MIRA INFORM REPORT

Report Date :

12.02.2013

IDENTIFICATION DETAILS

Name :	CYBERTECH SYSTEMS AND SOFTWARE LIMITED
Registered Office :	“CyberTech House”, Plot No.B-63/64/65, Road No.21/34, J.B. Sawant Marg, MIDC, Wagle Estate, Thane (West) – 400 604, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	19.01.1995
Com. Reg. No.:	11-084788
Capital Investment / Paid-up Capital :	Rs.264.713 millions
CIN No.: [Company Identification No.]	L72100MH1995PLC084788
TAN No.: [Tax Deduction & Collection Account No.]	PNEC06592F
PAN No.: [Permanent Account No.]	AAACC1905B
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Providing Information Technology Services.
No. of Employees :	340 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 2225000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered for business dealings at usual trade terms and conditions.

NOTES :

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

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.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Ms. Sunita
Designation :	Accounts Department
Contact No.:	91-22-25834643
Date :	11.02.2013

LOCATIONS

Registered Office/ Research and Development Center :	“CyberTech House”, Plot No.B-63/64/65, Road No.21/34, J.B. Sawant Marg, MIDC, Wagle Estate, Thane (West) – 400 604, Maharashtra, India
Tel. No.:	91-22-25834643/ 25834644/ 25834645/ 25831258-59
Fax No.:	91-22-25832574
E-Mail :	cssl.investors@cybertech.com info@cybertech.com
Website :	http://www.cybertech.com
Location :	Owned
Branch Office :	MAPS Towers, 1^st Floor, Plot No.409, Road No.81, Jubilee Hills, Hyderabad – 500 096, Andhra Pradesh, India
Tel. No.:	91-40-23550027
Fax No.:	91-40-23550029
Location :	Rented

DIRECTORS

As on 31.03.2012

Name :	Mr. Viswanath Tadimety
Designation :	Chairman
Name :	Mr. Ramasubramanian Sankaran
Designation :	Executive Director
Name :	Dr. Tapan Kumar Mukhopadhyay
Designation :	Whole Time Director
Name :	Mr. Steven Jeske
Designation :	Director
Date of Birth/Age :	09.12.1952
Qualification :	Certified Public Accountant and M.B.A. from Chicago University U.S.A.
Experience in specific Functional Areas :	He was formerly the CFO of several start ups including Petcare Plus, Inc., a US $100 m retailer and VSMLP, a Blockbuster Video Franchise
Date of Appointment :	30.09.2008
Directorship in other Companies :	v CyberTech Systems and Software Inc., USA v CyberTech Middle East W.L.L., Bahrain
Name :	Mr. Prakash Kenjale
Designation :	Director
Date of Birth/Age :	15.01.1950
Qualification :	M. Tech. from IIT, Kanpur
Experience in specific Functional Areas :	Rich experience of 31 years in the IT industry within the country and abroad at senior level including CEO
Date of Appointment :	28.09.2006
Name :	Mr. Sudhir Joshi
Designation :	Director
Name :	Mr. M.P. Bharucha
Designation :	Director
Name :	Mr. Rahul Ghosh
Designation :	Director
Name :	Dr. Shreepad Karmalkar
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Sateesh Wadagbalkar
Designation :	Company Secretary
Name :	Ms. Sunita
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2012

