MIRA INFORM REPORT

Report Date :

13.11.2007

IDENTIFICATION DETAILS

Name :	ARICENT TECHNOLOGIES (HOLDINGS) LIMITED
Formerly Known as:	KAPPA INVESTMENTS LIMITED
Registered Office :	Apartment 5D, No.10, Bhagwandas Road, New Delhi – 110 001
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	14.06.2006
Com. Reg. No.:	149728
CIN No.: [Company Identification No.]	U65993DL2006PLC149728
TAN No.: [Tax Deduction & Collection Account No.]	DELH01356F / CHEF00030C
PAN No.: [Permanent Account No.]	AACCK8280B
Legal Form :	A Closely held Public Limited Company
Line of Business :	Subject is engaged in the business of Designing of Software, Hardware and Programmes.

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 93974084
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	This is a part of Aricent, USA, a multinational company. Trade relations are fair. Client baser is strong. Trade relations are fair. Nothing adverse reported. Payments are usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	Apartment 5 D, No.10, Bhagwandas Road, New Delhi – 110 001
E-Mail :	sunil.choudhury@aricent.com
Website :	http://www.aricent.com
Head Office :	18/1, Outer Ring Road, Panathur Post, Bangalore – 560 087, India
Tel. No.:	91-80-41067000
Fax No.:	91-80-41266501
Administrative Office :	5, Jain Mandir Marg, Connaught Place, New Delhi -001 001
Tel. No.:	91-11-23340759
Fax No.:	91-11-23747338
E-Mail :	pankaj5.gupta@aricent.com
Website :	www.aricent.com
Corporate Office :	3460 Hillview Avenue, palo Alto, CA 94304 -1388, USA
Tel. No.:	1-650 391 1088
Fax No.:	1-650 391 1089
E-Mail :	Info@Aricent.com Business@Frogdesign.com Support@Aricent.com Aliances@Aricent.com
Branches :	Located at · New Delhi Office Address: Plot No.31, Electronic City, Sector 18, Gurgaon – 122 015, Haryana Tel No: 91-124-2346666 Fax No: 91-124-2455100 · China · Finland · Germany · India · Singapore · South Africa · Sweden · Taiwan · Ukraine · United kingdom · Japan · Korea

DIRECTORS

Name :	Mr. Ciccu Mukhopadhaya
Designation :	Director
Address :	Apartment 5 D, No.10, Bhagwandas Road, New Delhi – 110 001
Date of Birth/Age :	24.10.1959
Name :	Mr. Chandrashekhar Govindan Tampi
Designation :	Director
Address :	Amulya, Giri Bhavan, Sreerangom lane, sasthamangalam, Thiruvananthapuram – 695 010, Kerala
Date of Birth/Age :	16.05.1973
Name :	Mrs. Jaya Singhania
Designation :	Director
Address :	“Pashani”, 105, Laxmi Nagar, Wardha, Mumbai – 442 001, Maharashtra
Date of Birth/Age :	17.02.1966
Name :	Mr. Adesh Goyal
Designation :	Additional director
Address :	C -4/45, Palam Vihar, Gurgaon – 122 017, Haryana
Date of Birth/Age :	11.05.1963
Date of Appointment :	08.12.2006
Name :	Mr. Mohapatra Manoranjan
Designation :	Director
Address :	House No. C -121, Belvedere Towers, DLF Phase –II, Gurgaon – 122 002, Haryana
Date of Birth/Age :	01.04.1962
Date of Appointment :	08.12.2006
Name :	Mr. Vimal Khanna
Designation :	Director
Address :	G -1, Jangpura Extension, New Delhi – 110 014, Delhi
Date of Birth/Age :	02.01.1957
Date of Appointment :	10.08.2006
Name :	Mr. Sunil Kumar Choudhary
Designation :	Manager
Address :	A -94, Regency Park –I, DLF, Phase IV, DLF City, Gurgaon – 122 002, Haryana
Date of Birth/Age :	20.06.1970
Date of Appointment :	15.01.2007

