EX-4.1 Share Purchase Agreement



 





Exhibit 4.1




DATED APRIL 20, 2007




SHARE PURCHASE AGREEMENT




AMONGST




THE SELLING SHAREHOLDERS




AND




MARKETICS TECHNOLOGIES (INDIA) PRIVATE LIMITED




AND




WNS (MAURITIUS) LIMITED









 









 





SHARE PURCHASE AGREEMENT



THIS SHARE PURCHASE AGREEMENT (this “Agreement”) dated this 20th 
day of April, 2007:




AMONGST





	1.	 	The Persons more fully mentioned in Schedule 1 hereto who shall be
singularly referred to as the “SELLING SHAREHOLDER” and collectively
as the “SELLING SHAREHOLDERS” which expression shall unless otherwise
stated in this Agreement, include its successors and permitted assigns
of the FIRST PART;




AND





	2.	 	MARKETICS TECHNOLOGIES (INDIA) PRIVATE LIMITED, a company incorporated
under the Companies Act, 1956, and having its registered office at #
1137, RG Towers, 100 Feet Road, Indiranagar, Bangalore 560038
(hereinafter referred to as “Marketics” or the “Company”, which
expression shall unless otherwise stated in this Agreement, include
its successors and permitted assigns) of the SECOND PART;




AND




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	3.	 	WNS (MAURITIUS) LIMITED, a company incorporated under the laws of the Republic of Mauritius,
and having its registered office at 10, Frere Felix de Valois Street, Port Louis, Mauritius
(hereinafter referred to as “WNS” or the “Purchaser”, which expression shall unless otherwise
stated in this Agreement, include its Parent, Subsidiaries, Affiliates, successors and
permitted assigns) of the THIRD PART.




(Each of the Selling Shareholders, the Company and the Purchaser shall, with reference to this
Agreement, be hereinafter individually referred to as a “Party” and collectively as the “Parties”).




WHEREAS





	(A)	 	The Company is in the business of the provision of technology-enabled analytics services
which use a variety of data-mining and statistical tools to help companies maximize the value
of their data and more efficiently and effectively develop and implement their strategies, to
support a variety of crucial tasks, including sales and marketing, customer service and
business planning, as also advisory activities combining the use of applied statistics and
business expertise with advanced data-handling techniques, data mining, segmentation and
predictive modelling.






	(B)	 	As of the date of this Agreement, the authorized share capital of the Company is Rs.
2,000,000 consisting of 2,000,000 Shares of Re. 1 each (as defined hereinafter). The issued
and paid up share capital of the Company is Re. 16,18,060 consisting of 16,18,060 equity
shares of Rs. 1 each.






	(C)	 	The Selling Shareholders (other than the Founders) are collectively the legal and beneficial
owners of 692,960 Shares. The Founders are collectively the legal and beneficial owners of
925,100 Shares.






	(D)	 	The 1,618,060 Shares held by the Selling Shareholders (the “Sale Shares”) represent the total
issued and paid up share capital of the Company.






	(E)	 	The Selling Shareholders have agreed to sell, and the Purchaser has agreed to purchase, the
Sale Shares (“Proposed Transaction”).






	(F)	 	The Parties are now desirous of entering into this Agreement to record the mutual rights and
obligations for the purchase of the Sale Shares by the Purchaser.





NOW THEREFORE, the Parties hereby agree as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






In this Agreement, unless the context otherwise requires or unless otherwise defined or
provided for herein, the capitalised terms used in this Agreement shall have the following
meaning:



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“Act” shall mean the Companies Act, 1956 and shall include any amendment thereto.




“Affiliate” shall mean, with respect to any Party, any other Person directly or indirectly
controlling, controlled by or under common control with such Party. For the purposes of
this definition, the term “control” (including with correlative meaning, the terms
“controlled by” and “under common control with”) as applied to any Party, means the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of that Party whether through ownership of voting securities, by
contract, or otherwise.




“Applicable Law” or “Law” means and includes all applicable statutes, enactments, acts of
legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications,
guidelines, policies, directions, directives and orders of any government, statutory
authority, tribunal, board, court or recognized stock exchange in India or overseas.




“Approvals” shall mean any permission, approval, consent, license, order, decree,
authorization, authentication of, or registration, qualification, designation, declaration
or filing with or notification, exemption or ruling to or from any governmental authority
required under any statute or regulation, or pursuant to any governmental policy, or
pursuant to any contract entered into by the Company, for consummation of the transactions
contemplated under this Agreement.




“Audited Net Income” shall mean the Net Income of the Company for the Earnout Period.




“Balance Sheets” shall mean:




	 	(a)	 	audited accounts and financial statements for the years up to March 31, 2006;
and
	 
	 	(b)	 	unaudited accounts and financial statements for the financial year ending to
March 31, 2007.






of the Company, as the context may require.




“Balance Sheet Date” shall mean March 31, 2007.




“Board of Directors” or “Board” shall mean the board of directors of the Company, in office
at the applicable time.