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	89150	0.34
Sub Total	89150	0.34
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	8807992	33.27
Bodies Corporate	650000	2.46
Sub Total	9457992	35.73
Total shareholding of Promoter and Promoter Group (A)	9547142	36.07
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	18	0.00
Insurance Companies	48133	0.18
Foreign Institutional Investors	575	0.00
Sub Total	48726	0.18
(2) Non-Institutions
Bodies Corporate	551097	2.08
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	4949782	18.70
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	4714250	17.81
Any Others (Specify)	6660346	25.16
Clearing Members	80873	0.31
Non Resident Indians	1379028	5.21
Trusts	1300445	4.91
Foreign Corporate Bodies	3900000	14.73
Sub Total	16875475	63.75
Total Public shareholding (B)	16924201	63.93
Total (A)+(B)	26471343	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	26471343	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	No. of Shares held	As a %
1	Sukhada Tadimety	7,12,750	2.69
2	Amogha Tadimety	2,54,320	0.96
3	Shanta Radhakrishna Shanbhag	58,275	0.22
4	Tadimety Jyothi	27,675	0.10
5	Tadimety Viswanath	54,57,589	20.62
6	Steven Jeske	23,83,333	9.00
7	Red Banyan Holding LLC	6,50,000	2.46
8	T Seetha Rama Chandra Rao	3,200	0.01
	Total	95,47,142	36.07

(*) The term encumbrance has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations, 2011.

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as %
1	Indotech holding LLC	3900000	14.73
2	Joseph Michael Vanek Trustee	1300000	4.91
3	Prasad Rao Vellaturi	1131810	4.28
	Total	6331810	23.92

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as %
1	Indotech Holdings LLC	3900000	14.73
	Total	3900000	14.73

BUSINESS DETAILS

Line of Business :

Providing Information Technology Services.

Products/ Services :

Item Code No. (ITC Code)	847120
Product Description	Software

Terms :

Selling :

L/C, Cash and Credit (30 days)

Purchasing :

L/C, Cash, Credit (30 days) and Cheque

GENERAL INFORMATION

Customers :	Others (Companies) v Mitsubishi Motors v Hartford Computer Group, Inc
No. of Employees :	340 (Approximately)
Bankers :	v ICICI Bank Limited v State Bank of India

Banking Relations :	--
Auditors :
Name :	Lodha and Company Chartered Accountants
Address :	Mumbai, Maharashtra, India
Solicitors and Advocates :
Name :	Bharucha and Partners
Address :	Mumbai, Maharashtra, India
Wholly Owned Subsidiary :	CyberTech Systems and Software Inc. USA (CSSI)
Subsidiary :	CyberTech Middle East W.L.L.(Bahrain) (CME)

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
36000000	Equity Shares	Rs.10/- each	Rs.360.000 millions

Issued Capital :

No. of Shares	Type	Value	Amount
26476302	Equity Shares	Rs.10/- each	Rs.264.763 millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26471343	Equity Shares	Rs.10/- each	Rs.264.713 millions

[Allotment of 4959 bonus shares on 3967 Equity shares is pending on account of non-establishment of beneficial ownership by NSDL.]

Reconciliation of Share Capital

Particulars	As at March 31, 2012
	No of shares	Amount (Rs. in millions)
At beginning of the year	26476302	264.763
Addition during the year	--	--
Outstanding at the end of the year	26476302	264.763

Terms/rights attached to equity shares

The Company has issued one class of equity shares having a face value of Rs.10 per share. Each shareholder has right to vote in respect of such share, on every resolution placed before the Company and his voting right on a poll shall be in proportion to his share of the paid -up equity capital of the Company. In the event of liquidation, the equity shareholders are entitled to receive the remaining assets of the Company after payments to secured and unsecured creditors, in proportion to their shareholding.

Shareholders holding more than 5% of the equity shares:

Particulars	As at March 31, 2012
	No of shares	%
Tadimety Viswanath	5421768	20.48%
Steven Jeske	2383333	9.00%
Indotech Holdings LLC	3900000	14.73%
Joseph Michael Vanek Trustee	1300000	4.91%

