MIRA INFORM REPORT

Report Date :

10.11.2012

IDENTIFICATION DETAILS

Name :	PRIZM PAYMENT SERVICES PRIVATE LIMITED (w.e.f. 31.03.2008)
Formerly Known As :	INTEGRATED MAINTENANCE AND SERVICES PRIVATE LIMITED
Registered Office :	Level 4, MPL Silicon Towers, 23/1 Velachery Tambaram Main Road, Pallikarnai, Chennai – 601302, Tamilnadu
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	12.09.2005
Com. Reg. No.:	18-057463
Capital Investment / Paid-up Capital :	Rs. 587.312 Millions
CIN No.: [Company Identification No.]	U72100TN2005PTC057463
TAN No.: [Tax Deduction & Collection Account No.]	CHEI05320A
PAN No.: [Permanent Account No.]	AABCI4082J
Legal Form :	Private Limited Liability Company
Line of Business :	Engaged in the Business Of Deployment, And Maintenance Of Automatic Teller Machines (ATM) And Point Of Sale Terminals (POS) And Allied Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (32)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2300000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The latest financial is missing from government department. However, from the previous year record there appears good improvement in performance capacity. Trade relations are reported to be fair. Business is active. Payments are unknown. The company can be considered for business dealings with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	Level 4, MPL Silicon Towers, 23/1 Velachery Tambaram main Road, Pallikarnai, Chennai – 601302, Tamilnadu, India
Tel. No.:	91-44-39807677
Fax No.:	Not Available
E-Mail :	kumad.maheshwari@prizmpayments.com sampath@opc.co.in vijayakumar.t@prizmpayments.com
Website :	http://www.prizmpayments.com
Corporate Office :	Silver Metropolis‚ 3rd Floor‚ Jai Coach Compound‚ Goregaon (E)‚ Mumbai-400063, Maharashtra, India
Tel. No.:	91-22-39541800
Fax No.:	91-22-39541850
Regional Office :	Located at: v New Delhi v Gujarat v Mumbai v Pune v Karnataka v Hyderabad v Kolkatta

DIRECTORS

AS ON 27.09.2012

Name :

Mr. Antony Loney

Designation :

Managing director

Address :

C/3001 30^th Floor Oberoi Sprins, Near Monginis Cake Factor, Link Road, Andheri West, Mumbai – 400053, Maharashtra, India

Date of Birth/Age :

23.02.1962

Qualification :

B.Com, ACA

Experience :

24 Years

Date of Appointment :

18.04.2008

PAN No.:

ABKPA2354C

DIN No.:

00003297

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51505KA2002PTC030815	EURONET SERVICES INDIA PRIVATE LIMITED	Managing director	24/07/2002	24/07/2002	31/03/2008	Active	NO
2	U72100TN2005PTC057463	PRIZM PAYMENT SERVICES PRIVATE LIMITED	Managing director	18/04/2008	17/04/2008	-	Active	NO
3	U72900TN2005PTC056584	OPC ASSET SOLUTIONS PRIVATE LIMITED	Director	30/09/2008	02/05/2008	01/10/2009	Active	NO
4	U65993TN2008PTC066061	WINVEST HOLDINGS ( INDIA ) PRIVATE LIMITED	Director	10/07/2009	05/05/2008	-	Active	NO

Name :

Mr. Chandrasekaharan Shyamsunder

Designation :

Whole-Time Director

Address :

C-3/2, 10^th Street, Anna Nagar East, Chennai – 600102, Tamilnadu, India

Date of Birth/Age :

10.11.1966

Qualification :

B.Com, ACA

Experience :

20 Years

Date of Appointment :

18.04.2008

PAN No.:

AACPS3670G

DIN No.:

00003613

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51505KA2002PTC030815	EURONET SERVICES INDIA PRIVATE LIMITED	Whole-time director	24/07/2002	24/07/2002	31/03/2008	Active	NO
2	U72100TN2005PTC057463	PRIZM PAYMENT SERVICES PRIVATE LIMITED	Whole-time director	18/04/2008	17/04/2008	-	Active	NO
3	U65993TN2008PTC066061	WINVEST HOLDINGS ( INDIA ) PRIVATE LIMITED	Director	10/07/2009	05/05/2008	-	Active	NO

