Shares at or above the Issue Price, Allotment shall be made on a proportionate basis up to a minimum of [] Equity Shares and in multiples of [●] Equity Shares thereafter. For the method of proportionate basis of Allotment see below.

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For QIBs in the QIB Portion Bids received from the QIB Bidders at or above the Issue Price shall be grouped together to determine the total demand under this portion. Allotment to all successful QIB Bidders will be made at the Issue Price. The QIB Portion shall be available for Allotment to QIB Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. Allotment shall be undertaken in the following manner: (a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined as follows:

In the event Mutual Fund Bids exceed 5% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion.

In the event the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get full Allotment to the extent of valid Bids received above the Issue Price.

Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders as set out in (b) below;

In the second instance Allotment to all QIBs shall be determined as follows: In the event of oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Issue Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion. Mutual Funds, which have received allocation as per (a) above for less than the number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders. Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining QIB Bidders on a proportionate basis. The BRLM, the Registrar to the Issue and the Designated Stock Exchange shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the SEBI ICDR Regulations. The drawing of lots (where required) to finalise the Basis of Allotment shall be done in the presence of a public representative on the Governing Board of the Designated Stock Exchange. Bids received from ASBA Bidders will be considered at par with Bids received from non-ASBA Bidders. The basis of allocation to such valid ASBA Bidders will be that applicable to non-ASBA Retail Individual Bidders, Non-Institutional Bidders and QIB Bidders, as applicable. ASBA Bidders who are Retail Individual Bidders (including HUFs) and who have Bid for Equity Shares for an amount less than or equal to ` 2,00,000 in any of the Bidding options in the Issue, will be categorised as Retail Individual Bidders. ASBA Bidders that are not Retail Individual Bidders and who have Bid for Equity Shares for an amount over ` 2,00,000 will be categorised as Non-Institutional Bidders or QIBs, as the case may be. No preference shall be given to ASBA Bidders vis-à-vis non-ASBA Bidders and vice versa. Method of Proportionate Basis of Allotment in the Issue In the event of the Issue being over-subscribed, our Company shall finalise the basis of Allotment in consultation with the Designated Stock Exchange. The executive director (or any other senior official nominated by them) of the Designated Stock Exchange along with the BRLM and the Registrar to the Issue shall be responsible for ensuring that the basis of Allotment is finalised in a fair and proper manner.

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The Allotment shall be made in marketable lots, on a proportionate basis as explained below:

Bidders will be categorised according to the number of Equity Shares applied for.

The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio.

Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a

proportionate basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.

In all Bids where the proportionate Allotment is less than [●] Equity Shares per Bidder, the

Allotment shall be made as follows:

The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is as far as possible, equal to the number of Equity Shares calculated in accordance with (b) above; and

Each successful Bidder shall be allotted a minimum of [●] Equity Shares.

If the proportionate Allotment to a Bidder is a number that is more than [●] but is not a

multiple of one (which is the marketable lot), the decimal would be rounded off to the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it would be rounded off to the lower whole number. Allotment to all in such categories would be arrived at after such rounding off.

If the Equity Shares allocated on a proportionate basis to any category are more than the

Equity Shares allotted to the Bidders in that category, the remaining Equity Shares available for Allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate Allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares.

Equity Shares in Dematerialised Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Allotment of Equity Shares in this Issue shall be only in a dematerialised form, (i.e., not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to the Issue: Agreement dated [●], between NSDL, our Company and the Registrar to the Issue; Agreement dated [●], between CDSL, our Company and the Registrar to the Issue.

Bidders will be Allotted Equity Shares in dematerialised mode only. Bids from any Bidder without relevant details of his or her depository account are liable to be rejected.

A Bidder applying for Equity Shares must have at least one valid beneficiary account with

either of the Depository Participants of either NSDL or CDSL prior to making the Bid.

The Bidder must necessarily fill in the details (including the PAN, Beneficiary Account Number and Depository Participant’s identification number) appearing in the Bid cum Application Form / ASBA Bid cum Application Forms or Revision Form.

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Allotment to a successful Bidder will be credited in electronic form directly to the beneficiary account (with the Depository Participant) of the Bidder.

Names in the Bid cum Application Form / ASBA Bid cum Application Forms or Revision Form should be identical to those appearing in the account details in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

If incomplete or incorrect details are given under the heading ‘Bidders Depository Account Details’ in the Bid cum Application Form / ASBA Bid cum Application Forms or Revision Form, it is liable to be rejected.

With effect from August 16, 2010, the demat accounts of Bidders for whom PAN details have not been verified shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such Bidders.

The Bidder is responsible for the correctness of his or her Demographic Details given in the Bid cum Application Form / ASBA Bid cum Application Forms vis-à-vis those with his or her Depository Participant.

Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. The Stock Exchanges where the Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.

Trading in the Equity Shares would be in dematerialised form only, on the demat segment of the respective Stock Exchanges.

Non-transferable Allotment Advice or refund orders will be directly sent to the Bidders by the Registrar to the Issue.