During the previous five years, the Company has not issued Bonus shares/ bought back shares/issued shares for consideration other than cash.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		264.713	264.713	264.713
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		291.457	271.582	254.850
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		556.170	536.295	519.563
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		17.311	19.133	20.498
TOTAL		573.481	555.428	540.061
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		168.028	167.982	178.173
Capital work-in-progress		56.521	6.212	1.078
INVESTMENT		184.289	297.359	275.494
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	148.442	83.018	65.052
	Cash & Bank Balances	36.327	11.227	7.591
	Other Current Assets	7.486	9.767	0.000
	Loans & Advances	67.000	72.617	101.616
Total Current Assets		259.255	176.629	174.259
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	37.926	17.773	13.845
	Other Current Liabilities	13.214	35.598	37.673
	Provisions	43.472	39.383	37.425
Total Current Liabilities		94.612	92.754	88.943
Net Current Assets		164.643	83.875	85.316
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		573.481	555.428	540.061

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from Operations	256.793	168.190	124.348
		Other Income	56.193	74.724	83.048
		TOTAL (A)	312.986	242.914	207.396
Less	EXPENSES
		Cost of Hardware/Software package for service delivery	8.425	7.931	0.000
		Employee Benefits Expense	155.939	111.286	87.747
		Other Expenses	52.939	41.172	39.617
		Exceptional Items	9.135	0.000	0.000
		TOTAL (B)	226.438	160.389	127.364
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		86.548	82.525	80.032
Less	FINANCIAL EXPENSES (D)		0.129	0.000	0.024
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		86.419	82.525	80.008
Less/ Add	DEPRECIATION/ AMORTISATION (F)		15.700	16.290	18.052
	PROFIT BEFORE TAX (E-F) (G)		70.719	66.235	61.956
Less	TAX (H)		20.078	18.635	18.108
	PROFIT AFTER TAX (G-H) (I)		50.641	47.600	43.848
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		106.920	90.182	77.304
Less	APPROPRIATIONS
		Proposed Dividend	30.771	26.471	26.471
		Dividend Distribution Tax		4.396	4.499
	BALANCE CARRIED TO THE B/S		126.790	106.915	90.182
	EARNINGS IN FOREIGN CURRENCY
		Information Technology Services	233.327	150.005	122.764
	TOTAL EARNINGS		233.327	150.005	122.764
	IMPORTS
		Capital Goods	NA	0.000	0.746
	TOTAL IMPORTS		NA	0.000	0.746
	Earnings Per Share (Rs.)		1.91	1.80	1.66

QUARTERLY RESULTS

PARTICULARS	30.06.2012 (1^st Quarter)	30.09.2012 (2^nd Quarter)
Net Sales	81.000	91.200
Total Expenditure	62.500	73.800
PBIDT (Excl OI)	18.600	17.400
Other Income	13.300	7.800
Operating Profit	31.900	25.200
Interest	0.100	0.100
Exceptional Items	0.000	0.000
PBDT	31.800	25.100
Depreciation	4.200	4.000
Profit Before Tax	27.600	21.200
Tax	8.800	6.700
Provisions and contingencies	0.000	0.000
Profit After Tax	18.800	14.400
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	18.800	14.400

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	16.18	19.60	21.14
Net Profit Margin (PBT/Sales)	(%)	27.54	39.38	49.82
Return on Total Assets (PBT/Total Assets}	(%)	16.55	19.22	17.58
Return on Investment (ROI) (PBT/Networth)		0.13	0.12	0.12
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.74	1.90	1.96

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Sundry Creditors	37.926	17.773	13.845

The Company has not received any intimation from the suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence, disclosures, if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said Act have not been given.

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	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
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	Yes
19) Payments terms	Yes
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	No
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	No
33) Voter ID No of Proprietor/Partner/Director, if available	No
34) External Agency Rating, if available	No

COMPANY OVERVIEW

Subject is an Information Technology service provider, delivering its services to customers primarily in the USA, India and Middle East with focus on several core software technology applications including SAP’s Enterprise Suite and ESRI’s Geographical Information Systems(‘GIS’) as well as Network Planning and Design and Custom Software Application Development. The Company continues to focus on delivering its development and support projects on an offshore basis.