Name :

Mr. Rangaswamy Raghunathan

Designation :

Whole-Time Director

Address :

3-B Elysium No. 1, Gandhi Nagar, 2^nd Main Road, 3^rd Floor Adyar, Chennai – 600020, Tamilnadu, India

Date of Birth/Age :

09.01.1956

Qualification :

B.Sc

Experience :

34 Years

Date of Appointment :

01.04.2007

PAN No.:

AAPPR3422C

DIN No.:

00647188

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900TN2005PTC056584	OPC ASSET SOLUTIONS PRIVATE LIMITED	Director	13/06/2005	13/06/2005	27/05/2008	Active	NO
2	U72100TN2005PTC057463	PRIZM PAYMENT SERVICES PRIVATE LIMITED	Whole-time director	01/04/2007	12/09/2005	-	Active	NO
3	U65993TN2008PTC066061	WINVEST HOLDINGS ( INDIA ) PRIVATE LIMITED	Director	14/01/2008	14/01/2008	-	Active	NO

Name :

Mr. Mohit Anand Bhatnagar

Designation :

Nominee Director

Address :

Flat No. F-73, Diamond District, Airport Rpad, Bangalore - 560008, Karnataka, India

Date of Birth/Age :

30.06.1969

Date of Appointment :

30.04.2008

DIN No.:

00381741

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900MH1999PTC122970	NAZARA TECHNOLOGIES PRIVATE LIMITED	Nominee director	18/05/2006	18/05/2006	29/07/2011	Active	NO
2	U72900MH2005PTC153248	PEOPLE INFOCOM PRIVATE LIMITED	Nominee director	26/07/2006	26/07/2006	20/04/2011	Active	NO
3	U72200HR1999PLC041214	COMVIVA TECHNOLOGIES LIMITED	Director	06/09/2007	06/09/2007	-	Active	NO
4	U74300KA2007PTC042023	IDEACTS INNOVATIONS PRIVATE LIMITED	Nominee director	05/09/2008	07/11/2007	-	Active	NO
5	U72100TN2005PTC057463	PRIZM PAYMENT SERVICES PRIVATE LIMITED	Nominee director	30/04/2008	30/04/2008	-	Active	NO
6	U72200AP2004PTC042410	SATNAV TECHNOLOGIES PRIVATE LIMITED	Nominee director	26/05/2008	26/05/2008	29/03/2010	Active	NO
7	U65999KA2004PTC035329	UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED	Director	18/07/2009	10/12/2008	-	Active	NO
8	U65999KA2000PTC033945	SEQUOIA CAPITAL INDIA ADVISORS PRIVATE LIMITED	Managing director	01/01/2009	01/01/2009	-	Active	NO
9	U72200AP1987PTC007601	IMI MOBILE PRIVATE LIMITED	Nominee director	02/11/2009	02/11/2009	-	Active	NO
10	U00000DL2000PLC104823	MICROMAX INFORMATICS LIMITED	Nominee director	27/09/2011	21/09/2010	-	Active	NO
11	U93090MH2011PTC218163	ONEASSIST CONSUMER SOLUTIONS PRIVATE LIMITED	Director	08/07/2011	08/07/2011	-	Active	NO
12	U64100DL2009PTC193241	KNOWLARITY COMMUNICATIONS PRIVATE LIMITED	Nominee director	10/01/2012	10/01/2012	-	Active	NO
13	U74900MH2011PTC216800	CITRUS PAYMENT SOLUTIONS PRIVATE LIMITED	Director	20/01/2012	20/01/2012	-	Active	NO