Communications All future communications in connection with Bids made in this Issue should be addressed to the Registrar to the Issue quoting the full name of the sole or First Bidder, Bid cum Application Form / ASBA Bid cum Application Form number, PAN, Bidders depository account details, number of Equity Shares applied for, date of Bid cum Application Form, name and address of the member of the Syndicate or the Designated Branch or the Collection Centre of the SCSBs where the Bid was submitted and cheque or draft number and issuing bank thereof or with respect to ASBA Bids, the bank account number in which an amount equivalent to the Bid Amount was blocked. Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, refund orders etc. In case of ASBA Bids submitted with the members of the Syndicate / Designated Branches, Bidders can contact the relevant Designated Branch of the SCSBs. The SCSB or the Syndicate/ Sub-syndicate Member, as applicable, shall be responsible for any damage or liability resulting from any errors, fraud or willful negligence on the part of any employee of the concerned SCSB or the Syndicate/ sub-syndicate member, as applicable, including its Designated Branches and the branches where the ASBA Accounts are held. Our Company, the BRLM, the Syndicate Members and the Registrar accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Impersonation Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, reproduced below: “Any person who:

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makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or

otherwise induces a company to allot, or register any transfer of shares, therein to him, or any

other person in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years.” Payment of Refund Within twelve Working Days of the Issue Closing Date, the Registrar to the Issue will dispatch the refund orders for all amounts payable to unsuccessful Bidders (other than ASBA Bidders) and also any excess amount paid on Bidding, after adjusting for allocation/ Allotment to Bidders. Bidders other than ASBA Bidders must note that on the basis of the Bidders PAN, DP ID, Client ID and beneficiary account number provided by them in the Bid cum Application Form / ASBA Bid cum Application Forms, the Registrar to the Issue will obtain, from the Depositories, the Bidders’ bank account details, including the MICR code. Hence Bidders are advised to immediately update their bank account details as appearing on the records of the Depository Participant. Failure to do so could result in delays in dispatch of refund order or refunds through electronic transfer of funds, as applicable, and any such delay shall be at the Bidders’ sole risk and neither our Company, the Registrar to the Issue, Escrow Collection Bank(s), Bankers to the Issue nor the BRLM shall be liable to compensate the Bidders for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In the case of Bids from Eligible NRIs and FIIs, refunds, dividends and other distributions, if any, will normally be payable in Indian Rupees only and net of bank charges and/or commission. Where so desired, such payments in Indian Rupees will be converted into US Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post. Our Company will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. Mode of Refunds For Bidders other than ASBA Bidders The payment of refund, if any, for Bidders other than ASBA Bidders would be done through any of the following modes: NECS – Payment of refund would be done through NECS for Bidders having an account at any of the centres where such facility has been made available specified by the RBI. This mode of payment of refunds would be subject to availability of complete bank account details including the MICR code from the Depositories. Direct Credit – Bidders having bank accounts with the Refund Bank, as per the Demographic Details received from the Depositories shall be eligible to receive refunds through direct credit. Charges, if any, levied by the Refund Bank for the same would be borne by our Company. RTGS – Applicants having a bank account at any of the centres where such facility is available and whose refund amount exceeds Rs. 2,00,000 has the option to receive refund through RTGS. Such eligible applicants who indicate their preference to receive refund through RTGS are required to provide the IFSC code in the Bid cum Application Form. In the event the same is not provided, refund shall be made through NECS. Charges, if any, levied by the Refund Bank (s) for the same would be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever the Bidders’ bank branch is NEFT enabled and has been assigned the IFSC, which can be linked to an MICR code of that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date prior to the date of payment of refund, duly mapped with an MICR code. Wherever the Bidders have registered their MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank

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branch and the payment of refund will be made to the Bidders through this method. The process flow in respect of refunds by way of NEFT is at an evolving stage and hence use of NEFT is subject to operational feasibility, cost and process efficiency and the past experience of the Registrars to the Issue. In the event NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in this section. For all other applicants, including those who have not updated their bank particulars with the MICR code, the refund orders will be dispatched through Speed Post/ Registered Post. Such refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Bank(s) and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Refunds for ASBA Bidders In case of ASBA Bidders, the Registrar shall instruct the relevant SCSB to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids within twelve Working Days of the Bid/Issue Closing Date. Disposal of Applications and Application Monies With respect to Bidders other than ASBA Bidders, our Company shall ensure dispatch of Allotment Advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the Allotment to the Stock Exchanges within 12 Working Days of the Bid/ Issue Closing Date. In case of applicants who receive refunds through NECS, direct credit or RTGS, the refund instructions will be given to the clearing system within 12 Working Days from the Bid/ Issue Closing Date. A suitable communication shall be sent to the Bidders receiving refunds through this mode within 12 Working Days of Bid/ Issue Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within twelve Working Days of the Bid/ Issue Closing Date. In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI Regulations, our Company further undertakes that: Allotment of Equity Shares shall be made only in dematerialised form, including the credit of Allotted Equity Shares to the beneficiary accounts of the Depository Participants, within 12 Working Days of the Bid/ Issue Closing Date; With respect to Bidders other than ASBA Bidders, dispatch of refund orders or in a case where the refund or portion thereof is made in electronic manner, the refund instructions are given to the clearing system within 12 Working Days of the Bid/Issue Closing Date would be ensured. With respect to the ASBA Bidders, instructions for unblocking of amounts in the ASBA Bidder’s Bank Account shall be made within 12 Working Days from the Bid/ Issue Closing Date. Our Company shall pay interest at 15% p.a. for any delay beyond the 12 Working Days from the Bid/ Issue Closing Date as mentioned above or beyond 8 days from the day on which our Company becomes liable to repay, whichever is earlier, if Allotment is not made and refund orders are not dispatched or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given to the clearing system in the disclosed manner and/ or demat credits are not made to investors within eight days from the day our Company becomes liable to repay (i.e. 12 Working Days after the Bid / Issue Closing Date or the date of refusal by the Stock Exchange(s), whichever is earlier). If such money is not repaid within eight days from the day our Company becomes liable to repay it, our Company and every officer in default shall, on and from expiry of eight