REVIEW OF THE COMPANY’S STAND ALONE PERFORMANCE

The Company’s primary focus continues to be delivering offshore development and support services in the Company’s core technology areas as well as providing geospatial solutions to domestic customers. Additionally, the Company continues to receive income from certain unutilized office premises and income from investments.

The Company’s performance for the year on standalone basis is as follows:

• Total revenue during the year 2011-12 amounted to Rs.312.990 millions as compared to Rs.242.910 millions during the previous year representing a growth of 28.85%. Total revenue is comprised of revenue from operations and other income, as follows.

• Revenue from operations for the year ended March 31, 2012 amounted to Rs.256.790 millions as against Rs.168.190 millions for the previous year. Revenue increased by 52.68% primarily due to increase in offshore development and support business and also from domestic business in India.

• Other Income amounted to Rs.56.200 millions as against Rs.74.720 millions. Other Income is lower on account of the termination or non renewal of contracts by tenants.

• During the year profit after tax amounted to Rs.50.640 millions as against Rs.47.600 millions in the previous year representing a growth of 6.39%.

WHOLLY OWNED SUBSIDIARY IN USA

The Company owns a 100% interest in CyberTech Systems and Software incorporated on June 12, 2003 in the state of Delaware in the United States of America, whose results are consolidated herein.

CyberTech Systems and Software, Inc. (USA) reported an operating loss of Rs.3.36 millions before interest, depreciation and tax on revenue of Rs.493.920 millions. The net loss after tax aggregated to Rs.7.800 millions compared to a net loss of Rs.34.520 millions in the previous year.

In spite of economic recession in U.S.A., the Company is taking steps to increase the revenue of CyberTech Systems and Software, Inc. (USA) and the management is of the opinion that it will be able to wipe off the accumulated losses of CyberTech Systems and Software, Inc. (USA) in future.

SUBSIDIARY IN THE MIDDLE EAST

The Company is holding 55% interest in CyberTech Middle East W.L.L. (CME), its joint venture company in Bahrain formed in August 2008. There were differences between partners of CME. As the registered Director in Bahrain, the partner in the country of Bahrain is responsible for the operations of the subsidiary but the said partner has not provided any financial information for last two years. Hence, the Company is unable to consolidate the accounts of CME. The Company has filed a suit against the said partner with the authorities in the Kingdom of Bahrain in order to gain custodianship of CME among the various other issues. The investment made by the Company in CME has been fully provided for during the current year.

However, to comply with the Indian Laws, the Board felt that the Company should prepare the financials of CME based on the best estimates. Hence, the Company appointed Hemant Mahajan and Associates, Chartered Accountants as Auditors to Audit the Accounts of CyberTech Middle East W.L.L., Bahrain for the F.Y. 2010-11 and 2011-12.

BUSINESS OPERATIONS OVERVIEW AND OUTLOOK

The Company continues to focus on both Enterprise and Public Sector Clients in the area of SAP, GIS Technologies and Custom Technology applications. It maintains strong relationships and alliances with its partners such as SAP, CISCO and ESRI which will continue to lead to business and revenue growth and improve profitability with a continued focus on offshore revenue. Even though the market place in USA may recover slowly, the strong alliances are expected to help the Company to attain Business revenue growth and improve profitability with a continued focus on offshore revenue in future. Moreover their reworked Company strategy focussed around Cloud Services, Location Analytics and Mobile Solutions you can see a significant growth in the next 2-4 years, subject to market conditions.

Company also continues to build an effective portfolio of Intellectual Property for future monetization, collaboration and risk mitigation. In fiscal 2012 company focused on building and managing of IPs. Company emphasizes to its employees for collaborative efforts for creating Intellectual Property. IPs give multiple advantages like cost and time saving, technical edge, risk mitigation etc.

The Company continuously engages in customer focused innovation and launches new offerings that use technology to address its clients’ business problems. To augment the growth CyberTech has successfully converted its various IPs into various light apps and hosted on www.appmaps.com.