KEY EXECUTIVES

Name :	Ms. Kumud Maheshwari
Designation :	Secretary
Address :	F-404, Lancor West, Elcot Avenue, Sholinanallurm, Chennai – 600119, Tamilnadu, India
Date of Birth/Age :	31.07.1978
Date of Appointment :	01.03.2012
PAN No.:	AQEPM2638L
Name :	Mr. Srinivas Rao
Designation :	Sales Director
Date of Birth/Age :	42 Years
Qualification :	MBA
Experience :	18 Years
Date of Appointment :	07.04.2008
PAN No.:	ACPPR8380M
Name :	Mr. Rajesh Mallay
Designation :	VP-Centralised Operations and PM
Date of Birth/Age :	39 Years
Qualification :	B.E
Experience :	18 Years
Date of Appointment :	30.12.2008
Name :	Mr. Sachin Koti
Designation :	VP-Technical Projects
Date of Birth/Age :	36 Years
Qualification :	B.Com, PMP Certified
Experience :	15 Years
Date of Appointment :	15.04.2009
Name :	Mr. Santosh Nair
Designation :	VP- Project Management
Date of Birth/Age :	38 Years
Qualification :	MBA
Experience :	17 Years
Date of Appointment :	06.08.2009
Name :	Mr. Vittal Madival
Designation :	Senior VP- POS Business
Date of Birth/Age :	55 Years
Qualification :	B.E
Experience :	31 Years
Date of Appointment :	02.09.2009
Name :	Mr. Ramesh Srinivasan
Designation :	Chief Financial Officer
Date of Birth/Age :	40 Years
Qualification :	B.Com, ACA, AICWA
Experience :	16 Years
Date of Appointment :	12.10.2009
Name :	Mr. R Madhukar
Designation :	Senior Vice President Projects
Date of Birth/Age :	51 Years
Qualification :	Diploma in Civil Engineering
Experience :	32 Years
Date of Appointment :	01.07.2010
Name :	Mr. Devendra Dhawale
Designation :	National Sales Manager – ATM Business
Date of Birth/Age :	33 Years
Qualification :	MMS-Sys, BE Mech and MBA
Experience :	11 Years
Date of Appointment :	06.07.2010
Name :	Mr. Sudhakar Reddy
Designation :	Vice President Operations
Date of Birth/Age :	39 Years
Qualification :	B.E
Experience :	16 Years
Date of Appointment :	31.01.2011
Name :	Mr. Shaishav Shah
Designation :	VP- Projects and Relationship Management
Date of Birth/Age :	45 Years
Qualification :	B.E
Experience :	22 Years
Date of Appointment :	04.02.2011
Name :	Mr. Rustom Irani
Designation :	Sr. VP – Operations and Technology
Date of Birth/Age :	49 Years
Qualification :	B.Sc
Experience :	26 Years
Date of Appointment :	08.02.2011
Name :	Mr. Jayant Dmello
Designation :	Project Director
Date of Birth/Age :	49 Years
Qualification :	B.Sc Tech
Experience :	22 Years
Date of Appointment :	01.03.2011

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 27.09.2012

Names of Shareholders	No. of Equity Shares
Winvest Holdings (India)Private Limited, India	2428036
K. Naveen	10000
P. Kannan	15000
Sequoia Capital India Investment III, Mauritius	46964
Axis Bank Limited, India	473292
ICP Holdings I, Mauritius	43850
Total	3017142

Names of Shareholders	No. of Preference Shares
Sequoia Capital India Investment III, Mauritius	3000000
Equirus Capital Private Limited, India	21209
Sequoia Capital India Investment III, Mauritius	2550266
Total	5571475

AS ON 27.09.2012

Equity Share Breakup	Percentage of Holding
Category
Nationalised or other banks	15.69
Venture capital	3.01
Bodies corporate	80.47
Other top fifty shareholders	0.83
Total	100.00

BUSINESS DETAILS

Line of Business :	Engaged in the Business of Deployment and Maintenance of Automatic Teller Machines (ATM) and Point of Sale Terminals (POS) and Allied Services.
Products :	v ATM and POS Services v Multi Vendor Services for ETT

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Siemens Financial Services Private Limited, 130, Pandurang Budhkar Marg, Worli, Mumbai – 400018, Maharashtra, India