“Business” shall mean the business of the provision of technology-enabled analytics
services primarily in the area of sales and marketing and customer



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service which use a variety of data-mining and statistical tools to help companies maximize
the value of their data and more efficiently and effectively develop and implement their
strategies, to support a variety of crucial tasks, including sales and marketing, customer
service and business planning, as also advisory activities combining the use of applied
statistics and business expertise with advanced data-handling techniques, data mining,
segmentation and predictive modelling and any other business as may be engaged in by the
Company after the date hereof. Business shall not include market research and financial
research.




“Business Agreements” shall mean all such agreements entered into by the Company in respect
of its Business including Customer Contracts.




“Business Day” shall mean a day on which the banks are generally open for business in
Bangalore, Mauritius and Mumbai.




“Business Plan” shall mean the Business Plan of the Company, effective from the Effective
Date, set out in Schedule 2, as may be amended from time to time by the mutual consent of
the Purchaser and the Founders.




“Cause for Earnout Determination” shall mean, and always in relation to the determination
of the Earnout Consideration and/or adverse impact on Net Income:




	 	i)	 	any material deviation from the Business Plan by the Founders other than with
the prior written consent of the Purchaser; or
	 
	 	ii)	 	unremedied non-compliance by any Founder with respect to such reporting
requirements (as shall be mutually agreed between the Parties as a Condition Precedent
under Clause 3.2), for period in excess of 10 days thereafter; or
	 
	 	iii)	 	unremedied non-compliance by any Founder with Applicable Law applicable to
the Company for a period in excess of 5 days.






“Cause for Employment” shall mean, and always in relation to the employment of the Founders
and the Key Employees:




	 	(i)	 	a willful material failure or gross negligence by the respective Founders and
the Key Employees to perform all or a material part of his duties laid out under
Annexure A of their respective Employment Contracts, other than the non-achievement of
the Business Plan or observe the terms of employment as contained therein or to follow
the stated policies of the Company/Subsidiary and parent company as notified or his
failure to comply with any material term of such Employment Contract or notified
employment policies;
	 
	 	(ii)	 	conviction for an offence prosecutable with imprisonment exceeding three
years and/or a fine of Rs. 50,000 or more;
	 
	 	(iii)	 	material unremedied breach (in excess of 5 Business Days) of the Employment
Contracts;




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	 	(iv)	 	Charges being framed against the relevant Founders and/or Key Employees for
an offence of theft, fraudulent, or felonious act (“Crime of Moral Turpitude”)
committed against the Company/ Subsidiary or its Affiliates, as applicable.






“CCI Guidelines” shall mean the guidelines issued by the erstwhile Controller of Capital
Issues in relation to valuation of the shares of a company.




“Change of Control” shall mean any change in the power to direct the management or policies
of a Person, whether through the ownership of over 25% of the voting power of such Person,
through the power to appoint over half of the members of the board of directors or similar
governing body of such Person, or having rights of veto, through contractual arrangements
or otherwise.




“Charter Documents” shall mean the articles of association and memorandum of association of
the Company.




“Closing Consideration” shall mean the sum of USD 30 million.




“Collection Account” shall mean the account titled “Collection Account — WNS-Sellers
Escrow” opened and operated by the Indian Escrow Agent.




“Conditions Precedent” shall have the meaning assigned to it in Clause 3.2.




“Customer Contracts” shall mean any agreement or contracts executed by the Company with any
of its customers as listed in Schedule Q to the Disclosure Letter.




“Damages” shall have the meaning assigned to it in Clause 9.2.




“Definitive Agreements” shall mean i) this Agreement, ii) the Escrow Agreement and iii) the
Employment Agreements.




“Disclosure Letter” shall mean the letter dated as of the Effective Date and the First
Closing Date, from the Selling Shareholders to the Purchaser providing disclosures and
information in relation to the representations and warranties contained in Clause 7.1.




“E&Y” shall mean Ernst & Young, a partnership firm in India.




“Earnout Consideration” shall mean the variable consideration calculated based on the
Audited Net Income and shall be calculated as follows:




[(15 x Audited Net Income) less USD 30 Million]




The Earnout Consideration shall in no circumstances exceed USD 35 Million and will not be
below USD 0.



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Whilst computing the Earnout Consideration, the interest on any money borrowed by the
Company from any external party (including the Purchaser), with the prior written
concurrence of the Founders shall be charged to the income statement of the Company for the
purposes of determining the Earnout Consideration payable. It is hereby clarified that, any
debt availed by the Company with the prior written concurrence of the Founders and
outstanding as on March 31, 2008 (in excess of the amounts spent on the US GAAP audit of
the Company for the Financial Year 2006-07) shall be deducted from Earnout Consideration
payable under Clause 4. However, in respect of any debt availed by the Company without the
prior written concurrence of the Founders (including interest payable on such debt), no
deduction shall be made from the income statement of the Company and accordingly no
adjustment shall be made against the Earnout Consideration.