The Company also continues to maintain its focus on its ESRI Alliance Partnership which has helped the Company in gaining a presence in the Geographic Information Systems (GIS) Practice. The Company is proud to be one of the ESRI’s main partners and expects to continue to provide a variety of GIS services to its clients worldwide.

US Market conditions continue to grow at lower pace making it harder to locate new development opportunities and these actions do not forecast a quick turn around in the US Market. However the Company continues to take all reasonable steps as discussed to reduce and optimize costs to improve profitability. Focus remains on expanding the benefits from their alliance partners and creating offshore opportunities where relationships are of a long term nature and recurring services can be provided at a lower cost.

The spending for GIS Solutions are seeing a change in trend. The use of GIS in US as well as in Indian Market for solutions and service reaching out to end users seen an upward trend. The penetration of mobile networks and smart phones like Apple, iPhone and Android based phones help change the GIS usage across the world. The future of GIS is going to move their Enterprise space to retail / customers space during the coming years. With Cloud computing gaining momentum this will be a reality soon.

In view of the foregoing the Company is making all efforts to improve its top and bottom line in the ensuing year.

EXPANSION ACTIVITIES

During the year the company has paid premium on additional FSI granted by the Maharashtra Industrial Development Corporation. Accordingly the Company has started the expansion activities in the existing office premises. The Company also intends to build another complex to make use of the additional FSI available.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY OVERVIEW

Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment that is driving corporations to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices. Companies are focusing on their core competencies and are using outsourced technology service providers to adequately address these needs. The role of technology has evolved from supporting corporations to transforming them. There is an increasing need for highly skilled technology professionals in the markets in which they operate. At the same time, corporations are reluctant to expand their internal IT departments and increase costs. These factors have increased corporations’ reliance on their outsourced technology service providers and are expected to continue to drive future growth for outsourced technology services.

The Company has positioned itself well for this anticipated growth in business with an appropriate organization structure, capabilities and strategy.

Business Overview

CyberTech is a leading provider of next-generation geospatial, networking and enterprise IT solutions. The Company delivers its services primarily to customers in the USA and in India. It continues to focus on delivering its development and support projects on an offshore basis. As the bulk of its services are currently delivered in other countries, the Company remains subject to the effect of changes in the relative values of the respective country currencies.

Company’s success stems from its strong technology and business partnerships with industry leaders like ESRI, SAP, CISCO and MICROSOFT. Company works strategically with its partners to deliver mission critical solutions for leading businesses and government establishments across the globe.

The Company has also invested its capital in its real estate holdings, its wholly owned subsidiary in the United States and in its joint venture company in the Middle East. The Company realizes rental income from its office premises.

Company Operations

CyberTech is a global information technology firm providing professional consulting services in the following practice areas:

• SAP - ERP application providers (including Implementation, Upgrade and Post Implementation Support Services)

• Geographical Information Systems - based on ESRI software technologies (Geo-database Creation, Municipal GIS Application

Development, Enterprise GIS Application Development, Integration, Implementation Post Implementation Support)

• Network Services – based on Cisco Systems technologies (including planning and design services, public safety solutions, data

center support and Cisco support services)

• Custom Technologies - including Microsoft, Oracle and IBM (Application Development, Integration and Maintenance)

The Company maintains Advanced Technology Centers (“ATC”) for the training, development and support of SAP, ESRI, Cisco and Microsoft technologies. Operations of the Company are completely integrated with its subsidiaries. The Company performs delivery management including offshore development and support, finance and administrative functions for the consolidated group. CyberTech Systems and Software, Inc. (USA) (also known as “CSSI”) is the wholly owned US subsidiary of the Company formed in June 2003. This Subsidiary focuses on customer facing and business development activities including pre-sales, marketing, sales and onsite project/program management activities. CSSI’s focus is to sell both on-site and offshore Information Technology services in the practice areas mentioned above.

