Information Memorandum

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HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED (FORMERLY HTMT GLOBAL SOLUTION LIMITED)

The Company was incorporated as Tele Video Communications India Pvt. Limited on 13th January 1995 under the Companies Act, 1956 and was converted into a public limited company on 20th May 1996. The name of the Company was changed to HTMT Technologies Limited and then to HTMT Global Solutions Limited vide fresh Certificates of Incorporation consequent upon change of name dated 11th July 2006 and 12th March 2007 respectively issued by the Registrar of Companies, Maharashtra, Mumbai.

Regd. Office: IN CENTRE, 49/50, MIDC, 12TH ROAD, ANDHERI (EAST), MUMBAI 400093 Tel No.: 66910945 Fax No.: 66910988 Website: www.htmtglobal.com

Contact Person: Mr. Somnath Majumdar, Senior Vice President and Head – Legal & Secretarial (Company Secretary and Compliance Officer); Email: [email protected]

INFORMATION MEMORANDUM FOR LISTING OF 20538003 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP BEING SHARES ISSUED PURSUANT TO THE SCHEME OF ARRANGEMENT AND RECONSTRUCTION BETWEEN THE COMPANY AND HINDUJA TMT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS.

GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity shares of HTMT Global Solutions Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the shares of t h e Company. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of risk factors on pages 8 to 10 of this Information Memorandum. ABSOLUTE RESPONSIBILITY OF HTMT GLOBAL SOLUTIONS LIMITED HTMT Global Solutions Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company which is material, that the information contained in this Information Memorandum 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 document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares o f HTMT Global Solutions Limited are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has submitted this Information Memorandum with BSE and NSE and the same has been made available on the Company’s website viz. www.htmtglobal.com . The Information Memorandum would also be made available on the website of BSE viz. www.bseindia.com and on the website of NSE viz. www.nseindia.com.

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REGISTRAR AND SHARE TRANSFER AGENT: SHAREPRO SERVICES (INDIA) PVT. LTD. 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400021 Tel : (91-22) 22884526;Fax : (91-22) 22825484; Contact Person : Ms. Mazrine Wadia; E-mail: [email protected]

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TABLE OF CONTENTS

Sr. Particulars Page No. No. I Definitions, Abbreviations and Industry related terms 4

II Risk Factors 8

III Summary 11

IV General Information 13

V Capital Structure 15

VI Scheme of Arrangement 27

VII Statement of Tax benefits 33

VIII Business 43

IX History of the Company 47

X Management 51

XI Promoters 70

XII Management Discussion and Analysis 73

XIII Financial Information 78

XIV Outstanding Litigations and Material Developments 120

XV Government Approvals 134

XVI Regulatory and Statutory Disclosures 135

XVII Description of Equity Shares and Terms of the Articles of Association 140

XVIII Documents for Inspection 153

XIX Declaration 154

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I DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS

Act The Companies Act, 1956 as amended from time to time AGM Annual General Meeting Articles / AOA Articles of Association of HTMT Global Solutions Limited Appointed Date / Opening of business on 1st October 2006 Demerger Appointed Date Bankers to the Bankers of HTMT Global Solutions Limited Company Board Board of Directors of HTMT Global Solutions Limited BPO Business Process Outsourcing BSE Bombay Stock Exchange Limited BTO Business Transformation Outsourcing CDSL Central Depository Services (India) Limited Company / HTMT HTMT Global Solutions Limited (formerly known as HTMT Global/Resulting Technologies Limited) Company Demerged Company See “Hinduja TMT Limited” below Demerged The whole of the IT/ITES Business of the Demerged Company in Undertaking India and abroad, on a going concern basis, as defined in Clause 6(C) read with Clause 1 of the Scheme Demerger Transfer by way of demerger of the Demerged Undertaking of the Demerged Company to the Resulting Company, and the consequent issue of equity shares of the Resulting Company to the shareholders of the Demerged Company as set out in the Scheme Depositories Act The Depositories Act, 1996 as amended from time to time Depository A Depository registered with SEBI under the SEBI (Depositories & Participants) Regulations, 1996 as amended from time to time Directors Directors on the Board of HTMT Global Solutions Limited DP Depository Participant EPS Earnings Per Share {EPS = Profit After Tax / No. of Equity Shares} Equity Shares Fully paid-up equity shares of Rs.10/- each of HTMT Global Solutions Limited Equity Shareholders Equity Shareholders of HTMT Global Solutions Limited Effective date 7th March 2007, being the date of coming into effect of the Scheme FEMA Foreign Exchange Management Act, 1999 read with rules and regulations there under and amendments thereto FI Financial Institution FII(s) Foreign Institutional Investor(s) registered with SEBI under applicable laws Hinduja TMT Limited Hinduja TMT Limited having its registered office at In Centre, / Hinduja TMT / 49/50, MIDC, 12th Road, Andheri (East), Mumbai 400093 . Holding Company / Demerged Company HTMT Global See “Company” above

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Information This Information Memorandum Memorandum I T Act Income Tax Act, 1961 as amended from time to time IT/ITES Undertaking Means and includes the Information Technology/Information Technology Enabled Services Undertaking of Hinduja TMT Limited transferred and vested in HTMT Global Solutions Limited as a going concern in terms of the Scheme and more particularly defined in Clause 6(C) read with Clause 1 of the Scheme. KPO Knowledge Process Outsourcing MOA Memorandum of Association of HTMT Global Solutions Limited NA Not Applicable NAV Net Asset Value {NAV = Net worth / No. of equity shares} NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited P/E Ratio Price/Earnings Ratio PAT Profit After Tax RBI Reserve Bank of India Record Date 9th April 2007, being the date fixed by the Board of Directors of HTMT Global Solutions Limited and Hinduja TMT Limited pursuant to Clause 23 of the Scheme. Registrar and Share Sharepro Services (India) Pvt. Ltd. having its Registered Office at Transfer Agent / Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Registrars / Sharepro Road, Chakala, Andheri (East), Mumbai 400099 and office at 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400021. Resulting Company See “Company” above ROC Registrar of Companies, Maharashtra, Mumbai Scheme / Scheme of Scheme of Arrangement and Reconstruction under Sections Arrangement and 100, 391 to 394 and other applicable provisions of the Companies Reconstruction Act, 1956 between HTMT Global Solutions Limited and Hinduja TMT Limited and their respective Shareholders and Creditors for the Demerger of the Information Technology/Information Technology Enabled Services (IT/ITES) Undertaking of Hinduja TMT Limited into HTMT Global Solutions Limited (with Appointed Date being 1st October 2006) and Reduction of the Issued, Subscribed and Paid up share capital of HTMT Global Solutions Limited, as sanctioned by the Hon’ble High Court of Judicature at Bombay vide its Order dated 23rd February 2007, which was filed with the Registrar of Companies, Maharashtra on 7th March 2007, which is the Effective Date of the Scheme. SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 SEBI Guidelines Extant Guidelines for Disclosure and Investor Protection issued by the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended), called Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended, including instructions and clarifications issued by SEBI from time to time. Security(ies) Equity Share(s)

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Share Certificate(s) Equity Share Certificate(s) Stock Exchange Bombay Stock Exchange Limited and The National Stock Exchange of India Limited

CURRENCY OF PRESENTATION

In the Information Memorandum all reference to ‘Rs’ refer to Rupees, the lawful currency of India, reference to one gender also refers to another gender and the word ‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘ten lakhs’ and the word ‘crore’ means ‘ten million’.

CERTAIN CONVENTIONS; USE OF MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from the company’s restated financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, and unless otherwise stated, references to a particular fiscal year are to the twelve-month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum.

Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data and industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified .The information included in this Information Memorandum about other Companies is based on their respective Annual Reports and information made available by the respective companies.

FORWARD- LOOKING STATEMENTS This Information Memorandum may contain words or phrases such as “will”, “aim”, “will likely 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”. Similarly, statements that describe the Company’s objectives, plans or goals also are forward-looking statements. Actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with the Company’s expectations with respect to, but not limited to: • General economic and business conditions in India and other countries; • Regulatory changes and the Company’s ability to respond to them; • The Company’s ability to successfully implement its strategy, growth and expansion plans; • Technological changes; • The Company’s exposure to market risks, general economic and political conditions in India which have an impact on its business activities or investments; • The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally; • Changes in domestic and foreign laws, regulations and taxes and changes in competition in the industry.

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For further discussion of factors that could cause the actual results to differ, please see the section titled “Risk Factors” of this Information Memorandum. 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.

The Company does not have any obligation to, and does not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.

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II RISK FACTORS

An investment in equity shares involves a high degree of risk. Investors should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below. If any of the following risks actually occur, the Company’s business, financial condition and results of operations could suffer and may cause the trading price of the Company’s Equity Shares to decline, and investors may lose all or part of their investment.

Internal: 1. Human Resources: The Company's future success will depend in part on its continued ability to hire, assimilate and retain qualified personnel. Competition for such personnel is intense, and management may not be successful in attracting or retaining such personnel. The loss of any key employee, the failure of any key employee to perform in his or her current position or 'the Company's inability to attract and retain skilled employees, particularly technical and management, as needed, could harm the Company's business. The loss of the services of any executive officer or other key technical or management personnel could also harm the Company's business. 2. Competition risk: The market in which the Company operates is highly competitive and subject to rapid technological change, regulatory developments and emerging industry standards that the Company expects will continue. This could result in lower margins in future for the Company and could also result in increased pricing pressures. Certain of the Company's competitors have substantially greater financial, technical, marketing and other resources than the Company, and competitors of the Company make and continue to make significant investments in construction of new facilities. 3. Contractual risks: A significant portion of the Company's contracts with its customers are on a non-exclusive, project-by-project basis. The customers, with or without cause, may terminate the contracts by providing an advance notice usually varying between 30 to 90 days. Further, these contracts do not carry a commitment of future volume of business. The Company's business is therefore dependent on the decisions and actions of the customer, which is outside the Company's control, and which may result in the termination of the said contracts. These actions could include: • Financial difficulties for the Clients • Demand for reduction in prices. • Takeover of the customer by another company/group.

Contractual Risk will also pertain to liquidated damages and other penalties associated with the non-fulfillments of contractual obligations either with customers or with other parties. In addition the Company gives guarantees on behalf of its subsidiaries. The Company makes sufficient provision for warranties to cover such eventualities wherever required. The Company also has insurance cover for 'errors and omissions'.

4. Customer retention: Customer retention is an important factor in the amount and predictability of revenue and profits in the Company's businesses. The Company's ability to retain customers will depend on a number of factors, including: • customer satisfaction; • service offerings by competitors; • customer service levels; and price.

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External: 1. Regulatory risks: The Company operates in various countries around the world and is required to comply with rules, regulations and laws in these countries. Non- compliance may expose the Company to penal and or monetary repercussions besides generating negative publicity. The Company is advised by legal counsel and consultants in the various countries where it operates to ensure compliance with their respective regulations.

2. Geographic concentration risk: The Company’s major operating revenues are derived from the US, which makes it susceptible to adverse market conditions and events that might exist in the US and thus affect the Company's revenues. To counter this, more clientele in other geographies are pursued to reduce the dependence of the Company on US based customers. 3. International operations risk: The Company has international operations in Philippines, Mauritius, US and Canada. International operations are subject to various risks which could adversely affect those operations or the business as a whole, including: • costs of customizing services for foreign customers; • difficulties in managing and staffing international operations; • the burdens of complying with a wide variety of foreign laws; and • exposure to local economic conditions.

4. Overseas tax obligation risk: The Company is required to comply with various state level legislation / statutes in the US, Canada, Philippines, and Mauritius. Based on legal opinion the Company provides for the Income / Sales taxes in the various states in the US, Canada, Philippines, and Mauritius where it has operations. In the event of dispute with the state authorities, the actual tax liability may be higher than that recognized hitherto by the Company. The Company’s tax consultants and legal advisors in the US, Canada, Philippines, and Mauritius suitably verify the tax calculation and provision so as to mitigate these risks 5. Mergers & Acquisitions: One of the Company's growth strategies is to make acquisitions of and investments in complementary businesses, technologies that would enable the Company to add services for the Company's core customer base and for adjacent markets, and to expand geographically. The Company's ability to make these acquisitions and investments depends on: • the availability of suitable acquisition candidates and investments at acceptable costs; • ability to compete effectively. for these acquisition candidates and investments; • the availability of capital to complete these acquisitions and investments. Also, from an accounting perspective, acquisitions and investments may involve non- recurring charges that could affect operating results. Also given the financial characteristics of the Company's businesses, it may be difficult to avoid making acquisitions that would dilute earnings per share. 6. Foreign exchange fluctuation risk: As over 65% of the Company's operating revenues are currently accrued in foreign currency, it is exposed to currency fluctuations and volatility against the Indian rupee. Principal currencies dealt with by the Company include the US Dollar and the Philippine Peso. To the extent that there is a significant appreciation of the rupee, it will affect the Company’s earnings negatively. Such volatility would also affect the Company’s assets located at various locations in terms of their carrying value. A rupee depreciation will affect the Company's import policy especially covering capital items thereby increasing its liability and cost. Conversely a rupee appreciation will affect the Company's revenue streams and will also reduce the carrying value of current assets especially accounts receivable. These risks are hedged by the purchase of forward covers.

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7. Capital expenditure risk: Significant resources are required for acquisition of capital equipment especially for the Company's BPO business. The Company is generally able to meet its requirement through internal accruals. However, the Company may need to borrow from external financial agencies at un- competitive rates of interest.

This section should also be read in conjunction with the section titled “Outstanding Litigations and Material Developments.”

DIVIDEND POLICY

Since incorporation, the Company has not declared any dividend. The declaration, recommendation and payment of dividend by the Board of Directors and the shareholders, would be at their discretion, which will depend on a number of factors, including but not limited to the Company’s earnings, capital requirements and overall financial condition.

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III SUMMARY

INDUSTRY SUMMARY

As per a Nasscom McKinsey report, the global offshore BPO industry has grown rapidly at a 43% CAGR from $ 2.3 billion in 2001 to $ 11.4 billion in 2005. The Indian ITES-BPO exports have grown at a CAGR of 53% from $ 0.6 billion in 2000 to $ 5.1 billion in 2005. This report has estimated that the addressable Global Offshore BPO is approximately $ 150 billion. Another report by IDC shows that the BPO market achieved revenue of $ 382 billion in 2004 and is expected to grow to $ 641 billion by 2009 with a 10.9% CAGR.

From these estimates of reputed research houses, it becomes clear that this industry has enormous potential to grow because only 10% of the addressable market of $ 150 billion BPO potential is exploited till date. Approximately 35-40% of the addressable market is likely to be captured in the next 4 years as the BPO market is expected to increase in size and gain in stature with $ 55 billion expected to be offshored to low cost offshore locations by 2010.

Knowledge Process Outsourcing (KPO) is the next frontier for Global Sourced BPO which requires application of knowledge, judgment and experience in particular lines of business. The KPO potential is expected to be around USD 17 billion by 2010 and India is at present dominating with 71% market share (source: Evalueserve). Several KPO opportunities like Legal services, Engineering R&D, Content Development, Market Research, Analytics are emerging.

BUSINESS SUMMARY

The Company was incorporated on 13th January 1995 as Tele Video Communications India Pvt. Limited. The Company was converted into a public limited company on 20th May 1996. The name of the Company was changed to HTMT Technologies Limited and then to HTMT Global Solutions Limited vide fresh Certificates of Incorporation consequent upon change of name dated 11th July 2006 and 12th March 2007 respectively issued by the Registrar of Companies, Maharashtra, Mumbai. At the time of incorporation, the main objects of the Company were the carrying on of activities relating to Media business. The objects of the Company were amended by introducing objects relating to Information Technology/Information Technology Enabled Services (IT/ITES) pursuant to the possible demerger of the IT/ITES undertaking of Hinduja TMT Limited into the Company vide Special Resolution passed by the shareholders at the Extra Ordinary General Meeting held on 31st March 2006 and confirmed by the Registrar of Companies, Maharashtra on 19th May 2006.

The Company entered into the Scheme of Arrangement and Reconstruction under Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 with Hinduja TMT Limited and their respective Shareholders and Creditors (“Scheme”) for the demerger of the IT/ITES Undertaking of Hinduja TMT Limited into the Company on a going concern basis and reduction of the issued, subscribed and paid up share capital of the Company. The Appointed Date for the demerger as per the Scheme was 1st October 2006. The Scheme was sanctioned by the Hon’ble High Court of Judicature at Bombay vide its Order dated 23rd February 2007, which was filed with the Registrar of Companies, Maharashtra on 7th March 2007, which is the Effective Date of the Scheme.

Clause 27 of the Scheme, as sanctioned by the Hon’ble High Court of Judicature at Bombay provides that the equity Shares of the Resulting Company, viz. HTMT Global Solutions Limited

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shall, subject to the execution of the listing agreement and payment of the appropriate fee, be listed on the National Stock Exchange of India Limited, the Bombay Stock Exchange Limited and on such other recognized stock exchange(s) in India, if any, as may be decided by the Board of Directors of the Resulting Company on consideration of all relevant factors.

The business model of the Company ranges from being an India offshore centric vendor to the Global Delivery offshoring partner having capabilities to provide outsourcing services from onshore, near shore & offshore locations both in BPO and call centres.

The Company has positioned itself to offer Business Transformation Outsourcing (BTO) solutions in key verticals like Healthcare, Telecom, Banking and Financial Services, Consumer Electronics & Packaging and Transportation & Logistics. The Company’s positioning is line with its Vision “To be a globally preferred Business Transformation Partner for our clients through innovative outsourcing solutions”. The Company expects to achieve this by having its total focus in making its customers competitive.

The Company has an employee strength of around 9500 with offices in North America, London & Paris in Europe and 20 delivery centers in Bangalore, Mysore, Mumbai, Chennai & Hyderabad in India, Lyndhurst, Peoria, St Louis, Waterloo, El Paso in the United States, Montreal & Toronto in Canada, Cyber City in Mauritius and Manila in Philippines who constantly engage in delivering a wide range of high quality outsourcing services to over 65 leading companies across the world. The 20 delivery centres in 5 countries across the world makes the Company a true international player having Global Delivery capabilities. The Company has pioneered the art of opening up operations in Tier II and Tier III locations. The Company will leverage on this strength to continuously provide cost arbitrage to its customers and to scale up its employee talent base. The Company will also plan to strengthen its Global Delivery by having alternate delivery locations across the globe to focus on new markets, opportunities and to reduce the country risk in consistently delivering to its Customer.

The Company manages processes across several verticals including Telecom, Healthcare Insurance, Banking & Financial Services, Consumer Electronics, Products Energy & Utilities etc. The Company has proven expertise in acquiring, integrating and growing the acquired entities. This enabled the Company to grow very significantly in the past five years. The Company will continue to inorganically grow its business so as radically transform itself to provide Business Transformation Solutions to its Customers.

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IV GENERAL INFORMATION

HTMT Global Solutions Limited (formerly HTMT Technologies Limited) was incorporated on 13th January 1995 under the Companies Act, 1956 with the name Tele Video Communications India Pvt. Limited.

Address of the Registered Office of the Company: HTMT Global Solutions Limited In Centre, 49/50 MIDC, 12th Road, Andheri (East), Mumbai 400093 Tel No.: 66910945 Fax No.: 66910988

Registration Number: U92199MH1995PLC084610

Address of Registrar of Companies where the Company is registered: The Registrar of Companies, Mumbai, Maharashtra 100, Everest Building, Marine Lines, Mumbai 400002

Board of Directors as on the date of filing of the Information Memorandum:

Sr. No. Name Designation 1 Mr. Ramkrishan P. Hinduja Chairman 2 Mr. Dheeraj G. Hinduja Director 3 Mr. Anil Harish Director 4 Mr. Rajendra P. Chitale Director 5 Mr. Somabrata Mandal Director 6 Mr. Kailash Chandra Samdani Director

For further details of the Board of Directors of the Company, please see the Section titled “Management”

Company Secretary & Compliance Officer:

Mr. Somnath Majumdar, Senior Vice President and Head – Legal & Secretarial. In Centre, 49/50 MIDC, 12th Road, Andheri (East), Mumbai 400093 Tel No.: 66910945 Fax No.: 66910988 Email ID: [email protected]

Banker to the Company:

IndusInd Bank Limited IndusInd House 425, Dadasahed Bhadkamkar Marg, Mumbai 400 004

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Auditors: Price Waterhouse, Chartered Accountants, 252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai 400028 Tel No. 66691000 Fax No. :66547800

Registrar and Share Transfer Agent: Sharepro Services (India) Pvt. Limited 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400021 Tel : (91-22) 22884526;Fax : (91-22) 22825484; Contact Person : Ms. Mazrine Wadia; E-mail: [email protected]

Disposal of Investor’s Grievances:

Complaints, if any, received in respect of the Shares will be attended to by the Registrar and Share Transfer Agent in coordination with the Company expeditiously and to the satisfaction of the shareholders.

Stock Market Data for Equity Shares of the Company:

The Equity Shares of the Company are presently not listed on any stock exchanges. The Company is seeking approval for listing of its shares on BSE and NSE.

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V CAPITAL STRUCTURE OF THE COMPANY

SHARE CAPITAL:

PRE SCHEME OF ARRANGEMENT:

Number Rupee Authorised Capital 60,00,000 Equity Shares of Rs.10/- each 6,00,00,000 Total 6,00,00,000

Issued, Subscribed and Paid-up 250,000 Equity Shares of Rs.10/- each 25,00,000 # Total 25,00,000 #

POST SCHEME OF ARRANGEMENT

Number Rupee Authorised Capital 25,000,000 Equity Shares of Rs.10/- each 250,000,000 Total 250,000,000

Issued, Subscribed and Paid-up 20538003 Equity Shares of Rs.10/- each fully paid up 20,53,80,030 Total 20,53,80,030

# Pursuant to Clause 32 of the Scheme, on allotment of 20538003 Equity Shares of the Resulting Company viz. HTMT Global Solutions Limited to the shareholders of the Demerged Company viz. Hinduja TMT Limited who were entitled to the same in the Demerger Share Entitlement Ratio of one Equity Share of HTMT Global Solutions for every two equity shares of Hinduja TMT Limited held by them on the Record Date (i.e. 9th April 2007), the existing shareholding of the Demerged Company in the Resulting Company (i.e. Rs. 25,00,000/-) was cancelled as an integral part of the Scheme in accordance with the provisions of Sections 100 to 103 of the Act. The reduction, as aforesaid, did not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital.

Notes to Capital Structure:

1. Share Capital History of the Company:

Authorised Share Capital: The Company was incorporated with an authorised capital of Rs.25,00,000 (Rs. Twenty five lakhs) divided into 25000 equity shares of Rs.100/- each.

The authorised share capital of the Company was then increased from Rs. 25,00,000 (Rs. Twenty fife lakhs) to Rs.6,00,00,000 (Rs. Six crores) divided into 600000 equity shares of Rs.100/- each by resolution passed by the members on 22nd May 1995.

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The authorized share capital was altered by subdividing the face value of the Equity Shares of the Company from Rs.6,00,00,000 divided into 600000 equity shares of Rs.100/- each fully paid up to Rs. Rs.6,00,00,000 divided into 60,00,000 equity shares of Rs.10/- each fully paid up by an ordinary resolution passed by the members on 17th June 2006.

The authorized share capital of the Company was thereafter increased from Rs.6,00,00,000 (Rs. Six crores) divided into 60,00,000 equity shares of Rs.10/- each fully paid up to Rs.25,00,00,000 (Rupees Twenty Five Crores) divided into 250,00,000 equity shares of Rs.10/- each pursuant to Clause 34(a) of the Scheme of Arrangement and Reconstruction on 7th March 2007 being the Effective Date of the Scheme

Issued, Subscribed & Paid up Share Capital:

Rs. 2000 divided into 20 Equity Shares of Rs. 100/- each were subscribed by the signatories to the Memorandum of Association of the Company.

400000 Equity Shares of Rs.100/- each for cash at par aggregating to Rs 4,00,00,000 were allotted on 4th October 1995.

The issued, subscribed and paid up share capital of the Company was reduced from Rs. 4,00,02,000 (Rs. Four Crores Two Thousand only) divided into 4,00,020 Equity Shares of Rs. 100/- each to Rs. 25,00,000 (Rupees Twenty Five Lakhs only) divided into 25,000 Equity Shares of Rs. 100/- each vide Order dated 28th June 2000 of the Hon’ble High Court of Judicature at Bombay in the Company Application No 260 of 2000 for reduction of the paid-up share capital of the Company.

The Scheme of Arrangement and Reconstruction between Hinduja TMT Limited (Demerged Company) and the Company and its respective shareholders and creditors for demerger of the Information Technology/Information Technology Enabled Services (IT/ITES) Undertaking of Hinduja TMT Limited into the Company and reduction of the issued, subscribed and paid up equity share capital of the Company was sanctioned by the Hon’ble High Court of Judicature at Bombay vide order dated 23rd February 2007 under Sections 100, 391-394 of the Companies Act, 1956, The Orders under Sections 391-394 of the Companies Act, 1956 of both the companies were filed with the Registrar of Companies, Maharashtra on 7thMarch 2007. Accordingly the Demerger is effective from 7th March 2007.

Pursuant to Clause 23 of the Scheme, the Board of Directors of the Company on 10th April 2007 issued and allotted 20538003 Equity Shares of Rs. 10/- each to the shareholders of the Demerged Company whose names appeared in the Register of Members of the Demerged Company on the Record Date viz 9th April 2007 in the Demerger Share Entitlement Ratio of 1 equity share of Rs. 10/- each credited as fully paid up of the Company for every 2 equity shares of Rs.10/- each held by such member in the Demerged Company.

On allotment of 2,05,38,003 Equity Shares by the Company, the issued, subscribed and paid up share capital of the Company reduced from Rs.207880030/- consisting of 20788003 equity shares of Rs. 10/- each fully paid-up to Rs. 205380030/- consisting of 20538003 equity shares of Rs.10/- each fully paid-up, and the reduction was effected by the cancellation of the pre-Demerger paid-up share capital of the Company of 250000 equity shares of Rs. 10/- each fully paid-up, held by the Demerged Company pursuant to

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Clause 32 of the Scheme in accordance with the provisions of Sections 100 to 103 of the Companies Act 1956.

2. Pre - Scheme of Arrangement Shareholding Pattern of the Company (As on 9th April 2007, being the Record Date):

I (a)

Category Category of No. of Total No. of shares Total Code Shareholder share- No. of held in shareholding holders shares dematerialised as a form percentage of total No. of shares As a As a percentage of percentage (A+B) of (A+B+C) (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/Hindu Undivided Family 6 60 -- 0.02 0.02 (b) Central Govt./ State Govt.(s) ------(c) Bodies Corporate 1 249940 -- 99.98 99.98 (d) Financial Institutions/ Banks ------(e) Any others (specify) ------Sub-Total (A) (1) 7 250000 0 100.00 100.00

2 Foreign (a) Individuals (Non- Residents Individuals/Foreign Individuals ------(b) Bodies Corporate (c) Institutions ------(d) Any others (specify) ------Sub-Total (A) (2) 0 0 0 0.00 0.00

Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) 7 250000 0 100.00 100.00

(B) Public Shareholding 1 Institutions ------(a) Mutual Funds/UTI ------(b) Financial Institutions/ ------Banks (c) Central Govt/State Govt (s). ------(d) Venture Capital

17 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Funds ------(e) Insurance Companies ------(f) Foreign Institutional Investors ------(g) Foreign Venture Capital Investors ------(h) Any others (specify) ------Sub-Total (B) (1) 0 0 0 0.00 0.00

B2 Non-Institutions (a) Bodies Corporate ------(b) Individuals ------I Idividual-1. Individual shareholders holding nominal ------share capital upto Rs.1 lac II ii. Individual shareholders holding nominal share capital in ------excess of Rs.1 lac (c) Any others (specify) Sub-Total (B)(2) 0 0 0 0.00 0.00 (B) Total Public Shareholding (B)=(B)(1)+(B)(2) 0 0 0 0.00 0.00

Total=(A)+(B) 7 250000 0 100.00 100.00 (C) Shares held by Custodians and against which Depository Receipts have been issued ------GRAND TOTAL =(A)+(B)+(C) 7 250000 -- 100.00 100.00

I (b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

Sr. No. Name of the Shareholder No. of shares Shares as a percentage of total No. of shares (i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above. 1 Hinduja TMT Limited. 249940 99.980 2* Somnath Majumdar jtly with Hinduja TMT Limited 10 0.004 3* Yagnesh Sanghrajka jtly with Hinduja TMT Limited 10 0.004 4* Ravi Mansukhani jtly with Hinduja TMT Limited 10 0.004 5* Ashok Mansukhani jtly with Hinduja TMT

18 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Limited 10 0.004 6* K.C. Samdani jtly with Hinduja TMT Limited 10 0.004 7* Satheesh Kumar jtly with Hinduja TMT Limited 10 0.004 Total 250000 100.00

* Nominees of Hinduja TMT Limited

I (c) Statement showing Shareholding of persons belonging to the category “Pubic” and holding more than 1% of the total No. of shares.

Sr. No. Name of the Shareholder No. of shares Shares as a percentage of total No. of shares (i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above. -----NIL----

I (d) Statement showing details of locked-in-shares

Sr. No. Name of the Shareholder No. of shares Locked-in shares as a percentage of total -----NIL----

II (a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of outstanding DR (ADRs, GDRs, No. of No. of shares underlying SDRs, etc.) outstanding outstanding DRs. DRs -----NIL-----

(II) (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total No. of shares

Sr. No. Name of the DR Holder Type of No. of shares underlying outstanding DR outstanding DRs. (ADRs) -----NIL-----

19 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

3. Post - Scheme of Arrangement Shareholding Pattern of the Company as the date of this Information Memorandum:

I (a)

Category Category of No. of Total No. No. of shares Total Code Shareholder share- of shares held in shareholding holders dematerialised as a form percentage of total No. of shares As a As a percentage of percentage (A+B) of (A+B+C) (A) Shareholding of Promoter and Promoter Group 1 Indian (a) Individuals/Hindu 14 4686985 4686985 22.82 22.82 Undivided Family (b) Central Govt./ ------State Govt.(s) (c) Bodies Corporate 5 6057228 6057228 29.49 29.49 (d) Financial ------Institutions/ Banks (e) Any others ------(specify) Sub-Total (A) (1) 19 10744213 10744213 52.31 52.31

2 Foreign (a) Individuals (Non------Residents Individuals/Foreign Individuals (b) Bodies Corporate 2 2784160 2784160 13.56 13.56 (c) Institutions ------(d) Any others ------(specify) Sub-Total (A) (2) 2 2784160 2784160 13.56 13.56

Total Shareholding of Promoter and Promoter Group (A) = (A) (1) + 21 13528373 13528373 65.87 65.87 (A)(1)+(A)(2)

(B) Public Shareholding 1 Institutions (a) Mutual Funds/UTI 10 1744456 1744456 8.49 8.49 (b) Financial 2 50025 50025 0.24 0.24 Institutions/Banks

20 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Companies (f) Foreign Institutional 23 3216302 3216302 15.66 15.66 Investors (g) Foreign Venture Capital Investors (h) Any others ------(specify) Sub-Total (B) (1) 35 5010783 5010783 24.40 24.40

B2 Non-Institutions (a) Bodies Corporate 633 787386 768161 3.83 3.83 (b) Individuals I i. Individual shareholders holding nominal share capital upto 12137 1148134 1054952 5.59 5.59 Rs.1 lac II ii. Individual shareholders holding nominal share capital in 3 63327 63327 0.31 0.31 excess of Rs.1 lac Sub-Total (B) (2) 12773 1998847 1886440 9.73 9.73 (B) Total Public Shareholding (B)= (B) (1)+(B) (2) 12808 7009630 6897223 34.13 34.13 Total = (A)+(B) 12829 20538003 20425596 100.00 100.00

(C) Shares held by Custodians and against which Depository Receipts have -- - - - been issued GRAND TOTAL 12829 20538003 20425596 100.00 100.00

I (b) Statement showing Shareholding of persons belonging to the category “Promoter and Promoter Group”

21 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Hinduja 12,498 0.06 8 Harsha A. Hinduja/Jt. S.P. Hinduja HUF (Bigger) and A.P. Hinduja 18,97,202 9.24 9 Vinoo Srichand Hinduja 61,065 0.30 10 Aasia Management & Consultancy Pvt. Ltd. jtly with Aasia Properties Development Ltd. 20,51,988 9.99 11 Aasia Management & Consultancy Pvt. Ltd. 35,52,449 17.30 12 Aasia Management & Consultancy Pvt. Ltd. jtly with Aasia Properties Development Ltd. 3,25,300 1.58 13 Amas Mauritius Ltd. 27,66,660` 13.47 14 Kumbat Ltd. 17,500 0.09 15 Siddharth Textiles Pvt. Ltd. 5,211 0.03 16 Aasia Properties Development Ltd. 1,22,280 0.60 17 S.P. Hinduja HUF (Bigger) 5,32,483 2.59 18 Satya Ashok Hinduja 6,60,698 3.22 19 Ambika Ashok Hinduja 1,77,242 0.86 20 Shom Ashok Hinduja 1,40,007 0.68 21 Shanoo Mukhi 955 0.00 TOTAL 1,35,28,373 65.87

I (c) Statement showing Shareholding of persons belonging to the category “Pubic” and holding more than 1% of the total No. of shares.