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days, be liable to repay the money with interest at the rate of 15% as prescribed under Section 73 of the Companies Act. Letters of Allotment or Refund Orders or instructions to the SCSBs We shall give credit to the beneficiary account with Depository Participants within 12 Working Days from the Bid/ Issue Closing Date. Applicants residing at the centres where clearing houses are managed by the RBI, will get refunds through NECS only except where applicant is otherwise disclosed as eligible to get refunds through direct credit and / or RTGS. Our Company shall ensure dispatch of refund orders, if any, by registered post or speed post at the sole or First Bidder’s sole risk within 12 Working Days of the Bid/ Issue Closing Date. Bidders to whom refunds are made through electronic transfer of funds will be sent a letter through ordinary post, intimating them about the mode of credit of refund within ten days of the Bid/ Issue Closing Date. In case of ASBA Bidders, the Registrar to the Issue shall instruct the relevant SCSBs to unblock the funds in the relevant ASBA Account to the extent of the Bid Amount specified in the ASBA Bid cum Application Forms for withdrawn, rejected or unsuccessful or partially successful ASBA Bids within 12 Working Days of the Bid/ Issue Closing Date, which shall be completed within one Working Day after the receipt of such instruction from the Registrar to the Issue. Our Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 12 Working Days from the Bid / Issue Closing Date. Interest in case of delay in dispatch of Allotment Letters or Refund Orders/ instruction to SCSBs by the Registrar to the Issue Our Company agrees that the Allotment of Equity Shares in the Issue shall be made not later than 12 Working Days of the Bid / Issue Closing Date. Our Company further agrees that it shall pay interest at the rate of 15% p.a. if the Allotment letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions have not been given in the disclosed manner or instructions to SCSBs to unblock funds in the ASBA Accounts have not been given within 12 Working Days from the Bid/ Issue Closing Date or within eight Working Days of the date on which our Company becomes liable to repay, as the case may be. Our Company will provide adequate funds required for dispatch of refund orders or Allotment advice to the Registrar to the Issue. Refunds will be made by cheques, pay-orders or demand drafts drawn on a bank appointed by our Company as a Refund Bank and payable at par at places where Bids are received. Bank charges, if any, for encashing such cheques, pay-orders or demand drafts at other centres will be payable by the Bidders. Undertaking by our Company We undertake as follows:

that the complaints received in respect of this Issue shall be attended to expeditiously and satisfactorily;

that all steps will be taken for the completion of the necessary formalities for listing and

commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed within 12 Working days of the Bid/ Issue Closing Date;

that the funds required for making refunds as per the modes disclosed or dispatch of Allotment

advice by registered post or speed post shall be made available to the Registrar to the Issue by us;

That where refunds are made through electronic transfer of funds, a suitable communication

shall be sent to the applicant within 12 Working days of the Bid/ Issue Closing Date, giving

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details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund;

Instructions to SCSBs to unblock funds in the ASBA Accounts shall be given within 12

working days of the Bid/ Issue Closing Date.

That the instruction for electronic credit of Equity Shares/ refund orders/ intimation about the refund to non-resident Indians shall be completed within the specified time;

That no further Issue of Equity Shares shall be made till the Equity Shares offered through the

Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.; and

That adequate arrangements shall be made to collect all Applications Supported by Blocked

Amount and to consider them similar to non-ASBA applications while finalizing the Basis of Allotment.

Our Company shall not have recourse to the Issue Proceeds until the final approval for listing

and trading of the Equity Shares from all the Stock Exchanges where listing is sought, has been received.

Withdrawal of the Issue After the Bid/Issue Opening Date, our Company, in consultation with the and BRLM, reserves the right not to proceed with the Issue anytime during the Bid/Issue Period and upto a period of two days after the Bid/ Issue Closing Date but before the Allotment of Equity Shares. In such an event our Company would issue a public notice in the newspapers, in which the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date, providing reasons for not proceeding with the Issue. Our Company shall also inform the same to Stock Exchanges on which the Equity Shares are proposed to be listed. Any further issue of Equity Shares by our Company shall be in compliance with applicable laws. If our Company withdraws the Issue after the closure of Bidding and later proposes to make an initial public offering of its securities, our Company shall be required to file a fresh Draft Red Herring Prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. Utilization of the Issue proceeds The Board of Directors of our Company certifies that: all monies received out of the Issue shall be transferred to a separate Bank Account other than the bank account referred to in sub-section (3) of Section 73 of the Companies Act; details of all monies utilized out of this Issue referred above shall be disclosed and continue to be disclosed till the time any part of the Issue proceeds remains unutilized under an appropriate separate head in the balance sheet of our Company indicating the purpose for which such monies have been utilised; and Details of all unutilized monies out of this Issue, if any, shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies have been invested. Our Company shall comply with the requirements of Clause 49 of the Listing Agreements in relation to the disclosure and monitoring of the utilization of the Net Proceeds.