The Company is holding 55% interest in CyberTech Middle East W.L.L. (also known as “CME”), its joint venture company in Bahrain formed in August 2008 but due to the ongoing litigation between the partners of CyberTech Middle East W.L.L., Bahrain (‘CME’) the Company has filed a suit against its Joint Venture partner in the Country of Bahrain. As the registered director in Bahrain, the said partner is responsible for the operations of the subsidiary. However, he has not provided the financial information for the last year and the current year. Due to this the Company could not consolidate the accounts of CME. The Company has filed a suit in the Court of Bahrain to find a legal resolution for all ongoing disputes and also to get custodianship of CME. In the mean time, to comply with the Indian Laws, the Board decided to prepare the Accounts of CME for F.Y. 2010-11 and F.Y. 2011-12 with available information and also with best estimates. However, the investment in the Company’s books relating to CME have been fully provided for. The Company’s consolidated customer base can be classified into two groups:

Commercial Sector

This group includes all commercial organizations in the US and elsewhere. The Company targets the SME (small and medium sized businesses up to $1B) market sector as well as Enterprise (Global) corporations. They believe this market holds significant potential for Company growth, largely driving offshore business for the company. This marketplace represents approximately 85% of the company’s business.

Public Sector and Utility Companies

This includes national, state and local governments, non-profit entities and utility companies, primarily in the US. The Company has several large public sector and utility customers that comprise approximately15 % of the Company’s business. Although these services typically are not delivered in an offshore format, there is a significant market due to their experience and depth of expertise in areas useful to public sector and utility clients. Current market focus is to additionally deliver services in this segment in the domestic market as well as the Middle East.

STRATEGIC BUSINESS UNITS

CyberTech is on the cusp of major growth. The Company has grown its GIS and India Business substantially over the few quarters. Several of the Application Maintenance projects are transformed into long term annuity projects. To allow the Company to continue this evolution, the top management of the Company has realigned the organization, established autonomy in a few new business units and streamlined the business model.

The Company has recently structured around the Business Unit (BU) model. This has effect on their Sales and Delivery functions. Each BU has 6 distinct functions of Solution Engineering, Marketing, Sales, Sales Support, Delivery and Engagement Management. All the 6 functions have its specific KRAs. It serves a defined external market where management can conduct strategic planning in relation to products and markets. Heads of these SBUs will have full P&L responsibilities with direct management of Sales, Practice, and Delivery.

The new Organizational Development Structure will not only make CyberTech ready for its cusp growth but will indeed accelerate the rate of growth and help the Company to achieve newer horizons of success.

BRAND BUILDING

The Company undertook marketing initiatives to promote the CyberTech brand, and the brand promise of ‘The Difference is Depth’ to its clients. The Company participated in leading industry and business events around the world, reaffirming its commitment to delivering a complete brand and organizational experience. Apart from regular channels, CyberTech continues to invest in building the brand in the digital space using premium business and technology solutions through focused branded properties like ‘www.appmaps.com’.

CyberTech continued to articulate the brand promise internally, using various channels and internal marketing assets and leveraged them to activate the brand amongst employees as well as other important stake holders.

TECHNOLOGY AND INNOVATION

CyberTech continues to invest in futuristic areas related to Geo-spatial, Networking, and Enterprise IT Solutions to make a difference to its customers and society. The Company’s R&D center at Thane, India continuously strives to improve quality and efficiency of current offerings to customers and enable them prepare for future challenges.

Several of the R&D outcomes have been now moved to the mainstream business in form of solutions like ‘GeoShield’, ‘GeoCivic’ etc and in the form of frameworks e.g. ‘Geo 2.0’.

INTELLECTUAL PROPERTY (IP)

Company continues to build an effective portfolio of Intellectual Property for future. In fiscal 2012 company focused on building and managing of IPs. Company emphasizes to its employees for collaborative creation of Intellectual Property. IPs gives multiple advantages like cost and time saving, technical edge, risk mitigation etc.