Facilities :

(Rs. in Millions)
Secured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term Loans others secured	18.167	38.167
Total	18.167	38.167
Notes: (A) It indicates Repayable in one year Rs. 18.167 millions. The above facility is secured against hypothecation of existing and future fixed and current assets

Banking Relations :	--
Auditors :
Name :	Walker Chandiok and Company Chartered Accountants
Address :	L-41, Conaught Circus, New Delhi – 110001, India
Income-tax PAN of auditor or auditor's firm :	AAAFW4298E
Fellow Subsidiary Company :	OPC Asset Solutions Private Limited CIN No.: U72900TN2005PTC056584
Holding Company :	Winvest Holdings ( India) Private Limited, India CIN No.: U65993TN2008PTC066061

CAPITAL STRUCTURE

AS ON 27.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs. 10/- each	Rs.50.000 Millions
6500000	Preference Shares	Rs. 100/- each	Rs.650.000 Millions
	Total		Rs.700.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3017142	Equity Shares	Rs. 10/- each	Rs.30.171 Millions
5571475	Preference Shares	Rs. 100/- each	Rs.557.148 Millions
	Total		Rs.587.319 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs. 10/- each	Rs.50.000 Millions
6500000	Preference Shares	Rs. 100/- each	Rs.650.000 Millions
	Total		Rs.700.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3016447	Equity Shares	Rs. 10/- each	Rs.30.164 Millions
5571475	Preference Shares	Rs. 100/- each	Rs.557.148 Millions
	Total		Rs.587.312 Millions

Footnotes

v It indicates 5,000,000 Equity shares of Rs. 10 each.

v It indicates 3,500,000 0.001% compulsorily convertible preference shares of Rs. 100 each Plus 3,000,000 Series C 0.001% Compulsorily Convertible Preference shares of Rs. 100 each.

v It indicates 3,016,447 Equity shares of Rs.10 each.

v It indicates 3,021,209 0.001% Compulsorily convertible preference shares of Rs. 100 each Plus 2,550,266 0.001% Series C, Compulsorily convertible preference shares of Rs. 100 each.

v It indicates 3,016,447 Equity shares of Rs.10 each.

v It indicates 3,021,209 0.001% Compulsorily convertible preference shares of Rs. 100 each Plus 2,550,266 0.001% Series C, Compulsorily convertible preference shares of Rs. 100 each.

v It indicates 3,016,447 Equity shares of Rs.10 each.

v It indicates 3,021,209 0.001% Compulsorily convertible preference shares of Rs. 100 each Plus 2,550,266 0.001% Series C, Compulsorily convertible preference shares of Rs. 100 each.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		587.312	327.121	225.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		274.608	0.000	0.000
4] (Accumulated Losses)		0.000	(51.511)	(11.571)
NETWORTH		861.920	275.610	213.429
LOAN FUNDS
1] Secured Loans		18.167	38.167	20.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		18.167	38.167	20.000
DEFERRED TAX LIABILITIES		1.832	0.000	0.000
TOTAL		881.919	313.777	233.429
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		75.419	71.991	17.854
Capital work-in-progress		2.040	2.032	32.403
INVESTMENT		0.000	0.074	15.072
DEFERRED TAX ASSETS		0.000	29.559	10.445
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	74.870	53.193	31.651
	Sundry Debtors	174.390	82.317	18.732
	Cash & Bank Balances	626.453	125.204	129.061
	Other Current Assets	0.682	0.217	2.629
	Loans & Advances	418.631	29.824	14.360
Total Current Assets		1295.026	290.755	196.433
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	222.393	22.861	12.689
	Other Current Liabilities	260.558	56.616	25.212
	Provisions	7.615	1.157	0.877
Total Current Liabilities		490.566	80.634	38.778
Net Current Assets		804.460	210.121	157.655
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		881.919	313.777	233.429

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	REVENUE
		Income		262.609	123.107
		Other Income		4.323	11.630
		TOTAL (A)	1102.971	266.932	134.737
Less	EXPENSES
		Cost of operations		130.963	35.429
		Employee Costs		110.765	76.163
		Selling, General and Administrative Expenses		65.158	45.324
		TOTAL (B)	962.225	306.886	156.916
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		140.746	(39.954)	(22.179)
Less	FINANCIAL EXPENSES (D)		9.343	7.691	1.325
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		131.403	(47.645)	(23.504)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		15.313	11.409	1.522
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		116.090	(59.054)	(25.026)
Less	TAX (H)		41.498	(19.114)	7.494
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		74.592	(39.940)	(17.532)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(51.511)	(11.571)	5.961
	BALANCE CARRIED TO THE B/S		23.081	(51.511)	(11.571)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	814.991	1.471	0.061
	TOTAL EARNINGS		814.991	1.471	0.061
	IMPORTS
		Stores & Spares	N.A.	44.041	21.995
	TOTAL IMPORTS		N.A.	44.041	21.995
	Earnings/ (Loss) Per Share (Rs.)		26.33	(15.98)	(7.01)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	6.76	(14.96)	(13.01)
Net Profit Margin (PBT/Sales)	(%)	NA	(22.49)	(20.33)
Return on Total Assets (PBT/Total Assets}	(%)	8.47	(16.28)	(11.68)
Return on Investment (ROI) (PBT/Networth)		0.13	(0.21)	(0.12)
Debt Equity Ratio (Total Liability/Networth)		0.59	0.43	0.28
Current Ratio (Current Asset/Current Liability)		2.64	3.61	5.07

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Note:

The Registered Address of the Company has been shifted from 45, Veerabhadran Street, Nungambakkam, Chennai – 600034, Tamilnadu, India to the Present Address w.e.f. 10.12.2008

PERFORMANCE AND PROSPECTS

2010-11 OVERVIEW

The Income from Operations grew by 323% over previous year. The Company also posted a profit and wiped off the accumulated losses brought forward. The Company commenced the roll-out of ATM’s under it’s flagship program Prizm Deployment Model (PDM) for a leading private sector bank during the year. The success of the program established the Company as a market leader and the unique deployment model of the Company has come to be known as the Industry standard “ PDM Model ”. The Company has achieved an average deployment of 6 ATM’s per day during the year. The Company also achieved a break through into the Public Sector Banks by successfully bidding for the ATM network management of a large Public Sector Bank for Managed Services. The year also saw the Company scale up it’s presence in the Point-Of-Sale (POS) terminals space with the ongoing deployment for a leading Public Sector Bank picking up pace. The Company achieved an average deployment of 35 POS per day during the year. The Company’s place as the leading Service Provider got firmly established with the largest bank in the Country selecting the Company for it’s POS roll-out plan. The year also saw continued growth for the Multivendor maintenance (MVM) business. During the year the business achieved breakthroughs in supporting new models of ATMs and also supported the ATM line of business through second line maintenance support once ATMs got out of the warranty support from the OEMs. The biggest challenge which the Company faced and successfully overcame because of its managerial expertise was on the execution front, a deployment of 6 ATMs and 35 POS every day, a deployment pace which the Payments Industry had not seen before. The Company managed to pull off these fantastic results through dedicated efforts from all associates. As recognition of the tremendous effort and also to ensure that the talented bunch of associates continues to deliver such stellar performance in future, a Stock Options Plan for the key associates was introduced during the year.

2011-12 OUTLOOK

The Company has set a very aggressive revenue growth target of 300% plus in this financial year. The Profit before Tax is also being targeted for 400% growth. ATM line of business will continue to lead this growth. POS and MVM lines of businesses will continue to grow and make significant contributions to the achievement of overall goals. The key challenge for this year (like in the last year) will continue to be on the execution front since the pace of deployment has to increase further. The Company has a healthy pipeline of orders to execute and organizationally has geared to take upon this challenging objective.

COMPANY OVERVIEW

Subject was incorporated as Integrated Maintenance and Services Private Limited on September 12, 2005. The name was changed to Prizm Payment Services Private Limited with effect from March 31, 2008. The Company is a subsidiary of Winvest Holdings (India) Private Limited, Chennai.

The Company is engaged in the business of deployment, and maintenance of Automatic Teller Machines (ATM) and Point of Sale terminals (POS) and allied services.

Bankers Charges Report as per Registry

Corporate identity number (CIN) or foreign company registration number of the company	U72100TN2005PTC057463
Name of the company	PRIZM PAYMENT SERVICES PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Level 4, MPL Silicon Towers, 23/1 Velachery Tambaram Main Road, Pallikarnai, Chennai – 601302, Tamilnadu, India E-mail: kumud.maheshwari@prizmpayments.com
This form is for	Creation of charge
Type of charge	Others · ATM and Peripherals
Particular of charge holder	Siemens Financial Services Private Limited, 130, Pandurang Budhkar Marg, Worli, Mumbai – 400018, Maharashtra, India E-mail: navin.joshi@siemens.com
Nature of instrument creating charge	Loan agreement and hypothecation agreement
Date of instrument Creating the charge	31.08.2012
Amount secured by the charge	Rs.51.265 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 13.50% P.A Fixed Terms of Repayment Shall be repayable in 60 instalments Margin Not applicable Extent and Operation of the charge First and exclusive charge of siemens financial services pvt.ltd. On asset financed vide agreement dated 31.08.2012. Asset details as mentioned in point no.15
Short particulars of the property or asset(s) charged (including complete address and location of the property)	ATM, AC, SIGNAGE, TIS, Camera, UPS and VSAT at Axis Bank, ICICI Bank and Canara Bank

FIXED ASSETS:

Tangible Assets

· Leasehold Improvement

· Network Hardware

· ATM’s and Related Assets

· Office Equipments

· Furniture and Fixture

· Computer

· Air Conditioner

· Vehicles

Intangible Assets

· Software

AS PER WEBSITE DETAILS

PRESS RELEASES

JAPAN'S NTT IN TALKS FOR STAKE IN PRIZM PAYMENTS

Mumbai August 01, 2012, 00:22 IST

Japanese corporate giant NTT Group is in discussion with payment service provider Prizm Payments Services Private Limited to acquire a substantial stake in the Chennai-based company.

Prizm is a leader in third party automated teller machine (ATM) maintenance services. The percentage of stake Prizm is diluting is not known yet. However, if a controlling stake transaction happens, it would be in a range of Rs.8000.000-10000.000 Millions, said people close to the development.

NTT Group is likely to acquire the stake through its Indian arm of NTT Communication. US banking giant JPMorgan has the mandate to find a strategic partner for the Sequoia Capital India-backed Prizm. According to earlier reports, Tata Communications Limited was also in negotiation with Prizm to acquire a stake in the firm. Apart from telecommunication companies, a few private equity firms also have shown interest.

The funds to be raised from the stake sale will be invested for setting up more ATMs, as the demand from public sector banks is on high. The company is in the process of setting up 50,000 ATMs for public sector banks.

Prizm, formed in 2008, has deployed 10,000 ATMs and 25,000 POS devices (A point-of-sale device is used for processing credit /debit card transactions) under its management. Venture capital firm Sequoia Capital had invested about $15 million (about Rs.830.000 Millions today) in Prizm in two rounds in 2008 and 2011.

Mails sent to Loney Antony, managing director (MD), Prizm Payments and S Wada, MD, NTT Communications India, did not elicit any response till the time of this story going to press.

As the mode of cash transactions has seen a shift towards mobiles, telecommunication companies have identified the space as an attractive destination. Recently, Prizm had entered into an arrangement with Mswipe Technologies Private Limited for providing services to Mswipe’s mobile POS terminals.

Leading Indian banks are also on their way of shifting transactions to mobile technologies. This month, Axis Bank Limited, India’s third largest private lender, joined hands with Prizm and Mswipe to roll out Swipeon, a mobile phone-based card acceptance service. The service will convert mobile phones into a card acceptance device by attaching the Mswipe card reader to the phone.