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Our Company shall not have recourse to the Issue Proceeds until the approval for listing and Trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the industrial policy of Government of India, or the Industrial Policy and FEMA. While the Industrial Policy prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The government bodies responsible for granting foreign investment approvals are the Foreign Investment Promotion Board of Government of India (FIPB) and the RBI. RBI, vide its circular A.P (DIR Series) Circular No. 53 dated December 17, 2003, permitted FIIs to subscribe to shares of an Indian Company in the public issue without prior approval of RBI, so long as the price of Equity Shares to be issued is not less than the price at which the Equity Shares are issued to residents. Investment by Non-Resident Indians A variety of special facilities for making investments in India in shares of Indian Companies are available to individuals of Indian nationality or origin residing outside India (“NRIs”). These facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis not generally available to other foreign investors. Under the portfolio investment scheme, NRIs are permitted to purchase and sell Equity Shares of our Company through a registered broker on the Stock Exchanges. NRIs collectively should not own more than 10% of the post-issue paid up capital of our Company. No single NRI may own more than 5% of the post- issue paid up capital of our Company. NRI investment in foreign exchange is now fully repatriable whereas investments made in Indian Rupees through rupee accounts remains non repatriable. Investment by Foreign Institutional Investors Foreign Institutional Investors (“FIIs”) including institutions such as pension funds, investment trusts, asset management companies, nominee companies and incorporated, institutional portfolio managers can invest in all the securities traded on the primary and secondary markets in India. FIIs are required to obtain an initial registration from the SEBI and a general permission from the RBI to engage in transactions regulated under FEMA. FIIs must also comply with the provisions of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended from time to time. The initial registration and the RBI’s general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely securities issued by Indian companies, to realise capital gains or investments made through the initial amount invested in India, to subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of rights issues of shares. Ownership restrictions of FIIs Under the portfolio investment scheme, the overall issue of Equity Shares to FIIs on a repatriation basis should not exceed 24% of post-issue paid-up capital of our Company. However, the limit of 24% can be raised up to the permitted sectoral cap for that Company after approval of the board of Directors and shareholders of our Company. The issue of Equity Shares to a single FII should not exceed 10% of the post-issue paid-up capital of our Company. In respect of an FII investing in Equity Shares of a Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of that Company. Registration of Equity Shares under US Laws The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, ‘U.S. persons’ (as defined in Regulation S of the

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U.S. Securities Act, 1933), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold only outside the United States in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales occur. The above information is given for the benefit of the Bidders and neither our Company nor the BRLM are liable for any changes in the regulations after the date of the Draft Red Herring Prospectus.

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SECTION VIII- MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

Pursuant to Schedule II of the Companies Act and the SEBI Regulations, the main provisions of our Articles relating to, inter alia, voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please note that each provision herein below is numbered as per the corresponding article number in our Articles and capitalized/defined terms herein have the same meaning given to them in our Articles. SHARE CERTIFICATES Where two or more persons are registered as the holders of any share, the person first named in the Register or as one or the joint holders of a share shall be deemed the sole holder for matters connected with the Company subject to the following and other provisions contained in these presents: - (a) The joint holders of any share are liable severally as well as jointly for and in respect of all

calls and other payments, which ought to be made in respect of such share. (b) On the death of any such joint holders, the survivor or survivors shall be the only person or

persons, recognised by the Company as having any title to the share as the Directors may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on shares held by him jointly with any other person.

(c) Any one of several persons who are registered as joint holder of any share may give effectual

receipts for all dividends and payments on account of dividends in respect of such share. (d) Only the person whose name stands first in the Register of Members as one of the joint

holders of any share shall be entitled to the certificates relating to such share or to receive documents (which expression shall be deemed to include all documents referred to in Article 179) from the Company and any documents served on or sent to such person shall be deemed service on all the joint holders.

(e) Any one or more joint holders may vote at any meeting either personally or by attorney duly

authorised under power of attorney or by proxy in respect of such shares as if he were solely entitled thereto and if more than one or such joint holders be present at any meeting personally or by proxy or by attorney then that one of such persons so present whose name stands first or higher (as the case may be) on the Register in respect thereof but shall be entitled to be present at the meeting provided always that a joint holder present by attorney or proxy although the name of such holder present by and attorney or proxy stands first or higher (as the case may be) on the Register in respect of such shares. Several executors or administrators of a deceased member in whose (deceased member’s) sole name any share stands, shall, for the purpose of sub-clause, be deemed joint holders.

FORFEITURE AND LIEN If any member or his legal representative, as the case may be, fails to pay any call or installment or any money due in respect of any shares either by way of interest or otherwise on or before the day appointed for the payment of the same or any extension thereof, during such time as the call, installment interest or other money, remains unpaid, serve a notice on such member or his legal representative as the case may be requiring him to pay the same together with any interest at such rate as may be decided by the Board that may have been incurred by the Company by reasons of such non-payment.

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The Company shall have a first and paramount lien on all the shares (other than fully paid up shares) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of the sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares which shall extend to all dividends and bonuses from time to time declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of the Company’s lien, if any on such shares. The Directors may at any time declare any shares to be wholly or in part to be exempt from the provisions of this article. TRANSFER AND TRANSMISSION OF SHARES The Company shall keep a register called the “Register of Transfers” and therein shall fairly and distinctly enter the particulars of every transfer or transmission of any shares of the Company. However, in respect of transfer of shares held in electronic form, the register shall be maintained by the Depository. No transfer of shares in or debentures of the Company shall be registered unless in accordance with the provisions of section 108 of the Act and or any statutory modification thereof for the time being a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and specifying the name, address and occupation if any, of the transferee has been delivered to the Company alongwith the certificates relating to the shares or debentures with the certificates relating to the shares or debentures or if no such certificate is in existence, alongwith the letter of allotment of the shares or debentures provided the transferor shall be deemed to remain the holder of such shares until the name of the transferee is entered in the Register in respect thereof. The instrument of transfer of any share shall be in writing in the prescribed form and in accordance with Section 108 of the Act and statutory modification thereof including other applicable provisions of the Act shall be duly complied with in respect of all transfer of shares or debenture and registration thereof. Every instrument of transfer duly executed and stamped shall be left at the office of the Company for registration accompanied by the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares. All instruments of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Directors may decline to register shall on demand, be returned to the person depositing the same. Nothing contained in Section 108 of the Companies Act, 1956 or these Articles shall apply to a transfer of securities effected by a transferor and transferee both of whom are entered as Beneficial Owners in the records of a Depository. No transfer shall be made to a minor, insolvent or person of unsound mind. Where the application is made by the transferor and relates to partly paid up shares the transfer shall not be registered unless the Company gives notice of the application to the transferee and the transferee makes no objection to the transfer within two weeks from the receipt of the notice. Subject to any law for the time in force and Article 55 mentioned below, the Board or Directors shall have the power to decline to register any proposed transfer or transmission of any shares. This Article shall apply notwithstanding that the proposed transferee or the proposed holder under transmission may already be a member of the Company. The Registration of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons indebted to the Company on any account whatsoever except a lien on the shares. If the Company refuses to register any such transfer or transmission or right, the Company shall within one month from the date on which the instrument of transfer or the intimation of such transmission, was lodged with the Company, send notice of refusal to the transferee and the transferor or to the person giving intimation of the transmission, as the case may be, giving the reasons for such refusal.