Sr. Name of the Shareholder No. of shares Shares as a No. percentage of total No. of shares (i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above. 1 Amam Limited A/c Invest-India (Mauritius) 8,04,147 3.92 Ltd. 2 Goldman Sachs Investments (Mauritius) I 7,04,136 3.43 Ltd. 3 HSBC Global Investment Fund 2,88,177 1.40 Mauritius/HSBC Global Investment Fund Bric Freestyle/Master Trust Bank of Japan/HSBC Financial Services (Middle East). 4 Copthall Mauritius Investment Ltd. 3,15,178 1.53 5. Citigroup Global Markets Mauritius Pvt 3,09,063 1.50 Ltd. 6 Reliance Capital Trustee Co. Ltd. 3,93,093 1.91 7 Tata Trustee Co. Pvt. Ltd. 4,53,028 2.21 8 HSBC India Opportunities Fund/ Unique 2,13,750 1.04 Opportunities Fund

22 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

I (d) Statement showing details of locked-in-shares (I) (d) Statement showing details of locked-in-shares

I (d) Statement showing details of locked-in-shares

Sr. No. Name of the Shareholder No. of shares Locked-in shares as a percentage of total 1 Aasia Management and Consultancy Pvt Ltd. 3552400 17.30 2 A.P.Hinduja(HUF) 54300 0.26 3 S.P.Hinduja HUF(Bigger) 501000 2.44 TOTAL 4107700 20.00

II (a) Statement showing details of Depository Receipts (DRs)

Sr. No. Type of outstanding DR (Ads, GDRs, SDRs, No. of No. of shares as a etc.) outstanding percentage of total DRs -NIL-

II (b) Statement showing Holding of Depository Receipts (DRs), where underlying shares are in excess of 1% of the total No. of shares

Sr. No. Name of the DR Holder Type of No. of shares underlying outstanding DR outstanding DRs. (ADRs) -NIL-

4. Details of the shareholding of the Promoters and Promoter Group:

(A) Pre - Scheme of Arrangement, as on 9th April 2007, (being the Record Date):

S. No. Name of Shareholder No. of shares % of holding

1 Hinduja TMT Limited 249940 99.98 2* Somnath Majumdar jtly with Hinduja TMT Limited 10 } 3* Yagnesh Sanghrajka jtly with Hinduja TMT Limited 10 } 4* Ravi Mansukhani jtly with Hinduja TMT Limited 10 } 0.02 5* Ashok Mansukhani jtly with Hinduja TMT Limited 10 } 6* K. C. Samdani jtly with Hinduja TMT Limited 10 } 7* Satheesh Kumar jtly with Hinduja TMT Limited 10 }

Total 250000 100.00

* Nominees of Hinduja TMT Limited

23 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

(B) Post- Scheme of Arrangement, as on the date of this Information Memorandum:

Sr. No. Name of the Shareholder No. of shares Shares as a percentage of total No. of shares (i.e. Grand Total (A)+(B)+(C) indicated in Statement at para (1)(a) above. 1 Ashok P. Hinduja 31,600 0.15 2 Ashok Parmanand Hinduja/ Jt. Harsha Ashok 45,313 0.22 Hinduja 3 Ashok Parmanand Hinduja/ Jt. S.P. Hinduja 3,85,715 1.88 HUF (Bigger) and Hinduja Properties Development Ltd. 4 A.P. Hinduja (HUF) 54,327 0.26 5 A.P. Hinduja/ Jt. Hinduja Properties Development Ld. and S.P. Hinduja HUF (Bigger) 6,71,185 3.27 6 Harsha Ashok Hinduja 16,695 0.08 7 Harsha Ashok Hinduja/Jt. Ashok Parmanand Hinduja 12,498 0.06 8 Harsha A. Hinduja/Jt. S.P. Hinduja HUF (Bigger) and A.P. Hinduja 18,97,202 9.24 9 Vinoo Srichand Hinduja 61,065 0.30 10 Aasia Management & Consultancy Pvt. Ltd. jtly with Aasia Properties Development Ltd. 20,51,988 9.99 11 Aasia Management & Consultancy Pvt. Ltd. 35,52,449 17.30 12 Aasia Management & Consultancy Pvt. Ltd. jtly with Aasia Properties Development Ltd. 3,25,300 1.58 13 Amas Mauritius Ltd. 27,66,660` 13.47 14 Kumbat Ltd. 17,500 0.09 15 Siddharth Textiles Pvt. Ltd. 5,211 0.03 16 Aasia Properties Development Ltd. 1,22,280 0.60 17 S.P. Hinduja HUF (Bigger) 5,32,483 2.59 18 Satya Ashok Hinduja 6,60,698 3.22 19 Ambika Ashok Hinduja 1,77,242 0.86 20 Shom Ashok Hinduja 1,40,007 0.68 21 Shanoo Mukhi 955 0.00 TOTAL 1,35,28,373 65.87

5. The list of top 10 shareholders of the Company and the number of Equity Shares held by them:

(A) Top 10 shareholders as on the date of the Information Memorandum:

Sr.No Names No of shares % of paid up held Capital

1 Aasia Management & Consultancy Pvt. Limited 35,52,449 17.30 2 Amas Mauritius Limited 27,66,660 13.47 3 Aasia Management & Consultancy Pvt. Limited 20,51,988 9.99 Jointly with Aasia Properties Development Limited 4 Harsha A.Hinduja /Jt. S.P.Hinduja HUF(Bigger) 18,97,202 9.24

24 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

and A.P.Hinduja 5 Aman Limited A/c Invest India (Mauritius) Ltd 8,04,147 3.92 6 Goldman Sachs Investments (Mauritius) Ltd 7,04,136 3.43 7 A.P.Hinduja Jt. Hinduja Properties Development 6,71,185 3.27 Ltd and S.P.Hinduja HUF(Bigger) 8 Satya Ashok Hinduja 6,60,698 3.22 9 S.P. Hinduja HUF (Bigger) 5,32,483 2.59 10 Tata Trustee Company Pvt. Limited 4,53,028 2.21

B) Top 10 shareholders o n t h e R e c o r d D a t e , prior to the date of the Information Memorandum:

S. No. Name of Shareholder No. of shares % of holding

Total 250000 100.00 * Nominees of Hinduja TMT Limited

C) Top 10 shareholders two years prior to the date of this Information Memorandum:

Sr. Name of the Shareholder No. of shares % No. 1 InNetwork Entertainment Limited 15000 60.00

2 Ashok P. Hinduja 9998 40.00

3 Mr. Subhas S. Pramanik 1 0.00

4 Mr. Abin K.Das 1 0.00

Total 25000 100.00

6. As sanctioned by the Hon’ble High Court of Judicature of Bombay pursuant to Clause 15 (c) of the Scheme of Arrangement and Reconstruction, 308860 Employee Stock Options have been granted in the aggregate to the eligible employees of the Company on the effective date i.e. on 7th March 2007 under the HTMT Technologies Limited Compensatory Employees Stock Option Plan 2006, in lieu of lapsed options of Hinduja TMT Limited. One half of the said options will vest on 7th March.2008 and the other half will vest on 7th March 2009.

Assuming that all the stock options will be exercised, the Shares that would be allotted pursuant to the exercise would represent approximately 1.50% of the paid-up capital of the

25 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Company.

7. Other than the Employee Stock Options referred to above, as on date of this Information Memorandum, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into equity shares of the Company, nor any outstanding debentures or bonds or other instruments issued by the Company.

8. The face value of the Equity Shares is presently Rs.10/- and there shall be only one denomination for the Equity Shares of the Company, subject to applicable regulations and the Company shall comply with such disclosure and accounting norms specified by SEBI, from time to time.

9. The number of shareholders is 12829 as on the date of this Information Memorandum.

10. None of the Equity Shares of the Company were under lock-in prior to the Scheme.

26 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

VI SCHEME OF ARRANGEMENT

Background and Rationale of the Scheme of Arrangement:

The Demerged Company’s core business was Information Technology (IT) and Information Technology enabled Services (ITES). At the same time, the Demerged Company also had presence in Media (Film Content, Cable TV distribution network) and Broadband (high speed internet and related value added services) businesses through its subsidiaries.

In recent years, the Demerged Company’s IT/ITES business (mainly Business Process Outsourcing – BPO) had grown at an industry-leading rate and the Demerged Company became one of the significant players in India. The Company made several overseas acquisitions of ITES- BPO companies as well as restructured its overseas and domestic operations. By enlarging its global delivery footprint and blending its core competencies residing in various units, the Demerged Company transformed itself into a global enterprise in the IT/ITES-BPO space.

At the same time, the Media and Broadband businesses of the Demerged Company also became well established and well prepared to participate in the era of explosive growth that is expected on the back of regulatory moves in motion.

In the context of the foregoing, the Demerged Company’s Directors considered that separating the two businesses viz. IT/ITES-BPO and Media/Broadband would be a sound value proposition. Going forward, it was considered that the IT/ITES-BPO business should be an independent pure play focused company for improving market visibility and industry and investor recognition. The sharper focus on IT/ITES-BPO would help attract further global customers and top class talent apart from aiding organic and inorganic growth initiatives.

Simultaneously, the Media/broadband businesses would also benefit from the sharp focus that would be accorded to them. The demerger would enable the media/broadband businesses to more effectively deal with the changing business and regulatory environment, whereby convergence within the sector is a challenge and an opportunity. Going forward, expansions through alliances, partnerships, strategic investments and joint ventures including mergers and acquisitions will be a key growth strategy for these businesses, and the restructuring would facilitate these initiatives.

To summarise, the Directors considered that the restructuring will not only unlock value for the shareholders in the short term, the new entities would achieve their individual business objectives faster and better than before, thereby creating further value for the shareholders in the long term.

Main Features of the Scheme:

The salient features of the Scheme are as follows:

(i) The Scheme envisages the demerger of the Demerged Undertaking (comprising of the whole of the IT/ITES Business of the Applicant Company, in India and abroad and as more particularly defined therein) of the Applicant Company to the Resulting Company pursuant to Sections 391 to 394 and other relevant provisions of the Act in the manner provided for in the Scheme.

(ii) The Scheme provides that the “Demerger Appointed Date” shall mean the opening of business on October 1, 2006.

27 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

(iii) The “Effective Date” for the Scheme means the last of the dates on which all the conditions and matters in relation to the Scheme referred to in Clause 38 of the Scheme have been fulfilled.

(iv) The “Demerged Undertaking” (as defined in the Scheme) means the whole of the IT/ITES Business of the Demerged Company, in India and abroad, described in Clause 1 of the Scheme, on a going concern basis, which shall include (without limitation):

(a) all assets and properties of or required for the IT/ITES Business wherever situated, whether movable or immovable, freehold or leasehold, tangible or intangible, including investments in, and advances to, as part of the business activity of IT/ITES Business, subsidiaries of the Demerged Company enumerated in Clause 1 of the Scheme including without limitation all funds, investments, plant and machinery, estates, buildings, offices (including marketing offices, corporate and administrative offices and liaison offices), machinery, capital work in progress, furniture, fixtures, office equipment, vehicles, computer installations, electricals including any other hardware or software applications, appliances, accessories, power lines, water pipelines and depots;

(b) all agreements, contracts, engagements, permits, quotas, rights, registrations, entitlements, industrial and other licences, bids, all assignments and grants thereof, tenders, letters of intent, expressions of interest, development rights (whether vested or potential and whether under agreements or otherwise), municipal permissions, approvals, consents, subsidies, tax credits, incentives, tenancies in relation to office and/or residential properties for the employees, investments or interest (whether vested, contingent or otherwise) in projects undertaken or contracted to be undertaken either solely or jointly with other parties, goodwill, trade marks, trade names, trade secrets, product registrations, patents, copyrights, all other intellectual property, bank accounts, receivables, privileges, insurance claims and policies, powers of attorney, and authorities, certifications, all other rights including sales tax deferrals and exemptions and other benefits, lease rights, licences, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, emails, telexes, facsimile, VSATs connections and installations and any other communication devices, utilities, electricity and other services, provisions, funds, benefits of all agreements, contracts and arrangements and all other interests in connection with or relating to the Demerged Undertaking, including licenses, approvals, certificates, clearances, exemptions and all benefits relating to units in software technology parks /special economic zones ;

(c) all deposits or benefits of any deposits, balances, earnest moneys and/or security deposits paid or received by the Demerged Company directly or indirectly in connection with or relating to the Demerged Undertaking;

(d) all books, records, files, papers, engineering and process information, computer programmes along with licenses, drawings, back up copies, websites, domain names, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records, whether in physical form or electronic form in connection with or relating to the Demerged Undertaking; and

(e) debts, duties, obligations and liabilities (including contingent liabilities) relatable to the Demerged Undertaking;

28 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Explanation:

(I) For the purpose of the Scheme, it is clarified that the liabilities pertaining to the Demerged Undertaking are:

(a) The liabilities which accrue or arise out of the activities or operations of the IT/ITES Business.

(b) Specific loans and borrowings (including debentures) raised, incurred and utilised solely for the activities or operation of the IT/ITES Business.

(c) Liabilities (including debentures, if any) other than those referred to in sub-clauses (a) and (b) above, if any, being the amounts of general or multipurpose borrowings of the Demerged Company, allocated to the IT/ITES Business in the same proportion in which the value of the assets transferred under the Scheme bear to the total value of the assets of the Demerged Company as at the end of business on the date immediately preceding the Demerger Appointed Date.

(II) Any question that may arise as to whether a specified asset or liability pertains or does not pertain to the IT/ITES Business or whether it arises out of the activities or operations of the IT/ITES Business shall be decided by mutual agreement between the Board of Directors of the Demerged Company and the Resulting Company.

(v) The “Remaining Undertaking” as defined in the Scheme means all the estate, assets, rights, title, interests, businesses, undertakings, activities, operations and the divisions of the Demerged Company, including the Media Business of the Demerged Company, save and except the Demerged Undertaking;

(vi) The “Demerger Share Entitlement Ratio”, as defined in the Scheme, means the ratio in which the Resulting Company will issue and allot shares to each member of the Applicant Company whose name is recorded in the register of members of the Applicant Company on the Record Date (as defined therein) in consideration for the demerger, being 1 Equity Share in the Resulting Company of Rs. 10 /- credited as fully paid up for every 2 Equity Shares of Rs.10/- each fully paid up held by such member in the Applicant Company.

(vii) A summary of the salient features of the Scheme is set out below:

(a) the demerger of the Demerged Undertaking of the Applicant Company to the Resulting Company, and the consequent issue of equity shares by the Resulting Company to the shareholders of the Applicant Company in the Demerger Share Entitlement Ratio. M/s PricewaterhouseCoopers Private Limited and M/s Haribhakti MRI Corporate Services Private Limited, have jointly confirmed that the Demerger Share Entitlement Ratio is fair;

(b) various other matters consequential or otherwise integrally connected with the above, including:

(i)the manner of vesting and transfer of the assets of the Demerged Undertaking in the Resulting Company;

29 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

(ii)the transfer of contracts, deeds, bonds, agreements, schemes, arrangements and other instruments of whatsoever nature relating to the Demerged Undertaking in favour of the Resulting Company;

(iii)the transfer to the Resulting Company of all consents, permissions, licenses, certificates, clearances, authorities, powers of attorney given by, issued to or executed in favour of the Applicant Company in relation to the Demerged Undertaking;

(iv)the transfer of debts, liabilities, duties, and obligations of the Applicant Company and being a part of the Demerged Undertaking to the Resulting Company;

(v)the transfer to the Resulting Company of all legal, taxation or other proceedings, whether civil or criminal, (including before any statutory or quasi-judicial authority or tribunal) by or against the Applicant Company and relating to the Demerged Undertaking;

(vi)the manner in which the business of the Demerged Undertaking is to be carried on in trust by the Applicant Company for the benefit of the Resulting Company from the Appointed Date till the Effective Date;

(vii)the transfer of permanent employees engaged in the Demerged Undertaking of the Applicant Company to the Resulting Company on terms and conditions not less favourable than those on which they are engaged in the Demerged Undertaking and without any interruption of service as a result of the transfer of the Demerged Undertaking; and

(viii)reorganisation of the capital of the Applicant Company.

(c) The relevant provisions of the Scheme is relation to Employee Stock Options available to the employees of the Demerged Undertaking are as under:

(i) In respect of the stock options granted by the Applicant Company under the employees’ stock options scheme titled Hinduja TMT Limited Employees Stock Option Plan, 2001 (the “Demerged Company Option Scheme”), to employees engaged in the Demerged Undertaking, the Scheme provides that the stock options which have been granted but have not vested as of the Effective Date, in the employees engaged in the Demerged Undertaking, would lapse (such lapsed options being hereafter referred to as “Lapsed Options of the Demerged Company”, and such employees of the Demerged Company engaged in the Demerged Undertaking whose stock options granted under the Demerged Company Option Scheme would lapse being hereinafter collectively referred to as the “Grantees of Lapsed Options” and individually as “Grantee of Lapsed Options”). It is hereby also clarified that the stock options under the Demerged Company Option Scheme which have vested in employees engaged in the Demerged Undertaking as of the Effective Date, would lapse if they remain unexercised on the Record Date (as defined in the Scheme). It is hereby further clarified that, in respect of stock options under the Demerged Company Option Scheme which have vested as well as have been exercised before the Record Date (as defined in the Scheme) the Demerged Company shall issue and allot one fully paid- up equity share of Rs.10/- each of the Demerged Company for each exercised option;

30 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

(ii) In order to compensate the Grantees of Lapsed Options in respect of the Lapsed Options of the Demerged Company, the Resulting Company shall grant, and shall be deemed to have granted, to each Grantee of Lapsed Options, on the Effective Date, in lieu of the Lapsed Options of the Demerged Company, in pursuance of the Scheme, such number of stock options as are envisaged in the Resulting Company Compensatory ESOP Scheme as would equal to the number of Lapsed Options of the Demerged Company of the respective Grantee of Lapsed Options. This grant of stock options by the Resulting Company to each Grantee of Lapsed Options shall be, and shall be deemed to be, at an exercise price equal to the exercise price at which such Grantee of Lapsed Options had been granted by the Demerged Company the Lapsed Options of the Demerged Company. The vesting period of the stock options granted under the Scheme by the Resulting Company shall be as provided for in the Resulting Company Compensatory ESOP Scheme.

(iv) Having regard to the compensatory nature of the grant of stock options of the Resulting Company under the Scheme (pending listing of equity shares of the Resulting Company on a recognized stock exchange) on the Effective Date, the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended to-date, shall apply, mutatis mutandis, to the extent applicable, to the stock options granted by the Resulting Company to the Grantees of Lapsed Options in pursuance of this Scheme with effect from the date on which the equity shares of the Resulting Company are first listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited in accordance with the provisions of Clause 27 of the Scheme. It is further clarified that, for this purpose, the “intrinsic value” of the stock options of the Resulting Company granted under the Scheme vis-à-vis the Resulting Company shall be equal to “intrinsic value” of the Lapsed Options of the Demerged Company vis-à-vis the Demerged Company under clause 2(9A) of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999

(d) The Scheme provides that upon the coming into effect of the Scheme and in consideration of the Demerger pursuant to Part II of the Scheme, the Resulting Company shall, without any further act or deed, issue and allot to each member of the Demerged Company whose name is recorded in the register of members of the Demerged Company (including employees, who have become shareholders by exercising their options, which have vested in accordance with the Demerged Company Option Scheme) on a date (the “Record Date”) to be fixed in that behalf by the Board of Directors or a committee thereof of the Demerged Company, equity shares of the Resulting Company in the ratio (the “Demerger Share Entitlement Ratio”) of 1 Equity Share in the Resulting Company of Rs. 10 /- credited as fully paid up for every 2 Equity Shares of Rs.10/- each fully paid up held by such member in the Demerged Company. Further, upon effectiveness of this Scheme, pursuant to the Demerger, the issued, subscribed and paid up equity share capital of the Demerged Company shall be reduced by reducing the face value of the equity shares from 1 (One) equity share of Rs.10/- fully paid up to 1 (One) equity share of Rs. 5/- each fully paid. Consequent to such reduction in the face value of the paid up equity shares from Rs. 10/- each to Rs. 5/- per share, the shareholding of the shareholders of the Demerged Company shall be reduced proportionately. Simultaneously, 2 (Two) equity shares each of Rs. 5/-, shall be consolidated into 1 (One) fully paid-up equity share of Rs. 10/-.

31 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

(e) The Scheme provides that In case any member’s holding in the Demerged Company is such that the member becomes entitled to a fraction of an equity share of the Demerged Company or of the Resulting Company, neither the Demerged Company nor the Resulting Company shall issue fractional share certificates to such members but shall consolidate such fractions and issue consolidated equity shares to separate trustees nominated respectively by the Demerged Company and the Resulting Company in that behalf, who shall sell such shares and distribute the net sale proceeds (after deduction of the expenses incurred) to the members respectively entitled to the same, in proportion to their respective fractional entitlements in Demerged Company and Resulting Company.

(f) The Scheme provides that the equity shares of the Resulting Company issued and allotted in terms of Clause 23 above shall rank pari passu in all respects with the existing equity shares of the Resulting Company. Further, the equity shares of the Demerged Company and the Resulting Company to be issued and allotted in terms of the Scheme will be subject to the Memorandum and Articles of Association of the Demerged Company and the Resulting Company respectively.

(g) The Scheme provides that on allotment of shares by the Resulting Company in terms of the Scheme, the existing shareholding of the Demerged Company, in the Resulting Company shall be cancelled as an integral part of the Scheme in accordance with provisions of Sections 100 to 103 of the Act and the Order of the High Court sanctioning the Scheme shall be deemed to be also the Order under Section 102 of the Act for the purpose of confirming the reduction. The reduction would not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital, and the provisions of Section 101 of the Act will not be applicable.

(h) The Scheme provides that all transactions during the period between the Appointed Date and Effective Date relating to the Demerged Undertaking would be duly reflected in the financial statements of the Resulting Company, upon the Scheme coming into effect.

(i) The Scheme is conditional upon and subject to: (i) the Scheme being agreed to by the respective requisite majorities of the various classes of members and creditors (where applicable) of the Demerged Company and the Resulting Company as required under the Act and the requisite orders of the High Court of Judicature at Bombay being obtained; (ii) such other sanctions and approvals including sanction of any Governmental Authority, creditor, lessor or contracting party as may be required by law or contract in respect of the Scheme being obtained;

(iii) the certified copies of the court orders referred to in this Scheme being filed with the Registrar of Companies, Maharashtra.

32 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

VII STATEMENT OF TAX BENEFITS

April 27, 2007

The Board of Directors, HTMT Global Solutions Ltd., In Centre, 49/50, MIDC, 12th Road, Andheri (East) Mumbai 400093.

Dear Sirs,

We hereby report that the enclosed annexure (Annexure "A") states the possible tax benefits available to HTMT GLOBAL SOLUTIONS LIMITED ('the Company') and its shareholders under the current direct tax laws 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 faces in the future, the Company may or may not choose to fulfil.

The benefits discussed in the above said annexure are not exhaustive and the preparation of the contents stated is the responsibility of the Company's management. We are informed that this statement is only intended to provide general information to the investors and hence 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.

Our confirmation is based on the information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the interpretation of the current tax laws in India.

We do not express any opinion or provide any assurance as to whether: The Company or its shareholders will continue to obtain these benefits in future; or

The conditions prescribed for availing the benefits, where applicable have been/would be met with. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such changes. We shall not be liable to the Company for any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of this statement.

FOR SHAH & ASSOCIATES, CHARTERED ACCOUNTANTS

H.N. SHAH PARTNER

Encl: a/a

33 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Annexure “A”

STATEMENT OF TAX BENEFITS AVAILABLE TO HTMT GLOBAL SOLUTIONS LIMITED (HGSL) AND TO ITS SHAREHOLDERS

A. Key benefits available to the Company under the Income –tax Act, 1961 (‘the Act’)

1) Business Income :

An undertaking which carries on the business of export of computer software (IT/ ITES) enjoys the benefit of deduction of 100% of the profits for ten years under section 10 A of the Act, beginning with the Assessment Year relevant to the Previous Year in which the undertaking commences its business.

The undertaking of Hinduja TMT Ltd. carrying on this business have been demerged into HGSL and as per applicable provisions of the Act will continue enjoying the benefits.

However, as per provisions of Finance Bill 2007, the company will be liable to tax on this profits under Section 115 JB of the Act, from financial year 2007-08.

2) Dividend Income :

Dividend (both interim and final) income, if any, received by the Company on its investment in shares of another Domestic Company shall be exempt from tax under section 10 (34) read with Section 115-O of the Act.

Income received in respect of units of a Mutual Fund specified under section 10(23 D) of the Act shall be exempt from tax under Section 10 (35) of the Act.

3) Capital Gains :

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 or any other securities listed on a recognized stock exchange in India or units of UTI and specified Mutual Fund/zero coupon Bonds are considered as long-term capital assets if these are held for a period of exceeding 12 months. Capital gains arising on transfer of long term capital assets are considered as ‘long term capital gains’. Capital gains arising on transfer of these assets held for a period of 12 months or less are considered as ‘short term capital gains’.

Section 48 of the Act, prescribes the mode of computation of capital gains. It provides for deduction of cost of acquisition/improvement and expenses incurred wholly and exclusively 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, for resident shareholders it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/improvement, which adjusts the cost of acquisition/improvement by the prescribed cost inflation index. The benefit of indexation is not available in respect of long term capital gains arising from the transfer of long term capital asset like bonds and debenture other than capital indexed bonds issued by the Government.

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Long term capital gains arising on transfer of equity shares or units of an equity oriented fund (as defined) which has been set up under a scheme of a Mutual Fund specified under Section 10 (23 D), on or after October 1, 2004 are exempt from tax under Section 10 (38) of the Act provided the transaction is chargeable to Securities Transaction Tax (STT). However, this gains is to be considered for the purpose of book profits subject to tax under Section 115 JB of Income Tax Act.

Under the provisions of Section 112 of the Act, long term capital gains, which are not exempt under Section 10 (38), are subject to tax at the rate of 20 per cent (plus applicable surcharge on tax and education cess on tax and surcharge), in case where indexation benefit is claimed. However, under the proviso to Section 112 (1), if the tax on long term capital gains arising on transfer of listed securities or units or zero coupon bonds computed at the rate of 20 per cent (plus applicable surcharge on tax and education cess on tax and surcharge) after availing the benefit of indexation exceeds the tax on the long term capital gain computed at the rate of 10 per cent (plus applicable surcharge on tax and education cess on tax and surcharge) without availing the benefit of indexation, then such excess tax is ignored for the purpose of computing the tax payable on the capital gains.

Under the provisions of Section 111 A of the Act, short term capital gains arising on sale of equity shares or units of equity oriented mutual fund (as defined) under Section 10 (23 D), on or after October 1, 2004, are subject to tax at the rate of 10 per cent (plus applicable surcharge on tax and education cess on tax and surcharge), provided the transaction is chargeable to STT.

Short term capital loss suffered during the year is allowed to be set off against short term as well as long term capital gains of the said year, Balance loss, if any, could be carried forward for eight years for claiming set off against subsequent years’ short term as well as long term capital gains.

Long term capital loss suffered during the year is allowed to be set off against long term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set – off against subsequent years’ long term capital gains.

As per Section 54 EC of the Act and subject to the conditions specified therein, long term capital gains which are not exempt under Section 10 (38) of the Act shall not be chargeable to tax in the proportion of capital gains, which are invested in certain notified bonds within six months from the date of transfer. If the Company transfers or converts the notified bonds into money ( as stipulated therein) within a period of three years from the date of its acquisition, the amount of gains exempted earlier would be chargeable to tax as long term capital gains in such year. The bonds specified for this Section are bonds issued by, National Highway Authority of India (NHAI) and Rural Electrification Corporation Ltd. (REC) after 1st April, 2006 subject to a limit of Rs.50 lacs in a financial year.

4) Depreciation/ Business Loss :

The company shall be entitled to claim depreciation on tangible and intangible asset owned by it and used for the purposes of its business in accordance with provisions of Section 32 of the Act.

Unabsorbed depreciation can be carried forward in future years to be set off against income.

Business losses can be carried forward for eight years for set off against subsequent years’ business profits.

35 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

5) Preliminary Expenditure :

The company shall be eligible for amortization of preliminary expenditure as specified in section 35 D of the Act being expenditure on public issue of share subject to meeting the conditions and limits specified in that section.

6) Rebate As per Section 88 E of the Act, the STT paid in respect of the taxable securities transactions entered into in the course of business would be eligible for rebate from the amount of income-tax on the income chargeable under the head “Profits and Gains of Business or Profession” arising from taxable securities transactions.

7) MAT Credit

Under section 115 JAA of the Act, credit is allowed in respect of any Minimum Alternate Tax (‘MAT’) paid under section 115 JB of the Act for any assessment year commencing on or after April 1st 2006. Tax credit eligible to be carried forward will be the difference between MAT paid and the tax computed as per the normal provisions of the Act for that assessment year. Such MAT credit is allowed to be carried forward for set off purposes up to 7 years succeeding the year in which the MAT credit is allowable.

8) Miscellaneous In accordance with provisions of Section 35 DD of the Act, expenditure incurred for the purpose of amalgamation or demerger of an undertaking, the company shall be allowed a deduction of an amount equal to one fifth of such expenses for each of the five consecutive previous years beginning with the previous year in which the amalgamation or dermger takes place.

B. Key benefits available to the Members of the Company under the ‘the Act’ B.1 Resident Members : 1) Dividend income:

Dividend (both interim and final) income, if any, received by the resident shareholder from the domestic company shall be exempt under Section 10(34) read with Section 115O of the Act.

2) Capital gains:

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 or any other securities listed on a recognized stock exchange in India or units of UTI and specified Mutual Fund/zero coupon Bonds are considered as long-term capital assets if these are held for a period exceeding 12 months. Capital gains arising on transfer of long-term capital assets are considered as ‘long- term capital gains’. Capital gains arising on transfer of these assets held for a period of 12 months or less are considered as ‘short-term capital gains’.

Section 48 of the Act, prescribes the mode of computation of capital gains. It provides for deduction of cost of acquisition/improvement and expenses incurred wholly and exclusively 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, for resident shareholders it offers a benefit by permitting substitution of cost of acquisition/improvement with the indexed cost of acquisition/improvement, which adjusts the cost of acquisition/improvement by the prescribed cost inflation index.

36 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Long-term capital gains arising on transfer of equity shares or units of an equity oriented fund (as defined) which has been set up under a scheme of a Mutual Fund specified under Section 10 (23D), on or after October 1, 2004 are exempt from tax under Section 10 (38) of the Act provided the transaction is chargeable to Securities Transaction Tax (STT). However, this gain is to be considered for the purpose of book profits subject to tax under Section 115JB of Income Tax Act for corporate members.

Under the provisions of Section 112 of the Act, long-term capital gains, which are not exempt under Section 10(38), are subject to tax at the rate of 20 per cent (plus applicable surcharge on tax and education cess on tax and surcharge), in case where indexation benefit is claimed. However, under the proviso to Section 112 (1), if the tax on long-term capital gains arising on transfer of listed securities or units or zero coupon bonds computed at the rate of 20 per cent (plus applicable surcharge on tax and education cess on tax and surcharge) after availing the benefit of indexation exceeds the tax on the long-term capital gain computed at the rate of 10 per cent (plus applicable surcharge on tax and education cess on tax and surcharge) without availing the benefit of indexation, then such excess tax is ignored for the purpose of computing the tax payable on the capital gains.

Under the provisions of Section 111A of the Act, short-term capital gains arising on sale of equity shares or units of equity oriented mutual fund (as defined) under Section 10 (23D), on or after October 1, 2004, are subject to tax at the rate of 10 per cent (plus applicable surcharge on tax and education cess on tax and surcharge), provided the transaction is chargeable to STT.

Short-term capital loss suffered during the year is allowed to be set-off against short- term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ short-term as well as long- term capital gains.

Long-term capital loss suffered during the year is allowed to be set-off against long- term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains.

As per Section 54EC of the Act and subject to the conditions specified therein, long- term Capital Gains which are not exempt under Section 10(38) of the Act shall not be chargeable to tax in the proportion of capital gains, which are invested in certain notified bonds within six months from the date of transfer. If the Company transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of its acquisition, the amount of gains exempted earlier would be chargeable to tax as long-term capital gains in such year. The bonds specified for this Section are bonds issued by, National Highway Authority of India (NHAI), and Rural Electrification Corporation Ltd.(REC) after 1st April 2006 subject to a limit of Rs. 50 Lakhs in one financial year.

Where the benefit of section 54EC has been availed of on investments in the notified bonds, a deduction from the income with reference to such cost shall not be allowed under section 80C of the Act.

As per the provisions of Section 54F of the Act and subject to conditions specified therein, any long-term capital gains (other than on residential house ) which are not exempt under Section 10(38) of the Act, arising to an individual or Hindu Undivided Family are exempt from capital gains tax if the net sales consideration is utilized, within a period of one year before, or two years after the date of transfer, in purchase of a new residential house, or for construction of residential house within three years from the date of transfer. Provided that the

37 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

individual should not own more than one residential house at the time of 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. 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 (other than the new residential house referred above), then the original exemption will be taxed as capital gains in the year in which the additional residential house is acquired.

3) Rebate:

As per Section 88E of the Act, the STT paid in respect of the taxable securities transactions entered into in the course of business would be eligible for rebate from the amount of income-tax on the income chargeable under the head ‘Profits and Gains of Business or Profession’ arising from taxable securities transactions.

B.2 Key Benefits available to Non-Resident / Non-Resident Indian Member (other than FIIs and Foreign Venture Capital Investors)

1) Dividend income:

Dividend (both interim and final) income, if any, received by the non-resident/non- resident Indian shareholders from the domestic company shall be exempt under Section 10(34) read with Section 115-O of the Act.

2) Capital gains:

Benefits outlined in Paragraph B.1(2) above are also available to a non- resident/non- resident Indian shareholder except that under first proviso to Section48 of the Act, the capital gains arising on transfer of capital assets being shares 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 at the prescribed rates prevailing on dates stipulated. Further, the benefit of indexation is not available to non-resident shareholders.

3) Rebate:

4) Tax Treaty Benefits:

As per Section 90(2) of the Act, the provisions of the Act would prevail over the provisions o f t h e t a x t r e a t y t o the extent they are more beneficial to the non- resident/non-resident Indian shareholder.

Thus, a non-resident/non-resident Indian shareholder can opt to be governed by the beneficial provisions of an applicable tax treaty.

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5) Capital gains tax – Options available to a Non-Resident Indian under the Act:

Where shares have been subscribed to the convertible foreign exchange – Option for taxation under Chapter XII-A of the Act.

Non-Resident Indians [as defined in Section 115C(e) of the Act], being shareholders of an Indian Company, have the option of being governed by the provisions of Chapter XII-A of the Act, which inter alia entitles them to the following benefits in respect of income from shares of an Indian company acquired, purchased or subscribed to in convertible foreign exchange.

According to the provisions of section 115D read with Section 115E of the Act and subject to the conditions specified therein, long term capital gains arising on transfer of an Indian company’s shares, will be subject to tax at the rate of 10 percent (plus applicable surcharge and education cess), without indexation benefit but with protection against foreign exchange fluctuation. No deduction in respect of any expenditure or allowance shall be allowed under any provision of this Act in computing the investment income of a non-resident Indian.

According to 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 shall not be chargeable to tax if the entire net consideration received on such transfer 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. If 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 accruing as a result of the transfer of the capital asset as reduced by any expenditure incurred wholly and exclusively in connection with such transfer.

Further, if the special asset or savings certificate in which the investment has been made is transferred or converted into money within a period of three years from the date of investment, 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, Non-Resident Indians are not obliged to file a return of income under Section 139(1) of the Act, if their only source of income is income from investments or long term capital gains earned on transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the Act.

Under Section 115H of the Act, where the Non-Resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under Section 139 of the Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified Assets for that year and subsequent assessment years until such assets are transferred or converted into money.

As per the provisions of Section 115I of the Act, a Non-Resident Indian may elect not to be governed by the provisions of Chapter XII-A for any assessment year by furnishing his return of income for that assessment year under Section 139 of the Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of

39 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

the Act.

6) Miscellaneous:

As per section 10(38) of the Act, long-term capital gains arising from the transfer of long-term capital asset being an equity share of the Company, where such transaction is chargeable to securities transaction tax, will be exempt in the hands of the shareholder.

As per Section 54EC of the Act and subject to the conditions specified therein, long- term Capital Gains which are not exempt under Section 10(38) of the Act shall not be chargeable to tax in the proportion of capital gains, which are invested in certain notified bonds within six months from the date of transfer. If the Company transfers or converts the notified bonds into money (as stipulated therein) within a period of three years from the date of its acquisition, the amount of gains exempted earlier would be chargeable to tax as long-term capital gains in such year. The bonds specified for this Section are bonds issued by, National Highway Authority of India (NHAI), and R u r a l Electrification Corporation Ltd.(REC) after 1st April 2006 subject to a limit of Rs. 50 Lakhs in one financial year.

As per section 54F of the Act, long-term Capital Gains (in cases not covered under section 10(38)) arising on the transfer of the shares of the Company held by an individual or Hindu Undivided Family (HUF) will be exempt from capital gains tax if the net consideration is utilised, within a period of one year before, or two years after the date of transfer, in the purchase of a residential house, or for construction of a residential house within three years. Such benefit will not be available. If only a part of the net consideration is so invested, so much of the capital gain as bears to the whole of the capital gain, the same proportion as the cost of the new residential house bears to the net consideration, will be exempt.