However, experts believe margins in this business are meager compared to the large investment size. “As per the changed guidelines, banks are unable to generate substantial revenue through ATM transactions and the same will affect the facility provider, too,” said a partner with an advisory firm, requesting anonymity.

Banking transactions through mobile phones have trebled to Rs.2860.000 Millions during May, compared to the corresponding month last year, on account of a higher number of users with hand-held devices, according to the Reserve Bank of India.

CARLYLE TO ACQUIRE MAJORITY STAKE IN PRIZM PAYMENTS

5 November 2012

Global PE firm – Carlyle is planning to acquire controlling stake in Prizm Payments, an electronic payment service provider.

If the deal materializes, Sequoia Capital may exit from Prizm Payments.

Sequoia invested around $8 Mn last year as second round of funding followed by $7 Mn first round in 2008.

This year, Prizm had mandated JPMorgan to look for potential strategic and financial investors. Funds such as Bain Capital and Advent, and companies like Tata Communications, Japan's NTT Group and global payment companies and ATM manufacturers like NCR and Diebold had put in bids for Prizm.

Recently, IndoStar Capital provided R100 Cr 10 year loan to Prizm Payment Services to expand its ATM network.

Prizm Payments provides secure payment services for financial institutions, retailers, and service providers, across multiple electronic channels. The company also deploys ATM and provides POS platform, across multiple electronic channels.

In the space, ATM outsourcing and payment company – AGS Transact raised R220 Cr from Actis PE; Financial Software And Systems Private Limited was planning to raise R220 Cr by minority stake sale to PE firms.

Accura Infotech was planning to raise R150-200Cr PE investment by selling around 17% stake in the company.

TATA COMMUNICATION TO BUY STAKE IN PRIZM PAYMENT

15 June 2012

Tata Communications Limited is planning to buy stake in Prizm Payment Services Private Limited to expand its payment services business. The acquisition will also help Tata Communications Banking Infra Solutions Limited, a subsidiary of Tata Communications, an opportunity to scale up its business.

Standard Chartered bank is the advisor to Tata Communications.

Recently, Prizm planned to raise R500Cr through PE route to fund its expansion plans.

The company also planned to set up more ATMs and was hoping to get a contract of around 8,000 ATMs. Last Sept, the company outlayed a R1000Cr capex over three years to expand it's network of ATMs and POS.

Avendus and Apax Partners are also interested to acquire stake in Prizm Payments.

Founded in 2005 by Loney Antony, Shyam Sunder, Srinivas Rao and Raghu Nathan, Prizm Payments provides secure payment services for financial institutions, retailers, and service providers, across multiple electronic channels.

The company raised $8Mn from Sequoia Capital in 2011 and $7 Mn in 2008.

Tata Communications Banking Infra Solutions is a wholly owned subsidiary of Tata Communication offers a host of 'Plug and Play' infrastructure management solutions to Banks on an innovative 'PAY PER USE' model enabling any Bank to establish Core Banking processes, customer acquisition and retention channels in no time and at no significant capital expenditure.

It services includes end-to-end ATM deployment and Management, Card Issuance and Management, Hosted Core Banking, Switching and Reconciliation services and multilateral Network for all the electronic transactions, Cheque Truncation Services among others.

Recently, Tata Communication was planning to bid for London based- Cable and wireless PLC and was also planning to acquire 5.76% stake in Tamil Nadu based Green Infra Wind Generation Limited to use power from alternate energy sources.

Recently in the space, Mumbai based-Citrus Payment Solutions raised funds from Sequoia Capital and TA Associates acquired a minority stake in BillDesk, an online payment services company.

Bennett Coleman and Company Limited sold its Times of Money Limited to UAE based Network International LLC.

PRIZM PAYMENTS TO RAISE R500CR FOR EXPANSION

17 May 2012

Chennai based Prizm Payment Services is planning to raise R500Cr through private equity to fund its expansion plans.

The company is planning to set up more ATMs and is hoping to get a contract of around 8,000 ATMs. Last Sept, the company outlayed a R1000Cr capex over three years to expand it's network of ATMs and POS.