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The Directors may, after giving not less than seven days previous notice by advertisement as required by Section 154 of the Act, close the Register of Members or the Register of Debenture holders for any period or periods not exceeding thirty days at any one time. Subject to the provisions of section 109A of the Act, the executors or administrators or holders of succession certificate or the legal representatives of a deceased member (not being one or two or more joint-holders) shall be the only persons recognised by the Company as having any title to the shares registered in the names of such member, and the Company shall not bound to recognise such executors or administrators or holders of Probate or Letters of Administration or Succession Certificate as the case may be, from a duly constituted court in the Union of India, provided that in any case where the Board in its absolute discretion thinks fit, the Board may dispense with production of Probate or Letters of Administration or Succession Certificate upon such terms as to indemnity or otherwise as the Board in its absolute discretion may think necessary and under the next article register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased member as a member. The person becoming entitled to a share by transmission shall be entitled to the same dividend and other advantages to which he would be entitled as if he were registered as a member in respect of the share, be entitled in respect of it, to exercise any right conferred by membership relation to the meeting of the Company provided that the Board may at any time give notice requiring such person to elect himself either to be registered holder or transfer shares, and if notice is not complied with within sixty days, the Board may thereafter withhold payment of all dividends, bonus, rights or other moneys payable in respect of the share until the requirements of the notice have been complied. Every transmission of share shall be verified in such manner as the Directors may require and the Company may refuse to register any such transmission until the same be verified or until and unless an indemnity be given to the Company with regard to such registration which the Directors in their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Director to accept any indemnity. A transfer of the share in the Company of a deceased member thereof made by his legal representative, who is not himself a member, be as valid as if he had been a member at the time of the execution of the instrument of transfer. No fee shall be payable to the Company in respect of the transfer or transmission of any shares in the Company. No fee shall be charged for transfer of shares/ debentures or for effecting transmission or for registering any letters of probate, letters of administration and similar other documents. Provided that the registration of a transfer shall not be refused on the grounds of the transferor being either alone or jointly with any other person(s) indebted to the company on any account whatsoever. The Company shall be entitled to dematerialize / rematerialise its existing shares held in the Depositories and/ or to offer its fresh shares in a dematerialised form pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any. ALTERATION OF SHARE CAPITAL When at any time after the expiry of one year from the date of first allotment of shares in the Company or after the expiry of two years from the date of the formation of the Company whichever is earlier, it is proposed to increase the subscribed capital of the Company by the issue of new shares, then, subject to any directions to the contrary which may be given by the Company in general meeting and subject to the provisions of the companies Act, 1956, such new shares shall be offered to the persons who at the date of the offer are holders of the equity shares of the Company, in proportion, as nearly as circumstances admit to the capital paid upon those shares at that date; and such offer, if not accepted, will be deemed to have been declined after the expiry of the time specified in the notice aforesaid, or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered. The Board of Directors may dispose of such shares in such manner as they think most beneficial to the Company. Notwithstanding anything herein contained the new shares aforesaid may be offered to any persons, whether or not those persons include the persons who, at the date of the offer, are holders of the equity shares of the Company in the manner whatsoever, if: -

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(a) A Special Resolution to that effect is passed, by the Company in general meeting; or (b) Where no such Special Resolution is passed, if the votes cast (whether on a show of hand or

on a poll, as the case may be) in favour of the proposal contained in the Resolution moved at the general meeting sanctioning the issue of such shares (including the casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy, exceed the votes, if any, cast against the proposal by members so entitled and voting and the Central Government is satisfied, on an application made by the Board of Directors in that behalf that the proposal is most beneficial to the Company.

Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions of These Presents. Subject to confirmation by the Court, the Company may, by Special Resolution, reduce its share capital in any way and in particular and without prejudice to the generality of the foregoing power, may: - (a) extinguish or reduce the liability on any of its shares in respect of Share Capital not paid up;

(b) either with or without extinguishing or reducing liability on any of its shares, cancel any paid-

up share capital which is lost or unrepresented by any assets; or (c) either with or without extinguishing or reducing liability on any of its shares, pay off any paid-

up share capital which is in excess of the wants/ requirements of the Company; and may, if and so far as is necessary alter its Memorandum by reducing the amount of its share capital and of its shares accordingly.

The Company in General Meeting may alter the conditions of its Memorandum of Association for the following purposes: - (a) To consolidate and divide all or any of its share capital into shares of larger amount than its

existing shares; (b) Convert all or any of its fully paid up shares into stock and reconvert that stock into fully paid

up shares of any denomination; (c) To Sub-divide its existing shares or any of them, into shares of smaller amount than is fixed

by the Memorandum, subject to the provisions of section 94(1)(d) of the Act; and (d) To cancel any shares which at the date of passing of resolution, have not been taken or agreed

to be taken by any person. BORROWING POWERS Subject to the provisions of Sections 58A, 292 and 293 of the Act, the Board of Directors may from time to time by a resolution passed at a meeting of the board, accept deposits from members, or otherwise and may generally raise or borrow or secure the repayment of any sum or sums of money for the purposes of the Company. Provided, however, when the moneys to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) exceed the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose), the board of directors shall not borrow such moneys, without the consent of the Company in general meeting. MEETINGS In addition to any other meeting, Company shall hold a General Meeting as its Annual General Meeting at the intervals specified in Section 166(1) of the Act, such Annual General Meeting shall be held at such time and place as may be determined by the Board.