KEY EXECUTIVES

Name :	Mr. Sunil Kumar Choudhary
Designation :	Secretary
Address :	A -94, Regency Park –I, DLF, Phase IV, DLF City, Gurgaon – 122 002, Haryana
Date of Birth/Age :	20.06.1970
Date of Appointment :	15.01.2007

SHAREHOLDING PATTERN

Equity Shares Breakup (Percentage of Total Equity):

Sr No.	Category	Percentage
1	Foreign Holdings (Foreign Institutional Investor(s), Foreign Companie(S), Foreign Financial Institution(s), Non Resident Indian(s) Or Overseas Corporate Bodies Or Others	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of dsigning of Software, Hardware and Programmes.

GENERAL INFORMATION

Bankers :

· IL and Fs Trust Company Limited Address: Il and FS Financial centre, Plot No. C22 G Block Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra Email ID: adrish.gosh@ilfsindia.com

Banking Relations :	---
Auditors :
Name :	Deloitte Haskins and sells Chartered Accountants
Address :	3^rd Floor, MCT House, One Okhla Centre, New Delhi – 110 025
Holding company:	Aricent Holdings Mauritius limited
Associates/Subsidiaries :	· Flextronics Software Systems Limited · Tenet Technologies Inc USA · Tenet Software Limited UK · Future Software Limited · Aricent Japan Limited · Aricent UK Limited · Aricent Communication US Inc · Aricent Technologies (Beijing) Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
1640000000	Equity shares	Rs. 10/- each	Rs.16400.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1514286799	Equity shares	Rs. 10/- each	Rs.15142.867millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007
SHAREHOLDERS FUNDS
1] Share Capital		15142.867
2] Share Application Money		0.000
3] Reserves & Surplus		8380.800
4] (Accumulated Losses)		[30.146]
NETWORTH		23493.521
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		23493.521
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.000
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERREX TAX ASSETS		23492.985
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	0.664
	Other Current Assets	0.002
	Loans & Advances	0.016
Total Current Assets		0.682
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	0.146
	Provisions	0.000
Total Current Liabilities		0.146
Net Current Assets		0.536
MISCELLANEOUS EXPENSES		0.000
TOTAL		23493.521

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007
Sales Turnover		0.000
Other Income		0.072
Total Income		0.072
Profit/(Loss) Before Tax		[30.146]
Provision for Taxation		0.000
Profit/(Loss) After Tax		[30.146]
Expenditures :
	Payment to Auditors	0.134
	Other Expenditure	30.084
Total Expenditure		30.218

KEY RATIOS

PARTICULARS		31.03.2007
PAT / Total Income	(%)	[41869.44]
Return on Total Assets (PBT/Total Assets}	(%)	[4420.23]
Return on Investment (ROI) (PBT/Networth)		[0.00]
Debt Equity Ratio (Total Liability/Networth)		0.00
Current Ratio (Current Asset/Current Liability)		4.67

LOCAL AGENCY FURTHER INFORMATION

FORM 8:-

Corporation identity number or foreign company registrations number of the company	U65993DL2006PLC149728
Name of the company	Kappa Investment Limited
Address	Apartment 5D, No.10, Bhagwandas Road, New Delhi – 110 001
This Form is for	Creation of charge
Type of Charges	Hypothecation
Particular of the charge holder	IL and Fs Trust Company Limited Address: Il and FS Financial centre, Plot No. C22 G Block Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra Email ID: adrish.gosh@ilfsindia.com
Nature or description of the instrument creating charge	Deed of hypothecation
Date of the instrument creating charge	01.09.2006
Amount Secure by the charge	Rs. 3026.656 millions

WEBSITE DETAILS:

Subject is a global leader in communications software, providing strategic solutions that empower billions of people. By delivering the best and most innovative communications software in the industry, they're helping their clients change the world.