As per Section 74 Short-Term capital loss suffered during the year is allowed to be set-off against short- term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against term as well as long – term capital gains. Long Term capital loss suffered during the year is allowed to be set-off against long-term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long – term capital gains.

As per section 111A of the Act, short-term capital gains arising from the sale of equity shares of the Company transacted through a recognized stock exchange in India, where such transaction is chargeable to securities transaction tax will be taxable at the rate of 10% (plus applicable surcharge and education cess).

B.2.1 Foreign Institutional Investors (FIIs)

1) In terms of section 10(34) of the Act, any income by way of dividends referred to in section 115O (i.e. dividends declared, distributed or paid on or after 1st April 2003) received on the shares of the company is exempt from tax.

2) In terms of section 10(38) of the Act, any long term capital gains arising to an investor from transfer of long-term capital asset being an equity share in a company or a unit of an equity-oriented fund would not be liable to tax in the hands of the investor If the following conditions are satisfied:

- The transaction of sale of such equity share is entered into on or after 1st October, 2004;

- The transaction is chargeable to securities transaction tax as explained below.

40 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

3) In terms of section 88E of the Act, the securities transaction tax paid by the shareholder in respect of taxable securities transactions entered into in the course of his business would be eligible for rebate from the amount of income-tax on the income chargeable under the head “Profit and gains of business or profession” arising from such taxable securities transactions computed based on average tax rate.

4) The income by way of short-term capital gains / long-term capital gains realized by FIIs on sale of shares in the company would be taxed at 30% / 10% respectively, as per section 115AD of the Act. (However, in respect of short term capital gains referred to in section 111A the tax rate applicable will be 10%). The benefit of indexation and foreign currency fluctuation protection as provided by section 48 of the Act are not applicable to a FII.

5) Under section 90(2) of the Act, the provisions of the Act would prevail over the provisions of the tax treaty to the extent they are more beneficial to the non-resident. Thus, a non-resident can opt to be governed by the provisions of the Act or the applicable tax treaty, whichever is more beneficial.

6) As per Section 74 Short-term capital loss suffered during the year is allowed to be set-off against short-term as well as long-term capital gains of the said year. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ short term as well as long term capital gains. Long-Term capital loss suffered during the year is allowed to be set- off against long- term capital gains. Balance loss, if any, could be carried forward for eight years for claiming set-off against subsequent years’ long-term capital gains.

B.2.2 Venture Capital Companies / Funds Under section 10(23 FB) of the Act, venture capital companies/funds registered with Securities and Exchange Board of India, which are set up for investment in venture capital undertaking (as defined) subject to the conditions specified, are eligible for exemption from income tax on all their income, including dividend from and income from sale of shares of the company. However, income received by a person out of investments made in a venture capital company or in a venture capital fund shall be chargeable to tax in the hands of such person in the manner laid down in Section 115 U.

B.2.3 Mutual Funds

Under section 10 (23 D) of the Act, any income of Mutual funds set up by Public Sector Banks or Public Financial Institutions or Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or regulations made there under or Mutual Funds authorized by the Reserve Bank of India, subject to the conditions specified, would be exempt from income tax.

B.2.4 Benefits to company and shareholders under the Wealth Tax Act, 1957

Shares of the company held by the shareholder is not treated as an asset within the meaning of section 2(ea) of Wealth Tax Act, 1957. Hence, shares are not liable to wealth tax.

Notes :

1. All the above benefits are as per the current tax law as amended by the Finance Act, 2006 and proposed provisions as per Finance Bill, 2007.

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.

41 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

3. The stated benefits will be advisable only to the sole/first named holder in case joint holders hold the shares.

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 Agreements, if any, 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 scheme.

FOR SHAH & ASSOCIATES, CHARTERED ACCOUNTANTS

MUMBAI, 27.4.2007

PARTNER

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VIII BUSINESS

INDUSTRY OVERVIEW

Market Size:

As per a Nasscom McKinsey report, the global Offshore BPO industry has grown rapidly at a 43% CAGR from $ 2.3 billion in 2001 to $ 11.4 billion in 2005. The Indian ITES-BPO exports have grown at a CAGR of 53% from $ 0.6 billion in 2000 to $ 5.1 billion in 2005. This report has estimated that the addressable Global Offshore BPO is approximately $ 150 billion. Another report by IDC shows that the BPO market achieved revenue of $ 382 billion in 2004 and is expected to grow to $ 641 billion by 2009 with a 10.9% CAGR.

Emerging trends:

Suppliers with Global delivery in low cost offshore locations are likely to benefit the most as onsite players with delivery locations only in the high cost countries in the developed economies would find it increasing difficult to withstand the competitive pricing pressures.

The market is also dominated by bigger players who have a good mix of on-shore and off-shore capabilities. This trend is driving the Global companies to make bigger offshore acquisition to acquire delivery capabilities particularly in India and Philippines. Indian companies are trying to gain Global stature through building up delivery centers across the Globe and by going for acquisitions for scale, cross segment expansion and to enter new markets.

Off-shoring is no longer the preserve of large corporations, it has now been embraced by the mid market segment as well. As a result of this, the size of the deals is getting smaller.

The competitive landscape is changing as well. Suppliers are moving away from providing just transaction processing services to provide comprehensive and customized solutions to clients. The competitive landscape is changing as well. Clients are increasingly preferring suppliers who can add more value in their businesses by reengineering processes rather than suppliers who simply out-source/off-shore them to cheaper destinations.

Accordingly, companies that are able to differentiate and innovate in multiple areas like ability to provide customized solutions, business process consulting services, alternate delivery capabilities, ability to innovate in various areas like business models, delivery models, pricing, processes are likely to be the leaders in the changing competitive scenarios by surviving the pricing pressures from clients.

Most of the current off-shoring is happening in the Banking and Financial Services, Retail, Travel, Telecom, Auto and in functional services like Customer Care, F&A and HR. These industries still have a lot of potential for off-shoring. The emerging industries for off-shoring are Education, Transportation, and High Tech industries. New service lines like procurement, training and product engineering are evolving.

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Newer markets are also opening up. Of late, off-shoring growth rate of Europe is higher than the US. The East Asian market which was virtually unexplored is opening up. These new markets with non-English languages present newer challenges to suppliers.

New Delivery destinations:

In the last ten years, IT and BPO industries have seen substantial off shoring. India has been the leading off shoring destination accounting for 46% of the Global BPO industry. Customers have increasingly started preferring Philippines for voice and India for non voice. Also, the suppliers are moving to Tier II and Tier III cities to retain the cost arbitrage and to control attrition. Various countries are emerging as alternate delivery locations and are expected to provide stiff competition to India. China is growing at a faster rate and is preferred for non voice service. Countries like Korea and Taiwan are emerging to satisfy the requirements of East Asian market. Countries like Czech, Hungary, Poland are preferred by the European Market for their cultural affinity. Countries like Russia have an advantage for high end statistical analysis and South Africa is preferred for actuarial analysis. Locations like Ireland and the Caribbean are playing their near shore cards to gain advantage. Mexico, Argentina and Brazil are ideally positioned to explore the attractive Spanish market. Going forward, many locations like Malaysia, Thailand, Romania etc. are expected to emerge with the governments in the developing economies trying to attract this industry, particularly due to the fact that it is employment friendly. The suppliers have shown increasing interest to explore new locations to maintain the cost arbitrage levels compared to developed countries and to look out for skilled labor pool.

Moving up the value-chain:

BUSINESS OVERVIEW

This changing business environment provides unique opportunities to players like HTMT Global Solutions Limited.

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reduction of the issued, subscribed and paid up share capital of the Company. The Appointed Date for the demerger as per the Scheme was 1st October 2006. The Scheme was sanctioned by the Hon’ble High Court of Judicature at Bombay vide its Order dated 23rd February 2007, which was filed with the Registrar of Companies, Maharashtra on 7th March 2007, which is the Effective Date of the Scheme.

Clause 27 of the Scheme, as sanctioned by the Hon’ble High Court of Judicature at Bombay provides that the equity Shares of the Resulting Company, viz. HTMT Global Solutions Limited shall, subject to the execution of the listing agreement and payment of the appropriate fee, be listed on the National Stock Exchange of India Limited, the Bombay Stock Exchange Limited and on such other recognized stock exchange(s) in India, if any, as may be decided by the Board of Directors of the Resulting Company on consideration of all relevant factors.

The Company has positioned itself to offer Business Transformation Outsourcing solutions in key verticals like Healthcare, Telecom, Banking and Financial Services, Consumer Electronics & Packaging and Transportation & Logistics. The Company’s positioning is line with its Vision “To be a globally preferred Business Transformation Partner for our clients through innovative outsourcing solutions”. The Company expects to achieve this by having its total focus in making its customers competitive.

To offer end to end comprehensive solutions which can transform the business processes of the Customer and make them competitive, HTMT Global Solutions’ objective will be to understand the industry better than the Customer. Knowing the industry challenges and the situation of the Customer, HTMT Global will offer Customized Business Transformation Solutions to its Customers which will make them competitive. This strategy combined with our ability to offer solutions globally will enable HTMT Global to differentiate itself from Competition.

In many ways, HTMT Global has been a pioneer in its field. HTMT Global identified the BPO potential in early 2000 which enabled it to emerge as one of the first movers in this industry. HTMT Global was also the first to venture into overseas acquisitions. It pioneered the Global delivery through its early entry in Philippines. Once the Philippines acquisition was integrated, HTMT Global acquired call centres in US and Canada in 2004. As late as November 2006, HTMT Global completed another acquisition in the US, a 30 year old call centre company called Affina. M&A has been a major component of HTMT Global’s inorganic growth strategy. The successive execution of that strategy has enabled HTMT Global to grow at above industry rates. The latest initiative has been its entry into the India domestic market, where it has made its mark by executing several large outsourcing contracts with Indian business houses.

The business model of the Company ranges from being an India offshore centric vendor to the Global Delivery off shoring partner having capabilities to provide outsourcing services from onshore, near shore & offshore locations both in BPO and call centre.

45 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

across the globe to focus on new markets, opportunities and to reduce the country risk in consistently delivering to its Customer.

As part of its organic growth strategy and to enhance its global delivery model, the Company utilizes its delivery centers in USA, Canada, India, Philippines and Mauritius to service the needs of its Global Customers. Besides using Mauritius centre for executing additional claim processing business for the most referenced and satisfied US based Healthcare insurance client, this centre also acts as a Business Continuity Planning (BCP) centre for the Company’s BPO operations. A presence in Mauritius also enables the Company to offer French based BPO for potential customers in France given the availability of French speaking skills in Mauritius and helps the Company overcome cross country related issues.

The Company manages processes across several verticals including Telecom, Healthcare Insurance, Banking & Financial Services, Consumer Electronics, Products Energy & Utilities etc. HTMT Global has proven expertise in acquiring, integrating and growing the acquired entities. This enabled HTMT Global to grow exponentially in the past five years. HTMT Global will continue to inorganically grow its business so as radically transform itself to provide Business Transformation Solutions to its Customers. .

BUSINESS STRATEGY

The Company’s mission is to make its Customer’s Competitive by offering Business Transformation Outsourcing (BTO) solutions in select verticals including Healthcare, Telecom, Customer Electronics & Packaging, Banking and Financial Services and Transportation and to secure a global presence. It will strive to:

• Position and Brand itself globally as a Business Transformation Solutions (BTO) Provider • Build on Consulting and Domain skills in select verticals • Build a Robust Global Delivery • Capture emerging opportunities in advance (e.g. Spanish language capability, LPO ) • Provide a full range of business solutions and professional resources to meet customer’s information systems requirements in select verticals • Provide services and products of highest international quality. • Provide challenging and rewarding opportunities for employees to excel. • Improve the quality of life in the community it serves. • Offer High Quality Innovative and Value for money solutions across multiple technology platforms and businesses in IT and BPO space to their customers. • Acquire business to radically transform itself to be a BTO player.

The Company will pursue an exceptional business growth strategy by:

• Striving to transforming the customer experience • Continuously fine tuning the service offerings for edge over rivals. • Continuous improvement upon the key profit drivers – Quality / Productivity / Cost advantage • Remaining Alert – Anticipating changes, identifying and exploiting opportunities • Striving to create or acquire new services/capabilities and adopt new technologies

46 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

IX HISTORY OF THE COMPANY

Brief History and changes in Memorandum of Association

The Company was incorporated on 13th January 1995 as Tele Video Communications India Pvt. Limited with an authorized share capital of Rs. 2500000 divided into 25000 Equity Shares of Rs. 100/- each and an issued, subscribed and paid up capital of Rs. 2000 divided into 20 Equity shares of Rs. 100/- each. The Registered Office of the Company has been situated in the state of Maharashtra. At the time of incorporation, the main objects of the Company were to carry out activities relating to media business. The Company was converted into a public company on 20th May 2006. The Company’s name was changed to Hinduja Technologies Limited and thereafter to HTMT Technologies Limited and further to HTMT Global Solutions Limited, vide fresh certificates of incorporation issued by the Registrar of Companies, Maharashtra on 19th June 2006, 11th July 2006 and 12th March 2007 respectively.

The authorised share capital of the Company was increased from Rs. 2500000 to Rs. 60000000, divided into 600000 Equity Shares of Rs. 100/- each, by resolution passed by the members on 22nd May 1995. The issued, subscribed and paid up share capital of the Company was increased from Rs. 2000 divided into 20 Equity Shares of Rs. 100/- each to Rs. 400,02,000 divided into 400020 Equity Shares of Rs. 100/- each on 4th October 1995 by a rights issue. The issued, subscribed and paid up share capital of the Company was reduced from Rs. 4,00,02,000 divided into 400020 Equity Shares of Rs. 100/- each to Rs. 2500000 divided into 25000 Equity Shares of Rs. 100/- each vide Order dated 28th June.2000 of the Hon’ble High Court of Judicature at Bombay in Company Application No. 260 of 2000 for reduction of capital.

The Company became a wholly owned subsidiary of Hinduja TMT Limited in February 2006. The objects of the Company were amended by introducing objects relating to Information Technology/Information Technology Enabled Services (IT/ITES) pursuant to the possible demerger of the IT/ITES undertaking of Hinduja TMT Limited into the Company vide special resolution passed by the shareholders at the Extra Ordinary General Meeting held on 31st March 2006 and confirmed by the Registrar of Companies, Maharashtra on 19th May 2006.

The authorised Share Capital of the Company was amended by subdividing the face value of the shares from Rs. 100/- each to Rs. 10/- each vide approval of the members sought at the Extra Ordinary General Meeting of the members held on 17th June 2006. Accordingly the issued, subscribed and paid up capital of the Company became Rs. 2500000 divided into 250000 equity Shares of Rs. 10/- each.

The Hon’ble High Court of Judicature at Bombay vide Order dated 23rd February 2007 approved the Scheme of Arrangement and Reconstruction for Demerger of the IT/ITES Undertaking of Hinduja TMT Limited into the Company and reduction of the issued, subscribed and paid up share capital of the Company (Scheme). Pursuant to the Scheme becoming effective on 7th March 2007 (the Appointed Date of the Scheme being 1st October 2006), the business of Hinduja TMT stands transferred to, and is being carried out by the Company. Pursuant to the Scheme, the authorised Share Capital of the Company was increased from Rs. 60000000 to Rs. 250000000 divided into 25000000 Equity Shares of Rs. 10 each.

Pursuant to the Scheme, on 10th April 2007 the Board of Directors of the Company issued and allotted 20538003 Equity Shares of Rs. 10/- each to the shareholders of Demerged Company whose names appeared in the Register of Members of the Demerged Company on the Record Date viz.9th April 200 in the Demerger Share Entitlement Ratio of 1 Equity Share of Rs. 10/- each credited as fully paid up of the Company for every 2 equity shares of Rs.10/- each held by such member in the Demerged Company.

47 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

After allotment of 2,05,38,003 equity shares by the Company, the issued, subscribed and paid up share capital of the Company reduced from Rs.207880030 consisting of 20788003 Equity Shares of Rs. 10/- each fully paid-up to Rs. 205380030 consisting of 20538003 Equity Shares of Rs.10/- each fully paid-up and the reduction was effected by the cancellation of the pre-arrangement paid- up share capital of 250000 equity shares of Rs. 10/- each fully paid-up, held by the Demerged Company, pursuant to Clause 32 of the Scheme in accordance with the provisions of Sections 100 to 103 of the Companies Act 1956.

Main Objects of the Company:

1. To construct, install, operate, design, fabricate, purchase, sell, import, export, trade, engineer, assemble, service, repair, exploit, convert, turn to account, rent out, maintain or in any other manner exploit, or deal in audio, video and / or date signal broadcasting, transmission and / or reception systems / networks or part/s thereof which may include but shall not be limited to wired / wireless Cable TV Systems, Satellite Television Channels, Entertainment Channels in all languages, Educational Channels, Microwave Multichannel Distribution Systems (MMDS), MDS, Fibre Optic Systems, Laser Beam Systems, SMATV, Telephony, Personal Cellular Systems (PCS), data transmission / receptions by utilizing, using, hiring, chartering, renting or in any other manner exploiting Satellite Transponders, Satellite Transmission / reception, processing of video or any other kind of signals for audio and visual communications for information / education / entertainment purposes.

1a. To carry out and undertake all activities, business, etc relating to Information Technology (IT), Information Technology enabled Services (IteS), Business Process Outsourcing, Knowledge Process Outsourcing, Call Centers and for that purpose to set out all facilities and infrastructure etc in India and abroad.

1b. To develop, implement, manufacture, convert, alter, modify, export, import, purchase, sell or lease and otherwise deal in hardware, software and allied equipment including for Computer Aided Design/ Computer Aided Manufacturing/ Computer Integrated Manufacturing and Telecommunications and to install or hire computer and allied equipment and to run or conduct bureau of computer services and in particular to develop, design, programme, conduct feasibility studies and to act as advisors, consultants, retainers, trainers in all capacity and all matters and problems relating to management, marketing in India and abroad.

1c. To manufacture, develop, import, export, buy, sell, distribute, repair, convert, alter, modify, take or let on hire, lease and otherwise deal in all kinds of electronic articles, products and devices and their accessories, stores, spare parts, components, assemblies, and all kinds of instruments, apparatus, appliances, software and gadgets, and used for in connection with any of the aforesaid in India and abroad.

1d. To act as Internet Service providers to its subscribers subject to approval of Department of Telecommunications (DOT) / Telecommunications Regulatory Authority of India (TRAI) /other authorities as may be approved by the Government from time to time and to construct, install, operate, service, repair, exploit, convert, turn to account, rent out, maintain or in any other manner exploit or deal in audio, video and/or date signal broadcasting, transmission and / or reception systems / or networks or part /s thereof which may include but shall not be limited to wired / wireless Cable T.V. systems, satellite Television Channels, Entertainment Channels in all languages, Educational Channels, Microwave Multichannel Distribution Systems (MMDS), MDS, Fibre Optic Systems, Laser Beam System, SMATV, Telephone, Personal Cellular Systems (PCS), Data Transmission / Receptions by utilizing, using, hiring, chartering, renting or in other manner

48 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

exploiting satellite Transporters, Satellite Transmission/Reception, Processing of Video or any kind of signals for Audio and Visual communications for information/education/entertainment purposes in India and abroad.

1e. To carry out and undertake all activities, business, etc relating to E-commerce and for that purpose to set out all facilities and infrastructure etc in India and abroad.

Subsidiaries of the Company and their businesses:

The Company did not have any subsidiary/ies prior to the Demerger. Upon sanction by the High Court of Judicature at Bombay, of the Scheme of Arrangement and Reconstruction between Hinduja TMT Limited (Demerged Company) and the Company for the demerger of the Information Technology/ Information Enabled Services (IT/ITES) Undertaking of Hinduja TMT Limited into the Company, vide Order dated 23rd February 2007, the following foreign subsidiaries of the IT/ITES Undertaking of the Demerged Company became subsidiaries of the Company with effect from the Demerger Appointed Date i.e.1st October 2006

Name of the Business activity The Subsidiary’s Board Company’s Subsidiary of Directors holding % Source1HTMT Marketing and providing Mr. R.P.Hinduja 100 Inc customer contact Mr. D.G.Hinduja services to its clients Mr. Ali Ganjei primarily in the form of Mr. M.S.Varadan call centres.

AFFINA, LLC Providing Customer N.A 100 Relationship Management programs, integrating inbound contact centres, internet, database, marketing, market research, closed- loop lead management HTMT Europe Provision of Information Mr. D.G.Hinduja 51 Limited Technology consultancy Mr. Ashok Dani services. Mr. Venkatesan Hinduja TMT Providing Information Mr.U.M.Nair, Gerant 51 France Technology services and solutions to its clientele primarily in the form of professional IT staffing, claims processing, software development and consulting services. Customer Providing customer Mr. Pushkar Misra 100 Contact Centre contact services to its Mr.M.S.Varadan Inc clients primarily in the Mr. Partha Sarkar form of call centres. Mr. Virginia B. Viray

C-Cubed Holding and financing of Zahavi Fiduciary and 100 (Antilles) N.V. group entities Management Services N.V.

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C-Cubed B.V. Holding and financing of Curado Trust 100 group entities (Nederland )B.V.

Pacific Horizon Holding and financing of Mr. Fung Kong Yune Kim 100 Limited group entities Mr. Somnath Majumdar Mr. M.S.Varadan Mr. Jayechund Jingree

Shareholders’ Agreement :

There is no separate Shareholders’ Agreement executed between any shareholder and the Company.

Strategic / Financial Partners and Other Material Contracts:

Other than the contracts mentioned in the section “Documents for Inspection”, the Company does not have any material contracts other than in the ordinary course of business, nor does it have any strategic / financial partners.

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X MANAGEMENT

The overall management of the Company is vested in the Board of Directors, comprised of qualified and experienced persons.

Board of Directors as on the date of the Information Memorandum is as follows:

Sr. Name, Age, Designation, Father’s Other Directorships in public companies No. Name, Address, Occupation, Shareholding in the Company 1. Hinduja TMT Limited (Co-Chairman) 1 Mr. Ramkrishan P. Hinduja 2. Hinduja Group India Limited Age : 36 years 3. Gulf Oil Corporation Limited (Vice Designation: Chairman Chairman) Father’s Name: Mr. Prakash P. Hinduja 4. Planet E-Shop Holdings India Limited Address: 13-B, Chemin De la Prevote, 5. Shop24Seven India Limited 1223 Cologny, Geneva, Switzerland Occupation: Business Shareholding in the Company: Nil 2 Mr. Dheeraj G. Hinduja 1. Hinduja TMT Limited Age: 35 years 2. Ashok Leyland Limited Designation: Director 3.Ashok Leyland Project Services Limited Father’s Name: Mr. Gopichand P.Hinduja 4.Ennore Foundries Limited Address: 24, Carlton House Terrace,5.Hinduja Group India Limited London SW1, United Kingdom Occupation: Business Shareholding in the Company: Nil

3 Mr. Rajendra P. Chitale 1. National Securities Clearing Corporation Age: 45 years Limited Designation: Director 2. Asset Reconstruction Company (India) Father’s Name: Mr. Prabhakar Chitale Limited Address: 131, Tanna Residency, Bay View, 3. Gujarat Ambuja Cements Limited Veer Savarkar Marg, Prabhadevi, 4. Reliance Capital Limited Mumbai 400 025 5. Reliance Genral Insurance Co. Limited Occupation: Profession 6. SME Rating Agency of India Limited Shareholding in the Company: Nil 7. Hinduja TMT Limited 4 Mr. Anil Harish 1. Hotel Leelaventure Limited Age: 53 years 2. Pantaloon Retail (India) Limited Designation: Director 3. Mahindra Gesco Developers Limited Father’s Name: Mr. D.M. Harish 4. Ador Welding limited Address: 13, CCI Chambers, Dinshaw5. Unitech Limited Wacha Road, Mumbai 400 020 6. Advani Hotels & Resorts (India) Limited Occupation: Profession 7. Valecha Engineering Limited Shareholding in the Company: Nil 8. Mukta Arts Limited 9. Tolani Shipping Company Limited 10. K.C. Maritime (India) Limited 11. Prebone Yamane India Limited 12.Galaxy Entetainment Corp. Limited 13. Mantri Chandak Constructions Limited 14. Hinduja TMT Limited

51 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

5 Mr. Somabrata Mandal Nil Age: 45 years Designation: Director Father’s Name: Mr. Dinbandhu Mandal Address: A-52, Sector 17, Noida 201301 Occupation: Profession Shareholding in the Company: Nil

6 Mr. Kailashchandra Samdani 1 Aasia Properties Development Limited Age: 67 years 2 IndusInd Media & Communications Limited Designation: Director Father’s Name: Mr. Ghanshyam Samdani Address: Flat No.302, 3rd floor, ‘Shantikutir”, 10th Road, Santacruz (E), Mumbai – 400 055 Occupation: Profession Shareholding in the Company: Nil

Brief Biographies of the Directors:

1. Mr. Ramkrishan P. Hinduja:

Mr. R.P. Hinduja, Chairman of the Board, is a graduate of the Wharton School of Business, University of Pennsylvania. He is credited with incubating successful start-ups in the fields of Telecom and Cable TV business of the HTMT group and spearheading and developing HTMT’s technology, media and telecom activities worldwide with leading market shares in their respective areas of operations. He has worked with Amas S.A., Geneva as Analyst and with Arthur Andersen S.A., Geneva as Auditor. Mr. R.P. Hinduja, who has been a director of the Demerged Company since 1994, holds director positions in several companies and is the Co- Chairman of the Demerged Company.

2. Mr. Dheeraj G. Hinduja:

Mr. D.G. Hinduja is an MBA from the University of London. He possesses rich experience of having worked with Amas, UK as Market Analyst and with Ashok Leyland Limited (Project Development). He has been a Member of the Steering Committee of Hinduja TMT Limited, the Demerged Company which oversaw the operations of, and provided strategic direction to the Demerged Company’s business. Mr. D.G. Hinduja holds director positions in several companies and has been a director of the Demerged Company since 2001.

3. Mr. Rajendra P. Chitale:

Mr. R.P. Chitale is a Chartered Accountant. A director of several companies, Mr. Chitale is a Partner of M.P. Chitale & Co.,one of the renowned accounting firms in India and a Member of the Boards of Organizations like National Securities Clearing Corporation Limited and a former member of National Stock Exchange of India Limited. Mr. Chitale is also the member of the Governing Board of Insurance Advisory Committee, Insurance Regulatory &

52 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Development Authority and the Investor Education & Protection Fund, Government of India. He has been a Director of the Demerged Company since 2003

4. Mr. Anil Harish:

Mr. Anil Harish is a B.A., LL.B., LL.M. (USA) and has been a Director of the Demerged Company since 1995. An Advocate, Mr. Anil Harish is a partner of D.M. Harish & Co., a well- known firm of advocates and possesses over 20 years experience in legal practice, specializing in Income Tax, FEMA and property matters. A director of several companies, Mr. Anil Harish is also a former Managing Committee Member of the Income-Tax Appellate Tribunal Bar Association and a former Managing Council Member of the Chamber of Income- Tax Consultants. He is member of several Committees of the Society of Indian Law Firms (SILFs) and has written several articles for various publications.

5. Mr. Somabrata Mandal:

Mr. S. Mandal is a Managing Partner of Fox Mandal Little, one of the leading law firms in India. He is a member of the Supreme Court Bar Association, Delhi High Court Bar Association, International Bar Association, American Bar Association and Inter Pacific Bar Association. Mr. Mandal is one of the Indian representatives at the Commission on Arbitration of the International Chamber of Commerce. He is also the Vice Chairman of the Asia Pacific Forum and Council member of Section on Legal practice of the International Bar Association. He has been recently nominated by Asia Law & Practice, a publication from Hong Kong, as a leading lawyer in India in the field of Mergers & Acquisitions. He has also been nominated by the Chamber Global as a leading individual in project Finance.

6. Mr. Kailash Chandra Samdani:

Mr. K.C. Samdani is a B.A.,LLB and has been a Director of the Company since 1999. Mr. Samdani possesses 40 years of experience in the field of law in various capacities Mr Samdani was a member of the committee constituted by Reserve Bank of India for drafting legislation on electronic funds transfer and also a member of in-house committee for standardizing loan documents for large advances by State Bank of India. Mr. Samdani has attended 14 days training programme in Cambridge, UK in September 1991 on International Financial Law conducted by the Euromoney, London. Mr. Samdani has regularly delivered lectures on the subject of recovery and enforcement of securities at RBI Bankers Training College, SBI Staff College and has also delivered lectures at Central Bank of India Training College, Federal Bank, Bank of America, IDBI Bank etc. Mr. Samdani is practising as an advocate.

Borrowing Powers:

Subject to the provisions of the Act and the Articles, and without prejudice to the other powers conferred by the Articles the Directors shall have the power from time to time at their discretion to borrow any sum or sums of money for the purpose of the Company, provided that the total amount borrowed at any time together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not without the consent of the Company in General Meeting exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose. Subject to the provisions of the Act and the Articles, the Directors may raise and secure the payment of such sum or sums in such manner and upon such terms and conditions, in all respects as they think fit and particular by the issue of bonds, perpetual or redeemable,

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debentures or debenture-stock or any mortgage or charge or other security on the undertaking of the whole or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

The members of the Company, at their Extra Ordinary General Meeting held on 5th March 2007, granted their consent to the Board of Directors of the Company to borrow, from time to time, as they may consider fit, any sums of money, on such terms and conditions as the Board may deem fit notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) will exceed the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose so that the total amounts of monies so borrowed at any time shall not exceed the sum of Rs.1000 crore at any time.

Compensation of Managing Director / Whole Time Directors:

The Company does not have a Managing Director or a Whole time Director. The Board of Directors have, vide resolution dated 31st March 2007, appointed Mr. Partha De Sarkar (Chief Executive Officer) as Manager of the Company as defined in Section 2(24) of the Act with effect from 1st April 2007. As per the terms of the resolution, Mr. Sarkar’s term of appointment is for a period of 5 years with effect from 1st April 2007, on such remuneration as referred in the aforesaid resolution. The profile of Mr. Partha Sarkar is provided in the section on Key Management Personnel.

Corporate Governance:

The Company is fully compliant with the provisions of Clause 49 of the Listing Agreement and the details are as follows:

The Board of Directors of the Company consists of six members, all of whom are Non Executive Directors, out of which three are Independent Directors.

The Independent directors of the Company are Mr. Anil Harish, Mr. Rajendra P. Chitale and Mr. Somabrata Mandal

The Board of Directors has also constituted the Audit Committee and Shareholders/Investors’ Grievance Committee as required under Clause 49 of the Listing Agreement as under:

NAME OF THE COMMITTEE MEMBERS OF THE CATEGORY COMMITTEE (i) Mr. Anil Harish Non-Executive and Independent AUDIT COMMITTEE ii) Mr. Rajendra P. Chitale Non-Executive and Independent (iii) Mr. Ramkrishan P. Hinduja Non-Executive Mr. Anil Harish Non-Executive and Independent SHAREHOLDERS’/ INVESTORS’ Mr. Rajendra P. Chitale Non-Executive and GRIEVANCE COMMITTEE Independent Mr. Dheeraj G. Hinduja Non-Executive

54 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

The role, powers, scope of functions and duties of the Audit Committee and Shareholders’ / Investors’ Grievance Committee of the Board are as per the applicable provisions of the Companies Act, 1956, Clause 49 of the Listing Agreement and the Code of Conduct of the Company.

The Board of Directors, at its Meeting held on 7th March 2007 approved the Code of Conduct for the Members of the Board and Senior Management. The Codes have been uploaded on the company’s website www.htmtglobal.com

Compliance Report on Corporate Governance:

Particulars Clause of Compliance Remarks Listing Status Agreement Yes/No

I Board of Directors 49 I (A) Composition of Board 49(IA) YES (B) Non-executive Directors’ 49 (IB) YES compensation & disclosures (C) Other provisions as to 49 (IC) YES Board and Committees D) Code of Conduct 49 (ID) YES II. Audit Committee 49 (II) (A)Qualified & Independent 49 (IIA) YES Audit Committee (B)Meeting of Audit YES Will be complied with after Committee listing / as required under the Act (C)Powers of Audit 49 (IIB) YES Committee 49 (IIC) (D)Role of Audit Committee 49 II(D) YES (E)Review of Information by 49 (IIE) Will be complied after Audit Committee listing / as required under the Act III. Subsidiary Companies 49 (III) YES IV. Disclosures 49 (IV) (A)Basis of related party 49 (IV A) YES Will be reported in the transactions Annual Report for the financial year 2006-2007 (B) Disclosure of Accounting 49(IV B) YES Will be reported in the Treatment Annual Report for the financial year 2006-2007 (C)Board Disclosures-Risk 49 (IV C) YES Management (D)Proceeds from public 49 (IV D) N.A. issues, rights issues, preferential issues etc. (E)Remuneration of 49 (IV E) YES Will be reported in the Directors Annual Report for the financial year 2006-2007

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(F)Management 49 (IV F) YES Will be reported in the Annual Report for the financial year 2006-2007 (G)Shareholders 49 (IV G) YES V.CEO/CFO Certification 49 (V) YES Will be reported in the Annual Report for the financial year 2006-2007 VI. Report on Corporate 49 (VI) YES Will be reported in the Governance Annual Report for the financial year 2006-2007 VII. Compliance 49 (VII) YES Will be included in the Annual Report for the financial year 2006-2007

Changes in the Company’s Board of Directors since inception:

Name of the Director Date of Date of Reason / Remarks Appointment Resignation Mr. A. K. Das (First Director) 13.01.1995 05.07.2001 Resigned Mr. Subhas Pramanik (First 13.01.1995 28.06.1997 Resigned Director) Mr. Kuthoore Venkatsubramanian 04.09.1996 16.10.1999 Resigned

Mr. Bhagwan Punjabi 04.10.1995 28.06.1997 Resigned Mr. Ashok Mansukhani 28.06.1997 05.07.2001 Resigned

Mr. Jagjit Singh Kohli 28.06.1997 14.05.1999 Resigned

Mr. Kailash Chandra Samdani 14.05.1999 Appointed as Director Srinivas Palakodeti 05.07.2001 31.08.2005 Resigned Arun Kumar 05.07.2001 24.03.2005 Resigned Mr. Ashok Mansukhani 29.03.2005 14 03.2007 Resigned Mr. Ravi Mansukhani 29.09.2005 14.03.2007 Resigned

Mr. Anil Harish 05.03.2007 Appointed as Director Mr. Rajendra P. Chitale 05.03.2007 Appointed as Director Mr. Somabrata Mandal 05.03.2007 Appointed as Director Mr. Dheeraj G. Hinduja 05.03.2007 Appointed as Director Mr. Ramkrishan P. Hinduja 05.03.2007 Appointed as Director

Date of Expiration of the Term of Office of the Directors:

Mr. Kailash Chandra Samdani and Mr. Anil Harish are liable to retire by rotation at the next Annual General Meeting.

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Shareholding of Directors: None of the Directors hold any Equity Shares of the Company.

Interest of Directors:

Mr. Ramkrishan P. Hinduja, Chairman, Mr. Dheeraj G. Hinduja, Mr. Anil Harish and Mr. R. P. Chitale, Directors, are also Directors of the Demerged Company viz. Hinduja TMT Limited. Other than the reimbursement of expenses incurred and normal remuneration if any / sitting fees from the Company, none of the Directors have any interest in the Company.

Management Organization Structure:

Mr. Partha De Sarkar, Chief Executive Officer (CEO) is responsible for the general conduct and management of the business and affairs of the Company, subject to the superintendence, control and supervision of the Board of Directors of the Company.

The heads of the following functions and operations report to the CEO:

• International Operations • Domestic Operations & International Business Development • Global Finance • Legal & Secretarial • Technology • Human Resources • Automation and Process Improvement • Business Development • Quality • M&A and Strategy • US Operations o President – Source1HTMT o CEO – Affina o Client Management o Sales • Philippines Operations o President – HTMT Philippines o COO • Canada Operations

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Key Management Personnel:

Name and Mr. Partha De Sarkar, 44 Age: Designation: Chief Executive Officer Date of 23rd July 2003 Joining: Qualifications, Mr. Sarkar spearheads the HTMT Global team as the Chief Executive Experience Officer. Prior to this, he held the position of Chief Operating Officer at and Details of Hinduja TMT for 3 years. Mr. Sarkar possesses over 20 years of rich Previous experience in Customer Service and Operations across diverse Employment: industries like Banking, Financial Services, Healtcare and Insurance. He has served in executive capacities and handled large initiatives in setting up and leading complex outsourcing projects across diverse domains. He was with Deloitte Consulting, GE Capital International Services, where he set up operations for large remote processing centres in India to service international clients in US, UK, Australia and the Asia-Pacific region. Prior to this, he was with Bank of America’s Consumer Banking business for 9 years. Partha is a post graduate in Management from the Indian Institute of Management (IIM), Bangalore and has a Master of Technology degree from the Indian Institute of Technology (IIT), Chennai Shareholding 1500 Shares

Name and Mr. Somnath Majumdar, 46 Age: Designation: Senior Vice President and Head – Legal & Secretarial Company Secretary and Compliance Officer Date of 1st October 2003 Joining: Qualifications, Mr. Majumdar heads the Legal and Secretarial function and is also the Experience Company Secretary and Compliance Officer. Hiks responsibility and Details of straddles HTMT Global and its subsidiaries in areas including Corporate Previous Governance, compliance with corporate laws and regulations including Employment: Securities and Exchange Board / Stock Exchange regulations, advice on legal matters, business contracts and joint venture / shareholder / share purchase and other commercial agreements, advice and execution of mergers, demergers, acquisitions and foreign investments, litigation, etc. Mr. Majumdar possesses over 22 years of rich experience in Corporate Secretarial Practice, Law, Management Accounting, Strategic Planning and Internal Audit and has worked with leading multinational and Indian business groups like Parke-Davis/Warner Lambert – Pfizer, Larsen & Toubro. Mr. Majumdar is a Commerce and Law graduate from Bombay University, a Fellow member of the Institute of Company Secretaries of India and is also a Chartered Accountant as well as a Cost Accountant. Shareholding 3000 Shares

58 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Name and Mr. Viswanath R. Rao, 48 Age: Designation: Senior Vice President – International Operations Date of 24th April 2006 Joining: Qualifications, Mr. Rao is responsible to drive customer loyalty, strengthen company Experience partnerships and deliver consistently high value to customers for the and Details of overall service delivery processes to international clients based out of Previous India. He has been instrumental in setting up an offshore claims Employment: adjudication process for a Fortune 150 client which has grown to over 1000 people under his able leadership. Mr. Rao has over 25 years of experience in the manufacturing and BPO industry. Earlier, he has served at ABB, Kirloskar AAF. His extensive background and experience in the BPO industry gives him the perspective to bring operational excellence combined with customer satisfaction. Mr. Rao is an Engineering Graduate from the university of Chennai and a Post Graduate in Executive General Management from the Indian Institute of Management (IIM) Bangalore Shareholding Nil

Name and Mr. B. N. Narasimha Murthy, 46 Age: Designation: Senior Vice President – Domestic Operations and International Business Development Date of 5th December 1996 Joining: Qualifications, Mr. Murthy is responsible for domestic business acquisitions, delivery Experience and support and planning of operations. He has shared his vast and Details of knowledge and experience in the Company from the international Previous markets to the domestic markets. Mr. Murthy possesses over 18 years of Employment: experience. He has worked with leading organizations like Datapro, Global Tele Systems, PCL, Larsen & Toubro. He has been instrumental in successfully transitioning complex offshore projects in Telecom and Healthcare to India. Mr. Murthy is a Post Graduate from the Indian Institute of Management (IIM), Kolkata and a Bachelor of Technology from the Indian Institute of Technology (IIT). Shareholding 3000 Shares

Name and Mr. C. Subramanya, 39 Age: Designation: Global CTO Date of 30th August 2000 Joining: Qualifications, Mr. Subramanya heads the Technical Services Group. He is an expert in Experience Information Technology and Information Security and is responsible for and Details of implementing, maintaining, monitoring the Company’s world class Previous technology and information security and ensuring that the Company’s Employment: process aligns with its technological capabilities globally. Mr.

59 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Subramanya possesses over 18 years experience in the technology domain across various industries and has handled various aspects of conceptualizing and commissioning of BPO and other IT Enabled Services operations including transition of projects across the company’s global facilities. Mr. Subramanya is an Engineering Graduate from MEI Group of Institution in Computer Science and has undergone short term courses in customer Support and Finance from the Indian Institute of Management (IIM), Bangalore Shareholding 1000 Shares

Name and Mr. M.S. Varadan, 62 Age: Designation: President – HTMT USA Date of 1st April 2000 Joining: Qualifications, Mr. Varadan has been closely involved in in transforming the Company Experience into a global technology company through mergers and acquisitions. He and Details of has played an active role in the acquisition of the call centres in the Previous Philippines, USA and Canada as well as the Global marketing set-up in Employment: USA. In the recent past, he has played a crucial role in integrating the newly acquired units with the Company. With over 40 years of experience in diverse global organizations, Mr. Varadan brings to the Company his excellent knowledge of organization management and practices. He is an accountant by profession and has deep knowledge of international accounting standards. He possesses rich experience in commercial and investment banking and has worked in India and abroad for State Bank of India and has also worked for other various leading organizations including the Essar Group, Britannia, ISPAT Group. Shareholding 2000 Shares

Name and Mr. V. Prasanna Kumar, 49 Age: Designation: Senior Vice President – Customer Relations Date of 26th October 1996 Joining: Qualifications, Mr. Prasanna Kumar front-ends and manages the Company’s Customer Experience Relations and heads the Client relationship team from out of the New and Details of Jersey office. Mr. Prasanna has reinforced the Company’s marketing Previous and customer relations by adopting advanced marketing methodologies Employment: and has successfully obtained several large projects with large capacities. Mr. Prasanna possesses 24 years of experience and exposure to international markets. He has worked with large organizations like Tata Consultancy Services, and clients like Citibank, American Express, Banc Cantonale Vaudoise, Time Warner and Fireman’s Fund insurance companies in UK, Switzerland, Mexico and India. Mr. Prasanna is a Post Graduate in Industrial Management from the Indian Institute of Technology (IIT), Chennai and is also a Gold Medallist in Engineering from the University of Mysore. Shareholding 50 Shares

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Name and Mr. Ramesh Anand, 44 Age: Designation: Vice President – Business Development Date of 7th August 2006 Joining: Qualifications, Mr. Ramesh Anand is responsible for the Business Development efforts Experience in the southern parts of USA and also heads the Company’s foray into and Details of the Banking and Financial Services space. Mr. Ramesh has worked with Previous leading organizations like Tata Consultancy Services, Hero ITeS, and Employment: Technology companies in Silicon Valley like Oracle and Siebel. Mr. Ramesh has also set up third party business for Owen Financial Services and has also worked with IBM Daksh. Mr. Ramesh is a Graduaute from the Birla Institute of Technolgy and Sciences (BITS – Pilani) with a Masters in Management Studies. Shareholding Nil

Name and Mr. Pushkar Misra, 42 Age: Designation: President – HTMT Philippines Date of 14th July 2004 Joining: Qualifications, Mr. Pushkar specializes in project planning and implementation. He has Experience served in various capacities and functions including investment banking, and Details of project management, business planning and development and corporate Previous finance. He has also headed the group’s nedia commerce and e- Employment: commerce business in India. Mr. Pushkar possesses over 19 years of experience and has worked with leading organizations like SBI Capital Markets and Larsen & Toubro. Mr. Pushkar is a B.Tech in Mechanical Engineering from the Indian Institute of Technology (IIT), Kanpur and an MBA from the Indian Institute of Management (IIM), Ahmedabad. Shareholding 4500 Shares

Name and Mr. Bryce Hayes, 34 Age: Designation: Chief Operations Officer, HTMT Philippines Date of 7th April 2004 Joining: Qualifications, Mr. Hayes has led several initiatives and has been instrumental in Experience enhancing the call centre growth in HTMT-Philippines. He has extensive and Details of experience from analysis and design to implementation and operation Previous and is responsible for executing and overseeing numerous client Employment: partnerships. Mr. Hayes possesses over 13 years of experience in serving the call centre industry as operations head, training director and other management roles. He has held several other management positions for outsoucing / BPO companies supporting a wide variety of Fortune 100 and 500 clients in financial services, telecom, TY/Satellite,

61 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

shipping, logistics and healthcare verticals. Mr. Hayes is a Post Graduate from Utah Valley State College and the University of Utah. He is a member of the Golden Key National Honour Society and was the recipient of the University of Utah’s President’s scholarship. Shareholding 3000 Shares

Name and Ms. Malini Deekshit, 43 Age: Designation: Vice President – Human Resources Date of 19th April 2007 Joining: Qualifications, Ms. Deekshit possesses over 20 years of experience in various facets of Experience HR in IT and ITES industries. Prior to joining the Company, Ms. Deekshit and Details of was the head of HR operations in Microland. She has also run her own Previous Recruitment and Training Consultancy. She has been associated with Employment: several leading organizations like HCL, Mindtech and Mphasis. Ms. Deekshit holds a Bachelor’s degree in Science from Bangalore University. Shareholding Nil

Changes in the Key Management Personnel:

Mr. Divakar Kaza, Head of Human Resources resigned from the services of the Company with effect from 5th May 2007. Ms. Malini Deekshit was appointed as Vice President - Human Resources with effect from 19th April 2007. Mr. Yagnesh Sanghrakja, Global CFO resigned from the services of the Company with effect from 31st May 2007. Mr. S.D. Srinivasan has been appointed as Financial Controller for India and Mauritius

Employees and Employees Stock Option Scheme:

Presently the Company has strength of about 9500 employees.

The salient features of the Company’s Stock Option Scheme are as under:

1. PLAN OBJECTIVES

The objectives of the Plan are:

1.1 To compensate the employees of the De-merged Undertaking in respect of the unvested stock options granted to them by the De-merged Company under the Demerged Company Option Scheme that would lapse on the coming into effect of the Scheme of Demerger,.

1.2 To reward and retain employees, in keeping with market trends in the IT/ITES sector.

1.3 To motivate employees to drive corporate performance and thereby enhance overall shareholder value.

2. DEFINITIONS

62 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

2.1 "Acceptance letter" means the letter by which the Optionee communicates that the Grant of Options has been accepted, and that he /she will abide by the terms and conditions of the Compensatory ESOP Scheme.

2.2 “Allotment Committee” means a committee of the Board, which shall meet periodically to allot Shares arising out of the Exercise by the Optionees

2.3 “Board” means the Board of Directors of the Company.

2.4 “Company” means HTMT Technologies Limited and any successor company thereof and includes where the context so requires, the subsidiaries of HTMT Technologies Limited.

2.5 “Compensatory ESOP Scheme” means this HTMT Technologies Ltd. Compensatory Employee Stock Option Plan, 2006.

2.6 “Compensation Committee” means a committee of Directors of the Company constituted by the Board consisting of a majority of independent Directors and entrusted with the authority to implement the Compensatory ESOP Scheme.

2.7 “Corporate Action” means rights issue, bonus issue, merger, sale of division, amalgamation, merger, demerger, reconstruction, reorganisation or such action by which the controlling or the shareholding pattern of the Company undergoes any kind of change.

2.8 "Date of Separation" means the last date of employment with the Company.

2.9 “Demerged Undertaking” means and includes the whole of the business, undertaking, activities and operations of information technology / information technology enabled services (“IT/ITES”) of the Demerged Company including such business, undertaking, activities and operations carried on directly or indirectly through its branches and subsidiaries in India and abroad.

2.10 “Demerged Company Option Scheme” means Hinduja TMT Limited Employees Stock Option Plan, 2001

2.11 "Director" means a director on the Board.

2.12 “Effective Date” means the date on which all the conditions and matters in relation to the Scheme of Demerger have been fulfilled and the Scheme of Demerger becomes effective.

2.13 "Employee/Transferred Employee” means an employee of the Demerged Undertaking and includes an employee of Hinduja TMT and employees of the IT/ITES subsidiaries of Hinduja TMT, whether working in India or abroad on the Grant Date, whose options granted by Hinduja TMT pursuant to the Demerged Company Option Scheme lapsed on the coming into effect of the Scheme of Demerger.

2.14 "Exercise" means an act whereby the Optionee makes a written application to the Company, to subscribe for the Shares against the Options Vested in him / her under the Compensatory ESOP Scheme together with payment of the Exercise Price.

2.15 "Exercise Application” is the application form in which the Optionee has to apply to the Company along with the cheque / demand draft in respect of the Exercise Price for Exercising the Options granted to him/her.

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2.16 "Exercise Price" means in relation to each Transferred Employee, such price at which the said Transferred Employee was originally granted the Lapsed Options of the Demerged Company, being also the price at which such Transferred Employee, as Optionee is entitled to subscribe to the Shares arising out of Options Granted and Vested in him/her under the Compensatory ESOP Scheme.

2.17 "Exercise Period" means the time period after Vesting, within which the Optionee should Exercise his/her right to apply for Shares against the Options vested in him/her under the Compensatory ESOP Scheme.

2.18 “First Anniversary Date” means the date, which falls after one year of the Grant Date.

2.19 "Grant" is the process whereby the Compensation Committee shall be deemed to have granted Options to the Transferred Employees under this Compensatory ESOP Scheme on the Grant Date.

2.20 “Grant Date” means the Effective Date and which shall be the date the Transferred Employee shall be deemed to have been Granted Options by the Company under the Compensatory ESOP Scheme.

2.21 “Demerged Company ” means Hinduja TMT Limited.

2.22 “Lapsed Options of the Demerged Company” means and includes options granted by Hinduja TMT under the Demerged Company Option Scheme, to employees engaged in the Demerged Undertaking which have not vested as of the Effective Date, which stock options would lapse upon coming into effect of the Scheme of Demerger on the Effective Date.

2.23 "Letter of Grant" means the letter issued by the Company to an Employee intimating the Grant of Options to him/her for acquiring a specified number of Shares at the Exercise Price.

2.24 “Nominee” shall mean the person nominated by the Employee as provided in this Plan.

2.25 “Normal Retirement Date” shall mean the date on which an Employee is due to retire from the services of the Company, in accordance with the service conditions to which he/she is subject.

2.26 "Option" means a right (but not an obligation) granted to an Employee to apply for a specified number of Shares of the Company at a future date and at a predetermined price (being the Exercise Price) in accordance with the terms stated in this Compensatory ESOP Scheme. However, Options do not carry voting rights as available to an ordinary shareholder and as defined in the Companies Act, 1956. Each Grant of an Option would represent the right to apply for one fully paid-up equity share of the Company of the face value of Rs. 10/- per share. In case of sub- division of Shares or in case of bonus, rights, etc. the number of Options will be suitably adjusted by the Compensation Committee.

2.27 “Optionee” means a Transferred Employee to whom Options have been Granted pursuant to this Compensatory ESOP Scheme, and who has accepted such Grant by signing the Acceptance Letter and includes where the context so requires, the Nominee or the legal heirs of a deceased Employee.

2.28 “Plan” or ‘Compensatory ESOP Scheme” means this HTMT Technologies Limited Compensatory Employees Stock Option Plan, 2006.

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2.29 “Scheme of Arrangement” or “Scheme of Demerger” means Scheme of arrangement and reconstruction between Hinduja TMT and the Company and their respective shareholders and creditors .

2.30 “Second Anniversary Date” means the date, which falls after two years of the Grant Date.

2.31 "Share" means the equity shares of the Company.

2.32 “.“SEBI ESOP Guidelines” means the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 as revised from time to time.

2.33 “Vesting” means the process by which the Optionee is given the right to apply for Shares against Options granted to him/her under the Compensatory ESOP Scheme.

2.34 “Vesting Date” means the earliest date on which the Optionee may Exercise his / her right to seek allotment of Shares in terms of the Vesting Schedule under the Compensatory ESOP Scheme.

2.35 “Vesting Schedule” shall have the meaning assigned to it in Clause 6.2 hereof.

3. AUTHORITY AND POWERS OF THE COMPENSATION COMMITTEE

3.1 Notwithstanding anything stated herein, the Compensation Committee in its absolute discretion has been authorised to determine all the terms governing the Compensatory ESOP Scheme including any variation thereof and including but not limited to

3.1.1 The terms and conditions subject to which the Options vested would be exercisable by an Optionee.

3.1.2 The period within which the Options have to be Exercised by theOptionee.

3.1.3 The procedure for cashless Exercise of Options, if any.

3.1.4 Giving effect to amendments in the number of Options and/or the Exercise Price as a result of Corporate Actions.

3.1.5 Giving effect to amendments in the Vesting Schedule and/or Exercise Period in the case of Optionees who have separated from the Company’s service by reason of any disability of pursuant to any scheme of voluntary retirement or for any other reason, which in the opinion of the Compensation Committee, is a fit case for making any such amendments.

3.1.6 Resolution of any disputes arising on any matter arising out of the implementation of this Plan.

3.1.7 Accelerate the Vesting Schedule.

3.1.8 Cancellation of Options on account of misconduct of Optionee.

3.2 The terms prescribed by the Compensation Committee and/or the resolution by the Compensation Committee of any dispute, shall be final and binding on all the Employees/ Optionees.

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4. ELIGIBILITY, GRANT CONDITIONS AND NOMINATION

4.1 Eligible Employees

4.1.1 All Transferred Employees of the Company pursuant to the Scheme of Demerger are the eligible employees, under the Compensatory ESOP Scheme, and to whom the Options as stated in para 5.1 shall be deemed to have been Granted on the Grant Date 4.2 Grant conditions

4.2.1 Options granted to an Employee shall not be transferred to any other person.

4.2.2 No person other than the Optionee shall be entitled to Exercise the Option, save as provided in 6.6.

4.2.3 Options granted to an Employee shall not be pledged, hypothecated, mortgaged or otherwise alienated in any manner.

4.2.4 An Optionee is required to sign and return to the Company the Acceptance Letter in the prescribed form in order to be entitled to Exercise the Options Granted to him/her under this Plan.

4.3 Nomination

4.3.1 An Optionee may appoint any person as his/her Nominee in the prescribed form, for exercising the rights in the circumstances specified in para 6.6.

4.3.2 An Optionee may revoke such nomination at any time and a fresh nomination may be made on such revocation.

4.3.3 Upon the demise of the Optionee, the Nominee, if any, shall alone be entitled to Exercise the rights of the Optionee concerned and the Company shall not be liable in relation to any rights and obligations amongst the legal heirs of the Optionee concerned.

4.3.4 If the Optionee fails to make a nomination, the ensuing Shares will be issued to the legal heirs only upon such evidence being produced to the absolute satisfaction of the Board as may be required from time to time.

5. NUMBER OF OPTIONS

5.1 . Every Transferred Employee shall be deemed to have been granted by the Compensation Committee with effect from Grant Date, the number of Options, equal to the number of Lapsed Options of the Demerged Company.

6. VESTING OF OPTIONS

6.1 Vesting Period: There shall be a period of one year between the Grant Date and Vesting of Options.

6.2 Vesting Schedule: The Vesting Schedule for the Options granted to the Transferred Employee shall be as under:

• One half of the Options will vest on the First Anniversary Date • The balance half of the Options will vest on the Second Anniversary Date.

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6.3 Accelerated vesting: Subject to the provisions of para 6.1, the Compensation Committee may at its discretion accelerate the Vesting Schedule for some or all of the Options granted to the Transferred Employees in the event of Corporate Action, which in the opinion of the Compensation Committee is an appropriate case for acceleration of the Vesting Schedule.

6.4 Vesting in the event of retirement: Options that had been Granted to an Optionee who retires from the Company’s services on the Normal Retirement Date or thereafter (such Optionee being hereinafter referred to as “Retired Optionee”), shall vest in accordance with the Vesting Schedule specified in para 6.2.

6.5 Vesting in the event of permanent incapacity: Subject to the provisions of para 6.1, all Options granted to an Optionee who suffers a permanent incapacity while in employment, shall vest in him/her as on the date of permanent incapacitation.

6.6 Vesting in the event of Death of an Optionee: Subject to the provisions of para 6.1 in the event of (a) death of an Optionee while in employment or (b) death of a retired Optionee, all the Options granted to him/her till such date, shall immediately vest in the Nominee (or in the legal heirs in the vent there is no Nominee) of the deceased Optionee or deceased Retired Optionee, as the case may be.

6.7 Vesting for Employees on long leave: The Vesting Schedule may be extended by the entire duration of the leave period for Employees on long leave, subject to a maximum period of 24 months from the Grant Date.

7. EXERCISE OF OPTIONS:

7.1 Exercise Timeframe: An Optionee or Retired Optionee may exercise his/her vested Options, in part or in whole any day after the earliest applicable Vesting Date and prior to the completion of the 36th month from the Grant Date.

7.2 Exercise of Vested Options in the event of Death: The Nominee, or in the event there is no Nominee, the legal heirs of a deceased Optionee or Retired Optionee, as the case may be, may Exercise the Options at any time prior to the completion of the 36th month from the Grant Date

7.3 Exercise of Vested Options in the event of resignation or termination of services: An Optionee who separates from the services of the Company for any reason other than (a) retirement on the Normal Retirement Date or thereafter, (b) death (c) permanent incapacity (d) Corporate Action, may Exercise the vested Options at any time within a period of three months from the last date of employment with the Company, or within a period of 36th months from the Grant Date whichever is earlier.

7.4 Exercise of Vested Options in the event of permanent incapacity: An Optionee who suffers permanent incapacity while in employment may exercise the Options at any time prior to the completion of the 36th month from the Grant Date.

7.5 Remittance on Exercise of Options: An Optionee (or as the case may be, the Nominee or legal heir of a deceased Optionee or deceased Retired Optionee), shall remit the full amount payable by him/her on Exercise of the Options together with the Exercise Application in the prescribed form, indicating the number of Options Exercised, in the manner stated in the said Exercise Application.

8. LAPSE OF OPTIONS

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8.1 Notwithstanding anything contained elsewhere in this Plan, the Options vested in, but not exercised by, an Optionee as well as unvested Options, will lapse, in case of termination of his/her employment for any reason, which in the opinion of the Compensation Committee is an appropriate case for lapse of the Option, including but not limited to the following:

8.1.1 Misconduct, 8.1.2 Fraud, 8.1.3 Unauthorised disclosure of confidential data.

8.2 Treatment of unvested Options: If an Optionee separates from the services of the Company for any reason other than (a) retirement on the Normal Retirement Date or thereafter, (b) death or (c) permanent incapacity (d) separation from services of the Company due to Corporate Action; 8.2.1 all unvested Options outstanding on the date of separation of the Optionee will lapse on the said date of separation.

8.2.2 all Vested Options that have not been Exercised within a period of three months from the last day of employment with the Company, or within a period of 36th months from the Grant Date whichever is earlier, will lapse.

Provided that in the event of resignation / termination from the services of the Company for reasons other than (a) retirement on the Normal Retirement Date or thereafter, (b) death or (c) permanent incapacity (d) separation from services of the Company due to demerger or any Corporate Action, the unexercised Options will lapse.

9. ALLOTMENT OF SHARES ON EXERCISE OF OPTIONS: The Allotment Committee shall periodically allot shares arising out of Exercise of Options. The Company’s shares are proposed to be/ will be traded on Stock Exchanges compulsorily in dematerialised form. The Shares allotted by the Allotment Committee, pursuant to receipt of valid Exercise Applications will be allotted only in dematerialised form.

10. LOCK-IN PERIOD

No lock-in restriction would apply to the Shares issued consequent upon the Exercise of Options granted under this Plan.

11. PRICING

11.1 The Exercise Price of Options Granted, pursuant to this Compensatory ESOP Scheme, in relation to each Transferred Employee shall be such price at which the said Transferred Employee was originally granted the Lapsed Options of the Demerged Company.

11.2 In the event of any changes in the number and/or face value of the outstanding equity shares of the Company by way of stock split, exchange of shares, recapitalisations, Corporate Action or otherwise, the Exercise Price per Share/number of unvested and Vested but not Exercised Options shall be appropriately adjusted in accordance with the directions of the Compensation Committee in this matter, and such directions shall be binding.

12. TRANSFER OF OPTIONEES An Optionee whose services are transferred from the Company to any of its subsidiary ,shall be entitled to retain his/her entitlement to the Options granted to him/her, in accordance with the terms and conditions specified in the Letter of Grant, subject to the provisions of this Plan.

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13. TAXES

All taxes consequent upon the grant/exercise of stock options under this Plan will be borne by the Optionee or by the Nominee/legal heir as the case may be.

14. COMPLIANCE WITH REGULATIONS

Optionees are required to comply with all applicable laws and regulations relatable to the exercise of rights attached to the Options.

15 GENERAL RISKS AND DISCLOSURES

Participation in the Plan shall not be construed as any guarantee of return on the equity investment. Any loss due to fluctuations in the market price of the equity and the risks associated with the investment are that of the Employee alone.

16 CHANGE OF PLAN

The Company and Compensation Committee have the discretion to change the terms and conditions of the Plan. However, the change shall not be to the detriment of the Employees participating in the Plan and shall have effect only after complying with the conditions specified in the SEBI ESOP Guidelines.

17 NOT CONTRACT OF EMPLOYMENT

17.1 Grant of Options under this Plan shall not form part of any contract of employment between the Company and the Employee. The rights and obligations of any individual under the terms of his office or employment with the Company shall not be affected by his/her participation in this Plan.

17.2 Nothing in this Plan shall be construed as affording an Employee any additional rights as to compensation or damages in consequence of the termination of such office or employment for any reason.

17.3 This Plan shall not confer on any person any legal or equitable rights against the Company either directly or indirectly or give rise to any cause of action on law or equity against the Company.

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XI PROMOTERS

The details of the Promoters are given below:

Promoters: 1 Ashok P. Hinduja (Age:56) 2 Ashok P. Hinduja Jt..Harsha A. Hinduja 3 Ashok P. Hinduja Jt. S.P. Hinduja HUF (Bigger) and Hinduja Properties Development Limited 4 A P Hinduja (HUF) 5 A P Hinduja Jt. Hinduja Properties Development Ltd and S.P. Hinduja HUF (Bigger) 6 Harsha A. Hinduja (Age: 52) 7 Harsha A. Hinduja Jt. Ashok P. Hinduja 8 Harsha A Hinduja Jt. S.P. Hinduja HUF(Bigger) and Ashok P. Hinduja 9 Vinoo S. Hinduja (Age: 40) 10 Aasia Management & Consultancy Pvt. Limited Jt. Aasia Properties Development Limited 11 Aasia Management & Consultancy Pvt. Limited 12 Aasia Management Consultancy Limited Jt Aasia Properties Development Limited 13 Amas Mauritius Limited 14 Kumbat Limited 15 Siddharth Textiles Pvt. Limited 16 Aasia Properties Development Limited 17 S P Hinduja HUF (Bigger) 18 Satya A. Hinduja (Age: 24) 19 Ambika A. Hinduja (Age: 28) 20 Shom A. Hinduja (Age: 16) 21 Shanoo Mukhi (Age: 43)

Background of Promoters and promoting companies:

Mr. Ashok P. Hinduja

Mr. Ashok P. Hinduja is a graduate in Commerce from Bombay University. Mr. Hinduja has been conferred with the honorary degree of Doctorate of Law and Doctorate of Economics, respectively by the University of Westminster, UK, and Richmond College, UK. Mr. Hinduja has played a leading role in driving the growth of the transnational Hinduja Group’s activities in India. As Trustee, he also oversees the philanthropic activities of the Hinduja Foundation whose prime focus is on education and healthcare. A Founder Member of the National Health and Education Society, Mr. Hinduja is the Resident Member of the Board of Management of the P.D. Hinduja National Hospital in Mumbai. He is also the Managing Trustee of Smt. P.D. Hinduja Trust, which runs the K.P.B. Hinduja College of Commerce in Mumbai.

Others • Ms. Harsha A. Hinduja has over 20 years of experience in business.

• Ms. Vinoo S. Hinduja has held various senior positions in multinational conglomerates and has received training in (i) The Cromwell Hospital London (ii) Credit Sussie Bank, Geneva (iii) Chase Manhattan Bank London in areas of Hospital Administration and Management as well as in

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Banking and Finance. Ms. Hinduja is a Member of the Board of Management of the P.D. Hinduja National Hospital in Mumbai.

• Aasia Management & Consultancy Pvt. Limited was incorporated under the Companies Act, 1956, on 18th May 1995 and is in the business of dealing in properties, films and consultancy services. The registered office of the company is situated at Hinduja House, 171 Dr. Annie Besant Road, Worli, Mumbai 400 018.

The shareholding pattern of the company as on 31st March 2007 is as follows:

Shares of Rs. 10 each Category No. of shares held % of shareholding Promoters ------Non-promoters 100000 100% Total 100000 100%

Board of Directors: Ms. Harsha A. Hinduja Mr. P.J. Saldanha

• Aasia Properties and Development Limited was incorporated under the Companies Act, 1956, on 9th July 1968 and is in the business of real estate and consultants services. The registered office of the company is situated at Hinduja House, 171 Dr. Annie Besant Road, Worli, Mumbai 400 018.

The shareholding pattern of the company as on 31st March 2007 is as follows:

Shares of Rs. 50 each Category No. of shares held % of shareholding Promoters 195950 97.47% Non-promoters 4050 2.53% Total 200000 100%

Board of Directors: Mr. A.K. Das Mr. Prabal Banerji Mr. K.C. Samdani Mr. V.G. Gurnani Mr. J. Chugani

• Siddharth Textiles Pvt. Limited was incorporated under the Companies Act, 1956 on 23rd October 1952 and is in the business of property management services. The registered office of the company is situated at 75C, J.R. Mhatre Marg, Ruia Park, Juhu, Mumbai 400 049.

The shareholding pattern of the company as on 31st March 2007 is as follows:

Shares of Rs. 50 each

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Category No. of shares held % of shareholding Promoters 51795 60.94% Non-promoters 33205 39.06% Total 85000 100%

Board of Directors: Mr. A.K. Das Mr. J. Chugani Mr. P.J. Saldanha

• Kumbat Limited was incorporated on 22nd May 1995 in Mauritius and is in the business of making strategic investments.

The shareholding pattern of the company as on 31st March 2007 is as follows:

Shares of $1 each Category No. of shares held % of shareholding Promoters ------Non-promoters 100000 100% Total 100000 100%

Board of Directors: Mr. Jayechund Jingree Mr. Sushil Kumar Jogoo Mr. P.P. Hinduja Mr. Ajay P. Hinduja

• Amas Mauritius Limited was incorporated on 12th July 1993 in Mauritius and is in the business of making strategic investments.

The shareholding pattern of the company as on 31st March 2007 is as follows:

Shares of $1 each Category No. of shares held % of shareholding Promoters ------Non-promoters 400000 100% Total 400000 100%

Board of Directors: Mr. Jayechund Jingree Mr. Sushil Kumar Jogoo Mr. P.P. Hinduja Mr. Ajay P. Hinduja

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XII MANAGEMENT DISCUSSION AND ANALYSIS

BPO Industry Overview:

Off-shoring is no longer the preserve of large corporations, it has now been embraced by the mid market segment as well. As a result of this, the size of the deals is getting smaller.

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HTMT Global Solution’s Competitive Advantage:

HTMT Global Solutions Limited is very well placed to take advantage of the opportunities being presented by this buoyant macro-economic business environment. With its global delivery capabilities in India, Philippines, USA, Canada and Mauritius, it is one of the few Indian multi- nationals to offer the right-shoring advantage, i.e. on-shore in the USA, near-shore in Canada and off-shore in India, Philippines and Mauritius.

More and more developing economies are now trying to emulate the India success story of providing cost effective business solutions for IT and BPO services for the US and European markets. Countries like China, Malaysia, Vietnam, the Eastern European Block and Latin American nations like Argentina, Brazil, Costa Rica, Mexico are becoming increasingly competitive. But the competition from these other locations presents a unique opportunity for HTMT Global Solutions. With its rich cash reserves and debt free balance sheet, The Company is strongly positioned to entering these new low cost delivery destinations through the inorganic M&A route. This is HTMT Global’s strength, having successfully executed multiple inorganic acquisitions in the last three years. This feat has few parallels amongst HTMT Global’s competition.

In addition, there are some other factors which go in favour of HTMT Global Solutions.

• Domestic ITES industry is expected to grow at 60% and HTMT Global has a dominant position in this market because of its first mover advantage.

• More marginal players in the industry are expected to be under profitability pressures to sell off. Consolidation is likely to make some of these assets available for acquisition at attractive rates. This will provide a low cost, low capital intensive inorganic growth opportunity.

• Captive centers of multinational companies, which currently have a significant market share of off-shoring, are proving substantially expensive compared to third party suppliers. The trend of these captive centers outsourcing the non-confidential work to third party service providers is

74 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

expected to grow in the near future. HTMT Global Solutions, with its marquee list of clients, is expected to provide these companies a very attractive option to go to a pure third party vendor.

• As corporations have grown increasing comfortable with the maturity of offshore BPO providers, more and more higher value added processes are now being considered for off- shoring. These are in the areas of research, analytics, legal, finance and accounts, HR services etc. Again, HTMT Global Solutions aspires to be in the forefront of this move to go up the value chain of off-shoring services.

• New service lines like Engineering, Procurement, Education and Training, Market Research etc. are also opening up to off-shoring.

Challenges:

Some of the challenges HTMT Global faces in its core business of ITES-BPO are as under • Global delivery model adopted by the company brings in variety of risks like country, exchange rate and regulations.

• Continued price and margin pressure due to the intensity of competition.

Performance / Segment Analysis:

The Company functions as an operating IT/ITES Company and has only one segment as IT / ITES. The performance of the IT/ITES business segment of the Company for the period under review as compared to the previous year (previous year comparison is with Hinduja TMT Ltd., which demerged its IT/ ITES Undertaking to Company puirsuant to the Scheme as sanctioned by the Hon’ble high Court of Judicature at Bombay) is given below. The figures for the period ended March 2007 are unaudited. The figures for Hinduja TMT Ltd. are as per the results published for the six months period ended on 30th September 2006.

(Rs. in Lakhs)

HTMTGlobal Hinduja TMT Ltd. Total IT/ITES for Hinduja TMT Solutions Ltd. 2006-07 Ltd. (Oct ’06 to Mar (Apr ’06 to Sept ’06) (For comparison 2005-06 % Change ’07) purposes)

(1) (2) (3) = (1) + (2) (4) (5) Segment Revenues 15458 15509 30967 22701 36.4 Segment Results (PBIT) 2230 2656 4886 2011 143.0 Capital Employed 51831 49700 51831 30135 72.0

Comments:

a. Increase in revenue is mainly due to increase in India delivered international business and domestic business as well as inclusion of full year operations of Manila branch for the financial year 2006 07 as compared to previous year which included the revenue for part of the year.