It raised $8 Mn from Sequoia Capital in 2011 and $7 Mn in 2008.

Founded in 2005 by Loney Antony, Shyam Sunder, Srinivas Rao and Raghu Nathan, Prizm Payments provides secure payment services for financial institutions, retailers, and service providers, across multiple electronic channels.

It is engaged in setting up ATMs and POS networks for banks and retailer and currently offers ATM/ POS services in 70 locations and operates over 10000 ATMs and 25000 POS.

In 2009, Prizm acquired the point-of-sales (POS) platform of Reliance Money.

PRIZM PAYMENTS EMERGES AS THE LARGEST ATM DEPLOYER IN INDIA AND JOINS THE EXCLUSIVE 10000 ATM CLUB

Mumbai, Maharashtra, March 27, 2012 /India PRwire/ -- Prizm Payments, a leading Electronic Financial Transaction Services (EFT Services) provider today joined an exclusive club of few ATM service providers across the globe to complete deployment, management and maintenance of over 10,000 ATMs in India - all in a record time of 4 years from its inception. This landmark achievement highlights Prizm's contribution in addressing the need for increased number of ATM networks due to the proliferation in debit card transactions in the Indian market.

According to market reports, India is one of the least penetrated ATM market in the world with only90,000 ATMs available in the country, while the debit card market has shown significant growth to reach 260 million (December 2012) and is expected to touch 400 million by 2015. Further, each ATM in India witnesses five times more transactions conducted as compared to other regions globally. To help address this demand and supply gap, Prizm has taken the initiative to partner with leading Indian banks to not only help them setup their ATM infrastructure, but also maintain and manage their existing fleets. With over 10,000 ATMs under deployment, management and maintenance since its inception, Prizm has grown to become a trusted partner for financial institutions to expand their ATM network and help them focus on their core competencies

"NCR has been a strategic partner for Prizm and they have successfully rolled-out over 5,000 ATM's in India as part of our ongoing relationship. This milestone is a true testimony of the successful track record of their deployment and management of ATM networks across the country and reflects the rapid growth curve achieved by them. Their partnership with Prizm has been mutually beneficial and they look forward to a long-term association with Prizm." said Jaivinder Gill, Managing Director, NCR Corporation India."

Loney Antony, Managing Director, Prizm Payments said, "They are delighted to have achieved this milestone. There is an acute demand for a robust ATM network across the country as a result of increased growth in the usage of debit card transaction among Indian consumers. Their vision is to be an enabler of providing secure and innovative payments services across electronic channels and help financial institutions focus on their core banking services, while they install and manage their ATM infrastructure. Their aim is to deploy over 500 ATMs per month in India and amplify the ATM penetration in the country."

Key offerings of Prizm's ATM Services Portfolio:

v Card and Transaction analysis

v ATM Site Identification

v Site build-out and project management

v Central Operations

v Channel Management

v ATM Second Line Maintenance

v Driving and Switching

v Card Management and Gateways

v Back Office Tools

v Notes to Editor

v About PRIZM Payments

Subject is a financial services provider with a vision to be "a leader in enabling secure‚ innovative payment services across electronic channels". Subject was formed in 2008 by the coming together of a very capable management team with collective experience of 150+ years in EFT Services‚ an investment from one of the world's leading Private Equity companies - Sequoia Capital and the acquisition/ integration of Integrated Maintenance and Services Private Limited (IMAS) - a leader in 3rd party ATM maintenance services. Since then Subject has grown to becoming a leader in the providing innovative financial services with over 10,000 ATMs deployed and under management and maintenance,25,000+ POS devices under management. The network is managed by 750+employees in 8 offices and 93 service locations covering 600 points of presence across the country

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.54.34
UK Pound	1	Rs.86.97
Euro	1	Rs.69.43

INFORMATION DETAILS

Report Prepared by :

VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--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		32

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	Capability to overcome financial difficulties seems comparatively below average.	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
-	NB	New Business	-

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.