Being a global leader means more than just having offices and clients across continents. It means demanding excellence, driving innovation and demonstrating the highest degree of integrity throughout the entire organization. Subject has a uniquely talented team of designers, consultants and engineers who know what it takes to solve the most complex, high-impact challenges faced by their clients—the world's leading communications equipment manufacturers, device manufacturers and service providers. By focusing exclusively on communications software, they provide the greatest depth and breadth of services and products to meet their clients' needs—from strategic design to implementation in the field.

Subject has a new name but a long history of leadership in the global communications software marketplace. From a small software development division of Hughes Electronics Corporation created 15 years ago, they've grown into a 6,700-person organization with offices worldwide. Throughout the years they've expanded by uniting complementary companies into one organization to provide the greatest strategic value to their clients.

Today, Subject is the world's leading independent communications software company with an extensive portfolio of services and products. In 2006, private equity firm KKR purchased a majority interest in the company from Flextronics, who still retains a minority ownership position. With corporate offices in Palo Alto, California, USA, Subject also has offices in the USA, China, Finland, Germany, Sweden, India, Italy, Japan, Korea, South Africa, Ukraine, and the United Kingdom.

Subject provides design, consultancy and development skills to the world's leading communications companies, including:

· 9 of the top 10 telecommunications equipment suppliers

· 8 of the top 10 mobile phone manufacturers; and

many of the world's major global service providers.

· Alcatel-Lucent

· Anritsu

· Avaya

· BenQ-Siemens

· Bharti Airtel Limited

· Broadcom Corporation

· Cisco Systems, Inc.

· Comverse

· Coppercom

· Ericsson

· Fiberhome

· Garmin International Inc.

· HTC Corporation

· Hughes Network Systems

· Infineon Technologies, AG

· Inmarsat

· Italtel

· Juniper Networks

· Lenovo

· LG Electronics, Inc.

· Marconi Corporation plc

· Marvell Semiconductor, Inc.

· Motorola, Inc.

· NEC Electronics Corporation

· Nera Networks

· Newport Networks Limited

· Nokia

· Nortel Networks Corporation

· OKI Electric Industry Company, Limited

· Palm, Inc.

· Panasonic

· Polycom, Inc.

· Samsung Electronics Company, Limited

· Sony Ericsson Mobile Communications

· Sprint Nextel

· Sylantro Systems Corporation

· Tekelec

· Telefónica S.A.

· Texas Instrument, Inc.

· Veraz Networks

· Vodafone

Subject is a full-service, full-spectrum communications software company. Subject offers software services and products that enable the world's leading communications equipment manufacturers, device manufacturers and service providers to improve time-to-revenue and maximize efficiency.

Owned by Kohlberg Kravis Roberts and Company, Sequoia Capital and Flextronics International Limited, Subject has more than 350 clients worldwide, including Airtel, Alcatel-Lucent, Cisco Systems, Ericsson, Inmarsat, Juniper, Motorola, NEC, Nokia, Samsung, Sony Ericsson, Texas Instruments, Virgin Mobile and Vodafone.

Ashish (Ash) Bhardwaj

Chief Executive Officer

Ash has a long track record of success in building high growth businesses to address emerging markets. Over an 18-year period, he was instrumental in driving Flextronics' revenue growth from less than $100 million a year to over $15 billion annually. Ash has been the CEO of Subject since the summer of 2005.

Prior to assuming the CEO role, he was President of Original Design Manufacturing and Design Services at Flextronics. In this position, Ash formulated Flextronics' software development and solutions strategy and acquired and merged the various businesses that compose Aricent. Previously, Ash was President of Worldwide Sales and Strategic Accounts at Flextronics, where he successfully established and grew the company's most important customer relationships. Prior to running the global sales organization, Ash was President of Flextronics Asia-Pacific based out of Hong Kong. After quickly recognizing the manufacturing opportunity in Asia, Ash established operations in South China, and expanded Flextronics' operations into North China, India, Japan, and Malaysia. Ash holds a BSEE from the Thapar Institute of Engineering (India) and an MBA from Southeastern Louisiana University (USA).