75 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

b. PBIT for the current year has increased due to increased volume of domestic business and higher contribution from existing international business. c. Capital employed has increased substantially due to higher allocation of capital at the time of Demerger as well as surpluses from the segment, adding to the net worth.

Risks, Concerns and Mitigation Plans:

HTMT Global is regularly taking adequate steps to mitigate existing and potential risks like (a) competition (b) customer retention (c) regulatory (d) geographical concentration (e) client creditworthiness (f) foreign exchange rate fluctuations (g) contractual obligations, and (h) project management (timely and satisfactory completion of assignments).

The Company has adequate backup procedures and redundancy in technology and telecommunication set up to address disaster. Multi-locational delivery of services are in place, so that alternate sites are made available in case of sudden disruption of work due to natural calamities or other internal as well as external factors.

Internal Control Systems and their adequacy:

The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes also are designed to meet the goals of cost, schedule, functionality and product quality, thus resulting in higher levels of customer satisfaction.

A well-defined organizational structure, clearly demarcated authority levels and well-documented policy and guidelines to ensure process efficiencies are the hallmarks of the Company’s internal control system.

The Company is ISO 9001 certificated and is currently undergoing a certification upgrade to the newer standard of ISO27000. Its information security systems are certified to BS7799 standards, which is the international benchmark for Information Assets. On top of that, the Health Insurance Practice is HIPAA certified and is also getting ready for SAS 70 audit.

The internal and external Auditor’s reports with comments of the management are regularly placed before the Audit Committee, which discusses the reports with the management and the Auditors to satisfy about the internal control environment designed to ensure that the results of operations are reflected properly in the financial statements and proper internal control procedures are followed.

Industry Accolades:

HTMT Global Solutions was rated the Number One Callcenter by the Global Services Magazine, a very distinguished publication from the renowned outsourcing advisory firm NeoIT based in New York.

The Information Technology Division won the Indian Express Intelligent Enterprise Award in the Technology Senate in Mumbai, adjudicated by E&Y.

Material Developments in Human Resource Management / Industrial Relations:

The HR mandate in the organization has always been to attract, retain and motivate the best people from the Industry.

76 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

True to its commitment to be at the leading edge of it HR practices, the company invited world renowned consultants Gallup to conduct the Employee Satisfaction Survey across all global locations. The results of the survey have just been completed and the management is working on some of the improvement areas identified by the survey.

For the last three years, the company has continued to feature in the top 10 companies for Employee Satisfaction in the annual survey conducted by Dataquest and IDC.

The Employee Stock Option Plan, which covers 95% of the employees in the managerial level saw its first vesting in November 2006 and the employees were benefited handsomely on account of the substantial appreciation of their options.

The above initiatives played a vital role in contributing to strategic benefits to both the organization and its employees. Consequently, attrition rates have been maintained at below-industry averages – a pointer towards growing employee satisfaction and acceptance of HTMT Global Solutions as a preferred employer.

CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis describing the Company’s objectives, expectations, predictions and assumptions may be ‘forward looking’ within the meaning of applicable Securities Laws and Regulations. Actual results may differ materially from those expressed herein. Important factors that could influence the Company’s operations include global and domestic economic conditions affecting demand, supply, price conditions, change in Government’s regulations, tax regimes, other statutes and other factors such as litigation and industrial relations.

77 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

XIII FINANCIAL INFORMATION

Summary Financial Statements for the previous four years prior to the date of listing:

Rs Lakhs US$ mil. 3 Rs Lakhs Rs Lakhs Rs Lakhs Balance Sheet As at As at As at As at As at 31/03/2007 31/03/2007 31/03/2006 31/03/2005 31/03/2004 Unaudited Unaudited Audited Audited Audited Consolidated Consolidated Sources of Funds: Share Capital 1 25.00 0.06 25.00 25.00 25.00 Share Capital Suspense 1 2053.80 4.71 - - - Reserves and Surplus 67887.07 155.74 - - - Total 69965.87 160.51 25.00 25.00 25.00 Minority Interest (58.89) (0.14) - - - Deferred Tax 434.48 1.00 - - -

Total 70341.45 161.37 25.00 25.00 25.00

Application of funds: Fixed Assets 20018.84 45.92 - - - Investments 4223.70 9.69 - - - Net current assets 46098.91 105.76 (89.41) (71.03) (60.36) Profit and Loss Account - - 114.41 96.03 85.36

Total 70341.45 161.37 25.00 25.00 25.00

Profit and Loss Account For the year For the year For the For the For the Ended Ended year year year 31/03/07 2 31/03/07 2 Ended Ended Ended Unaudited Unaudited 31/03/06 31/03/05 31/03/04 Consolidated Consolidated Income 44594.02 100.68 0.42 333.57 334.83

Expenditure 39127.82 88.34 16.83 344.24 346.39 Profit /(Loss) before Taxes 5466.20 12.34 (16.41) (10.67) (11.56) Profit /(Loss) After Taxes 5255.25 11.87 (18.38) (10.67) (11.56) Profit After Minority Interest 5305.53 11.98 (18.38) (10.67) (11.56

Notes:

1. Post allotment of 20538003 equity shares of Rs. 10/- each to the eligible shareholders of Hinduja TMT Limited and post cancellation of the entire pre-demerger share capital of Rs. 25 lakhs held by Hinduja TMT Limited pursuant to the Scheme, the paid-up share capital as of date is Rs. 2053.80 lakhs.

78 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

2 The Appointed Date of Demerger of the IT/TES Undertaking of Hinduja TMT Limited into the Company is 1st October 2006. The figures given above are for the 12 months’ period from 1st April 2006 to 31st March 2007 for the purpose of understanding the full year financials and include that for the period of 6 months upto 30th September, 2006, which have been reported by Hinduja TMT Limited.

3 The figures disclosed in US Dollars has been derived considering an exchange rate conversion of Rs. 43.5898 and Rs. 44.2916 per dollar for Balance Sheet and Profit and Loss account respectively.

4 Relates to the period prior to the coming into effect of the Scheme and does not relate to the current business of the Company

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79 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF HTMT GLOBAL SOLUTIONS LIMITED Page 1 of 2

1. We have audited the attached Balance Sheet of HTMT Global Solutions Limited [formerly HTMT Technologies Limited] (“the Company”) as at December 31, 2006, and the related Profit and Loss Account and the Cash Flow Statement for the period ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at December 31, 2006;

(ii) in the case of the Profit and Loss Account, of the profit for the period ended on that date; and

in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

80 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF HTMT GLOBAL SOLUTIONS LIMITED Page 2 of 2

This report is intended solely for your information and for submission to The Bombay Stock Limited, Mumbai and National Stock Exchange of India Limited, Mumbai for inclusion in the Information Memorandum in connection with the listing requirement and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Partha Ghosh Partner Membership No. F - 55913 For and on behalf of Place: Mumbai Price Waterhouse Date: 21st May, 2007 Chartered Accountants

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81 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Balance Sheet as at 31st December, 2006 (Rs. In Lacs) Schedule As at As at 31.12.2006 31.03.2006 SOURCES OF FUNDS Shareholders' Funds Share Capital A1 25.00 25.00 Share Capital Suspense A2 2,053.80 - Reserves and Surplus B 48,519.01 -

Loan Funds Secured Loans C 1,126.49 -

Deferred Tax Liability (Net) 450.60 - (Refer Note 4 on Schedule S)

TOTAL 52,174.90 25.00

APPLICATION OF FUNDS Fixed Assets D Gross Block 14,720.02 Less: Depreciation 4,549.12 Net Block 10,170.90 - Capital Work-in-Progress 261.49 - 10,432.39 -

Investments E 45,452.28 -

Current Assets, Loans and Advances Job-in-Progress F 90.59 - Sundry Debtors G 3,668.06 - Cash and Bank Balances H 780.81 0.95 Other Current Assets I 1,702.85 - Loans and Advances J 5,961.01 14.48 12,203.32 15.43 Less: Current Liabilities and Provisions Current Liabilities K 10,853.61 104.84 Provisions L 5,059.48 - 15,913.09 104.84 Net Current Assets (3,709.77) (89.41)

82 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED Balance Sheet as at 31st December, 2006 [formerly HTMT Technologies Limited]

(Rs. In Lacs) Schedule As at As at 31.12.2006 31.03.2006

Profit and Loss Account - 114.41

52,174.90 25.00 TOTAL

Significant Accounting Policies R Notes to Accounts S 0.00

The Schedules referred to above form an integral part of the Balance Sheet.

This is the Balance Sheet referred to in our report of even date. For and on behalf of the Board

Partha Ghosh Partha De Sarkar K.C. Samdani Partner Chief Executive Director Membership No. F - 55913 Officer For and on behalf of Price Waterhouse Anil Harish Yagnesh Sanghrajka Director Global Chief Financial Officer

Somnath Majumdar Senior Vice President and Head - Legal & Secretarial

Place: Mumbai Place: Mumbai Date: 21st May, 2007 Date: 21st May, 2007

83 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Profit and Loss Account for the period 1st April 2006 to 31st December 2006 (Rs. In Lacs)

01.04.2006 01.04.2005 Schedule to to 31.12.2006 31.03.2006 INCOME Operating Income M 7,434.79 - Other Income N 98.45 0.42 TOTAL 7,533.24 0.42

EXPENDITURE Direct Cost, Product Charges and Connectivity Cost 213.97 - Employee Costs O 4,282.12 - Administrative and Other Expenses P 1,486.75 16.83 Interest Q 2.24 - Depreciation / Amortisation 583.84 - TOTAL 6,591.02 16.83 Profit/ (Loss) Before Taxation 942.22 (16.41) Tax Expense - Current Tax [including for earlier year Rs. Nil (Previous Year Rs. 1.93 Lacs)] 19.09 1.93 - Deferred Tax (72.68) - - Fringe Benefit Tax 8.65 0.04 Profit / (Loss) After Taxation 987.16 (18.38) Add: Balance Brought Forward from Previous Year (114.41) (96.03) Surplus/ (Deficit) carried to Balance Sheet 872.75 (114.41)

84 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Profit and Loss Account for the period 1st April 2006 to 31st December 2006 (Rs. In Lacs) 01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006 Earnings Per Share - Basic and Diluted (Rupees) (Face Value of Equity Share - Rs. 10) 13.86 (7.35) (Refer Note 3 on Schedule S)

Significant Accounting Policies R Notes to Accounts S

The Schedules referred to above form an integral part of the Profit and Loss Account.

This is the Profit and Loss Account referred to in our report of even date.

For and on behalf of the Board

Partha Ghosh Partha De Sarkar K. C. Samdani Partner Chief Executive Director Membership No. F - 55913 Officer For and on behalf of Price Waterhouse Chartered Accountants. Anil Harish Yagnesh Sanghrajka Global Chief Financial Director Officer

Somnath Majumdar Senior Vice President and Head - Legal & Secretarial

Place: Mumbai Place: Mumbai Date: 21st May, 2007 Date: 21st May, 2007

85 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December, 2006

As at As at 31.12.2006 31.03.2006

SCHEDULE 'A1'

Share Capital

Authorised 6,000,000 Equity shares of Rs. 10 each

(Previous Year - 600,000 Equity Shares of Rs. 100 each) 600.00 600.00 Notes: - During the year the Authorised Share Capital of the Company was sub-divided from 600,000 Equity Shares of Rs. 100 each to 6,000,000 Equity Shares of Rs. 10 each pursuant to the resolution approved by the Shareholders at their meeting held on 17th June, 2006. - Subsequent to the period-end the Authorised Share Capital of the Company was increased from 6,000,000 Equity Shares of Rs. 10 each to 25,000,000 Equity Shares of Rs. 10 each pursuant to the special resolution approved by the Shareholders at their meeting held on 5th March, 2007.

600.00 600.00

Issued, Subscribed and Paid-up: 250,000 Equity Shares of Rs. 10 each, fully paid-up (Previous year 25,000 Equity Shares of Rs. 100 each) 25.00 25.00

25.00 25.00

SCHEDULE 'A2'

Share Capital Suspense 2,053.80 - 20,537,898 Equity Shares of Rs. 10 each, pending allotment (Refer Note 15 on Schedule S)

2,053.80 -

86 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December, 2006

As at As at 31.12.2006 31.03.2006

SCHEDULE 'B'

Reserves and Surplus General Reserve As per last Balance Sheet - - Add: Adjustments pursuant to the Scheme of Arrangement and 47,646.26 - Reconstruction 47,646.26 - (Refer Note 15 on Schedule S)

Profit and Loss Account 872.75 (114.41)

48,519.01 (114.41)

SCHEDULE 'C'

Secured Loans Lease Liability 1,126.49 - (Refer Note 11 on Schedule S) [Due within a year Rs. 559.19 lacs (Previous year Rs. Nil)] [Secured by first charge by hypothecation of assets] 1,126.49 -

87 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

88 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December, 2006

As at As at 31.12.2006 31.03.2006 SCHEDULE 'E'

Investments - (At cost)

(As per Annexure - A) 45,452.28 -

45,452.28 -

SCHEDULE 'F' Jobs-in-Progress 90.59 -

90.59 -

SCHEDULE 'G' Sundry Debtors (Unsecured) Considered Good - Over Six Months 50.93 - - Other Debts 3,617.13 - 3,668.06 - Considered Doubtful - Over Six Months 32.46 - 3,700.52 - Less: Provision for Doubtful Debts 32.46 - 3,668.06 - [Includes due from subsidiaries - Rs. 1,842.26 Lacs (Previous Year - Rs. Nil)]

89 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December, 2006

As at As at 31.12.2006 31.03.2006

SCHEDULE 'H' Cash and Bank Balances Cash on Hand 3.44 0.10 Bank Balances with Scheduled Banks in: - Current Accounts 141.28 0.85 - Margin Money Accounts # 31.64 - - Deposit Accounts 2.66 - - Exchange Earners' Foreign Currency Account 243.12 - [US 595,224 (Previous Year - Rs. Nil)] - Bank Balances with Non-Scheduled Banks in: (Refer Note 8 on Schedule S) - Current Accounts 358.67 -

# - Under Lien with Banks towards Guarantee issued by them on behalf of the Company. 780.81 0.95

SCHEDULE 'I' Other Current Assets Interest Accrued on - Inter-Corporate Deposits and Others 23.49 - [Includes due from subsidiaries - Rs. 19.09 Lacs (Previous Year - Rs. Nil)] Income Accrued 1,679.36 - 1,702.85 -

90 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December, 2006

As at As at 31.12.2006 31.03.2006 SCHEDULE 'J' Loans and Advances (Unsecured and Considered Good) Advances Recoverable in Cash or in Kind or for value to be Received 2,608.69 - [Includes due from subsidiaries Rs. 250.83 Lacs (Previous Year - Rs. Nil)] Insurance Claims Receivable 250.74 - Share Application Money 125.00 - Advance Tax and Tax Deducted at Source (Net of Provisions) 80.15 14.48 Inter-Corporate Deposits 450.00 - Loans to Subsidiaries (Refer Note 7 on Schedule S) 1,253.06 - Employee Loans and Advances 104.18 - Security Deposits 739.48 - Balance with Excise and Custom Authorities 349.71 - 5,961.01 14.48

SCHEDULE 'K' Current Liabilities Sundry Creditors (Refer Notes 14(a) and 14(b) on Schedule S) 9,178.95 88.79 Due to Subsidiaries 1,348.20 - Other Liabilities 326.46 16.05 10,853.61 104.84

SCHEDULE 'L' Provisions Retirement Benefits 382.60 - Provision for Contingencies (Refer Note 13 on Schedule S) 4,675.40 - Fringe Benefit Tax (Net of Advance Tax) 1.48 -

5,059.48 -

91 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Profit and Loss Account for the period 1st April 2006 to 31st December, 2006

01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006 SCHEDULE 'M' OPERATING INCOME I.T. and I.T. Enabled Services - Overseas 5,605.07 - - Domestic 1,829.72 - [Tax Deducted at Source Rs. 93.58 Lacs (Previous Year - Rs. Nil)] 7,434.79 -

SCHEDULE 'N' OTHER INCOME Interest - On Inter-Corporate Deposits 19.09 - - On Others 2.12 - Dividend 67.42 - Rent Income 5.29 - Liabilities no longer payable written-back 0.88 - Miscellaneous Income 3.65 0.42 98.45 0.42

SCHEDULE 'O' EMPLOYEE COSTS (including reimbursements) Salary and Other Benefits 4,026.30 - Contribution to Employees' Provident and Other Funds 166.31 - Staff Welfare Expenses 89.51 - 4,282.12 -

92 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Profit and Loss Account for the period 1st April 2006 to 31st December, 2006

01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006 SCHEDULE 'P' ADMINISTRATIVE AND OTHER EXPENSES Rent and Compensation 336.58 0.60 Repairs and Maintenance - Others 113.07 - Utilities 251.89 - Insurance 16.24 - Rates, Taxes and Duties 15.64 - Advertisement and Business Promotion 18.56 - Communication 58.03 - Travelling, Conveyance and Car Hire Charges 155.27 - Legal and Professional Charges 62.15 0.17 Training and Recruitment Charges 130.42 - Computer and Other Equipment Hire Charges 8.26 - Printing and Stationery 15.50 - Membership and Subscription 1.30 - Discounts and Commission 40.89 - Software Expenses / Jobs-in-Progress Written Off 5.46 - Auditors' Remuneration - As Auditors 15.00 0.28 - For Other Matters 5.00 0.08 - Out-of-Pocket Expenses - - Donation - - Bank Charges and Commission 12.11 0.02 Directors' Sitting Fees 2.29 - Exchange Loss (Net) 196.67 - Loss on Sale / Scrapping of Assets - - Miscellaneous Expenses 26.42 15.68 1,486.75 16.83

SCHEDULE 'Q' INTEREST - On Lease Liability 22.11 - - Cash Credit and Other Facilities 2.23 - 24.34 -

93 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Cash flow statement for the period ended 1st April 2006 to 31st Decemb

(Rs. in Lacs) 01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006

A Cash Flow from Operating Activities:

Profit / (Loss) before tax 942.22 (16.41) Adjustments for: Depreciation/ Amortisation 583.84 Liability no longer Payable Written Back (0.88) Interest Income (21.21) Dividend Income (67.42) Interest Expense 24.34 Unrealised Foreign Exchange (Gain)/ Loss (net) 85.51 Provision for Retirement Benefits 16.93 621.11 - Operating profit / (Loss) before working capital changes 1,563.33 (16.41) Adjustments for:

Trade Receivables 156.93 - Stock in Trade/ Job in Progress 1.22 - Loans and Advances (513.43) 14.13 Trade Payables and Provisions (204.83) (4.99) Other Current Assets 334.12 - (225.99) 9.14 Operating profit / (Loss) after working capital changes 1,337.34 (7.27) Direct Taxes Paid / (Refund) 91.93 (5.11) (91.93) 5.11 Net Cash / (Used in) from Operating Activities (A) 1,245.41 (2.16)

B Cash Flow from Investing Activities:

Purchase of Fixed Assets (578.88) Finance lease (principal portion) (160.48) Investments Made (5,783.97) Investments Sold 5,630.65 Dividend Income 67.42 (825.26) - Net Cash Used in Investing Activities (B) (825.26) -

C Cash Flow from Financing Activities: Interest Expense (24.34) (24.34) - Net Cash Used in Financing Activities (C) (24.34) -

94 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Cash flow statement for the period ended 1st April 2006 to 31st Decemb

(Rs. in Lacs) 01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006

Net Increase/ (decrease) in Cash and Cash Equivalents (A+B+C) 395.82 (2.16)

Cash and Cash Equivalents as at the beginning of the year 0.95 3.11

Cash and Cash Equivalents received pursuant to Scheme of Arrangement 384.04 - (Refer Note 16 to Schedule S)

Cash and Cash Equivalents as at the end of the year 780.81 0.95

As at As at 31.12.2006 31.03.2006 Cash and Cash Equivalents comprise :

Cash on Hand 3.44 0.10 Bank Balances with Scheduled Banks in :

- Current Accounts 141.28 -

- Margin Money Accounts 31.64 0.85

- Deposit Accounts 2.66 -

- Exchange Earners' Foreign Currency Account 243.12 - Bank Balances with Non-Scheduled Banks in:

- Current Accounts 358.67 -

780.81 0.95

1. The above cash flow statement has been prepared under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statement, issued by the Institute of Chartered Accountants of India.

2. In terms of the Scheme of Arrangement and Reconstruction referred to in Note 16 on Schedule S, the net assets aggregating Rs. 49,700.06 Lacs are transferred to the Company. The demerger being a non cash transaction, the same has been appropriately considered in the above Cash Flow Statement

95 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

3. In view of the matter stated in Note 15 of Schedule R to the Accounts , the figures of the current period are not directly comparable with those of the previous period.

This is the Cash Flow Statement referred in our report of even date.

For and on behalf of the Board

Partha Ghosh Partha Sarkar K. C. Samdani Partner Chief Executive Officer Director Membership No. F - 55913 For and on behalf of Price Waterhouse Anil Harish Yagnesh Sanghrajka Chartered Accountants. Director Global Chief Financial Officer

Somnath Majumdar Senior Vice President and Head - Legal & Secretarial

Place: Mumbai Place: Mumbai Date: 21st May, 2007 Date: 21st May, 2007

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006

SCHEDULE – R Accounting Policies

1. Accounting Convention

These Accounts have been prepared under historical cost convention on accrual basis and comply with the Accounting Standards issued by the Institute of Chartered Accountants of India. Disclosures under Part I and II of Schedule VI of the Act have been made in the financial statements to the extent considered adequate.

2. Fixed Assets

Fixed assets are stated at cost of acquisition, including any cost attributable for bringing the asset to its working condition for its intended use, less accumulated depreciation.

Tangible Assets

a. Depreciation on assets for own use is provided on Straight Line Method on pro-rata basis at the rates prescribed under Schedule XIV to the Act, except for leasehold improvements, which are depreciated over the period of the lease. Assets costing less than Rs. 5,000 each are depreciated fully in the year of acquisition.

b. Assets given to employees on contractual obligations are depreciated to the extent of 50% of the value over a period of four years, at the end of which these assets are transferred to the respective employees at the residual book value.

Intangible Assets

Commercial Rights associated with business and customers are amortised over a period of five years. Computer software is amortised over a period of 4 to 5 years.

Impairment of Assets

The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction, if any, 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.

3. Valuation of Stock-in-trade

Jobs in Progress has been valued at cost/ contract value on the basis of work completion at the year-end.

SCHEDULE – R Accounting Policies

4. Valuation of Investments

Investments are carried at cost. The securities held by the Company are long-term/ strategic in nature. In the Management’s opinion, the decline, if any, in the value of these long term/ strategic investments is temporary in nature and based on overall investment strategies/ plans, no provision is considered in this respect. Where the decline in the value of these investments is permanent in nature, a provision to recognise such decline is made in the books of account.

5. Revenue Recognition

a. In respect of I.T. Division, revenue is billed to clients as per terms of specific contracts. On fixed-price contracts, revenue is recognised based on milestones achieved as specified in the contracts on the basis of work completed. Revenue from sale of licences for the use of software applications is recognised on transfer of title to the user of licence. Revenue from rendering Technical Project and other services is recognised during the period in which services are rendered.

In Claim Processing Activity, revenue is recognised based on number of resolved claims, at applicable rates.

In Call Centre Activity, revenue is recognised based on actual utilisation or minimum utilisation level specified in the agreements, whichever is higher.

b. Profits/ Losses from investment activities (including gain/ (loss) on sale of stake in subsidiaries) are recognised on the basis of trade dates/ contracts/ agreements entered with parties.

c. Interest and Dividend income is accounted on accrual basis.

d. In respect of other heads of income, the Company follows the practice of accounting of such income on accrual basis.

6. Foreign Currency Transactions

a. All foreign currency transactions are recorded at the rates prevailing on the date of transaction.

b. All foreign currency current assets and liabilities are translated at the exchange rate prevailing at the period-end and the exchange difference has been ascertained and recognised in the books of accounts.

c. Exchange differences arising on repayment/ translation of foreign currency liabilities incurred for the purpose of acquiring fixed assets are adjusted with the carrying amount of respective fixed assets.

SCHEDULE – R Accounting Policies

d. Forward exchange contracts are accounted for, by amortising the difference between the forward rate and the exchange rate on the date of the transaction over the life of the contract.

e. In respect of transactions related to foreign branches, all revenue and expense transactions during the year are reported at average rate. Monetary assets and liabilities are translated at the rate prevailing on the Balance Sheet date whereas non- monetary assets and liabilities are translated at the rate prevailing on the date of the transaction. Net gain / loss on foreign currency translation in respect of transactions of all foreign branches, which are integral to the Company, are recognised in the Profit and Loss Account.

7. Employee Benefits

(i) Defined Contribution Plan

The Company has Defined Contribution plans for post employment benefits namely Provident Fund and Superannuation Fund which are recognised by the income tax authorities and administered through trustees.

Under the Provident Fund Plan, the Company contributes to a Government administered provident fund on behalf of its employees and has no further obligation beyond making its contribution.

The Superannuation Fund applicable to certain employees, constitutes an insured benefit, which is classified as a defined contribution plan as the Company makes contributions to an insurance company and has no further obligation beyond making the payment to the insurance company.

The Company makes contributions to State plans namely Employee's State Insurance Fund and Employee's Pension Scheme 1995 and has no further obligation beyond making the payment to them.

The Company's contributions to the above funds are charged to revenue every year.

(ii) Defined Benefit Plan

The Company has a Defined Benefit plan namely Gratuity covering substantially all of its employees in India. The gratuity scheme is funded through Group Gratuity Policy with Life Insurance Corporation of India (‘LIC’). For the balance employees the scheme is unfunded. The Company also has an unfunded, non contributory pension benefit plan at certain foreign branches. The liability for the defined benefits plan of Gratuity and Pension is determined on the basis of an actuarial valuation at the period end.

SCHEDULE – R Accounting Policies

Termination benefits are recognised as an expense as and when incurred.

Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Profit and Loss Account as income or expense.

(iii) Other Employee Benefits:

The employees of the Company are entitled to leave encashment as per the leave policy of the Company. The liability in respect of leave encashment is provided, based on an actuarial valuation carried out by an independent actuary as at the period end.

8. Taxation

a. Provision for Income Tax is made after considering exemptions and deductions available under the Income Tax Act, 1961, of India and legal advice from time to time. Provisions for Income Tax in respect of overseas branches are made as per the tax laws applicable to the relevant country.

b. Deferred tax resulting from timing differences between book and tax profits is accounted for under the liability method, at the current rate of tax, to the extent that the timing differences are expected to crystallise.

9. Provisions and Contingent Liabilities

Provisions are recognised when the Company has legal and constructive obligation as a result of past event for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of obligation.

Contingent Liabilities are disclosed when the Company has possible or present obligation and it is probable that a cash flow will not be required to settle that obligation.

10. Leases

a. Leases of assets under which all the risks and benefits of ownership are substantially transferred to the lessee are classified as finance leases. Finance leases are capitalised at the estimated present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in secured loans. The interest element of the finance charge is charged to the Profit and Loss Account over the lease period. Leased assets are being depreciated over the lease period.

b. Assets acquired as leases where a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as Operating Leases. Lease rentals are charged to the Profit and Loss Account on accrual basis.

100

SCHEDULE – R Accounting Policies

11. Accounting for Employee Stock Options

Stock Options to be granted to the employees of the Company and its subsidiaries under the stock option schemes established are accounted as per the treatment prescribed by Employee Stock Option Scheme and Employee Stock Purchase Guidelines 1999 (SEBI guidelines) as amended from time to time, issued by the Securities and Exchange Board of India. According to the above guidelines, the excess of market value of the stock options as on the date of grant over the exercise price of the options, if any, is to be recognised as deferred employee compensation and is charged to the Profit and Loss Account ratably over the vesting period of the options.

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101 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

1. Capital Commitments and Contingent Liabilities (includes balances taken over pursuant to Scheme of Arrangement and Reconstruction as referred to in Note 15 below)

a) Estimated Amount of Contracts (net of capital advances) remaining to be executed on Capital Account – Rs. 1,126.01 Lacs (Previous Year Rs. Nil)

b) Contingent liabilities in respect of:

i. Bank Guarantee given by Corporation Bank in favour of the President of India, Deputy Commissioner of Customs – Rs. 0.53 Lacs (Previous Year Rs. Nil).

ii. Bank Guarantee given by IndusInd Bank in favour of the Brihanmumbai Mahanagarpalika Corporation, Octroi- Department [Mumbai Municipal Corporation] Rs. 1.25 Lacs (Previous Year Rs. Nil)

iii. Bank Guarantee given by Canara Bank in favour of the President of India, Deputy Commissioner of Customs – Rs. 115.87 Lacs (Previous Year Rs. Nil)

iv. Guarantee given by the Company for Source1 HTMT Inc., U.S.A., a subsidiary company, in regard to the sublease agreement entered into by the subsidiary Rs. 206.45 Lacs. (Previous Year Rs. Nil)

v. Indemnity Bond provided by the Company to Travelers Casualty and Surety Company of America to procure bond, for telemarketing work undertaken by Source1 HTMT Inc., a subsidiary company, to meet bonding requirement for the States of Mississippi, Louisiana and Kentucky at their face value up to an amount of Rs. 53.10 Lacs (Equivalent USD 1.20 Lacs) (Previous Year Rs. Nil)

vi. Corporate Guarantee provided by the Company in favour of Ryder System, Inc., to guarantee the payment and performance of Source1 HTMT Inc., a subsidiary company, under the Outsourcing Master Services Agreement entered between the two.

vii. Bank Guarantee given by State Bank of Mauritius Limited in favour of Mauritius Telecom Limited for indemnifying against any loss for supply of an International Private Leased Circuit (IPLC) to the Company, to the maximum extent of Rs. 9.62 Lacs (Equivalent USD 21,735) (Previous Year Rs. Nil) or any part thereof.

viii. Bank Guarantee given by State Bank of Mauritius Limited in favour of the Ministry of Labour, Mauritius – Rs. 0.40 Lacs (Equivalent MUR 0.30 Lacs) (Previous Year Rs. Nil) for expense maintenance and repartition of two employees of the company.

102 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

ix. Corporate Guarantee provided by the Company in favour of sellers of Affina LLC, USA to secure the performance of Source1 HTMT Inc (buyer entity)., a subsidiary company, of its obligations under the Unit Purchase Agreement entered into between buyer entity and sellers of Affina LLC, USA.

x. Corporate Guarantee provided by the Company in favour of Zurich Services Corporation, Schaumburg to secure the performance of Source1 HTMT Inc., a subsidiary company, under the Master Service Agreement, pursuant to which Source1 HTMT Inc. has contracted to perform certain services.

c) An irrevocable Letter of Credit for Rs. 885 Lacs (Equivalent USD 20 Lacs) (Previous Year Rs. Nil) issued towards performance of an overseas contract against charge on current and fixed assets of the Company, both present and future.

2. The Company was originally incorporated on 13th January, 1995 as Tele Video Communications India Limited. During the period, the name of the Company was changed to Hinduja Technologies Limited effective 19th June, 2006 and thereafter to HTMT Technologies Limited effective 11th July, 2006, which was subsequently changed to HTMT Global Solutions Limited effective 12th March, 2007.

3. Earnings per Equity Share (Basic and Diluted)

01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006

Profit/ (Loss) for the year after Tax (Rs. in Lacs) 987.16 (18.38) Weighted average number of equity shares for Earnings per Share Computation For Basic and Diluted Earnings per share (Nos.) 7,120,896 *250,000 Nominal Value of an equity share (Rs.) 10.00 *10.00 Earnings per share after Tax (Basic and Diluted) 13.86 (7.35) (Rs.)

* Consequent to the sub-division of equity shares during the period, the weighted average number of Equity Shares has been restated from 25,000 equity shares of Rs. 100 each to 250,000 Equity Shares of Rs. 10 each.

103 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

4. Break-Up of Deferred Tax Asset / (Liability) (Rs. in Lacs) As at As at 31.12.2006 31.03.2006 Deferred Tax Liability Depreciation on Fixed Assets 565.99 - Total Deferred Tax Liability 565.99 - Deferred Tax Asset Liabilities to be deducted for Tax purposes when 21.41 - paid Unabsorbed carry forward loss/ depreciation 93.98 - Total Deferred Tax Asset 115.39 - Net Deferred Tax Asset / (Liability) (450.60)

5. Segment Information

In accordance with Accounting Standard 17 “Segmental Reporting” issued by the Council of the Institute of Chartered Accountants of India, the Company has determined its operations as a single reportable business segment, namely Information Technology/ Information Technology Enabled Services. Hence, it has no other reportable segments. Thus the segment revenue, segment results, total carrying value of segment assets and liabilities, capital expenditure incurred to acquire the assets, the total amount of charge for depreciation are all as reflected in the financial statements as of and for the period ended 31st December, 2006.

Geographical Segments

(Rs. in Lacs) Particulars India Outside India Total

01.04.2006 01.04.2005 01.04.2006 01.04.2005 01.04.2006 01.04.2005 to to to to to to 31.12.2006 31.03.2006 31.12.2006 31.03.2006 31.12.2006 31.03.2006

Sales 1,829.72 - 5,605.07 - 7,434.79 - Revenue* Carrying 5,201.00 15.43 62,886.99 - 68,087.99 15.43 Amount of Assets# Capital 395.29 - 1,659.30 - 2,054.59 - Expenditure

* - There are no Inter Segment Revenues # - includes Strategic Investments in various I.T. subsidiaries.

104 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

6. Related Party Disclosures

IA Holding Company

Hinduja TMT Limited (upto 30th September, 2006)

IB Individual having control with relatives and associates.

Mr. Ashok P. Hinduja

II Subsidiaries of HTMT Global Solutions Limited (includes indirect subsidiaries)

1. Pacific Horizon Limited, Mauritius 2. Source1 HTMT Inc., U.S.A. 3. C-Cubed B.V., Netherlands 4. C-Cubed (Antilles) N.V., Netherlands 5. Customer Contact Centre Inc., Manila 6. HTMT Europe Limited, U.K. 7. Hinduja TMT France., France 8. Affina L.L.C ., U.S.A ( w.e.f. 10th November, 2006)

III Key Management Personnel

Mr. Partha De Sarkar (Chief Executive Officer)

IV Enterprises where common control exists

1. Hinduja TMT Limited 2. IndusInd Media & Communications Limited 3. Hinduja Group India Limited 4. Grant Investrade Limited 5. Aasia Corporation 6. Aasia Management & Consultancy Private Limited 7. Amas Mauritius Limited 8. Aasia Properties Development Limited

Note:

The parties mentioned in Note II, III and IV above are considered to be related w.e.f. 1st October, 2006 in view of the Scheme of Arrangement and Reconstruction referred to in Note 15 below.

105 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

The following details pertain to transactions carried out with the related parties in the ordinary course of business and the balances outstanding at the period-end:

(Rs. in Lacs) Nature of Transaction Parties Parties Personnel Parties Total referred to referred to referred to referred in IA and in II above in III above to in IV IB above above During the Year Rendering of Services Source1 HTMT Inc. - 3,942.50 - 3,942.50 [-] [-] [-] [-] [-] Others 3.33 3.33 [-] [-] [-] [-] [-] Total - 3,942.50 - 3.33 3,945.83 [-] [-] [-] [-] [-] Interest Income C-Cubed (Antilles) N.V. - 19.09 - - 19.09 [-] [-] [-] [-] [-] Total - 19.09 - [-] 19.09 [-] [-] [-] [-] [-] Miscellaneous Income Customer Contact Centre Inc. - 2.08 - - 2.08 [-] [-] [-] [-] [-] Total - 2.08 - - 2.08 [-] [-] [-] [-] [-] Rent IndusInd Media & Communication - - - 33.54 33.54 Limited [-] [-] [-] [-] [-] Others - - - - - [-] [-] [-] [0.60] [0.60] Total - - - 33.54 33.54 [-] [-] [-] [0.60] [0.60] Interest on Leased Assets Customer Contact Centre Inc. - 22.11 - - 22.11 [-] [-] [-] [-] [-] Total - 22.11 - - 22.11 [-] [-] [-] [-] [-] Communication Charges IndusInd Media & Communication - - - 4.02 4.02 Limited [-] [-] [-] [-] [-] Total - - - 4.02 4.02 [-] [-] [-] [-] [-]

106 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

(Rs. in Lacs) Nature of Transaction Parties Parties Personnel Parties Total referred to referred to referred to referred in IA and in II above in III above to in IV IB above above Executive Remuneration Mr. Partha De Sarkar - - 16.31 - 16.31 [-] [-] [- ] [-] [-] Total - - 16.31 - 16.31 [-] [-] [-] [-] [-] Reimbursement of expenses from other Companies Hinduja TMT Limited - - - 39.97 39.97 [-] [-] [-] [-] [-] Total - - - 39.97 39.97 [-] [-] [-] [-] [-] Reimbursement of expenses to other Companies Hinduja TMT Limited - - - 49.43 49.43 [-] [-] [-] [-] [-] Source1 HTMT Inc. - 218.30 - - 218.30 [-] [-] [-] [-] [-] Total - 218.30 - 49.43 267.73 [-] [-] [-] [-] [-] Assets acquired on finance lease Customer Contact Centre Inc. - 1,286.97 - - 1,286.97 [-] [-] [-] [-] [-] Total - 1,286.97 - - 1,286.97 [-] [-] [-] [-] [-] Period-end Balance Receivable net of payable as at the period-end Source1 HTMT Inc. - - - 1,710.61 1,710.61 [-] [-] [-] [-] [-] C-Cubed (Antilles) N.V. - 1,291.14 - - 1,291.14 [-] [-] [-] [-] [-] Hinduja TMT Limited - - - 1,845.47 1,845.47 [-] [-] [-] [-] [-] Others - 36.44 - 0.59 37.03 [-] [-] [-] [-] [-] Total - 3,038.19 - 1,846.06 4,884.25 [-] [-] [-] [-] [-]

107 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

(Rs. in Lacs) Nature of Transaction Parties Parties Personnel Parties Total referred to referred to referred to referred in IA and in II above in III above to in IV IB above above Payable net of receivable as at the period-end Customer Contact Centre Inc., - 2,147.64 - - 2,147.64 Manila [-] [-] [-] [-] [-] IndusInd Media & --- 89.97 89.97 Communications Limited. [-] [-] [-] [88.79] [88.79] Total - 2,147.64 - 89.97 2,237.61 [-] [-] [-] [88.79] [88.79] Investments Pacific Horizon Limited - 42,437.96 - - 42,437.96 [-] [-] [-] [-] [-] Total - 42,437.96 - - 42,437.96 [-] [-] [-] [-] [-]

Figures in brackets pertain to the previous year.

7. Loans and Advances in the nature of Loans to subsidiaries: (Rs. in Lacs) Name of the subsidiary As at 31.12.2006 Maximum Balance Outstanding C-Cubed (Antilles) N.V., an indirect 1,253.06 1,301.48 subsidiary Total 1,253.06 1,301.48

• Loans and Advances, in the nature of Loans to Subsidiaries as shown above are repayable on demand. • There are no loans and advances in the nature of loans to associates. • There are no other loans and advances in the nature of loans where there is no repayment schedule. • All loans and advances in the nature of loans are given on terms within the limits specified under Section 372A of The Act.

108 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

8. Details of balance with Non Scheduled Banks (Rs. in Lacs) Name of Bank As at Maximum Balance 31.12.2006 Outstanding In Current Account HSBC Bank (Canada and New York) 39.20 92.77 Chinatrust Bank, Philippines 5.79 277.65 International Exchange Bank, 48.31 323.34 Philippines Sub-total 93.30 693.76

In Deposit Account Chinatrust Bank, Philippines 265.37 279.30 Sub-total 265.37 279.30

Total 358.67 973.06

9. a) Earnings in Foreign Exchange: (Rs. in Lacs) Particulars 01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006 IT and IT enabled Services 5,605.07 -

b) Expenditure in Foreign Currency: (Rs. in Lacs) Particulars 01.04.2006 01.04.2005 to to 31.12.2006 31.03.2006 Foreign Travel (including allowances) 31.75 - Discounts and Commission 40.89 - Direct Cost 34.50 - Expenditure incurred at overseas 2,552.58 - branches

10. Quantitative Details Additional information pursuant to the provisions of paragraph 3 of Part II of Schedule to the Act:

Particulars Purchases* Sales Nos. Amount Nos. Amount (Rs. in (Rs. in Lacs) Lacs) Mutual Fund Units 57,742,290 5,776.19 56,283,186 5,630.65

* excludes units transferred from Hinduja TMT Limited, pursuant to the Scheme of Arrangement and Reconstruction referred to in Note 15 below.

109 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

11. Finance Leases The details of finance leases are as follows:

The Company (the lessee) has taken certain assets on lease at cost Rs. 1,286.97 Lacs (Previous Year Rs. Nil ) on lease from Customer Contact Centre., Manila for four years. The Company has classified these assets as assets acquired under finance lease in accordance with Accounting Standard 19 – ‘Leases’.

Minimum lease payments as at 31st December, 2006: (Rs. in Lacs) Particulars 01.04.2006 to 31.12.2006 Present Value 1,126.49 [-] Finance Charge 22.11 [-]

The minimum lease payment is payable as follows: (Rs. in Lacs) Particulars Minimum Future Lease Rentals Due within Due later than one Due after five one year year and not later years than five years Present Value 559.19 567.30 - [-] [-] [-] Finance 61.62 32.16 - Charges [-] [-] [-] Total 620.81 599.46 - [-] [-] [-]

Figures in brackets pertain to the previous year.

12. Operating Leases

The details of operating leases are as follows: (Rs. in Lacs) Particulars Minimum Future Lease Rentals Amount recognised Due within Due later than Due after five during the one year one year and not years year later than five years Office 908.55 2,404.70 799.55 256.65 Premises [-] [-] [-] [-]

Figures in brackets pertain to the previous year. The operating lease arrangement relating to office premises extend up to a maximum of ten years from the respective dates of inception and are renewable on mutual consent. In

110 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

addition, the Company has entered into various cancellable leasing arrangements for office and residential premises and towards which an amount of Rs. 79.93 Lacs (Previous Year Rs. 0.60 Lacs) has been recognised in the Profit and Loss Account.

13. Provisions for contingencies

The Company has recognised Provision for Contingencies towards possible obligation that may arise in future for past agreements entered into with parties with respect to investments. Actual disbursals will be determined on finalisation of interpretations of certain clauses of the said agreements.

14. a) As identified by the Management, the Company had no outstanding dues to small-scale industrial undertakings as at 31st December, 2006. (Previous Year Rs. Nil).

b) There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days at the balance sheet date. The Micro, Small and Medium Enterprises have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

15. Pursuant to the Scheme of Arrangement and Reconstruction for demerger of IT/ ITES business between the Company, Hinduja TMT Limited and their respective shareholders and creditors, as approved by the Shareholders of Hinduja TMT Limited at their meeting held on 4th December, 2006 and subsequently sanctioned by Honourable High Court of Bombay effective 7th March, 2007, the assets and liabilities (including capital commitments and contingent liabilities) pertaining to IT/ ITES business were transferred to and vested in the Company w.e.f 1st October, 2006. Accordingly, such assets and liabilities have been taken over at their book values and General Reserve is credited to the extent of the excess of net assets taken over the face value of new equity shares issued. Pursuant to the aforesaid Scheme, the Board of Directors at their meeting held on 10th April, 2007 allotted equity shares of Rs. 10 each to the Shareholders of Hinduja TMT Limited in ratio of 1 equity share of Rs. 10 each of the Company against 2 equity shares of Rs. 10 each held in Hinduja TMT Limited. The face value of new equity shares aggregates to Rs. 2,053.80 lacs, which is disclosed under Schedule A2 – Share Capital Suspense pending allotment as at 31st December, 2006. Further, in the terms of the aforesaid Scheme, the existing equity shares of Rs. 10 each aggregating Rs. 25 Lacs held by Hinduja TMT Limited and its nominees will be cancelled on allotment of new equity shares in the Company. On cancellation of such equity shares, the amount will be credited to General Reserve.

Assets and Liabilities taken over by the Company are as follows

(Rs. in Lacs) Fixed Assets (including Capital Work-in- 9,149.26 Progress) Investments 45,266.77 Net Current Assets (4,715.97) Net Worth* 49,700.06

111 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

16. The Company has during the period adopted Accounting Standard 15 (revised 2005) ‘Employee Benefits’.

The Company has classified the various benefits provided to employees as under:-

I Defined Contribution Plan

a. Provident Fund b. Superannuation Fund c. State Defined Contribution Plans i. Employers' Contribution to Employee's State Insurance ii. Employers' Contribution to Employee's Pension Scheme 1995.

During the period, the Company has recognised the following amounts in the Profit and Loss Account -

(Rs. in lacs) - Employers' Contribution to Provident Fund [Includes EDLI charges and Employers' Contribution to Employee's Pension Scheme 1995] 65.40 - Employers' Contribution to Employee's State Insurance 38.32 - Employers' Contribution to Other Employee's Benefit Scheme 53.15 * Included in Contribution to provident and other funds (Refer Schedule ‘O’)

II Defined Benefit Plan

Gratuity and Pension Plan In accordance with Accounting Standard 15 (Revised 2005), actuarial valuation was done in respect of the aforesaid defined benefit plan of gratuity and pension based on the following assumptions: - Discount Rate (per annum) 8% 4%- Rate of increase in Compensation levels 7% Rate of Return on Plan Assets 8%

112 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

A) Changes in the Present Value of Obligation (Rs. in lacs) Funded Non Funded Present Value of Obligation as at 1st April, 2006 - - Taken over pursuant to the Scheme of Arrangement 76.96 223.88 and Reconstruction referred to in Note 15 above. Interest Cost 1.89 5.80 Past Service Cost - - Current Service Cost 11.14 48.41 Curtailment Cost / (Credit) - - Settlement Cost / (Credit) - - Benefits Paid (5.67) - Actuarial (gain) / loss on obligations (3.60) - Present Value of Obligation as at 31st December, 80.72 2006 278.09

B) Changes in the Fair value of Plan Assets (Rs. in lacs) Present Value of Plan Assets at the April 1, 2006 - Taken over pursuant to the Scheme of Arrangement and Reconstruction referred to in Note 15 above. 154.51 Expected Return on Plan Assets 3.31 Actuarial Gains and Losses (3.31) Contributions - Benefits Paid (5.67) Fair Value of Plan Assets at 31st December, 2006 148.84

C) Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at 31st December, 2006

The Plan Assets are administered by Life Insurance Corporation of India (‘LIC’) as per Investment Pattern stipulated for Pension and Group Schemes Fund by Insurance Regulatory and Development Authority regulations.

D) Reconciliation of Present Value of Defined Benefit Obligation and the Fair value of Assets (Rs. in lacs) Present Value of funded Obligation as at 31st December, 2006 80.72 Fair Value of Plan Assets as at 31st December, 2006 148.84 Funded Status 148.84 Present Value of unfunded Obligation as at 31st December, 2006 264.92 Unrecognised Actuarial (gains) / losses - Unfunded Net Asset / (Liability) Recognised in Balance Sheet** (264.92) ** Included in Retirement Benefits (Refer Schedule ‘L’)

113 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

E) Amount recognised in the Balance Sheet (Rs. in lacs) Present Value of Obligation as at 31st December, 2006 80.72 Fair Value of Plan Assets as at 31st December, 2006 148.84 Asset/(Liability) recognised in the Balance Sheet*** 68.12 *** Included in Advances Recoverable in Cash or in Kind or for value to be Received (Refer Schedule ‘J’)

F) Expenses recognised in the Profit and Loss Account (Rs. in lacs) Current Service Cost 59.55 Past Service Cost - Interest Cost 7.69 Expected Return on Plan Assets (3.31) Curtailment Cost / (Credit) - Settlement Cost / (Credit) - Net actuarial (gain) / loss recognised in the period (0.29) Total Expenses recognised in the Profit and Loss 63.64 Account**** **** Included in Employee Cost (Refer Schedule ‘O’)

17. Pursuant to the Scheme of Arrangement and Reconstruction as referred to in Note 15 above, being effective 7th March, 2007, the stock options granted and not vested/ exercised to/by the employees of Hinduja TMT Limited and transferred to the Company have lapsed. In accordance with the Compensatory Employees Stock Option Plan, 2006 as approved by the Shareholders of the Company at their Extra Ordinary General Meeting held on August 31, 2006 and pursuant to the aforesaid Scheme of Arrangement and Reconstruction, 308,860 lapsed options are deemed to have been granted to employees transferred to the Company.

18. Provision for Income – Tax for the current year has been made after taking into account benefit available under Section 10A of the Income Tax Act, 1961, of India, in respect of business process outsourcing and call centre activities carried out by the Company. The Company has maintained separate books of account for the aforesaid activities.

114 HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited] Schedules forming part of the Balance Sheet as at 31st December 2006 and the Profit and Loss Account for the period 1st April 2006 to 31st December 2006.

SCHEDULE – S Notes to Accounts

19. Previous financial year accounts are for the financial year ended 31st March, 2006. In view of Scheme of Arrangement and Reconstruction referred to in Note 15 above, the figures of the current period are not comparable with those of the previous period.

20. Previous Year’s figures have been regrouped/ rearranged, wherever considered necessary.

The Schedules A to S and Annexure A referred to above form an integral part of the Accounts.

For and on behalf of the Board

Partha Ghosh Partha Sarkar K. C. Samdani Partner Chief Executive Officer Director Membership No. F– 55913 For and on behalf of Price Waterhouse Chartered Accountants Anil Harish Yagnesh Sanghrajka Director Global Chief Financial Officer

Somnath Majumdar Senior Vice President and Head – Legal & Secretarial

Place: Mumbai Place: Mumbai Date : 21st May, 2007 Date : 21st May, 2007

115

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited]

ANNEXURE 'A' INVESTMENTS (Long Term) (Rs. in Lacs) Sr. Scrip Face Value As at 31.12.2006 As at 31.03.2006 No. Per Share Quantity Amount Quantity Amount Rs. Nos. Nos.

INVESTMENT IN SUBSIDIARY I (Unquoted)

Pacific Horizon Limited, Mauritius USD 1 32,514,228 42,437.96 - -

TOTAL INVESTMENTS IN 42,437.96 SUBSIDIARY (A)

OTHER UNQUOTED INVESTMENTS II (AT COST)

(a) EQUITY SHARES:

IndusInd Information Technologies 10 400,000 40.00 - - Limited

(b) MUTUAL FUNDS

I.D.B.I.-Principal Floating Rate Fund 10 10,218,072 1,022.12 - - (Fixed Maturity Plan - Dividend Reinvestment) (N.A.V. Rs. 10.0031 per unit) I.D.B.I.-Principal Cash Management Fund 10 4,521,662 452.20 - - (Liquid Option) (N.A.V. Rs. 10.0007 per unit) I.D.B.I.-Principal Floating Rate Fund 10 15,000,000 1,500.00 - - (Fixed Maturity Plan - Dividend Payout) (N.A.V. Rs. 10.00 per unit)

Total (B) 3,014.32

TOTAL VALUE OF UNQUOTED 45,452.28 INVESTMENTS (A+B)

117 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

HTMT GLOBAL SOLUTIONS LIMITED [formerly HTMT Technologies Limited]

ANNEXURE ‘B’ Additional information pursuant to Part IV of Schedule VI to The Act

Balance Sheet Abstract and Company’s General Business Profile:

I Registration Details

Registration No. U92199MH1995PLC084610 State Code. 1 1

Balance Sheet Date 31 12 06

II Capital raised during the period (Amount in Rs. Thousands)

Public Issue Rights Issue NIL NIL

Bonus Issue Private Placement N IL N IL

III Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities Total Assets 5217490 5217490

Sources of Funds Paid-Up Capital Reserves and Surplus 2500 4851901

Secured Loans Unsecured Loans 112 649 NIL

Application of Funds Net Fixed Assets Investments 1043239 4545228

Net Current Liability Miscellaneous Expenditure 370977 NIL

Accumulated Losses Deferred Tax Liability NIL 45060

IV Performance of Company (Amount in Rs. Thousands) Total Income Total Expenditure 753324 659102

( Please tick appropriate box + for Profit, - for Loss ) + - Profit/Loss Before Tax + - Profit/Loss After Tax √ 94222 √ 98716

( Please tick appropriate box + for positive, - for negative ) +- Earning per Share in Rs. Dividend Rate % √ 13.86 NIL

V Generic Names of Three Principal Products/Services of the Company (as per monetary terms)

Item Code No. (ITC Code) Product Description NOT AP P L I CAB L E SOFTWAR E DEV ELOPMENT IT ENABLED SER V ICES

For and on behalf of the Board

Partha Sarkar Yagnesh Sanghrajka Somnath Majumdar Anil Harish K. C. Samdani Chief Executive Officer Global Chief Financial Senior Vice President and Director Director Officer Head - Legal & Secretarial

Mumbai Date: 21st May, 2007

122 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Financial and other Information of Group Companies:

Hinduja TMT Limited:

Date of Incorporation : 18th July 1985 Registration Number: L51900MH1985PLC036896 Registration with: Registrar of Companies Maharashtra, Mumbai Nature of Activities: Holding Company of media and other Business

Consolidated (Rs in lakhs)

Year Paid- Reserves Sales Profit EPS Book Eqity after Tax (Rs.) Value Capital per Share (Rs) 2003-2004 4090.39 29541.96 28534.74 6615.70 20.57 82.22 2004-2005 4090.39 49257.69 61383.99 26473.18 56.54 130.42 2005-2006 4090.39 52314.90 46988.94 2723.17 6.37 137.90

Board of Directors:

Mr. A.P.Hinduja Executive Chairman Mr. R.P.Hinduja Co-Chairman Mr. D.G. Hinduja Mr. Anil Harish Mr. H.C.Asher Mr. R.P.Chitale Ms Vinoo Hinduja (Alternate Director to Mr. R.P.Hinduja) Mr. Ravi Mansukhani Alternate Director to Mr. D.G.Hinduja.

IndusInd Media & Communications Limited:

Date of Incorporation : 23rd February 1995 Registration Number: U92132MH1995PTC085835 Registration with: Registrar of Companies Maharashtra, Mumbai Nature of Activities: Digital media distribution, Broadband Internet, Cable Movie and Home Shopping Channels, Financing content production & Content Aggregation.

(Rs in lakhs)

Year Paid Reserves Sales Profit EPS Book Capital after Tax (Rs.) Value per Share (Rs) 2003-04 19079.78 11344.29 10572.24 (414.13) (2.42) 14.44 2004-05 19079.78 11344.29 8887.16 (6508.41) (13.09) 2.93 2005-06 13771.84 16612.23 13781.57 (386.44) (0.68) 2.12

118 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Board of Directors:

Mr. A.K.Das (Chairman) Mr. Ravi Mansukhani Mr.Ashok Mansukhani Mr. K.C. Samdani Mr.Sanjeev R.Pandit Brig.. T. M. Sridharan Mr. R.P.Chitale.

Grant Investrade Limited:

Date of Incorporation : 18th March 1997 Registration Number: U67120MH1997PLC106676 Registration with: Registrar of Companies Maharashtra, Mumbai Nature of Activities: Special Purpose Vehicle-Investment Company

(Rs in lakhs)

Year Paid- Reserves Sales Profit EPS Book Eqity after (Rs.) Value Capital Tax per Share (Rs) 2003-2004 415.49 21757.91 0.99 (0.75) (0.02) 533.56 2004-2005 415.49 21757.91 0.89 (0.98) (0.02) 533.54 2005-2006 415.49 21757.91 0.93 (0.94) (0.02) 533.51

Board of Directors:

Mr. A.K.Das Mr. H.C.Asher Mr. Ashok Mansukhani Mr. Ravi Mansukhani

119 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

XIV OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

The Scheme provides that upon the coming into effect of the Scheme, all legal, taxation or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Demerger Appointed Date or which may be instituted any time in the future and in each case relating to the Demerged Undertaking shall be continued and enforced by or against the Resulting Company after the Effective Date. The Resulting Company shall be added as party to such proceedings and shall prosecute or defend such proceedings in co-operation with the Demerged Company (or any successor thereof).

The Scheme further provides that if proceedings are taken against the Demerged Company (or any successor thereof) in respect of the matters referred to above, it shall defend the same in accordance with the advice of the Resulting Company and at the cost of the Resulting Company, and the latter shall reimburse and indemnify the Demerged Company (or any successor thereof) against all liabilities and obligations incurred by the Demerged Company (or any successor thereof) in respect thereof.

The Scheme also provides that the Resulting Company undertakes to have all legal, taxation or other proceedings initiated by or against the Demerged Company (or any successor thereof) referred to above transferred into its name and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company (or any successor thereof).

Save as stated herein, there are no outstanding or pending material litigation, suits, criminal or civil prosecution, proceedings initiated for any offence (irrespective of whether specified in paragraph (I) of Part I of Schedule XIII of the Companies Act, 1956) or litigation for tax liabilities against the Company, its promoters, directors, group companies and there are no material defaults, non payments or overdue or statutory dues, institutional or bank dues or dues towards holders of debentures, bonds and fixed deposits.

Litigation against the Company:

• Two suits have been filed against the Company as follows: bearing no. O.S.9453/06 (filed by M/s Trade Agencies before the 17th Assistant City Civil Court, Chennai) and no.O.S. 9456/06 (filed by M/s Prashanth Enterprises before the 2nd Assistant City Civil Court, Chennai) claiming an amount of Rs. 1.25 lakhs and Rs.36000/- respectively on account of alleged damage to certain office furniture taken on hire. An order of attachment on the Company’s moveables was made in the first suit, which is under appeal and the application for an attachment order was dismissed in the second suit.

• The Regional Provident Fund commissioner, New Delhi passed an order demanding Rs. 12.53 lakhs under Section 14-B of the Provident Fund Act. The Company has deposited 50% of the demand and filed an appeal before the Hon’ble Employee Provident Fund Appellate Tribunal, New Delhi for the setting aside of the order.

• An ex-employee has filed a case for regularization of employment against the Company’s branch in Manila, before the National Labour Relations Commission, bearing case no. 00-02-01632-07, which is being contested.

120 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Litigation against the Directors of the Company:

• The Maharashtra Media Employees Union has filed Complaint No. (ULP) 221 & 268 of 2005 before the Industrial Court at Mumbai against a group company IndusInd Network Entertainment Limited and Others including Mr. R.P. Hinduja as Co- Chairman of Hinduja TMT Limited, praying for directions to restrain the respondent from laying off certain employees and from declaring a closure or lock out, alleging unfair labour practices. Mr. R.P. Hinduja is a Director and the Chairman of HTMT Global Solutions Limited An appeal has been filed before the Division Bench of the High Court of Bombay, praying for deletion of Mr. R.P. Hinduja’s name from the proceedings, since there is no employer-employee relationship between Mr. R.P. Hinduja or the company of which he is the Co-Chairman, and the complainant employees.

• An ex-employee has filed Complaint No. (ULP) 333 of 2002 and Application No. 225 of 2002 before the Second Labour Court at Mumbai against a group company IndusInd Network Entertainment Limited and Others including Mr. R.P. Hinduja as Co- Chairman of Hinduja TMT Limited, praying for quashing of termination letter dated 31st May 2002, reinstatement with full back wages and with continuity of services, with effect from the said date and compensation of Rs. 3.85 lakhs. Mr. R.P. Hinduja is a Director and the Chairman of HTMT Global Solutions Limited. The complaint has been dismissed.

• Two show-cause notices notices bearing reference F. no. 23/79/2005-DZU/HL/4555 dated 23rd August 2006 and F.No. 23/79/2005 –DZU/VKTT/4619 dated 24th August 2006 have been issued by the Directorate of Revenue Intelligence (DRI) against Mr. Som Mandal (an independent Director of the Company). The facts of the matter are as follows: DRI has alleged that two cars that were imported by one Mr. S. Bhandari, proprietor of History Logistic and V. K. Tours & Travels under EPCG Scheme by availing concessional rate of Customs duty, were sold to Mr. Mandal, thereby causing loss to the revenue. Mr. Mandal has opposed these show cause notices stating that one of the cars had been leased to him for a certain and had been returned much before the notices were issued. The other car was with Mr. Mandal for a brief period but was returned before the notices were issued as Mr. Bhandari didn't give all the custom papers. None of the cars in any case were ever transferred in Mr. Mandal’s name. The main accused namely Mr. Bhandari has filed a Settlement Application Under Section 127-B of Customs Act, 1962 before the Customs and Central Excise Settlement Commission, Delhi wherein he has admitted the duty liability and hence has claimed immunity from prosecution and penalty. Mr. Mandal has moved the Settlement Commission as a Co-Applicant stating that since the main accused has admitted liability for payment of duty, the show cause against Mr. Mandal should be dropped.

Litigation against the promoters:

• The Maharashtra Media Employees Union has filed Complaint No. (ULP) 221 & 268 of 2005 before the Industrial Court at Mumbai against group company IndusInd Network Entertainment Limited (now merged into group company IndusInd Media and Communications Limited) and Others including Mr. A.P. Hinduja as Chairman of Hinduja TMT Limited, praying for directions to restrain the respondent from laying off certain employees and from declaring a closure or lock out, alleging unfair labour practices. Mr. A.P. Hinduja is one of the promoters of HTMT Global Solutions Limited An appeal has been filed before the Division Bench of the High Court of Bombay,

122 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

praying for deletion of Mr. A.P. Hinduja’s name from the proceedings, since there is no employer-employee relationship between Mr. A.P. Hinduja or the company of which he is the Chairman, and the complainant employees.

• An ex-employee has filed Complaint No. (ULP) 333 of 2002 and Application No. 225 of 2002 before the Second Labour Court at Mumbai against group company IndusInd Network Entertainment Limited (now merged into group company IndusInd Media and Communications Limited) and Others including Mr. A.P. Hinduja as Chairman of Hinduja TMT Limited, praying for quashing of termination letter dated 31st May 2002, reinstatement with full back wages and with continuity of services, with effect from the said date and compensation of Rs. 3.85 lakhs. Mr. A.P. Hinduja is one of the promoters of HTMT Global Solutions Limited. The complaint has been dismissed.

Litigation against the companies promoted by the promoters of the Company and companies under the same management:

Hinduja TMT Limited:

• A summary suit bearing number 2550 of 2004 was filed against Hinduja TMT Limited, a company promoted by the promoters of the Company and under the same management, by Niskalp Investments and Trading Company Limited in the High Court of Bombay. The plaintiff filed a summons for judgement for recovering a sum of Rs. 8.67 crores plus interest for alleged breach of a contract to purchase certain shares. The summons for judgement was dismissed and the company was granted unconditional leave to defend the suit and the suit was transferred to the list of commercial causes. The plaintiff filed a Special Leave Petition in the Supreme Court against the order of the High Court. The Hon’ble Supreme Court disposed of the SLP with a direction that the High Court should dispose of the suit expeditiously. The suit is being contested.

• Hinduja TMT Limited, a company promoted by the promoters of the Company and under the same management, has been named as a respondent in a complaint filed by the Maharashtra Media Employees Union before the Industrial Court at Mumbai bearing Complaint No. (ULP) 221 & 268 of 2005 against group company IndusInd Network Entertainment Limited (now merged into group company IndusInd Media and Communications Limited) and Others praying for directions to restrain the respondent from laying off certain employees and from declaring a closure or lock out, alleging unfair labour practices praying for directions to restrain the respondent from laying off certain employees and from declaring a closure or lock out, alleging unfair labour practices. An appeal has been filed before the Division Bench of the High Court of Bombay, praying for deletion of the company’s name from the proceedings, since there is no employer-employee relationship between the company and the complainant employees.

• Hinduja TMT Limited, a company promoted by the promoters of the Company and under the same management, has been named as a respondent in Complaint no. (ULP) 333 of 2002 and Application No. 225 of 2002 filed before the Second Labour Court at Mumbai against group company IndusInd Network Entertainment Limited (now merged into group company IndusInd Media and Communications Limited) and Others praying for quashing of termination letter dated 31st May 2002, reinstatement with full back wages and with continuity of services, with effect from the said date and compensation of Rs. 3.85 lakhs. The complaint has been dismissed.

122 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

• Disputed Income Tax matters pertaining to various assessment years from Assessment Year 1994-95 till Assessment Year 2004-05 contested till 30th April 2007 at various appellate levels amounting to Rs. 6,319.92 lacs (tax impact Rs. 2451.71 lacs)

Litigation against subsidiaries of the Company and group companies:

Subsidiaries:

• An ex-employee of Hinduja TMT France (a subsidiary), who had resigned from the company’s services in 2003 filed a claim of Euros 241000 against the company alleging wrongful dismissal. The labour court granted a claim of euros 89000 while rejecting the balance claim. The company has filed an appeal against the labour court judgment.

• An ex-employee filed a complaint for illegal dismissal against Customer Contact Center Inc., Manila, a subsidiary, before the National Labour Relations Commission, Second Division, bearing case no. NLRC NCR Case No. 0499436-06 (NCR-00-05- 04718-05), which was dismissed by the Labour Arbiter. The ex-employee has filed an appeal against the judgement before the Second Division of the NLRC.

• An ex-employee filed a complaint for illegal dismissal against Customer Contact Center Inc., Manila, a subsidiary, before the National Labour Relations Commission, First Division, bearing case no. NLRC NCR Case No. 0499232-06 (NCR-01-00421- 05). The Labour Arbiter has ordered the company to pay approximately PhP 200000 plus back wages. The company has filed an appeal against the judgement, before the First Division of the NLRC.

• An ex-employee filed a complaint for constructive dismissal against Customer Contact Center Inc., Manila, a subsidiary, before the National Labour Relations Commission, Third Division, bearing case no. NLRC NCR Case No. 0499244-06(7) (NCR-00-08- 06908-05). The Labour Arbiter has ordered the company to pay approximately PhP 200000 plus back wages. The company has filed an appeal against the judgement, before the Court of Appeals.

• An ex-employee filed a complaint in the Regional Trial Court, City of Makati, Philippines, against Lopez Group of Companies and others, alleging illegal dismissal and non payment of certain dues. Customer Contact Center Inc., Manila, a subsidiary, has been named as a defendant. The complaint relates to certain actions allegedly taken by the Lopez Group, prior to Customer Contact Center Inc. becoming a subsidiary of the Company.

Group companies:

IndusInd Media & Communications Ltd (“IMCL”)

• Cases pertaining to films – injunction against copyright violation.

IMCL is named as one of the respondents in the following cases filed against certain parties (respondents), whereby the respective Plaintiff(s) has (have) sought to restrain the respondents from broadcasting / telecasting the suit movie(s) as indicated.

Case Forum Name of the Plaintiff Suit Movie Reference /

123 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Suit No. 3077 of 1988 High Court of Sai Paranjape Films Disha Bombay Pvt. Ltd 3531 of 1988 High Court of Pan India Paryatan 1) Need Hamari and Tumari Bombay Ltd. & Anr. (2) Ghar Ka Chirag (3) Yadav Ki Zangeer (4) Imitah. 3149 of 1995 High Court of Maruti International Raja Bombay and Shemaroo Video 3260 of 1998 High Court of Yash Johar Duplicate Bombay 1373 of High Court of Ultra Movie Channel Details as per Annexure-I. 1999, Appeal Bombay Pvt. Ltd. No. 958 of 1999. 5983 of 1999 High Court of Sawan Kumar Tak Soutan Notice of Bombay Motion 3339 of 1999. 2101 of 1996 High Court of Ultra Movie Channel. Details as per Annexure-II. in Notice of Bombay Motion, 2078 of 1996 in Appeal No.519 of 1999. 4804 of 2000 High Court of Mr. Rajiv Suri Manzil and Parwana. Bombay 3354 (L) of High Court of Vijay Ramdas Galani Ajnabee. 2001 Bombay (Film Folks) 2351 of 2001 High Court of Ganesh Films (Mr. Details as per Annexure – III Bombay Nambi Rajan) . 2171 of High Court of Sushil Kumar Chota Sa Ghar. 1996, Notice Bombay Agarwal (Ultra Movie) of Motion, 2077 of 1996, Appeal No.572 of 1999. 2412 of 2001 High Court of Mirabai Films Pvt. Monsoon Wedding Bombay Ltd. 3172 of 2002 High Court of Manjitmaan – Prop – Zindagi Khoobsurat Hai Bombay Sai Productions 1268 / 2003 High Court of Pravin Shah The Hero Bombay 1171 of 2001 High Court of Prakash Verma Bansi Birju Bombay 1132 of 2002 Delhi High Dream Productions Bend It Like Beckham, its Court dubbed version Football Shootball Hai Rabba, Jajantaram Mamantaram & Agnivarsha. 1006 of 1998 Delhi High Tips Films Private Jab Pyar Kisi Se Hota Hai. Court Limited 372 of 1999 Delhi High Tips Films Private Kacche Dhagge.

124 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Court Limited 851 of 1998 Delhi High Vinod Chopra Kareeb Court 488 of 2000 Delhi High Gordhan Tanwani Dulhan Hum Le Jayenge. Court 1006 of 2000 Delhi High Tips Films Pvt. Ltd. Kya Kehna Court 2590 / 1999 Delhi High Mr. Rahul Sughand Khoobsurat Court 2398 / 2000 Delhi High Mr. Vinod Chopra Mission Kashmir Court 1081 / 1999 Delhi High Mr. Vasu Baghnani Biwi No.1. Court 190 / 2000 Delhi High Mr. Surinder Kapoor Pukar Court 1739 / 2000 Delhi High Gini Arts Deewane Court 818 / 2000 Delhi High Nitin Manmohan Chal Mere Bhai Court 1315 of 2001 Delhi High Super Cassettes Ind. Tum Bin Court Ltd. 1176 of 2001 Delhi High Aamirkhan Lagaan Court Production. Pvt. Ltd. 1336 of 2001 Delhi High A.B.C. Corpn. Ltd. AKS Court 2144 of 2001 Delhi High Arc Light and Films Ashoka Court Pvt. Ltd. & Ors. To be Delhi High Sunny Super Sounds Indian numbered Court Ltd. 2372 of 2001 Delhi High Ashok Mehta Visuals Moksha Court Pvt. Ltd. 1561 of 2001 Delhi High Deepak Shivdasani & Yeh Raste Hai Pyar Ke Court Ors. 1538 of 2001 Delhi High Excel Entertainment Dil Chahata Hai Court Pvt. Ltd. 1841 of 2001 Delhi High Sri Surya Movies Nayak Court 1776 of 2001 Delhi High Santoshi Productions Lajja Court 629 of 2002 Delhi High I Dreams Productions 16 December Court 46 / 03 Delhi High Super Cassette Aap Ko Pehle Bhi Kahin Court Industries Ltd. Dekha Hai. 1420 of 1999 Delhi High Columbia Pictures Great Expectation Court Inc. & Ors. (OS) 593 / Delhi High I Dream Prodcutions Naina 05 Court

Annexure-I

Aaj Ka Romeo, Aapo Jadro, After School, Ajanbi Saaya, Akhand Chudlo, Alakhne Otle, Allah Meherban To Gadha Pehelwan, Anari, Andaz Tera Mastana, Angel the Search, Apna Desh, Asha, Baap Diaro, Badla, Badaltey Rishtey, Bagula Bhagat, Banarasi Babu, Bandagi, Bal Krishna Leela, Bhagat Gora Kumbhar, Bhagat Pepaji, Blast Fighter, Bye

125 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Bye Bay, Chaine Girls, Charotar Ni Champa, Chhaila, Chor Machaye Shor, Cocaine Wars, Daughter of the Jungle, Death Wish V, Deewana Hoon Pagal Nahin, Devata, Dharti Na Jhoroo, Dhola Maru, Dholi, Dhuen Ki Lakkar, Dilli Ka Sheikhchilli, Dirty Love, Do Anjane, Do Dil Diwane, Dost Magarmach, Ek Arman Mera B/W, Ek Gaon Ki Kahani COLOUR, Ek Ladki Saat Ladke, Ek Numbar Ka Chor, Ek Phool Char Kante, Ek Tha Raja, Eknath Video Patrika (3 Episodes), Enemy Gold, Faasle, Fakira, Farishta Ya Qatil, Farrari, Farz Ki Jang, Fateh, Footpath Ni Rani, Gai Aur Gauri, Gajab Tamasha, Galioyon Ka Badshah, Game, Ganga Abad Rakhion Sajanva Ke, Ganga Aur Gauri, Ganga Maiya Tohar Kiriya, Ganga Mange Khoon, Gangapurni Ganga, Ganga Sati, Ganga Tera Pani Amrit, Ganga Tere Desh Mein, Garibon Ka Data, Garvi Naar Gujrathi, Garvo Garsiya, Geet Gaya Patharonne, Geet Milan Ke Gaate Rahenge, Gentleman, Ghanchakar, Ghanoor, Ghar, Ghar Grahasti, Ghar Jamai, Ghar Ka Kanoon, Ghatak, Ghazab, Ghunghat, Gulam Begum Badshah, Gumnaam, Haar Jeet, Haque Ke Ladai (Bhoj), Hastmelap, Hero No.1, Hot Blood, Hundra, Jaal Saaz, Jagadas Jhuma Ghar, Jai Bhadrakali, Jai Mahalakshi Maa, Jail Khana, Janam Janamna Sathi (Guj), Janwar Aur Insan, Jathro Bhabho, Jawan Muhabat, Jeb Katari, Jogidas Khuman, Kapro Zaveri (G), Kasauti, Kesar Chandan, Khama Mara Lal, Khama Mara Vira, Khandan, Kholano Khundar, Kidnapper, Kill Boats, Killing Machine, Kul Kusambo Ni Kanya, Lady Doctor, Lady Dragon, Lady Dynamite, Lady Kick Boxer, Lakha, Lakho Loyan, Live Girls, Loafer, Love, Love Around the Corner, Love Games, Lovers Nights, Maa, Maalik, Maan Apaman, Mafia-Raaj, Magnificient Bodyguard, Maha Yudh, Mahri Nandi No Vir, Mamta Ki Saugandh, Maniyaro, Man Mandir, Maun, Mere Garib Nawaz, Mehulo Lohar, Mere Sartaz, Meri Jung, Meru Mulande, Mountain of Cannibal God, Nai Roshani, Namal Haram, Naseebdar, Naya Daur, Night Fire, Night Killer, Nirnayak, Ooperwala Jane, Paras, Parde Ke Peeche, Phir Wahi Raat, Pocketmaar, Police Station, Prem Granth, Pyar Hi Pyar, Putra Vadhu, Raja, Raja Hindustani, Rajputani, Rakh Na Ramakda, Rakhawala, Rangili Gujratan, Rano Kunwar, Reti Na Ratan, S.A.S. Terminator, Saazish, Sacho Sukh Sasariyama, Sanja Doli Leke Aana, Samaya Varte Savdhan, Sant Gora Kumbhar, Sant Tulsidas, Sargam, Sas Bhi Kabhi Bahu Thi, Sati Jasmo Oodhan, Scream & Die, Secrets, Seduction, Sewak, Shatranj, Shaukeen, Shree Krishna Sharnam, Silk, Sonba Aane Roopba, Sultan-E-Hind, Suraj Aur Chanda, Sweet Dreams, Sword of the Barbarian, tamere Champa Ne Amekel, Teenage Dreams, Temptation, Throne of Fire, Thunder, Tigerman, To Sleep with Vampire, Too Hot To Handle, Top Secret, Treasure of Four Crowns, Tumsa Nahi Dekha B/W, Uljan, Vat Vachan Ne Vir, Vasana, Via Viramgaon, Visamo, Waris, Wheels of Fire, Who Kaun Thi, Yaar Mera, Yash, Yeh Raath Phir Na Aayegi, Yeh Aashiqui Meri, Young Lady Chatterley, Ziddi, Zinda Dil

Annexure-II

15th August, 36th FilmFare Awards Night, Aag Lagaa Do Sawwan Ko, Aahottee, Aai Mala Shana Kar (Marathi), Aaj, Aaj Ka Arjun, Askhri Kasam, Aangan B/W, Aao Pyar kare, Aarti (B&W), Aashapura Math Ni Chunaria (G), Ab Meri Bari,Abi Hayat (B&W), Abbiman (B&W), Abode, Actress, Agent Vinod, Agnee, Agneepath, Agreement, Ahankar, Ajooba Kudrat Ka, Akhri Gulam, Alibaba Marjina, Aliya Bhogasi (Marathi), Amar Bhopali, Ambi Jato Akoceya, Anand Mate B/W, Anarkali B/W, Andaz Apna Apna, Andeera, Andolan, Angaar, Angraksha, Anjaam, Anjali, Ankhiyon Ke Jharokhon Se, Anmol, Anmol Tasveer, Anokha Andaz, Anokha Aspatal, Aanolkhi,Apna Dess,Apna Desh Pareye Log, Aram Haram Aahe, Arjun, Around the World, Ashi Hi Banwa Banwi,Asla Navra Nako Ga Bai, Asli Naqli (B&W), Aurat (B&W), Avinash, Awaaz De Kahan Hai, Awghachi Sansar, Azad Desh Ke Gulam,Baap Beti, Baap Numbari Beta Dusnambari, Baat Hai Pyar Ki,Baazi, Baba Ramdev, Babaramdev Bhajan Wala, Baba Ramdev Peer, Babar,Babul, Badai, Bade Sarkar B/W,Badi Bahen, Badnaam, Badnam, Baghi (B&W), Baharon Ki Manzil, Bahut Din Huwe (B&W), Bai Chali Sasariye, Bai Ra Bhag, Bai Saba Jatan Karo, Bajrang Bali, Bal Shivaji, Balache Baap Brahmachari, Balam Pardesia, Balmaa, Balram Shrikrishna, Banarsi Thug, Bando Bandi, Banoo, Be Shaque, Bechain, Behrupia,

126 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Behtreen Pankaar, Bekaraar, Benazir, Beqabu, Beta, Bewafa Se Wafa, Bewafai, Bhagwat Mahima (B&W), Bhakticha Mala, Bhula Na Dena, Bhuvan Bhone, Bikaoo Tordo, Biin Ma Ke Bachchey, Biran Ki Raat, Blood (Hindi), Bol Radha Bol, Bole Taisa Na Chale (Marathi), Bombay Flight (English), Boond Jo Ban Gaye Moti, Brahma, Byayeda Bina Kunwara Dole, Ceaani (New), Chacha Zindabad, Chahunga Main Tujhe, Chal Chal Re Navjawan, Chalte Chalte Vol I, Chalte Chalte Vol II, Chalte Chalte Vol 3, Chalte Chalte Vol 4, Chalte Chalte Vol 5, Chalte Chalte Vol 6, Champakali, Chand ki Duniya, Chandanachi Ek Choli Ange Jaali, Chandralekha (B&W), Charandar Chor, Charms of Snake Valley, Charno Ki Sadgandh, Choota Sa Ghar, Choti Bahu, Chnga – The Beat Contest, Coolie No.1, Corative Yoga, Daaku, Dahej, Dako Kuni Bi, Dalal Hindi & Bengali, Danga Pasad, Dard-e-dil, Daulat Ki Jung, Deeshishu, Deedar, Deep Jalta Rahe B&W, Deewana, Deewana Tere Naam Ka, Deshwasi, Dev Pavla, Dharam Adhikari, Dharam Bhau, Dharam Bhatru, Dharti Aakash, Dharti Deorar (19 folk songs), Dharti Deorar (Part II), Dharti Maiya (Bhoj), Dhat Tere Ke, Dial 100, Dil Apna Aur Preet Pareyee, Dil Ek Musafir, Dil Hi to Hai, Diler (guj), Dillagi, Divya Sehkti, Diwani Javani, Diya Aur Toofan, Do Ankhee Barah Hath, Do Bhai, Do Dost, Do Dolhe (B&W), Do Hawaldar, Do Phool, Don- 11, Doosri Bibi, Dost, Dost Garibonka, Dost Ki Saugandh, Dr. Kotnis Ki Amar Kahani, Dulhan Wohi Jo Piya Man Bhaye, Dulhin (Bhoj), Duniya, Duniya Jukkti Hai, Duniya Nanchegi, Durgegsh Nandini (B&W0, Eeta Eeith Ka Jawab Pathar, Eights Days, Eja Bijaa Tijaa, Bhar Mai Baaj, Ghat Mai Baaj Lugat, Ghabana (B&W), Ghayal Apsara, Ghunghat (B&W), Ghunghatiya Bi Laaj, Gibaftaar, Gibaftaar, Gogaji Peer, Gohti Hi Sakhe (Guj), Gopichand Bharathri ®, Goraa, Grahasti (B&W), Guddu, Guesh House Kilee, Gulabi Raate, Gunrah, Gomrah Jawani, Gukahon Ka Devta. Haath Lavie Tithe Sona, Hathi Mera Saathi, Hai Meri Jaan, Haque, Hari Darshan, Hasino Ka Badla, Hasion Ka Hela, Bathyar, Hawas Ka Poojari, Heee B&W, Heer Ranjha, Hercules, Ebroic Trio (English), Bifaiat, Hira Chuda, Hits of Balkan Vol, Hits of Salman Vol 2, Borrymoon, Hongkong, Hullare (Punjabi), Hum Aapke Hain Kaun, Hum Bhi Insaan Hai, Hum Bhi Kuch Kam Nahi, Hum Hai Kamal Ke, Hum Hai Premi, Hum Kahan Je Rahe Be, Ham Se Kya Takrana, Hum Sab Chor Hain (B&W), Homkadam, Hungama Bombay Style, I Love Mumbai, Illaka, Insaan Bana Shaitan, Insaf Ki Pukar, Insaniyat (B&W), Inteha Pyar Ki, Intejaar Ke Ratan, International Crook, Ishq Mein Jina, , Mein Marna, Iye Marathichi Nagari, Izzat Ke Lootere, Issatdaar, Jaal, Jaali Note, Jaan Ke Khel kar, Jaan Pechan, Jaan Tere Naam, Jagriti (B&W), Jain Hanuman, Jai Radhakrishna, Jai Santoshi Maa, Jakhmee Waghin, Jal Bin Machli Kritya, Bin Bijl, Jalan, Janamna Sathi, Javan Kundali, Janam Se Pehle, Janta Ki Adalat, Janwar, Jasoor, Jawab Ayega, Jawan Dilq Ki Rani, Jawan Maru, Jawani Bani Diwanee, Jawani Jawani Jawani, Jawani Ku Kurbani, Jawani Ki Lehren, Jayan Bhata, Jayshree, Jazbaat, Jeet Hamri, Jeevan Mrityu, Jhanak Jhanak Payal Baaje, Jhanjhaar, Jhuk Gaya Aashan, Jigarwala, Jiyo To Ase Jiyo, Jog Sanjog, Johar in Bombay, Ju Ki Kahani, Jaghu, Jungla Ka Beta, Jungle Ki Bahaar, Kunkaar, Jubrat, Ka Purush Maha Purush, Kaach Ki Deewar, Kab Ta Chup Rahoong, Kabiaa, Kapila, Kahan Hain Kanoon, Raise Kaise log, Kaise Kaise Rishte, Kali Raat, Kaliyon Ki Awaz, Kalpana, Kaluram Prajapati Night, Kalyog Ke Avatar, Kama Purta Mama, Kanhaiya, Kanoon, Kanoon Apna Apna, Karamai, Karun Ki Vijay, Kare Chukana Hai, Rasam Dhahde II, Kashmakash, Katil Jawani, Kaun Apna Kaun Paraya, Kaya Palat, Khomoshi (B&W), Khatarnayak, Khel, Hilaaf, Khoon Ka Rishta, Khubsurat Dhokha B&W, Khuda Gawah, Kissa Paheli Raat Ka, Koi Na Jane Re, Kshateiya, Kudrat Ka Kanoon, Koi Doo Koo, Kunsin Hasina, Kunkavacha Tilla, Kurbaan, Laaj Rakhorani Sati, Rajasthani, Laat Saab, Ladka Ladki, Ladki Sahyadri Ki, Lahu Ke Do Rang, Laila Majnu Ki Hai, Hautanki, Lakhat Ashi Dekhni, Lakhon Ke Ek Colour, Lakhon Ni Laaj, Lamboo Dada, Lavaa, Leela, Life 90, Loot Gati Pyae Hain, Love Romace, Maa, Bahen Aur Biwi, Maa Beta, Maalahaal, Maan Abhihan, Madine Ki Galiya, Maba Bhat Tukaram, Maha Nanda, Mahal Sangram, Mahalaxmi Hahika, Mahendra Kapoor Night, Mahfil, Mahlok ke Khawab, Maidan-e-Jung, Main Aue mere Haathi, Main Azad Hoon, Main Pyasi Hoon, Main Tera Dushman, Main Tere Liye, Main Tere Pyar Kiya, Mama Bhache, Manchala, Mangala (B&W), Manorama, Mast Kalander, Maya Bhaiar (Guj), Maya Bazar (Hin), Maidoo, Meethi Meethin Baten, Msgha,

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Mera Muquddar Kya Hai, Mere Bhaiya, Mere Humdum Mere Dost, Mere Sajana, Meri Hukumat, Meri Zuban, Mhari Pyari Chanana, Milan Ki Pyas, Milap, Miss Mala, Miss Pakela, Mithe Mithe Raatein, Monkey & the Crocodile, Mr. Sampat (B&W), Mr. in Bombay, Kuklava (Punjabi), Hinimji B&W, Huthi Bhar Zamesh, Kaaiya, Kaamchin, Kachdi Jawani (Punjabi), Nidya Ke Paar, Nadiya Ke Paar Hindi B&W, Nagin, Naina, Naked Lies, Nanad Bhojai (E), Nani Bai Ko Nayero, Nani Kaa, Naseeb Apna Apna, Nasebwala, Nastik B&W, Nadkari, Navrang, Navee Sagle Gadhay, Naya Anddai, Nakhana, Neelkamal (B&W), New Delhi, Nirala, Nirbhay, Nirdosh, Nishan (B&W), Oh Darling Yeh hai India, OwaliteBhauraya, Paanch Range chi, Panch Pankar, Paap Ka Anth, Pap Ki kami, Paap Pait Kaa, Paheli, Paheli Raat, Pahile Prem (Marathi), Paighan (B&W), Pandir Bhalanath, Param Dharam, Paranveer Chakra, Parashani, Parbat Pe Apna Deea, Parchhain, Parchhaiyan, Parda (Marathi), Parmvtha, Passport, Patcha Bahu, Pathar Dil, Pathreela Basta, Pawan Putra Hanuman, Payal Ki Jakihar, Payal Ki Jhankar, Paying Guest B&W, Precha Kabro, Pehla Wsha, Phool Aur Kaante, Phool Aue Kaliya, Phoon Bane Angaabs, Phoolon Ki Sej, Phulwari, Picnic B&W, Pinga Pyaar Diyan (Punjabi), Pinjbra (Hin), Pinjra (Mab), Piya Ka Ghar, Piya Milan Bi Aash, Police aur Mujrin, Policewala, Prabhu Ki Maya B&W, Prahar, Pratighat, Pratima Aur Payal, Prem Pratigya, Purana Satya, Pyaar (Video Film), Pyaar Jhukta Nahin, Pyaar Ke Devta, Pyaar Ka Mandir, Pyaar Ko Toofan, Pyaar Kiya Hain Pyar Karenge, Pyar Bhara Dil, Pyar Deewana hota Hain, Pyar Ka Bandhan, Pyar Ka Rishta, Pyar Ka Tarana, Pyar Ke Kabil, Pyar Ke Naam Qurbani, Pyar Ki Cheeka, Pyari Behana, Pyasa Dil, Pyasi Meri Nigahen, Qatil, Raaka, Raaste Pyar Ke, Raavan, Radha Aur Seeta, Railway Platform, Raj Kumar, Raj Tilak B&W, Raj Lol Geet Part I, II, III, Raja Rani Ko Chahiye, Pasika, Raju Aur Tinku, Raksha Bandhan, Ram Joshi, Rama-o- Rama, Ramu Chanana, Rang Tarang, Ranga Mera Naam, Rangilo Rajasthan, Reksha, Reshna Ki Jawani, Return of the Evil Death, Rhino, Rikshawala, Rikjhik Geeto Ke, Roos Gayilan Sayiar Hamar, Roti, Saajan, Saajan Chale Sasural, Saajna Ki Baahon Mein, Saabansh, Saazish B& W, Sabse Bada Rupaiya, Sache Ka Bol Bala, Safar, Sahira, Sailaab, Saiya Tohre Karan, Sajan, Samadhi Hindi B&W, Sangeeta, Sanjog Colour, Sansar (B&W), Sanwariya, Sarabi Ki Kah. Aurat Ki, Zabarni, Sarayu There (In Avadhi), Sasi Pandu (Punjabi), Sau Chore, Saubhagya Daam, Saubhagyawati Bhav (Marathi), Sauda, Saudagar, Sawan Ko Ane do, Sawan Bi Teej ®, Sehra, Sehti Hurad (Punjabi), Shaadi, ShaadiByak Ke Geet, 18 Raj, Shabab Ke Shikari, Shabistan Hindi B&W, Shabhan Hindi B&W, Shadi Se Pahela Shadi Ke Baad, Shaheed B&W, Shaktiman, Shakuntala, Shandaar, Shaolin Temple, Shapate tula Balachi, Shart B&W, Sheeksha, Shiramai, Shikari, Shikshaa, Shriman Fantoosh, Shrihatiji B&W, Shub-Din, Sikka, Sindoor, Situk, Skuggler, Soorthi Singh (Guj), Star Buzz (Vid Mag), Star Night Show, 11/3/89, Ahren, Stree, Subah ka Tara, Suhaag Raat Se Pahele, Suhag ki Aas, Suhag, Suhagan No Singar ®, Sun Meri Laila, Sun Sajna, Sukayaha, Sunhera Sansar, Sunto Le Hasina, Supatar Bibani, Suraj, Surang, Suryavanshi, Swami, Tamacha, Tapasta, Taquatwar, Taqdeer, Taqdeer Ke Phere, Taraana,Tarana (Old B&W), Tarasti Jawani, Tarzan Delilal, Teen Bahuraniyan Colour, T. Batti Char Raasta, Tee Brothers of Shaolin, Teri Mehrebaniya, Teri Meri Kahani, Thari haabi (Raj), The Adventures of a Sugar Doll, The Crow for all Seasons, The Sword of Tipu Sultan, Thief of Baghdad, Toofan, Toofan Aur Diya, Toofan Hein Pyaar Kahan, Touch the Sky, Tree & the Boney Bag, Trideviyan, To Meri Main Tera, Tulsi Sone Hamab Angana (Bhoj), Tumhare Bina, Tupa-Top, Tuzi Mazi Hamali Jodi, Tyaagi, Umar Pachpan Ka Dil Bachpan Ka, Uanchoo, Ustad, Vaishali, Vartaman, Veer Tejaji, Veerta, Veeru Ustad, Vishkanya, Vishnu Devaa, Vishwas, Vafaa, Wanted, Waqt Ka Badshan, Waqt Ki Awaaz, Watan, Yaar Dilbaara, Yahudi, Yoga For Better Sei Yugandhar, Zakhmi Kali, Zamana, Zameen Ashaam, Zameer Ke Tare, Zihmedar, Zinda Laash, Zindago (B&W), Zoln Ka Jawab, Zunj.

Annexure-III

Ullaasam, En Aasa Raasaava, Simhaaraasi, Veeram Velanja Mannu, Unnidathil Ennai Koduthen, Neevaruvai Ena, Kannu Pada Paguthiah, Tirneveli, Alai Payuthey, Vallarusu,

128 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Raajakali Amman, Rajasthan, Kudi Valthal Koodi Nanmai, Maayie, Ennama Kannu, Guna, Dolapathi, Chinna Gownder, Bharathan, Enga Veetu Velan, Annamali, Kottai Vaasal, Roja, Devar Magan, Rasukkuty, Thai Mozhi, Ezhai Jaadi, Kalsingan, Aranmanai Killi, Pudhiya Mugam, Maravan, Porandhalum Ambalaya Porkkokodhadhu, Veera, Honest Raj, Vaitnam Colony, Pathavi Permanam, An Aasai Macchan, Muthu, Sathy Leelavathi, Karuppa Nilla, Bombay, Batche, Thirumurthy, Vanchinathan, Dheena, Booty, Negeshwari, Pappa, Friends, Kannuku Kannaga, Nilakalam, Piriyadha Varam Vendum, Thaali Katha Kali Ammao, Ninaikatha Naal Ellai, Rishi, Ullam Kollai Poguthey

• Other cases against IMCL

Case Forum Name of the Plaintiff Particulars Reference / / Applicant / Suit No. Complainant 2590/S/2005 City Civil Court, Mr. Dhanawad Dispute relating to trespassing Mumbai of area of cable operation. 736 / 2003 City Civil Court, Nahalchand Dispute relating to trespassing Mumbai Laloochand Pvt. Ltd. of area of cable operation. 3283 of 1996 High Court of Ambience Space Appeal filed to vary the order in Notice of Bombay Sellers Private Ltd. of the Division Bench that the Motion Defendant be allowed to No.2183 of permit the blackout 1998 programmes which are not in conformity with / are in violation of the law of the land. 1088 of 1988 Delhi High Aasia Today Limited Restraining the Defendant Court and EL-Zee Television from receiving Zee Cinema Private Limited signals without prior authorization. Petition Court of Civil Natraj Cable Network To provide signals to 150 No.18 u/s 9 Judge Senior subscribers as per terms of of the Division, the Agreement. Arbitration Faridabad. and Conciliation Act 1056 of 2002 Delhi High Taj Television Ltd. & Restraining the Defendant Court Anr. from transmitting signals of Ten Sports including for World Cup of 2002. 2116 / 1996 Delhi High Time Warner, USA. Restraining use of the Court trademark CBO 1116/02 Delhi High Star Broadcasting Restraining the Broadcasters Court Service (I) Ltd. (vs. viz. ESPN, Zee, Modi, Sony Indian Cable and from switching off the Broadcasting decoders. Federation & Others.) 2411 of 2002 City Civil Court, Patel Cable TV Permanent injunction Ahmedabad Network restraining the Defendant and their agents from causing any interruption, disconnection or supplying signals in the Cable Network in the area of Mithakali area of

129 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Ahmedabad. 769 / 2000 Small Causes Mr. Rameshbhai Patel Dispute relating to claiming of Court, rent for open terrace space. Ahmedabad. 1848 / 2003 City Civil Court, Thahot Narendrabhai To accept Plaintiff as Agent Ahmedabad Chandrasingh. and provide cable connection. 1857 / 2003 City Civil Court, Aarsi Co-op. Housing To provide cable connection Ahmedabad Society Ltd., to the members of Aarsi Co- Ellisbridge, op. Housing Society. Ahmedabad. CCP No.158 Delhi High Columbia Pictures & Contempt application alleging of 1999 Court Others (vs. certain disobedience of the Court persons including an Order dated 7.7.1999 in erstwhile officer of the respect of film ‘Great company) Expectation’. Criminal (M) Chief Mr. Arun Agarwal, Offences u/s 292 and section 3014 / 97 Metropolitan Advocate (vs. Star TV 293 of the Indian Penal Code, Magistrate, and others including 1908, Cable Network Act, New Delhi an erstwhile officer of Indecent Presentation of the company) Women (Prohibition) Act, Indian Telegraph Act, Copyright Act, FERA and rules and regulations and guidelines of Board of Censors and other applicable laws for transmitting the TV signals of Star Movies, Star TV and V Channel. Case Tis Hazari Ajay Gambhir (vs. Claim damages to the tune of No.ESIA Court, Delhi. ESIC and the Rs.25 lacs plus Rs.10,000/- No.11/01 company) per month as pension for Petition u/s having met with an accident 75 of the on duty. ESIC Act. Contempt Court of Civil Natraj Cable Network Restraining the Respondent case – 2003 Judge Senior from releasing signals in the Division, /connection to any third party Arbitration Faridabad. until final order. application no.19 of 2002 501 to 516 / Before 37 Addl. State (DCP Prosecution u/s 16 of Cable PS / 06 Chief Enforcement) Television Network Act, 1995 Metropolitan for showing adult content film Magistrate, as per exhibit of the Esplanade complaint. 517 to 610 / Before 37 Addl. State (DCP Prosecution u/s 16 of Cable PS / 06 Chief Enforcement) Television Network Act, 1995 Metropolitan for showing adult content film Magistrate, as per exhibit of the Esplanade. complaint. RTPE No.2 MRTP Nirmal Jain Complaint filed alleging of 2001 Commission, arbitrary increase in cable New Delhi subscription rates.

130 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

CA No.28 of MRTP Sudarshan Application filed demanding 2002 / 911 Commission, payment of compensation of New Delhi. Rs. 6.5 lakhs alleging that an agreement executed by the complainant with a distributor of the company, relating to connectivity of subscribers, was not honoured. 7/2003 MRTP Federation of Complaint alleging illegal / Commission, Residence Welfare arbitrary increase of cable New Delhi. Association of Vasant charges. Maintain status/quo Kunj, Delhi. pending enquiry. 562 0f 2002 High Court of B.S.Shetty and Anr Damages claimed for alleged Bombay defamatory statement in news telecast in InTime Channel

• In March 1998, the Addl. Commissioner of Entertainment Tax, Mumbai had passed an order demanding a sum of Rs. 47.93 lakhs towards entertainment tax in respect of an in-house magazine of the company “What’s In”. IMCL filed a writ petition in the High Court of Bombay which directed the company to deposit a sum of Rs. 25 lakhs and directed the Commissioner not to take coercive action until the company’s appeal was heard. In August 2003, the Addl. Commissioner, Konkan Division issued an order demanding the balance amount, threatening coercive action for recovery. The company has appealed against the order before the Hon’ble Minister of Revenue, Government of Maharahtra.

• IMCL has filed an application no. 174 of 2002 in the Court of the Civil Judge, Senior Division, Nasik against the State of Maharashtra and the Collector of Nasik praying for the following reliefs: that the plaintiff is not liable to pay entertainment tax under the Bombay Entertainment Duty Act, 1923 and plaintiff cannot be compelled to collect taxes either from the cable operators or from subscribers; that a decree of perpetual injunction be granted in favour of plaintiff and against defendants from sealing the plaintiff’s control room at Nasik. The case relates to the defendant’s demand for payment of entertainment tax by the company, although the company did not supply signals to end viewers. The signals were provided to franchisees who are liable for the entertainment tax.

• IMCL is named as a respondent in certain Public Interest Litigation (PIL) petitions filed in the High Court of Mumbai, as under: (i) W.P. No. 611/2003 filed by Mr. Kirit Somaiya and Others against the Chief Secretary, Government of Maharashtra and Others for orders to regulate the cable business as per the guidelines of Notification dated 10.7.2003 issued by Ministry of Information & Broadcasting. (ii) W.P. No. 1397/2007 filed by South Mumbai Cable TV Operators Welfare Association against the Ministry of information and Broadcasting and Others praying for orders that the Ministry be directed to formulate and publish in advance the proposed amended Cable Television Networks (Regulations) Rules at least one month in advance before the implementation of CAS in India and till that the introduction of Addressable System in Metros be stayed. (iii) W.P. No. 1485/2003 filed by Mr. Sitaram Bhoi and Others against the Union of India and Others, praying for orders to set aside section 4A of the Cable Network Regulation Act, 1995 and to direct the Union of India and State of Maharashtra to set up control measures to monitor the Pay Channels

131 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

• The Directorate of Revenue Intelligence had filed a case in the Court of the Chief Metropolitan Magistrate, Esplanade, bearing No. 32/CW/05 against IndusInd Network Entertainment Limited (now merged into IMCL), IMCL and others for alleging violation of Import/Export policy notification no. 110/95 issued by the Director General of Foreign Trade. The differential customs duty amount of approximately Rs. 5.09 crores as per the orders passed by the Commissioner of Customs (Adj), Mumbai, was appealed before the CESTAT, which set aside the demands and dropped the fines sought to be levied against the company (Rs. 2.45 crores) and others. The customs department has filed an appeal bearing reference Lodging 30/2007 before the High Court of Bombay, praying for the setting aside of the orders passed by CESTAT.

• IMCL has filed the following appeals before the Commissioner of Entertainment Tax, Gandhinagar praying for the quashing and setting aside of the order of the Mamlatdar Entertainment Tax and Collector, Ahmedabad for recovery of entertainment tax and penalty thereon: Nos. 73/2006, 74/2006, 75/2006, 76/2006. Amount of entertainment tax involved: Rs. 83.2 lakhs plus penalty

• The Income-tax department has filed an appeal before the Income-Tax Appellate Tribunal against the order of the Commisioner of Income-Tax (Appeals) in favour of IMCL assessing a loss of Rs. 28.7 crores for the Assessment Year 1996-97

• IMCL has filed an appeal before the Income-Tax Appellate Tribunal against the disallowance of expenses of Rs. 2.7 crores for the Assessment Year 1997-98.

• IMCL has filed an appeal before the Income-Tax Appellate Tribunal against the disallowance of business loss of Rs. 5.8 crores and depreciation allowance of Rs. 9.3 crores for the Assessment Year 2001-02.

• IndusInd Network Entertainment Limited (now merged into IMCL) has filed an appeal against the order of the Assessing Officer making an addition of Rs. 10.4 lakhs to the returned income for the Assessment Year 2000-01.

• IndusInd Network Entertainment Limited (now merged into IMCL) has filed an appeal against the order of the Assessing Officer making an addition of Rs. 3.4 crores to the returned income for the Assessment Year 2001-02.

• In2Cable (India) Limited (now merged into IMCL) has filed an appeal before the Commissioner of Income –Tax (Appeals) against the order of the Assessing Officer making an addition of Rs.74.9 lakhs to the returned income for the Assessment Year 2001-02.

• IMCL has filed the Miscellaneous Application No. 75 in the IInd Labor Court, Nagpur, and Miscellaneous Application Nos. 72, 73 and 74 in the IVth Labor Court, Nagpur praying for the setting aside of ex-parte orders passed against the company for the reinstatement of employment of certain ex-employees.

• The Maharashtra Media Employees Union has filed Complaint No. (ULP) 221 & 268 of 2005 before the Industrial Court at Mumbai against IndusInd Network Entertainment Limited (now merged into IMCL) and Others praying for directions to

132 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

restrain the respondent from laying off certain employees and from declaring a closure or lock out, alleging unfair labour practices. The case is being contested.

• An ex-employee has filed Complaint No. (ULP) 333 of 2002 and Application No. 225 of 2002 before the Second Labour Court at Mumbai against IndusInd Network Entertainment Limited (now merged into IMCL) and Others praying for quashing of termination letter dated 31st May 2002, reinstatement with full back wages and with continuity of services, with effect from the said date and compensation of Rs. 3.85 lakhs. The complaint has been dismissed.

None of the above litigation / disputes pertaining to the directors / promoters / companies promoted by the promoters / companies under the same management / group companies has or is likely to have any adverse impact on the financial performance of the Company.

In the opinion of the Board, there have not arisen, since the date of the last financial statements disclosed in this Information Memorandum, any circumstances that materially or adversely affect or are likely to affect the overall business of the Company as a whole, which are otherwise than in the ordinary course of business.

133 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

XV GOVERNMENT APPROVALS

Pursuant to the Scheme, all the permissions, approvals, licenses etc. granted by the Government and Government agencies in connection with or relating to the IT/ITES Undertaking have been transferred to and vested in and/or deemed to be transferred to and vested in the Company.

134 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

XVI REGULATORY AND STATUTORY DISCLOSURES

Authority for Listing:

The Company entered into the Scheme of Arrangement and Reconstruction under Sections 100, 391 to 394 and other applicable provisions of the Companies Act, 1956 with Hinduja TMT Limited and their respective Shareholders and Creditors (“Scheme”) for the demerger of the IT/ITES Undertaking of Hinduja TMT into the Company on a going concern basis and for reduction of the issued, subscribed and paid up share capital of the Company. The Appointed Date for the demerger as per the Scheme was 1st October 2006. The Scheme was sanctioned by the Hon’ble High Court of Judicature at Bombay vide its Order dated 23rd February 2007, which was filed with the Registrar of Companies, Maharashtra on 7th March 2007, which is the Effective Date of the Scheme.

Accordingly, with effect from 1 st October, 2006 (being the Appointed Date), the IT/ITES Undertaking of Hinduja TMT stands transferred to and vested in the Company as a going concern.

Eligibility Criterion:

There being no initial public offering or rights issue, the eligibility criteria in terms of Clause 2.2.1 of SEBI (DIP) Guidelines, 2000 does not become applicable. However, SEBI has vide its letter CFD/DIL/NB/NB/95345/2007 dated 5th June 2007, relaxed the applicability of the provisions of Regulation 19(2)(b) of the Securities Contract (Regulations) Rules, 1957, under Clause 8.3.5 of SEBI (DIP) Guidelines, 2000. The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said Information Memorandum available to public through their websites viz. www.bseindia.com and www.nseindia.com.

The Company has also made the said Information Memorandum available on its website viz. www.htmtglobal.com.

The Company will publish an advertisement in the newspapers containing the details in line with the details required as per clause 8.3.5.4 of SEBI (DIP) Guidelines, 2000. The advertisement will draw a specific reference to the availability of aforesaid Information Memorandum on the Company’s website www.htmtglobal.com . Prohibition by SEBI:

The Company and its directors and promoters have not been prohibited from accessing the capital markets under any order or direction passed by SEBI.

135 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

General disclaimer from the Company:

The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements to be published in terms of Clause 8.3.5.4 of SEBI (DIP) Guidelines, 2000 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

Disclaimer Clause of BSE:

A copy of this Information Memorandum has been submitted to BSE. BSE has vide its letter DCS/SJK/RCG/AJ/2006/500189 dated 29th September 2006 approved the Scheme of Arrangement under clause 24 (f) of the Listing Agreement and by virtue of that approval, BSE’s name in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed is appearing. BSE does not in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or warrant that this Company’s securities will be listed or will continue to be listed on the BSE ; or take any responsibility for the financial or other soundness of this Company; and that it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by BSE. Every person who acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of NSE:

A copy of this Information Memorandum has been submitted to NSE. NSE has vide its l e t t e r NSE / LIST / 32059A dated 30th October 2006 approved the Scheme of Arrangement under clause 24 (f) of the Listing Agreement and by virtue of that approval, NSE’s name in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed is appearing. NSE does not in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or warrant that this Company’s securities will be listed or will continue to be listed on the NSE ; or take any responsibility for the financial or other soundness of this Company; and that it should not for any reason be deemed or construed to mean that this Information Memorandum has been cleared or approved by NSE. Every person who acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

Filing:

Copies of this Information Memorandum have been filed with the BSE and NSE.

136 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Listing:

Applications have been made to the BSE and NSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated the BSE as the Designated Stock Exchange for the aforesaid listing of its Equity Shares. The Company has taken steps for the completion of necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above.

Stock Market Data for Equity Share Capital:

Equity shares of the Company have not been previously listed on any Stock Exchanges. The Company is seeking for approval of listing of its shares through this Information Memorandum.

Demat Credit:

The Company has executed agreements with NSDL and CDSL for admitting its Securities in demat form. The ISIN No. INE170I01016 was allotted to the Company’s Equity Shares. The allotment of Equity shares was made on 10th April 2006 and the demat accounts of the members were credited on 17th and 18th April 2007.

Dispatch of share certificates: Equity Shares that were allotted in physical certificate form were dispatched to the members on 17th and 18th April 2007.

Expert Opinions:

Save as stated elsewhere in this Information Memorandum, the Company has not obtained any expert opinions.

Previous rights and public issues:

The Company has not made any public issue since incorporation.

Commission and brokerage on previous issues:

Since the Company has not issued shares to the public in the past, no sum has been paid or has become payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Share since its inception.

Companies under the Same Management:

Following companies may be treated as companies under the same management as HTMT Global Solutions Limited within the meaning of Section 370(1B) of the Companies Act, 1956

• Hinduja TMT Limited • IndusInd Media & Communications Limited • Grant Investrade Limited

Capital Issues by Group Companies:

No capital issues have been made in the last three years by Hinduja TMT Limited which

137 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

is a company listed on the BSE and NSE.

Share Prices of Listed Group Companies:

Hinduja TMT Limited:

Pre Demerger

Year 2004-2005

Month BSE NSE High Turn Low Turn High Turn Low Turn (Rs.) over (Rs.) over (Rs.) over (Rs.) over (Qty) (Qty) (Qty) (Qty) April ‘04 244.00 90273 204.10 56285 244.40 168134 204.80 128332 May ‘04 214.60 33168 127.00 60434 213.80 69530 127.70 162902 June ‘04 212.00 139442 163.00 27376 211.90 326905 163.00 56176 July ‘04 219.90 214755 160.00 196852 219.95 474781 175.00 375832 Aug ‘04 241.00 156401 202.20 72196 243.25 297969 202.10 155102 Sept ‘04 275.90 279408 231.05 97588 275.65 418639 231.10 165993 Oct ‘04 297.45 76137 258.00 1430011 297.70 141464 260.00 424934 Nov ‘04 293.00 125441 273.50 17512 294.00 306136 231.15 30166 Dec ‘04 321.75 96709 273.05 33255 323.60 300713 272.15 91404 Jan ‘05 347.00 389987 273.00 174760 348.00 1245135 271.10 382705 Feb‘05 358.90 136388 305.00 30301 360.00 123698 305.00 56937 Mar ‘05 338.00 410725 283.15 61515 337.25 824414 283.05 204795

Year 2005-2006

Month BSE NSE High Turn Low Turn High Turn Low Turn (Rs.) over (Rs.) over (Rs.) over (Rs.) over (Qty) (Qty) (Qty) (Qty) April ‘05 329.00 169472 290.10 26761 328.50 119794 290.00 57376 May ‘05 347.00 143957 293.00 19831 347.00 254475 292.00 52917 June ‘05 348.45 160075 305.00 60656 349.00 308293 305.10 308293 July ‘05 379.00 411841 297.00 77683 380.00 862335 297.20 184411 Aug ‘05 355.55 47834 316.95 28471 349.40 268095 315.00 37658 Sept ‘05 412.00 564373 318.00 16781 413.00 861918 315.30 82421 Oct ‘05 452.25 404569 315.00 28965 452.00 684527 315.15 77262 Nov ‘05 382.00 73061 332.20 11875 381.75 117309 330.00 81098 Dec ‘05 415.00 75685 358.00 37746 414.90 175862 356.60 115991 Jan ‘06 396.00 23753 358.00 19503 400.00 59713 314.80 48786 Feb‘06 384.00 48864 343.05 30640 384.00 159581 335.00 27722 Mar ‘06 510.00 79028 380.00 161558 510.00 113312 381.00 223513

138 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Year 2006-2007

Month BSE NSE High Turn Low Turn High Turn Low Turn (Rs.) over (Rs.) over (Rs.) over (Rs.) over (Qty) (Qty) (Qty) (Qty) April ‘06 670.00 44159 482.10 33934 673.50 151297 473.40 28931 May ‘06 866.90 220312 527.90 42698 866.30 512171 501.00 192948 June ‘06 693.30 27282 355.20 29261 710.00 61447 355.15 74826 July ‘06 521.10 61230 451.00 24359 521.90 136307 419.80 75922 Aug ‘06 637.40 182357 492.00 24657 635.90 322610 491.15 32438 Sept ‘06 597.00 404663 515.00 39721 595.10 876350 521.10 31970 Oct ‘06 549.70 10207 485.00 23386 550.50 34745 483.00 33057 Nov ‘06 625.00 91193 479.20 34604 627.25 83299 475.00 114630 Dec ‘06 797.00 494894 529.00 34983 798.50 1170312 522.00 89313 Jan ‘07 782.00 97513 655.00 286225 782.00 356197 655.00 529859 Feb‘07 723.00 72448 568.00 23927 725.00 204260 550.00 36243 Mar ‘07 627.00 228797 450.00 64126 626.00 189019 446.50 95696

Post Demerger

Year 2007-2008

Month BSE NSE High Turn Low Turn High Turn Low Turn (Rs.) over (Rs.) over (Rs.) over (Rs.) over (Qty) (Qty) (Qty) (Qty) Apr ‘07 890.00 1760443 557.20 1760443 880.00 2458136 555.30 2458136 May ‘07 610.00 144296 550.00 14648 662.00 85385 539.00 11805

Change in auditors during last three years:

M/s. Shah & Company, Chartered Accountants, resigned as Statutory Auditors of the Company vide their letter dated 4th January 2007. M/s Price WaterHouse, Chartered Accountants were appointed as Statutory Auditors of the Company in the vacancy caused by the resignation of M/s. Shah & Company, by the shareholders at an Extraordinary General Meeting held on 7th March 2007, to hold office up to the date of the next Annual General Meeting of the Company.

Revaluation of assets:

The Company has not revalued its assets during the last five years.

139 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

XVII DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

Rights of Equity Shareholders:

The Shareholders are entitled to receive dividend, as and when declared and bonus and rights shares, as and when issued. Further, the rights of the above and other holders of shares are subject to the provisions of the Companies Act, 1956, the Memorandum and the Articles of Association of the Company and other laws as applicable from time to time.

Ranking of Equity Shares:

The new equity shares shall rank in all respects pari-passu with existing fully paid up Equity Shares.

Face Value:

The Face Value of Equity Shares of the Company is Rs.10/-.

Main provisions of the Articles of Association:

The main provisions of Articles of Association of the Company are as follows:

SHARES AND SHARE CERTIFICATES

Shares to be numbered progressively and no share to be sub-divided: The shares in the capital of the company shall be numbered progressively (according to their several denominations) and except in the manner hereinafter mentioned, no share shall be sub- divided.

Directors may allot shares as fully paid-up: Subject to the provisions of the Act and these Articles, the Directors may allot and issue in the capital of the Company as payment or part payment for any property (including goodwill of any business) sold or transferred goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and the shares which may be so allotted may be issued as fully paid up or partly paid up otherwise than in cash and if so issued, shall be deemed to be fully paid up or partly paid up shares as aforesaid.

Acceptance of shares: An application signed by or on behalf of an applicant for shares in the Company, followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register of members shall for the purpose of these Articles be a member.

Deposit and calls etc. to be debt payable immediately: The money (if any) which the Director shall on the allotment of any shares being made by them required or direct to be paid by way of deposit, call or otherwise in respect or any shares, allotted by them shall immediately on the insertion of the names of the allottee in the Register of Members as the name of the holder of such shares, became a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

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Instalments on shares to be duly paid: If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable by instalment every such instalment shall, when due, be paid to the Company by the person who for the time being and from time to time shall be the registered holder of the share or his legal representative.

Company not bound to recognize any interest in shares other than that of the registered holders: Except as required by law, no person shall be recognized by the Company as holding any share on any trust and the Company shall not be bound by or be compelled in any way, to recognize even when having notice thereof of any equitable, contingent, future or partial interest in any share or any interest in any fractional part of share or (except only as by these Articles or as ordered by a Court of competent jurisdiction or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof of the registered holder.

Certificate and Shares Signing of share certificates:. Every member shall be entitled, without payment, to one or more certificates in marketable lots, for all the shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee as the Directors may from time to time determine) to several certificates, each for one or more of such shares and the company shall complete and have ready for delivery such certificates within three months from the date of allotment, unless the conditions of issue thereof otherwise provide, or within one month of the receipt of application of registration of transfer, transmission, sub-division, consolidation or renewal of any of its shares as the case may be. Every certificate of shares shall be under the seal of the company and shall specify the number and distinctive numbers of shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the directors may prescribe or approve, provided that in respect of a share or shares held jointly by several persons, the company shall not be borne to issue more than one certificate and delivery of a certificate of shares to one of several joint holders shall be sufficient delivery to all such holder.

The Certificate of title to shares shall be issued under the seal of the Company which shall be affixed in the presence of and signed by (i) two directors or persons acting on behalf of the Directors under a duly registered power of Attorney; and (ii) the secretary or some other person appointed by the Board for the purpose. PROVIDED that at least one of the aforesaid two directors shall be person other than the Managing Directors or wholetime Directors. A Director may sign a share certificate by fixing his signature thereon by means of any machine, equipment or other mechanical means such as engraving in metal or lithography. PROVIDED ALWAYS that notwithstanding anything contained in this Article, the certificates of title to shares may be executed and issued in accordance with such other provisions of the Act or the Rules made thereunder as may be in force for the time being and from time to time.

Limitation of time for issue of certificates: The Company shall within three months after the allotment of any debentures and within one month after the application for the registration of the transfer of any such debentures, complete and have ready for delivery the certificates of all debentures allotted or transferred, unless the conditions of issue of the debentures otherwise provide and the Company shall otherwise comply with the requirements of the Act.

As to issue of new certificate in place of one defaced, lost or destroyed: If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new Certificate may be issued in lieu thereof, and if any certificate

141 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, being given, an a new Certificate in lieu thereof shall be given to the party entitled to such lost or destroyed Certificate. Every Certificates under the Article shall be issued without payment of fees if the Directors so decide, or on payment of such fees (not exceeding Rs.2/- for each certificate) as the Directors shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other Act, or rules applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to debentures of the Company.

Demateriali-sation of Securities: Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialize or rematerialize its share, debentures and other securities (both existing and future) held by it with the Depository and to offer its shares, debentures and other securities for subscription in a dematerialized form pursuant to the Depositories Act, 1996 and the Rules framed thereunder if any.

Options for Investors: Every person subscribing to securities offered by the Company shall have the option to receive the security certificates or to hold the securities with a Depository. Such a person who is the beneficial owner of the securities can at any time opt out of a Depository, if permitted by law, in respect of any security in the manner provided by Depositories Act, and the Company shall in the manner and within the time prescribed, issue to the Beneficial owner the required certificates of securities. Where a person opts to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security and on receipt of such information, the Depository shall enter in its record the name of the allottee as the beneficial owner of the security.

Securities in Depositories to be in fungible form: All securities held by a Depository shall be dematerialized and shall be in a fungible form. Nothing contained in Sections 153, 153A, 153B, 187A, 187B, 187C and 372A of the Act shall apply to a Depository in respect of the securities held by it on behalf of the beneficial owners.

Rights of Depositories and Beneficial Owners (1) Notwithstanding anything contrary contained in the Act or these Articles, a Depository shall be deemed to be the registered owner for the purposes of effecting transfer of ownership of security on behalf of this Beneficial Owner.

(2) Save as otherwise provided in (1) above, the Depository as a registered owner of the securities shall not have any voting rights or any other right in respect of the securities held by it.

(3) Every person holding securities of the Company and whose name is entered as a Beneficial Owner in the records of the Depository shall be deemed to be a member of the Company. The Beneficial Owner of the securities shall not have any voting rights or any other right in respect of his securities held by a Depository.

Depository to furnish information Notwithstanding anything contrary contained in the Act or these Articles, where the securities are held in a Depository, the records of the

142 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

Beneficial Ownership may be served by such Depository on the Company by means of electronic mode or by delivery of floppies and discs.

Option to opt out in respect of any security If a Beneficial Owner seeks to opt out of a Depository in respect of any security, the Beneficial Owner shall inform the Depository accordingly. The Depository shall, on receipt of intimation as above, make appropriate entries in its record and shall inform the Company accordingly. The Company shall within thirty (30) days of the receipt of the intimation from the Depository and on fulfillment of such conditions and on payment of such fees as may be specified by the regulations, issue the certificate of securities to the Beneficial Owner or the transferee as the case may be.

Sections 83 and 108 of the Act not to apply: Notwithstanding anything to the contrary contained in the Articles: i. Section 83 of the Act shall not apply to the shares with a Depository. ii. Section 108 of the Act shall not apply to transfer of security effected by the transferor and the transferee both of whom are entered as Beneficial Owners in the records of a Depository.

Register and Index of Beneficial Owners: The Register and Index of Beneficial Owner, maintained by a Depository under section 11 of the Depositories Act shall be deemed to be the Register and Index of members and security holders as the case may be for the purposes of these Articles.

Intimation to Depository: Notwithstanding anything contained in the Act or these Articles, where securities are dealt with in a Depository, the Company shall intimate the details of allotment of securities thereof to the Depository immediately on allotment of such securities.

Stamp duty on securities held on de-materialized form: No stamp duty would be payable on shares and securities held in dematerialized form in any medium as may be permitted by law including any form of electronic medium.

Applicability of the Depositories Act 1996: In case of transfer of shares, debentures and other marketable securities, where the Company has not issued any certificate and where such shares, debentures or securities are being held in an electronic and fungible form in a Depository, the provisions of the Depositories Act 1996 shall apply.

Company to recognize the rights of registered Holders as also the Beneficial Owners in the records of the Depository: Save as herein otherwise provided, the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share, as also the Beneficial Owner of the shares in the records of the Depository as the absolute owner thereof as regards receipt of dividends or bonus or service of notices and all or any other matters connected with the Company, and accordingly the Company shall not except as ordered by a Court of competent jurisdiction or as by law required be bound to recognize any benami trust or equity or equitable, contingent or other claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice thereof.

FORFEITURE, SURRENDER AND LIEN

If call or instalment not paid notice must be given: If any member fails to pay the whole or any part of any call or instalment or any money due in respect of any shares either by way of principal or interest on or before the day appointed for the payment of the

143 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

same, the Directors may, at any time thereafter during such time as the call or instalment or any part thereof or other moneys remain unpaid or a judgement or decree in respect thereof remains unsatisfied in whole or in part, serve a notice on such member or on the person (if any) entitled to the share by transmission requiring him to pay such call or instalment or such part thereof or other moneys as remain unpaid together with any interest that may have accrued and all expenses (legal or otherwise) that may have been incurred by the Company by reason of such non-payment.

Terms of notice: The notice shall name a day (not being less than 14 days from the date of the notice) on or before which such call, instalment or such part or other moneys as aforesaid and such interest and expenses as aforesaid are to be paid, and if payable to any person other than the Company, the person to whom such payment is to be made. The notice shall also state that in the event of non payment on or before the time and (if payable to any person other than the money) to the person appointed the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

In default of payment shares to be forfeited: If the requirement of any such notice as aforesaid shall not be complied with, any of the shares in respect of which such notice has been given, may at any time thereafter, before payment of all calls or instalments, interest and expenses or other moneys due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.

Entry of forfeiture in Register of Members: When any share shall have been so forfeited, an entry of the forfeiture with the date thereof shall be made in the Register of Members.

Forfeited shares to be property of the Company and may be sold etc. Any share so forfeited shall be deemed to be the property of the Company and may be sold, re-allotted or otherwise disposed of either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.

Power to annul forfeiture: The Directors may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of annul the forfeiture thereof upon such conditions as they think fit.

Member still liable to pay money owing at the time of forfeiture and interest: Any member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company all calls, instalments, interest, expenses and other moneys owing upon or in respect of such shares at the time of the forfeiture together with the interest thereon from the time of the forfeiture until payment at such rate not exceeding 15 per cent per annum as the Directors may determine and the Directors may enforce the payment of the whole or a portion thereof if they think fit but shall not be under any obligation to do so.

Surrender of shares: The Directors may subject to the provisions of the Act accept a surrender of any share from or by any member desirous of surrendering shares of the Company on such terms, as they think fit.

Company’s lien on shares/debentures: The Company shall have a first and paramount lien upon all the shares/debentures (other than fully paid-up shares/debentures) registered in the name of each member (whether solely or jointly with others) and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall be created except upon the footing and condition that this Article will

144 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM

have full effect. And such lien shall extend to all dividends and bonuses from time to time declared in respect of such shares/debentures. Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a waiver of the Company's lien if any, on such shares/debentures. The Directors may at any time declare any shares/debentures wholly or in part to be exempt from the provisions of this clause.

As to enforcing lien by sale: For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they shall think fit, but no sale shall be made (until such period as aforesaid shall have arrived) and until notice in writing of the intention to sell shall have been served on such member or the person (if any) entitled by transmission to the share and default shall have been made by him in payment, fulfillment or discharge of such debts, liabilities or engagements for seven days after such notice. To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in any such transfer. Upon any such sale as aforesaid, the certificates in respect of the shares sold shall stand cancelled and become null and void and of no effect and the Directors shall be entitled to issue a new certificate or certificates in lieu thereof to the purchaser or purchasers concerned.

Application of proceeds of sale: The net proceeds of any such sale after payment of the costs of such sale shall be applied in or towards the satisfaction of such debts, liabilities or engagements of such members and the residue (if any) paid to such member or the person (if any) entitled by transmission to the shares so sold.

Certificate of Forfeiture: A certificate in writing under the hands of a Director, that the call in respect of a share was made, and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was made by a resolution of the Directors to that effect, shall be conclusive evidence of the fact stated therein as against all persons entitled to such share.

Title of purchaser and allottee of forfeited shares: The Company may receive the consideration, if any, given for the share on any sale, re-allotment or other disposition thereof and the person to whom such shares is sold, re-allotted or disposed of may be registered as the holder of the share and shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by irregularity or invalidity in the proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the share.

TRANSFER AND TRANSMISSION OF SHARES

Register of Transfer: The Company shall keep a book to be called the “Register of Transfers” and therein shall be fairly and distinctly entered the particular of every transfer of transmission of any share.

Instrument of Transfer: The instrument of transfer shall be in writing and all provisions of Section 108 of the Companies Act, 1956 and statutory modification thereof for the time being shall be duly complied with in respect of all transfer of shares and registration thereof.

Application for Transfer: (1) An application for the registration of a transfer of the shares in the Company may be made either by the transferor or the transferee.

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(2) Where the application is made by the transferor and relates to partly paid 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.

(3) For the purpose of Sub-clause (2) above, notice to the transferee shall be deemed to have been duly given if it is dispatched by pre-paid registered post to the transferee at the address given in the instrument of transfer and shall be deemed to have been duly delivered at the time at which it would have been delivered in the ordinary course of post

To be executed by transferor and transferee: Every such instrument of transfer shall be signed both by the transferor and the transferee and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register of Members in respect thereof.

Transfer not to be registered except on production of instrument of transfer: The Company shall not register a transfer of shares in the Company unless 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 along with the certificate is in existence, along with the no such share certificate is in existence, along with the letter of allotment of the shares. Provided that where on an application in writing made to the Company by the transferee and bearing the stamp required for an instrument of transfer it is proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferees has been lost, the Company may register the transfer on such terms as to indemnify as the Board may think fit, provided further that nothing in this Article shall prejudice any power of the Company to register as shareholder any person to whom the right to any shares in the Company has been transmitted by operation of law.

Subject to the provisions of Section 111A, the shares or debentures and any interest therein of the Company shall be freely transferable.

The provisions of this section shall not restrict the right of a holder of shares or debentures, to transfer such shares or debentures and any person acquiring such shares or debentures shall be entitled to voting rights unless the voting rights have been suspended by an order of the Company Law Board.

Notice of refusal to be given to transferor and transferee: The provisions of Section 111 of the Companies Act, 1956, regarding powers to refuse Registration of Transfer and appeal against such refusal should be adhered to. Provided that registration of 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 when the company has a lien on the shares. Transfer of shares/debentures in whatever lot shall not be refused.

Transfer by legal representative: A transfer of a share in the Company of a deceased member thereof made by the legal representative shall, although the legal representative is not himself a member, be as valid as if he had been a member at the time of the death of such member.

Custody of Transfer: The instrument of transfer shall after registration be retained by the Company and shall remain in its custody. All instruments of transfer which the Directors may decline to register shall on demand be returned to the persons depositing

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the same. The Directors may cause to be destroyed all transfer deeds lying with the Company for a period of ten years or more.

Closure of transfer books: The Directors shall have the power, on giving not less than seven days previous notice by advertisement as required by section 154 of the Act, to close the Register of Members and transfer books of the Company for such period or periods of time not exceeding in the whole 45 days in each year but not exceeding 30 days at a time, as they may deem fit.

Title to shares and deceased holders: The executors or administrators of a deceased member or a holder of a Succession certificate (whether European, Hindu, Mohammedan, Parsi or otherwise not being one of two or more joint holders) shall be the only person whom the Company will be bound to recognize as having any title to the shares registered in the name of such member and the Company shall not be bound to recognize such executors or administrators unless such executors or administrators shall have first obtained Probate or Letters of Administration as the case may be, from a duly Constituted Court in India, provided that in any case where the Directors in their absolute discretion think fit, the Directors may dispense with the production of Probate or Letter of Administration or Succession Certificate and under the next Article, register the name of any person who claims to be absolutely entitled to the share standing in the name of a deceased members, as a member.

Registration of persons entitled to shares otherwise than by transfer (Transmission Clause): Subject to the provisions of the Act and these Articles, any person becoming entitled to any share in consequence of the death, lunacy, bankruptcy or insolvency of any member or by any lawful means, other than by transfer in accordance with these presents may, with the consent of the Directors (which they shall not be under any obligation to give) upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of his title as the Directors shall require either be registered as a member in respect of such shares or elect to have some person nominated by him and approved by the Directors registered as a member in respect of such shares. Provided nevertheless that if such person shall elect to have his nominee registered he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provision herein contained and until he does so he shall not be freed from any liability in respect of such shares. This Clause is herein referred to as the Transmission Clause.

Refusal to register nominee: Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse to register a person entitled by transmission to any shares or his nominee as if he were transferee named in an ordinary transfer presented for registration.

Board may require evidence of transmission: Every transmission of a 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 so verified or until or unless an indemnity be given to the Company with regard to such registration which the Directors at their discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the Company or the Directors to accept any indemnity.

Company not liable for disregard of a notice prohibiting registration of transfer: The Company shall incur no liability or responsibility whatsoever in consequence of their registering or giving effect to any transfer of shares made, or purporting to be made by any apparent legal owner thereof (as shown or appearing in the Register of Members) to

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the prejudice of persons having or claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company may have had notice of such transfer and may have entered such notice or referred thereto in any book of the Company and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to them of any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting to do of though it may have been entered or referred to in some book of the Company but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereof, if the Directors shall so think fit.

No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and Letters of administration, Certificate of Death or Marriage, Power of Attorney or similar other document.

Chairman of Directors of Vice-Chairman or a Director to be Chairman of General Meeting: (a) The Chairman (if any) of the Board of Directors shall, if willing, preside as Chairman at every General Meeting, whether Ordinary or Extraordinary, but if there be no such Chairman, or in case of his absence or refusal, the Vice Chairman (if any) of the Board of Directors shall, if willing, preside as Chairman at such meeting and if there be no such Vice-Chairman or in case of his absence or refusal, some one of the Directors (if any be present) shall be chosen to the Chairman of the meeting.

In case of their absence or refusal a member may act: (b) If at any meeting a quorum of members shall be present, and the Chair shall not be taken by the Chairman of the Board or by the Vice-Chairman or by a Director at the expiration of fifteen minutes from the time appointed for holding the meeting or if before the expiration of that time all the Directors shall decline to take the Chair, the members present shall choose one of their number to the Chairman of the meeting.

Business confined to election of Chairman whilst Chair vacant: No business shall be discussed at any General Meeting except the election of a Chairman whilst the Chair is vacant.

Chairman with consent may adjourn meeting: The Chairman with the consent of any meeting at which a quorum is present, may adjourn any meeting from time to time.

DIVIDENDS:

Division of profit: The profits of the Company subject to any special rights relating thereto created or authorized to be created by the Memorandum or these Articles and subject to the provisions of these Articles shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively. Provided always that (subject as aforesaid) any capital paid-up on a share during the period in respect of which a dividend is declared shall unless the Directors otherwise determine only entitle the holder of such share to an apportioned amount of such dividend as from the date of such payment.

Capital paid up in advance interest not to earn dividend: Where capital is paid up in advance of calls upon the footing that the same shall carry interest, such capital shall not, whilst carrying interest, confer a right to participate in profits.

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Dividends in to amount proportion paid up: The Company may pay dividends in proportion to the amount paid-up or credited as paid-up on each share, where a large amount is paid-up or credited as paid-up on some shares than on others.

The Company in General Meeting may declare dividend: The Company in General Meeting may subject to section 205 of the Act declare a dividend to be paid to the members according to their respective rights and interest in the profits and subject to the provisions of the Act may fix the time for payment. When a dividend has been so declared, the warrant in respect thereof shall be posted within thirty days from the date of the declaration to the shareholders entitled to the payment of the same.

Power of Directors to limit dividends: No larger dividend shall be declared than is recommended by the Director but the Company in General Meeting may declare a smaller dividend. No dividend shall be payable except out of the profits of the Company for that year or any other undistributed profits or otherwise than in accordance with the provisions of Section 205, 206 and 207 of the Act and no dividend shall carry interest as against the Company. The declaration of the Directors as to the amount of the net profit of the Company shall be conclusive.

Interim Dividend: Subject to the provisions of the Act, the Directors may from time to time, pay to the members such interim dividends as in the judgement the position of the Company justifies.

Retention of dividends until completion of transfer under Article 77: Subject to the provisions of the Act, the Directors may retain the dividends payable upon shares in respect of which any persons is under Article 77 hereof, entitled to become a member or which any person under that Article is entitled to transfer until such person shall become a member in respect of such shares or shall duly transfer the same.

No member to receive dividend whilst indebted to the company and company’s right to reimbursement thereof: Subject to the provisions of Act, no member shall be entitled to receive payment of any interest or dividend in respect of his share or shares, whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise, howsoever either alone or jointly with any other persons; and the Directors may deduct from the interest or dividend payable to any member all sums of money so due from him to the Company.

Transfer of Shares must be registered: A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer.

Dividend how remitted: Unless otherwise directed, any dividend may paid by cheque or warrant sent through post to the registered address of the member or person entitled to in case of joint holders to that one of them first named in the register in respect of the joint holding. Every such cheque shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person entitled thereto by the forged endorsement of any cheque or warrant or the fraudulent or improper recovery thereof by any other means.

Unpaid/Unclaimed dividend: Where the Company has declared a dividend but which has not been paid or the dividend warrant in respect thereof has not been posted within 30 days or such other period as prescribed by the provisions of the Companies Act, 1956 including any statutory modification or amendment thereof, from the date of declaration to any shareholder entitled to the payment of the dividend, the Company shall within 7 days from the date of expiry of the said period of 30 days, open a special account in that

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behalf in any scheduled bank called "Unpaid Dividend of _____ Limited" and transfer to the said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant has been posted.

Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the Company to the Investor Education and protection Fund established by the Central Government.

No unclaimed or unpaid dividend shall be forfeited by the Board.

Dividend and call together; Set off allowed:Any General Meeting declaring a dividend may make a call on the members for such amount as the meeting fixes, but so that the call on such member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend, and the dividend, may, if so arranged between the Company and the members, be set off against the calls.

CAPITALISATION:

1) Any General Meeting may resolve that any amount standing to the credit of the share premium account or the capital redemption reserve account or any moneys, investments or other assets forming part of the undivided profits (including profits or surplus moneys arising from the appreciation in value of any capital assets of the Company) standing to the credit of the Reserve, General Reserve or any Reserve Fund or any other Fund of the Company or in the hands of the Company available for dividend be capitalized. a) by the issue and distribution as fully paid-up of shares, debentures, debenture stock, bonds or other obligations of the Company or b) by crediting shares of the Company which may have been issued and are not fully paid-up, with the whole or any part of the sum remaining unpaid thereon.

Provided that any amounts standing to the credit of the share premium account or the capital redemption reserve account shall be applied only in crediting the payment of capital on shares of the Company to be issued to members (as herein provided) as fully paid bonus shares.

2) Such issue and distribution under (1)(a) above and such portion of the profits to Reserve, General Reserve, or Reserve made to among and in favour of the members or any class of them or any of them entitled thereto and in accordance with their respective rights and interest and in proportion to the amount of capital paid-up on shares held by them respectively in respect of which such distribution under (1) (a) or payment under (1)(a) above shall be made on the footing that such members become entitled thereto as capital.

3) The Directors shall give effect to any such resolution and apply such portion of the profits to Reserve, General Reserve, or Reserve Fund or any other Fund or Account as aforesaid as may be required for the purpose of making payment in full for the shares, debentures or debenture stock, bonds or other obligations of the Company so distributed under (1)(a) above or (as the case may be) for the purpose of paying, in whole or in part, the amount remaining unpaid on the shares which may have been issued and are not fully paid up under (1) (b) above, provided that no such distribution or payment shall be made unless recommended by the Directors and if so recommended such distribution or payment shall be accepted by such members as aforesaid in full satisfaction of their interest in the said capitalized sum.

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4) For the purpose of giving effect to any such resolution the Directors may settle any difficulty which may settle any difficulty which may arise in regard to the distribution or payment as aforesaid as they think expedient and in particular they may issue fractional certificates and may fix the value for distribution or any specific assets and may determine that cash payments to made to any members on the footing of the value so fixed and may vest any such cash, shares, debentures, debentures stock bonds, or other obligations in trustees upon such trust for the persons entitled thereto as may seem expedient to the Directors and generally may make such arrangements for the acceptance, allotment and sale of such shares, debentures, debentures stock bonds or obligations and fractional certificates or otherwise as they may think fit.

5) Subject to the provisions of the Act and these Articles, in cases where some of the shares of the Company are fully paid and others are partly paid only such capitalization may be effected by the distribution of further shares in respect of the fully paid shares, and by crediting the partly paid shares with the whole or part of the unpaid liability thereon but so that as between the holders of the fully paid shares, and the partly paid shares the sum so applied in the payment of such further shares and in the extinguishment of diminution of the liability on the partly paid shares shall be so applied pro rata in proportion to the amount on them already paid or credit as paid on the existing fully paid and partly paid shares respectively.

6) Where deemed requisite, a proper contract shall be filed in accordance with the Act and the Board may appoint any person to sign such contract on behalf of the members entitled as aforesaid and such appointment shall be effective.

WINDING UP:

If the Company shall be wound up and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that as early as may be, the losses shall be borne by the members in proportion to the capital paid-up, or which ought to have been paid-up, at the commencement of the winding up, on the shares held by them respectively. And if in winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid-up or which ought to have been paid-up on the shares held by them respectively. But this Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

Distribution of Assets:

Distribution specie or kind:

1) If the Company shall be wound up, whether voluntarily on otherwise, the liquidator may with the sanction of a special resolution divide amongst the contributories, in specie or kind any part of the assets sanction, vest any part of the assets of the Company in Trustees upon such trust for the benefit of the contributories, or any of them, as the liquidators, with the like sanction shall think fit.

2) If thought expedient such division may subject to the provisions of the Act be otherwise than in accordance with the legal rights of the contributories (except where unalterably fixed by the Memorandum of Association) and in particular any class may be given preferential or special rights or may be excluded altogether or in part but in case any

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division otherwise than in accordance with legal rights of the contributories shall be determined on, any contributory who would be prejudiced there by shall have a right to dissent and ancillary rights as if such determination where a special resolution passed pursuant to Section 494 of the Act.

3) In case any shares to be divided as aforesaid involve a liability to calls or otherwise any person entitled under such division to any of the said shares may within ten days after the passing of the special resolution by notice in writing direct the liquidators to sell his proportion and pay him the net proceeds and the liquidators shall if practicable, act accordingly.

Right of shareholders in case of sale: A special resolution sanctioning a sale to any other company duly passed pursuant to Section 494 of the Act may subject to the provisions of the Act in like manner as aforesaid determine that any shares or other consideration receivable by the liquidators be distributed amongst the members otherwise than in accordance with their existing rights and any such determination shall be binding upon all the members subject to the rights of dissent and consequential rights conferred by the said sanction.

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XVIII DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of the Company on any working day (i.e. Monday to Friday and not being a bank holiday in Mumbai) between 3.00 p.m. and 5.00 p.m. upto seven days from the date of filing of this Information Memorandum with the Stock Exchanges:

1. Memorandum and Articles of Association, as amended till date.

2. Certificate of Incorporation and Fresh Certificates of Incorporation consequent upon changes of name of the Company issued by the Registrar of Companies, Maharashtra, Mumbai.

3. Scheme of Arrangement between the Company and Hinduja TMT Limited and their respective shareholders and Creditors.

4. Orders of the Hon’ble High Court of Judicature at Bombay, dated 23rd February 2007 sanctioning the Scheme of Arrangement under Sections 100, 391-394 of the Companies Act, 1956.

5. Letter under Clause 24(f) of the Listing Agreement bearing reference number DCS/SJK/RCG/AJ/2006/500189 dated 29th September 2006 of BSE approving the Scheme.

6. Letter under Clause 24(f) of the Listing Agreement bearing reference n u mb e r NSE/ LIST / 32059A d a t e d 3 0 th October 2006 of NSE approving the Scheme.

7. Tripartite agreement between the Company, Sharepro Services (India) Private Limited (Registrars and Transfer Agents) and NSDL dated 12th April 2007.

8. Tripartite agreement between the Company, Sharepro Services (India) Private Limited (Registrars and Transfer Agents) and CDSL dated 9th April 2007.

9. SEBI letter CFD/DIL/NB/NB/95345/2007 dated 5th June 2007, granting relaxation from the applicability of the provisions of Regulation 19(2)(b) of the Securities Contract (Regulations) Rules, 1957, under Clause 8.3.5 of SEBI (DIP) Guidelines, 2000 for listing of the Equity Shares of the Company.

10. Resolution for appointment of Manager.

11. Return of Allotment filed by the Company for allotment of Shares pursuant to the Scheme.

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XIX DECLARATION

To the best of the knowledge and belief of the Board of Directors of the Company, all statements made in this Information Memorandum are true and correct.

Signed on behalf of the Board of Directors For HTMT Global Solutions Limited

Director Place: Mumbai Date: 5th June 2007

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