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Every member of the Company shall be entitled to attend every general meeting either in person or by proxy, and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting on any part of the business, which concerns him as Auditor. At every Annual General Meeting of the Company there shall be laid on the table the Director’s Report and audited Statement of Accounts, Auditors Report (if not already incorporated in the audited Statement of Accounts), the proxies lodged and the Register of Director’s holdings maintained under Section 307 of the Act. The Auditors Report shall be read before the Company in General Meeting and shall be open to inspection by any member of the Company. The Directors may, whenever they think fit, call an Extraordinary General Meeting. The Directors shall on the requisition of such number of members as is specified in sub-section (4) of section 169 of the Act, forthwith proceed to call an Extra-ordinary General meeting, of the Company and the provisions of Section 169 of the Act, shall apply to any such requisition or to any meeting called pursuant thereto. Except as provided in Section 171(2) of the Act, not less than twenty-one days notice shall be given of every General Meeting of the Company. Notice of every General Meeting shall be given to every member, to any person entitled to a share in consequence of the death or insolvency of a member, and to the Auditor for the time being of the Company, in the manner hereinafter provided for the giving of notices. The accidental omission or the non-receipt of any notice by any member or other person entitled to receive the same shall not invalidate the proceedings of the meeting. Every notice of a General meeting shall specify the place, date and time of the meeting and shall contain a statement of the business to be transacted thereat. Where any business to be transacted at the meeting consists of “Special Business” as hereinafter defined, there shall be annexed to the notice of the meeting an explanatory statement setting out all material facts concerning such items of business as provided in Section 173(2) and (3) of the Act. All business shall be deemed “Special” that is transacted at an Extraordinary General Meeting and also all business that is transacted at an Annual General Meeting, with the exception of the consideration of the Accounts, Balance Sheet and the reports of the Board of Directors and the Auditors, declaration of dividend, appointment of Directors in place of those retiring and the appointment and fixing of the remuneration of the Auditors. PROCEEDING AT GENERAL MEETINGS The business of an Annual General Meeting shall be to receive and consider the Profit and Loss Account, the Balance Sheet and the Reports of the Directors and of the Auditors and to fix their remuneration, to declare dividends and to transact any other business, which, under These Presents, ought to be transacted at an Annual General Meeting. Five members present in person and entitled to vote shall be a quorum for all purposes at any General Meeting. No business shall be transacted at any General Meeting unless the quorum requisite shall be present at the commencement of the business. The Chairman of the Board of Directors or in his absence the Vice-Chairman of the Board shall, if willing, preside as Chairman at every General Meeting, Annual or Extraordinary. If there be no such Chairman or if at any meeting he shall not be present fifteen minutes after the time appointed for holding such meeting or being present declines to take the chair, the Directors present may choose one of their member to be Chairman and in default of their doing so, the member present shall choose one of their Directors to be Chairman and if no Director present be willing to take the Chair, shall on a show of hands, elect one of their member to be Chairman. If a poll for election of the Chairman is demanded, it shall be taken forthwith in accordance with the provisions of the Act and These Presents and the Chairman elected on show of hands shall exercise the powers of the Chairman under the said

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provisions. If some other person is elected Chairman as a result of the poll, he shall be the Chairman as a result of the poll and he shall be the Chairman for the rest of the meeting. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members shall stand dissolved, but in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and place as the Directors may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, those members present shall constitute a quorum and may transact the business for which the meeting was called. At any general meeting a resolution put to the vote of the meeting shall unless a poll is demanded under Section 179 of the Act, be decided on a show of hands. In the case of an equality of votes, the Chairman shall both on a show of hands and at the poll have a casting vote in addition to the vote or votes to which he may be entitled as a member. A declaration by the Chairman that on a show of hands a resolution has or has not been carried either unanimously or by a particular majority, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number of proportion the votes cast in favour of or against such resolution. Before or on the declaration of the result of voting on any Resolution on a show of hands, a poll may be ordered to be taken by the Chairman of the meeting of his own motion or shall be ordered to be taken by him on demand made in that behalf by any member or members present in person or by proxy and holding shares in the Company which confer a power to vote on the resolution not being less than one tenth of the total voting power in respect of the Resolution, or on which an aggregate sum of not less than fifty thousand rupees has been paid up whichever is less. If a poll is demanded on a question of adjournment or election of Chairman the poll shall be taken forthwith. A poll demand on any other question shall be taken at such time not being later than forty eight hours from the time when the demand was made, and in such a manner and at such place as the Chairman of the meeting may direct; The demand of the poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which a poll has been demanded; and

Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutinizers, at least one of whom shall be a member (not being an officer or an employee of the Company) present at the meeting, provided that such a member is willing to scrutinize the votes. On a poll taken at a meeting of the Company a member entitled to more than one vote, or his proxy or other person entitled to vote for him as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses. The Chairman of a General Meeting may, with the consent of the General Meeting, adjourn the same, from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a resolution is passed at an adjourned meeting of the Company of the holders of any class of shares in the Company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was, in fact, passed and shall not be deemed to have been passed on any earlier date. The Company shall cause Minutes of all proceedings of General Meeting to be entered in the book kept for that purpose and the Minutes shall contain and include the matters specified in Section 193 of the Act. No report of proceedings of any General Meetings of the Company shall be circulated or advertised at the expense of the Company unless it includes the matters required by Section 193 of the Act to be contained in the minutes of the proceedings of such meeting.