Sanjay Dhawan

President and Chief Operating Officer

Sanjay demonstrates the rare ability to recognize and realize new business opportunities when markets and technologies are in transition. He has driven the success of both large companies and start-ups, and he is a highly successful serial entrepreneur. As President and Chief Operating Officer of Subject, Sanjay is responsible for its software business units, sales organization, strategic business initiatives, and a variety of corporate functions.

Sanjay was named President and Chief Operating Officer of Aricent in October 2007. He joined Aricent in 2006 as its Chief Strategy Officer, a role in which he was responsible for company strategy and several business units. Prior to joining Aricent, Sanjay was Chairman, CEO, and Co-Founder of Inkra Networks, which defined the virtual networking market segment through its highly acclaimed product lines. Before starting Inkra, Sanjay was Vice President of Business Development at Netopia, a leader in DSL access products. He fueled rapid growth at Netopia by focusing on sales to service providers in Europe and Asia. Sanjay joined Netopia when it acquired StarNet Technologies, which Sanjay co-founded and led as its President and CEO. StarNet was the pioneer in Voice-Over-DSL technology. Prior to building StarNet, Sanjay oversaw the Systems Engineering Business Unit at Advanced Micro Devices (AMD). Sanjay has authored several networking-related publications, including two books on data networking. He has led several industry consortiums and has chaired IEEE 802 and ANSI X3T9 standards sub-groups. Sanjay holds a MSc degree in Electrical Engineering from Brunel University, England, and a BS degree in Electronics and Communications from REC Kurukshetra, India.

Duncan Robertson

Chief Financial Officer

Duncan has been the financial and operational architect of success at start-ups, growth stage firms and multi-billion dollar companies. Duncan has been the Chief Financial Officer of Subject since the summer of 2005.

Duncan was responsible for the execution of Flextronics' software and solutions strategy at a transactional level. As a result, Duncan initiated acquisition explorations and was responsible for closing all nine of the transactions that would lead to the creation of Aricent. Previously, he was Vice President of Finance and Investor Relations for Flextronics. Simultaneously, Duncan continued to oversee Flextronics' product development functions as interim Senior Vice President of Design Services. Prior to his career at Flextronics, Duncan was Chief Financial Officer of Sensory, Inc., a semiconductor and software start-up. He worked closely with Sensory's top-tier venture capital investors to bring financial discipline and market focus to the young company. Prior to Sensory, Duncan was Vice President of Finance of Orbit Semiconductor and Dii after it acquired Orbit. He holds a Bachelor of Commerce degree from the University of Cape Town (South Africa) and an MBA from the University of Chicago, Graduate School of Business (USA).

Doreen Lorenzo

President and Chief Operating Officer, frog design

Doreen has been a driving force in improving the way people worldwide experience products and services. For over a decade, she has been critical to frog design's success and growth, both organizationally and financially.

Prior to becoming President and COO in September 2006, Doreen was Chief Operating Officer of frog design. In this role, she was instrumental in transforming frog design from a traditional design boutique to the world's leading creative consulting firm. Under Doreen's leadership, frog established broad-based relationships with AT&T, Disney, General Electric, HP, Microsoft, Motorola, Nextel, T-Mobile, and many other Fortune 500 clients. Previously, Doreen was Director of Marketing Communications and Internet Marketing for Power Computing, where she built an online marketing division that brought in millions of dollars a day in product sales—long before Internet retailing was commonplace. Before that, she spent many years as a communications consultant in the Bay Area, where she worked with a variety of top tier clients. Doreen holds a BA from the State University of New York, Stony Brook (USA) and an MS from Boston University's School of Communications.

Alex Ousatch

President, Aricent Eastern Europe

Alex has been an innovator in software development and an expert in launching new businesses in emerging markets for over 17 years. He is a serial entrepreneur with the rare ability to transform start-ups into sophisticated, large organizations. Alex became President of Aricent Eastern Europe in the summer of 2006.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.39.28
UK Pound	1	Rs.80.87
Euro	1	Rs.57.68

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	---
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		52

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions