IDSi Technologies India Pvt. Ltd SBC, Info Park, Kusumagiri P.

O, Kakkanad, Cochin 682 030

NOTICE TO MEMBERS Notice is hereby given that the Second Annual General Meeting of the shareholders of IDSi Technologies India Pvt. Ltd will be held on 30-092008 at 11 A. M at the Registered Office of the Company at IX/411-A, Kusumagirir, P.O, Kakkanad, Cochin 682 030, to transact the following business:AS ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2008 and the Directors Report and Auditors Report thereon. 2. To appoint M/s Kovoor & Company, Chartered Accountants, 2 A, Aroma Gardens, S.R.M Road, Cochin 18, the Retiring Auditors of the Company, as Auditors of the Company to hold the office from the conclusion of this meeting up to the conclusion of the next Annual General meeting to audit the account of 2008-2009 and to fix their remuneration.

By Order of the Board (sd\-) Vibin Priyesh Director

Note: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll to vote instead of himself, and such proxy need not be a member of the Company. 2. The instruments of the proxy for use of the meeting must be lodged at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting. Place : Cochin Date : 01-09-2008

IDSi Technologies India Pvt. Ltd IX/411-A, Kusumagirir, P.O, Kakkanad, Cochin 682 030

DIRECTORS REPORT The Board of Directors of the Company have pleasure in presenting the Second Annual Report together with the audited Balance Sheet of the Company as at 31st March 2008 and the Profit and Loss Account for the period ended 31.03.2008. OPERATIONAL RESULTS The Company was incorporated to carry on the consulting business in field of Information Technology , Geographic Information systems and Project Management Services. The total revenue of the company from software development during the period under review was 176,71,091.00 . The Net Profit after tax for the year amounted to Rs 549,152.48. This has been retained in the business for further expansion and hence no dividend distribution is proposed.

DIRECTORS The Directors in office at the end of the year were Mr. Daniel ,Mr. Vibin Priyesh and Mrs.Elizabeth Thomas. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange earnings of the Company during the year was Rs 176,71,091.00. The Company does not have does not had any Foreign Exchange outgo during the current year.

EMPLOYEES EARNINGS UNDER THE PROVISIONS OF SEC 217(A) OF THE COMPANIES ACT 1956 There were no business operations for the period and there were no employees for the Company who received Rs. 24,00,000 per annum, employed during the whole of the year or Rs. 2,00,000 per month who were employed for part of the year. PARTICULARS OF ENERGY CONSERVATION AND TECHNOLOGY ABSORBTION As the company does not carry on manufacturing activities, the disclosure requirement as to the conservation of energy and technology

absorption as per the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 is not applicable to the company.

AUDITORS The Auditors of the Company, M/s. Kovoor & Company, Chartered Accountants, Ernakulam retire at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 217(2AA) OF THE COMPANIES ACT 1956 As per the provisions of sec 217(2AA) of the Companies Act, 1956, the Directors confirms that: The Financial statements are in full conformity with the requirements of the Companies Act 1956 and applicable accounting standards had been followed. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent as to give a true and fair view of the state of affairs of the company at the end of the financial period of the company The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with provisions of the Companies Act 1956 for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities The Directors have prepared the financial statements on a going concern basis

For and On behalf of the Board (sd\-) Vibin Priyesh Director Date: 01-09-2008 Place: Cochin

AUDITORS REPORT To The members of IDSi Technologies India Pvt. Ltd We have audited the attached Balance Sheet of IDSi Technologies India Pvt. LTD as at 31st March, 2008 and also the Profit and Loss Account for the period ended 31st March 2008. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 as to 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. Further we report that: 1. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit. 2. 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 the books. 3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account. 4. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts and notes thereon comply with the Accounting Standards prescribed under Section 211 (3C) of the Companies Act, 1956 and give a true and fair view.

5. On the basis of the written representations received from the Directors, as on 31st March 2008, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31.3.2007 from being

appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956. 6. In our opinion and to the best of our information and according to the explanations given to us, the accounts together with notes attached thereto give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India A) In the case of Balance Sheet of the state of affairs of the company as at 31st March, 2007. B) In the case of Profit and Loss Account, the profit of the Company for the period ended on that date. This report does not include a statement on the matters specified in paragraph 4 of the Companies (Auditors Report) order, 2003, issued by the Department of Company affairs, in terms of section 227(4A) of the Companies Act 1956, since in our opinion and according to the information and explanations given to us, the said order is not applicable the company.

For Kovoor & Co. Chartered Accountants (sd-) Jacob Kovoor Managing Partner Membership No. 15085 Place : Cochin Date : 01-09-2008

IDSi Technologies India Private Limited

X/411-A, Kusumagiry.P.O, Kakkanad

Balance Sheet as on 31.03.2008 Particulars SOURCES OF FUND Share holders Fund Capital Reserves & Surplus Loan Fund Secured Loans Unsecured Loans 3 4 1,725,014.00 2,051,608.22 3,776,622.22 Nil 751,608.00 751,608.00 1 2 100,000.00 930,722.48 1,030,722.48 100,000.00 381,570.04 481,570.04 schedule Reference As on 31.03.08(in Rs.) As on 31.03.07(in Rs.)

Deferred Tax Liability

172,430.00

172,430.00 4,979,774.70

140,051.00 1,373,229.04

APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Current assets Loans & advances Sundry debtors Cash and Bank Balance Loans & Advances Software Development WIP

5 5,324,221.22 1,360,151.80 3,964,069.42 2,503,003.22 346,319.92 2,156,683.30

6 7 8

3,975,000.00 1,820.82 709,754.40 1,025,000.00 5,711,575.22 1,187,118.96 632,705.00 1,175,000.00 2,994,823.96

Less: Current Liabilities & Provisions Current Liabilities Provisions Net Current assets 9 10 4,375,869.94 320,000.00 1,015,705.28 3,695,978.22 82,300.00 (783,454.26)

4,979,774.70

1,373,229.04

As per our Report of even date attached For Kovoor & Co. Chartered Accountants

Sd Jacob Kovoor N Managing Partner Membership No.15085

Sd Daniel Mohan Director

sd Vibin Priyesh Director

Place : Cochin Date : 1.9.2008

IDSi Technologies India Private Limited

X/411-A,, Kusumagiry.P.O, Kakkanad Schedules Forming Part of Balance Sheet 31.03.08 Schedule-1 Share capital Autharised Share capital 50000 equity Shares of Rs.10/-Each Issued Subscribed & Paid up Share Capital 10000 equity Shares of Rs.10/-Each Schedule-2 Reseves & Surplus Profit & Loss Account Schedule-3 Secured Loan ICICI Vehicle Loan Union Bank Vehicle Loan SBT Bank Over Draft 31.03.2007

500,000.00

500,000.00

100,000.00 100,000.00

100,000.00 100,000.00

930,722.48 930,722.48

381,570.04 381,570.04

575,000.00 647,315.00 502,699.00

Nil Nil Nil

1,725,014.00 Schedule-4 Unsecured Loan Loan From Director Daniel Mohan Schedule-6 Sundry Debtors Debts outstanding for a period exceeding six months Other Debts Schedule-7 Cash and Bank Balance Bank accounts ICICI Bank. SBT Schedule-8 Loans & Advances Deposits Advances Schedule-9 Current Liabilities Creditors Expenses Payable Others Schedule-10 Provisions Current Tax FBT

2,051,608.22 2,051,608.22

751,608.00 751,608.00

Nil 3,975,000.00 3,975,000.00

Nil -

1,786.82 34.00 1,820.82

1,187,118.96 1,187,118.96

709,754.40 709,754.40

5,000.00 627,705.00 632,705.00

950,486.50 2,791,661.00 633,722.44 4,375,869.94

676,795.60 1,514,413.00 1,504,769.62 3,695,978.22

300,000.00 20,000.00 320,000.00

68,000.00 14,300.00 82,300.00

IDSi Technologies India Private Limited SBC, Infopark, Kusumagiry.P.O, Kakkanad Schedule-5 Particulars Rate As on 01/04/2007 Computers 40% 953,701.12 Gross Block Additions As on 31/03/08 As at 01.04.2007 233,553.60 24,404.81 53,874.65 32,592.53 1,894.33 346,319.92 Depreciation For the Tear 380,253.41 188,796.61 219,847.29 40,118.01 10,593.38 9,261.63 118,281.28 46,680.27 1,013,831.88 As at 31.03.2008 613,807.01 213,201.42 273,721.94 72,710.54 12,487.71 9,261.63 118,281.28 46,680.27 W.D.V As on As on 31.03.07 31/03/08 720,147.52 987,840.19 233,525.30 154,955.62 60,214.67 948,845.11 909,513.58 424,098.01 114,837.61 74,124.29 29,598.37 791,574.72 671,477.73

608,951.00 1,562,652.12 110,470.00 1,122,715.00 410,420.00 24,503.00 38,860.00 909,856.00 718,158.00 697,819.95 187,548.15 86,612.00 38,860.00 909,856.00 718,158.00

Furniture &Fittings 18.10% 1,012,245.00 Software 40% 287,399.95 187,548.15 62,109.00

Motor Van- Omni Van 26% Office Equipments 13.91% Motor Cycle Scorpio Tempo Traveller 26% 26% 26%

2,503,003.22

2,821,218.00 5,324,221.22

1,360,151.80 2,156,683.30 3,964,069.42

SIGNIFICANT ACCOUNTING POLICIES 1. The financial statements are prepared under historical cost convention in accordance with generally accepted Accounting Principles applicable in India. 2. Fixed Assets and Depreciation i) ii) Fixed Assets are stated at cost of acquisition less depreciation Depreciation is provided on the written down value method at the rates and in manner prescribed in Schedule XIV to the Companies Act, 1956.

3. Revenue Recognition Revenues are recognised when services are rendered and related costs are incurred.

NOTES TO ACCOUNTS

1. In accordance with the provisions of Sec. 217(1A) of the Companies Act, 1956, there were no employees in the company who was in receipt of Rs. 24,00,000/- per annum during the whole of the year or Rs. 2,00,000/- per month who was employed for the part of the year. 2. Since the Company does not carry any manufacturing activities the particulars regarding the conservation of energy, technology absorption are not applicable. 3. Software Development work-in-progress represents unbilled cost of software development as on 31.03.08.

4. The break up of Net Deferred Tax liability/Asset charged to Profit & Loss Account in accordance with Accounting Standard 22 on taxes on income is under:-Deferred Tax Liability /(Asset)

Timing difference on account of depreciation 5. Expenditure in foreign currency 6. Earning in foreign currency

-Rs 32,379.00 - Nil -Rs 1,76,71,091.00

7. Auditors Remuneration Statutory Audit Income Tax Matters Transfer Pricing Audit Rs 40,000 Rs 20,000 Rs 20,000

For Kovoor & Co. Chartered Accountants

JACOB KOVOOR N

Vibin Priyesh

Daniel Mohan

Managing Partner Membership No. 15085

Director

Director