MIRA INFORM REPORT

Report Date :

23.12.2014

IDENTIFICATION DETAILS

Name :	ADITI TECHNOLOGIES PRIVATE LIMITED
Registered Office :	C-4 Block, Wing A, Manyata Embassy Business Park, Rachenahalli Village, Outer Ring Road, Bangalore – 560045, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	01.08.1994
Com. Reg. No.:	08-016007
Capital Investment / Paid-up Capital :	Rs. 264.697 Millions
CIN No.: [Company Identification No.]	U72200KA1994PTC016007
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AADCA1576D
Legal Form :	Private Limited Liability Company
Line of Business :	The company is engaged in Providing software products and related services.
No. of Employees :	Information declined by the management.

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 1810000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The rating is constrained on account of company’s moderate operational risk profile and loss that company has incurred from its operational activities during 2014. However, trade relations are fair. Business is active. Payment terms are reported to be slow but correct. 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 – September 30, 2014

Country Name	Previous Rating (30.06.2014)	Current Rating (30.09.2014)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

RBI DEFAILTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAILTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

INFORMATION DENIED

MANAGEMENT NON CO-OPERATIVE

CONTACT NO.; 91-80-66107000

LOCATIONS

Registered Office :	C-4 Block, Wing A, Manyata Embassy Business Park, Rachenahalli Village, Outer Ring Road, Bangalore – 560045, Karnataka, India
Tel. No.:	91-80-66107000
Fax No.:	91-80-25441453
E-Mail :	ranjitn@aditi.com Vedavalli.Sridharan@Symphonyteleca.com
Website :	http://www.aditi.com

DIRECTORS

AS ON 30.09.2014

NOTE:

Latest director’s detail are not available.

Name :

Ganapathi Jagannath Raju

Designation :

Director

Address :

20, 1A Cross, 17 A Main, JP Nagar, Bangalore – 560078, Karnataka, India

Date of Birth/Age :

19.05.1954

Date of Appointment :

14.07.1996

Date of cessation :

08.12.2014

DIN No.:

01887723

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	U85110KA1995PTC016906	SYSTEMANTICS INDIA PRIVATE LIMITED	Director	05/01/1995	05/01/1995	-	Active	NO
2	U72200KA1994PTC016007	ADITI TECHNOLOGIES PRIVATE LIMITED	Director	14/07/1996	14/07/1996	08/12/2014	Active	NO
3	U72200KA2007PTC043229	INSP India Software Development Private Limited	Additional director	14/04/2010	14/04/2010	08/12/2014	Active	NO
4	U72200KA2010PTC054516	Pengala Learning Private limited	Director	19/07/2010	19/07/2010	-	Active	NO

Name :

Pradeep Singh

Designation :

Director

Address :

USA

Date of Birth/Age :

06.03.1957

Date of Appointment :

11.08.1994

Date of cessation :

08.12.2014

DIN No.:

02463435

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	U72200KA1994PTC016007	ADITI TECHNOLOGIES PRIVATE LIMITED	Director	11/08/1994	11/08/1994	08/12/2014	Active	NO
2	U85110KA1995PTC016906	SYSTEMANTICS INDIA PRIVATE LIMITED	Director	30/05/2000	30/05/2000	-	Active	NO
3	U72200KA2007PTC043229	INSP India Software Development Private Limited	Additional director	14/04/2010	14/04/2010	08/12/2014	Active	NO
4	U72200KA2010PTC054516	Pengala Learning Private limited	Additional director	10/07/2012	10/07/2012	-	Active	NO

Name :

Bittugondanahalli Nanjundaiah Jayakumar

Designation :

Director

Address :

Sri Nanjundeshwara Krupa, No. 45, Gangammagudi Main Road, Jalahalli Main Road, Bangalore – 560013, Karnataka, India

Date of Birth/Age :

12.05.1961

Date of Appointment :

23.09.2014

Date of cessation :

08.12.2014

DIN No.:

06964199

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	U74900KA2011PTC058540	Aditi Staffing Private Limited	Director	08/08/2014	08/08/2014	-	Active	NO
2	U72200KA1994PTC016007	ADITI TECHNOLOGIES PRIVATE LIMITED	Director	23/09/2014	23/09/2014	08/12/2014	Active	NO

KEY EXECUTIVES

Name :	Ranjit Nair
Designation :	Secretary
Address :	203, Sriven Heights, 20/1, Laxmi Layout, 1^st Cross, Munekolala, Bangalore – 560037, Karnataka, India
Date of Birth/Age :	04.09.1974
PAN No.:	ADKPN5147N
Date of Appointment :	05.10.2012

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

SHAREHOLDERS DETAILS ARE ATTACHED

Equity Share Break up (Percentage of Total Equity)

AS ON 30.09.2014

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	68.01
Directors or relatives of Directors	16.09
Other top fifty shareholders	15.90
Total	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in Providing software products and related services.

Products :

Item Code No.	Product Description
85238020	Information Technology

Brand Names :

Not Divulged

Agencies Held :

Not Divulged

Exports :

Not Divulged

Imports :

Not Divulged

Terms :

Not Divulged

PRODUCTION STATUS : NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

Information declined by the management

Bankers :

• The Hongkong and Shanghai Banking Corporation Limited, 7 Mahathma Gandhi Road, Bangalore - 560001, Karnataka, India

• Citibank N. A.