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The books containing the aforesaid Minutes shall be kept at the office and shall be open to the inspection of any member without charge as provided in Section 196 of the Act and the members shall be furnished with a copy of any minutes in accordance with the provision of that section. The books containing the aforesaid Minutes shall be kept at the office and shall be open to the inspection of any member without charge as provided in Section 196 of the Act and the members shall be furnished with a copy of any minutes in accordance with the provision of that section.

Every member of the Company holding any Preference Share shall not be entitled to vote at General Meetings of the Company except as provided by Section 87(2) of the Act. Where the Company accepts from any member all or any part of the money due in respect of the shares held by him beyond the sums actually called for, the member shall not be entitled to any voting rights in respect of the monies so paid by him. If a body corporate (whether a Company within meaning of the Act or not) is a member of the Company or creditor of the Company (including a debenture holder), then it shall be entitled through a resolution of its Board, to authorise such person as it thinks fit to act as its representative at any meeting of the Company, or any meeting of the creditors of the Company held in pursuance of the Act or in pursuance of the provisions contained in any debenture or trust deed. A person authorised by a resolution as aforesaid shall be entitled to exercise the same rights and powers, including the right to vote by proxy, which the body corporate could exercise if it were an individual member or creditor of the Company. A Member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote whether on a show of hands or on a poll by his committee or other legal guardian, and any such committee or guardian may, on a poll, vote by proxy. A Depository as a registered owner shall not have any voting rights in respect of shares and securities held by it in dematerialised form. However, the Beneficial Owner as per the Register of Beneficial Owner maintained by a Depository shall be entitled to such rights in respect of shares or securities held by him in the Depository. Any reference to the Member or Joint Members shall include a reference to Beneficial Owner or Joint Beneficial Owners in respect of the shares held in Depository. On a poll, votes may be given either personally or by Proxy, or, in the case of a Company or other body corporate, by a representative duly authorised as aforesaid. Every notice convening a meeting of the Company shall state that a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him and that a proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing, under the hand of the appointer or of his attorney, duly authorised in writing or, if such appointer is a corporation, under its common seal or the hand of an officer or an attorney, duly authorized by it. A Proxy, appointed as aforesaid, shall not have any right to speak at any meeting. The instrument appointing a Proxy and the power of attorney or other authority under which it is signed or a duly certified copy of that power of attorney shall be deposited at the office not later than forty eight hours before the time of holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote and in default, the instrument of Proxy shall not be treated as valid. A vote given in accordance with the terms of an instruments of Proxy shall be valid, notwithstanding the previous death of the principal or revocation of the Proxy is signed or, notwithstanding transfer of the shares in respect of which the vote is given, provided that no intimation in writing of the death, revocation or transfer shall have been received at the office or by the Chairman of the meeting, before the vote is given. Every instrument appointing a Proxy, whether for a specified meeting or otherwise shall be in either of the forms prescribed by Schedule IX to the Act or in a form as near as circumstances will admit and shall be retained by the Company.

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Every member entitled to vote at a meeting of the Company on any resolution to be moved thereat shall be entitled during the period beginning twenty four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the Proxies lodged, at any time during the business hours of the Company, provided not less than three days notice in writing of the intention to inspect the proxies is given to the Company. No member shall be entitled to vote at a resolution either personally or by Proxy at any General Meeting, or be reckoned in a quorum, while any call or other sum in respect of any shares of such member shall be due and payable to the Company or in regard to any shares on which the Company has exercised any lien. No objection shall be made to the validity of any vote on a show of hands or on a poll except at the meeting or adjourned meeting at which such vote objected is given or tendered and every vote, whether given personally or by proxy, not disallowed at such meeting, shall be deemed valid for all purposes; Any objection as to the admission or rejection of a vote made on a show of hands or on a poll shall be referred to the Chairman of the meeting who shall forthwith determine the same, and such determination made in good faith shall be final and conclusive. The Company may seek approval of Shareholders, for such matter as may be prescribed from time to time, which is required at a General Meeting, by way of Postal Ballot by following the procedure laid down in the Act and rules made thereunder. DIRECTORS Until otherwise determined by the General meeting and subject to the provisions of Section 252 and 259 of the Act the number of Directors shall not be less than 3 or more than 12. The First Directors of the Company shall be: -

(1) MR. PRADEEP E. BHANGALE;

(2) MRS. PRACHI P. BHANGALE; and (3) MR. YASHVANT E. BHANGALE Subject to the provisions of Sections 258 and 259 of the Act, the Company may from time to time in General Meeting, subject to the provisions of these Articles and to any undertaking by the Company to the contrary, increase or reduce the number of Directors and may make any appointments necessary for effecting such increase. The Company may also alter the qualification of Directors. Provided however that this Article shall not be construed as authorising the removal of a director otherwise than as provided in These Presents. Subject as aforesaid, the Directors shall have power at any time and from time to time, to appoint any other person or persons as a Director or Directors, either to fill a casual vacancy or as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed herein. But any Director or Directors so appointed shall hold office only until the next following Annual General Meeting of the Company and shall then be eligible for re-election, unless the same are regularized in an intervening Extra-Ordinary General Meeting. If any casual vacancy has not been filled by the Board upto the date of the Annual General Meeting of the Company next following the arising of the vacancy, the same may be filled by ordinary resolution of the members at such Annual General Meeting. The Board may fill any casual vacancy caused whether by resignation, death or otherwise of any Director before expiry of his term. The Director so appointed shall hold office upto a period of the original Director. Notwithstanding anything to the contrary contained in These Presents, so long as any loan raised or any financial assistance (whether secured or unsecured) remaining due by the Company to the Central or State Government, Government Corporations, Financial Institutions, State Industrial Development