The Company continuously engages in customer focused innovation and launches new offerings that use technology to address its clients’ business problems.

To augment the growth CyberTech has successfully converted its various IPs into various light apps and hosted on www.appmaps.com.

OUTLOOK and RISKS

The Company maintains its focus on the Public sector and Enterprise SAP and GIS custom technology applications. It is expected that its strengthened relationships and alliances with partners such as SAP, Microsoft, IBM, and ESRI will continue to lead to business and revenue growth and increasing profitability with a continued focus on offshore revenue as and when the global market improves.

The company will continue to maintain its focus on its ESRI alliance partnership, which has helped in gaining a presence in the Geographic Information Systems (GIS) practice. The Company is proud to be one of ESRI’s main offshore partners and expects to continue to provide offshore support from India to ESRI in building and supporting their applications.

The Company continues its focus aligning its sales and delivery structure to an Indian Model.

The Company has not kept up with industry growth trends, primarily due to decreased spending in the US public sector and a corresponding decrease in activity at several of their large clients. Additionally, the absorption of new customers in the targeted SAP small/medium client base has not grown as expected. US market conditions continue to soften making it harder to locate new development opportunities. The Company intends to continue to grow its offshore business while exploring new opportunities domestically and in adjacent markets, including new ventures in the Middle East and India domestically. New opportunities will focus on leveraging their US public sector expertise and delivering their market solutions and products to these markets. Companies continue to look for specialized expertise and cost saving methods, both of which are provided by the Company.

The Company’s US subsidiary generated a loss after tax for the period. The Company has been impacted by the worldwide slowdown in discretionary IT spending which has impacted several of their targeted sectors. Due to this slowdown, their clients and many other companies are deferring the implementations of new systems and other discretionary spending. The new paradigm has become on of “reducing the total cost of ownership including the ongoing maintenance and support of IT systems”. This has especially affected the SAP market with a significant drop in the sale of new SAP licensed in the current year and lowered expectations of the ongoing cost of maintaining systems. The Company has focused its efforts on driving cost effective support offerings resulting in improved offshore revenue while realizing a detriment to onsite business. This coupled with reduced spending in the public sector and increased pressure by the government to reduce the number of foreign IT workers has negatively impacted growth in the United States. These actions do not forecast a quick turnaround in the US market. The company continues to take all reasonable steps to reduce and optimize costs to improve profitability. Focus remains on expanding the benefits from their alliance partners and creating offshore opportunities where relationships are of a long term nature and recurring services can be provided at a lower cost.

CONTINGENT LIABILITIES (AS ON 31.03.2012):

a) Disputed Income Tax Matters:

i) Regular demand under assessment (including interest upto the date of demand) Rs.30.224 millions

ii) Penalties and Interest upto the date of demand of Rs.58.199 millions

iii) Other Income Tax proceedings in respect of earlier years decided in the Company’s favour by the Appellate Authorities against which the Department is in further appeals excluding further interest liability, if any: Rs.3.770 millions

b) Disputed Service Tax Matters Rs.6.608 millions

STANDALONE UNAUDITED RESULTS FOR THE SECOND QUARTER AND HALF YEAR ENDED 30^TH SEPTEMBER, 2012

(Rs. in millions, except share data)