Facilities :

Secured Loan	31.03.2014 (Rs. in Millions)	31.03.2013 (Rs. in Millions)
Short-term borrowings
Rupee term loans from banks	137.457	194.259
Total	137.457	194.259

Banking Relations :
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre, 100/2, Richmond Road , Bangalore – 560025, Karnataka, India
PAN No.:	AACFD3771D
Memberships :	Not Available
Collaborators :	Not Available
Holding Company :	Infosage Technologies Mauritius Limited, Mauritius
Subsidiary Company :	INSP India Software Private Limited [U72200KA2007PTC043229] Aditi Technologies Europe, GmbH
Enterprises owned or significantly influenced by Key Management Personal/ Directors or their relatives :	Aditi Staffing LLC Aditi Staffing Technologies Private Limited Aditi Staffing Investment Company Pengala Learnings Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
30,000,000	Equity Shares	Rs.10/- each	Rs. 300.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26,469,725	Equity Shares	Rs.10/- each	Rs. 264.697 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	264.697	232.156	196.010
(b) Reserves & Surplus	365.996	554.286	613.420
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	630.693	786.442	809.430
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	108.723	65.398	50.373
Total Non-current Liabilities (3)	108.723	65.398	50.373
(4) Current Liabilities
(a) Short term borrowings	137.457	194.259	79.348
(b) Trade payables	667.776	223.111	401.468
(c) Other current liabilities	199.892	255.956	67.369
(d) Short-term provisions	37.327	80.792	56.369
Total Current Liabilities (4)	1042.452	754.118	604.554
TOTAL	1781.868	1605.958	1464.357
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	232.518	261.018	187.149
(ii) Intangible Assets	23.393	0.000	54.507
(iii) Capital work-in-progress	0.000	32.729	44.831
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.918	2.174	1.256
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	106.244	169.737	120.094
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	363.073	465.658	407.837
(2) Current assets
(a) Current investments	10.004	19.000	51.447
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	722.198	671.528	660.980
(d) Cash and cash equivalents	122.464	104.334	105.184
(e) Short-term loans and advances	183.941	87.794	64.994
(f) Other current assets	380.188	257.644	173.915
Total Current Assets	1418.795	1140.300	1056.520
TOTAL	1781.868	1605.958	1464.357

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	4457.300	3512.800	3020.000
	Other Income
	TOTAL	4457.300	3512.800	3020.000
	EXPENSES
	TOTAL	4472.700	3425.400	2924.800
	PROFIT/ (LOSS) BEFORE TAX	(15.300)	87.400	95.200
Less	TAX	111.000	25.000	36.900
	PROFIT/ (LOSS) AFTER TAX	(126.300)	62.400	58.300
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	431.476	510.201	116.247
	APPROPRIATIONS
	Transfer to General Reserve	0.000	6.243	0.000
	Transfer to CRR	0.000	0.000	(335.654)
	Dividend	73.387	116.078	0.000
	Tax on Dividend	12.472	18.831	0.000
	BALANCE CARRIED TO THE B/S	219.262	431.476	510.201
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	4142.700	3276.900	2912.400
	TOTAL EARNINGS	4142.700	3276.900	2912.400
	Earnings / (Loss) Per Share (Rs.)	(4.77)	2.69	---

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PBIDT / Sales	(%)	(0.34)	2.49	3.15
Return on Total Assets (PBT/Total Assets}	(%)	(0.86)	5.56	6.71
Return on Investment (ROI) (PBT/Networth)		(0.02)	0.11	0.12
Debt Equity Ratio (Total Debt /Networth)		0.22	0.25	0.10
Current Ratio (Current Asset/Current Liability)		1.36	1.51	1.75

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	196.010	232.156	264.697
Reserves & Surplus	613.420	554.286	365.996
Share Application money pending allotment	0.000	0.000	0.000
Net worth	809.430	786.442	630.693
long-term borrowings	0.000	0.000	0.000
Short term borrowings	79.348	194.259	137.457
Total borrowings	79.348	194.259	137.457
Debt/Equity ratio	0.098	0.247	0.218

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3020.000	3512.800	4457.300
		16.318	26.887

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3020.000	3512.800	4457.300
Profit/Loss	58.300	62.400	(126.300)
	1.93%	1.78%	(2.83%)

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	No
16]	Details of sister concerns	No
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	No
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	Yes

SEGMENT REPORTING

The Company operates in a single business segment, providing software products and related services. Geographical segment constitutes the secondary segment of the Company. Segment Assets, Segment Liabilities and Fixed Assets used in the Company's business have not been identified to any reportable segment, as these are used interchangeably between segments and hence segment disclosures related to total carrying amount of segment assets, liabilities and fixed assets have not been given.

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10431968	12/06/2013	50,000,000.00	CITIBANK N. A.	506-507, LEVEL 5, PRESTIGE MERIDIAN 2,, #30, M. G  . ROAD,, BANGALORE, KARNATAKA - 560001, INDIA	B77468791
2	80003855	21/03/2013 *	250,000,000.00	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMI  TED	NO.7 MAHATAMA GANDHI RAOD, BANGALORE, KARNATAKA -  560001, INDIA	B71269013

* Date of charge modification

FIXED ASSETS

• Plant and equipment
• Furniture and fixtures
• Vehicles
• Office equipment
• Computer equipments

• 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.63.18
UK Pound	1	Rs.98.51
Euro	1	Rs.77.42

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	KAR
Report Prepared by :	SNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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.