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Corporations, Banks or any other Lender (hereinafter in this article referred to as “the Lender”) the Lender shall have a right to appoint from time to time any person(s) as Director(s), whole-time or non-whole time (which Director(s) is / are hereinafter referred to as “Nominee Director(s)”) on the Board of the Company and to remove from such office any person or persons so appointed and to appoint any person(s) in his or their place(s). The Nominee Director shall continue to hold office till the the loan / financial assistance is not fully repaid / satisfied. Upon repayment of loan or satisfaction of financial assistance, the Nominee Director shall vacate the office.

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SECTION IX - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or contracts entered into more than two (2) years before the date of filing of the Draft Red Herring Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies of which will be attached to the copy of the Draft Red Herring Prospectus will be delivered to the RoC for registration and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company from date of filing the Draft Red Herring Prospectus with RoC to Bid / Issue Closing Date on working days from the date of filing of the Draft Red Herring Prospectus until the date of closure of the Issue.

MATERIAL CONTRACTS

1. Issue Agreement dated September 27, 2011 between our Company and the BRLM appointing

them as the Book Running Lead Manager to the Issue.

2. Memorandum of Understanding dated July 27, 2011 between our Company and Bigshare Services Private Limited appointing them as Registrar to this Issue.

3. Tripartite Agreement dated [●] among our Company, NSDL and Bigshare Services Private Limited.

4. Tripartite Agreement dated [●] among our Company, CDSL and Bigshare Services Private Limited.

5. Escrow Agreement dated [●] between our Company, the BRLM, Syndicate Member, Escrow Collection Banks and the Registrar to the Issue.

6. Syndicate Agreement dated [●] between our Company, BRLM, and the Syndicate Member.

7. Underwriting Agreement dated [●] between our Company, BRLM and the Syndicate Member.

MATERIAL DOCUMENTS

1. The Memorandum and Articles of Association of our Company, as amended from time to time.

2. Copy of Certificate of Incorporation dated March 20, 1998 issued by the Assistant Registrar of

Companies, Maharashtra, Mumbai.

3. Fresh Certificate of Incorporation issued to our Company pursuant to the change of name from “Bee’s Computer Systems Private Limited” to “ITSourceindia Tech Private Limited” dated July 7, 2000, issued by the Registrar of Companies, Maharashtra.

4. Fresh Certificate of Incorporation issued to our Company pursuant to the conversion of the Company from private company to public company dated July 17, 2010, issued by the Assistant Registrar of Companies, Maharashtra.

5. Fresh Certificate of Incorporation issued to our Company pursuant to the change of name from “ITSourceindia Tech Limited” to “ITSource Technologies Limited” dated October 28, 2010, issued by the Deputy Registrar of Companies, Maharashtra.

6. Annual General Meeting resolution dated September 2, 2011 and the resolution of the Board dated August 22, 2011 authorising the Issue.

7. Copies of the annual reports of our Company for the years ended March 31, 2007, 2008, 2009, 2010 and 2011.

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8. Report of the Statutory Auditor, M/s Suresh Surana & Associates, Chartered Accountants

dated September 21, 2011 on our Company’s restated standalone financial statements as of and for the Financial Years ended March 31, 2007, 2008, 2009, 2010 and 2011.

9. Copy of the ‘Statement of Tax Benefits’ report issued by M/s Suresh Surana & Associates, Chartered Accountants, dated September 23, 2011

10. Copy of the Certificate from the Statutory Auditor, M/s Suresh Surana & Associates, Chartered Accountants, dated September 23, 2011 regarding the sources and deployment of funds as on September 21 2011.

11. IPO Grading Report issued by CARE dated [●].

12. Consents in writing from our Directors, Company Secretary, Compliance Officer, Statutory Auditors, Bankers to our Company, Bankers to the Issue*, Book Running Lead Manager, Syndicate Member(s)*, Underwriter(s)*, IPO Grading Agency, Registrar of the Issue, Legal Advisor to the Issue to act in their respective capacities. * The aforesaid will be appointed and their consents as above would be obtained prior to filing the Red Herring Prospectus with the RoC.

13. In-principle listing approvals from BSE and NSE dated [●] and [●] respectively.

14. Due Diligence Certificate dated September 27, 2011 to SEBI from the Book Running Lead Manager.

15. SEBI observation letter no. [●] dated [●]. Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

We, the undersigned, hereby certify that, all the relevant provisions of the Companies Act, 1956, and the guidelines issued by the Government of India or the guidelines and regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or rules made there under or regulations or guidelines issued, as the case may be. We further certify that all the disclosures and statements made in this Draft Red Herring Prospectus are true, fair, accurate and correct. Signed by all the Directors

Signed by Senior Manager- Accounts and Finance and Company Secretary

Place: Mumbai Date: September 27, 2011

Mr. Pradeep Bhangale Chairman and Managing Director

Mrs. Prachi Bhangale Executive, Non Independent Director

Mr. Dinesh Nair Executive, Non Independent Director

Mr. Praveen Bangad Non Executive, Independent Director

Mr. Devinder Kumar Arora Non Executive, Independent Director

Mr. Ravishankar Gopalan Non Executive, Independent Director

Mr. Amol Patil Senior Manager- Accounts and Finance

Mr. Manish Singh Company Secretary

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IPO Grading Report

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