Particulars	Quarter Ended		Half Year Ended
	Unaudited	Unaudited	Unaudited
	30.09.2012	30.06.2012	30.09.2012
Income
1. Net Sales/Income from Operations	91.185	81.035	172.220
b) Other Operating Income	0.000	7.118	2.672
Total	91.185	88.153	174.892
2. Expenses
a. Purchases	0.001	1.591	1.592
b. Employee Benefit Expenses	50.932	45.428	96.360
c. Depreciation and Amortization	3.968	4.200	8.168
d. Other Expenses	22.846	15.455	33.855
Total	77.747	66.674	139.975
3. Profit from Operations before Other Income, Interest and Exceptional Items (1-2)	13.438	21.479	34.917
4. Other Income	7.823	6.185	14.008
5. Profit / (Loss) from ordinary activities before finance costs and exceptional items (3 + 4)	21.261	27.664	48.925
6. Interest	0.103	0.113	0.216
7.Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5 - 6)	21.158	27.551	48.709
8. Exceptional items	0.000	0.000	0.000
9. Profit / Loss from Ordinary Activities before tax (7-8)	21.158	27.551	48.709
10. Tax expense	6.742	8.757	15.499
11. Net Profit / Loss from Ordinary Activities after taxes (9-10)	14.416	18.794	33.210
12. Extraordinary Items	0.000	0.000	0.000
13. Net Profit/ Loss for the period (11-12)	14.416	18.794	33.210
14. Paid-up equity share capital (Face Value of Rs.10/- each.)	264.713	264.713	264.713
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year	0.000	0.000	0.000
16. Earnings Per Share (EPS) (Rs.) Basic/ Diluted (non annualized)	0.54	0.71	1.25
PARTICULARS OF SHAREHOLDING
Public shareholding
- Number of shares	16932052	16932052	16932052
- Percentage of shareholding	63.96%	63.96%	63.96%
Promoters and Promoter Group Shareholding **
a) Pledged / Encumbered
- Number of shares	--	--	--
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	--	--	--
- Percentage of shares (as a % of the total share capital of the company)	--	--	--
b) Non - encumbered
- Number of shares	9539291	9539291	9539291
- Percentage of shares (as a % of the total shareholding of the Promoter and Promoter group)	100.00%	100.00%	100.00%
- Percentage of shares (as a % of the total share capital of the company)	36.04%	36.04%	36.04%

Particulars	3 months ended 30.09.2012
B. INVESTOR COMPLAINTS
Pending at the beginning of the quarter	Nil
Received during the quarter	Nil
Disposed of during the quarter	Nil
Remaining unresolved at the end of the quarter	Nil

STANDALONE STATEMENT OF ASSETS AND LIABILITIES AS AT 30^TH SEPTEMBER, 2012

(Rs. in millions)

Particulars	As at 30.09.2012 (Unaudited)
A. EQUITY AND LIABILITIES
1. Shareholders' funds
(a) Share capital	264.713
(b) Reserves and surplus	324.667
Sub-total - Shareholders' funds	589.380
2. Non-current liabilities
(a) Deferred tax liabilities (net)	17.167
(b) Other long-term liabilities	146.377
Sub-total - Non-current liabilities	163.544
3. Current liabilities
(a) Short-term borrowings	30.047
(b) Trade payables	21.094
(c) Other current liabilities	4.820
(d) Short-term provisions	44.441
Sub-total - Current liabilities	100.402
TOTAL - EQUITY AND LIABILITIES	853.326
B. ASSETS
1. Non-current assets
(a) Fixed assets	242.321
(b) Non-current investments	106.303
(c) Long-term loans and advances	3.813
(d) Other non-current assets	0.000
Sub-total - Non-current assets	352.437
2. Current assets
(a) Current investments	261.148
(b) Trade receivables	168.700
(c) Cash and Bank Balances	60.200
(d) Short-term loans and advances	2.890
(e) Other current assets	7.951
Sub-total - Current assets	500.889
TOTAL - ASSETS	853.326

TRADE REFERENCES:

v Mitsubishi Motors

v Hartford Computer Group, Inc.

FIXED ASSETS:

TANGIBLE ASSETS

v Leasehold Land

v Buildings

v Plant and Equipment

v Furniture and Fixtures

v Vehicles

v Office Equipment

v Computers

INTANGIBLE ASSETS

v Computer-Software

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 proceedingfor 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.53.67
UK Pound	1	Rs.84.85
Euro	1	Rs.71.87

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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.