Further, for the purposes of calculating the “Earnout Consideration”, revenues and Net
Income in respect of any work undertaken by the Company during the financial year ended
March 31, 2007 (as evidenced by Management Financial Statements for financial year ended
March 31, 2007) but recognized under US GAAP for the financial year ended March 31, 2008
shall be disregarded. Provided that work-in-progress (“WIP”) as of March 31, 2008
(to the extent permitted under US GAAP) as recognized in the audited US GAAP financial
statements of the Company for the period ended March 31, 2008 shall be included in the
above determination.




It is further clarified that any accounts receivable written off in the audited US GAAP
financial statements for financial year ended March 31, 2007, but collected in financial
year ended March 31, 2008 shall not be added to Audited Net Income for the purpose of
determining Earnout Consideration. Also, any accounts receivable written off in the audited
US GAAP financial statements for financial year ended March 31, 2008, but collected by the
earlier of June 15, 2008 or the date on which the schedule of Earnout Consideration gets
audited. , shall be added to Audited Net Income for the purpose of determining Earnout
Consideration. In addition, in the event that any part of the Total Purchase Consideration
paid, is treated as expense in the income statement of the Company for the year ending
March 31, 2008, under US GAAP, due to the Non-Compete obligation undertaken by the Founders
and Key Employees, then such deemed expense shall be added back to the Audited Net Income
and shall not adversely impact the Earn Out Consideration.




For the purpose of calculating Earnout Consideration, the following shall be added to the
Net Income Before Tax:




In respect of the total revenues earned by the Purchaser from any of customers as listed in
Schedule 14 herewith for the Financial Year ended March 31, 2008, if the



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Purchaser earns any excess revenue over and above the projected revenue from such customers
as provided in Schedule 14, and if the Purchaser in its sole discretion determines that the
Company were involved in such sales in respect of such customers and that such work was
carried out by the Purchaser, 10% of such excess revenue earned by the Purchaser for the
Financial Year ended March 31, 2008, above the projected total revenue for the said period
shall be added to the Net Income Before Tax of the Company.




“Earnout Payment Date” shall mean July 15, 2008.




“Earnout Period” shall mean the period from April 1, 2007 to March 31, 2008.




“Effective Date” shall mean the date of execution of this Agreement




“Employment Contracts” shall mean the employment contracts entered into by the Founders and
the Key Employees with the Company, in form and substance satisfactory to the Purchaser.




“Encumbrance” shall mean:




	 	(i)	 	any mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, deed of trust, title retention, pre-emptive right, security
interest or other encumbrance of any kind securing, or conferring any priority of
payment in respect of, any obligation of any Person, including without limitation a
contract to give or refrain from giving any of the foregoing, including any
restriction imposed under Applicable Law or contract on the transferability of the
Sale Shares or any right granted by a transaction which, in legal terms, is not the
granting of security but which has an economic or financial effect similar to the
granting of security under Applicable Law;
	 
	 	(ii)	 	any proxy, power of attorney, voting trust agreement, interest, option, in
favour of any Person; and
	 
	 	(iii)	 	any adverse claim as to title, possession or use.






“Escrow Agents” shall mean Indian Escrow Agent and Foreign Escrow Agent.




“Escrow Agreements” shall mean the Indian Escrow Agreement and Foreign Escrow Agreement
executed by and among the Purchaser, the Selling Shareholders, the Company and the Escrow
Agents simultaneously with the execution of this Agreement.




“Existing Directors” shall mean the Directors on the Board as of the Effective Date.



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“Expert” shall have the meaning given to such term in Clause 5.4.




“Financial Year” shall mean the year starting on April 1 and ending on March 31 every year.




“First Closing Date” or “First Closing” shall mean the date on which the Conditions
Precedent are completed to the satisfaction of the Purchaser (which is no later than 2
Business Days from the date on which the last of Conditions Precedent is satisfied).




“First Tranche Consideration” shall mean the payment for the First Tranche Shares and shall
be an amount of USD 27,493,269.




“First Tranche Shares” shall mean 1,215,163 Shares representing 75.1% of the paid up share
capital of the Company.




“Force Majeure” shall mean the following events and circumstances to the extent that they,
or their consequences, have a direct impact on the performance by any Party of its duties,
obligations or responsibilities under this Agreement:




	 	(i)	 	acts of god, including without limitation fire, storms, floods, earthquake or
lightning;
	 
	 	(ii)	 	war, hostilities, terrorist acts, riots, civil commotion or disturbances,
change in governmental laws, orders or regulations (including orders of any court or
judicial/quasi judicial or any regulatory authority) adversely affecting or preventing
due performance by any Party of its duties, obligations or responsibilities under this
Agreement, embargoes, actions by a government, central or state in India or overseas,
or any agency thereof, sabotage, explosions;
	 
	 	(iii)	 	strikes, lockouts or other concerted industrial action.






“Foreign Escrow Agent” shall mean CITIBANK, N.A, London Branch appointed to perform the
functions of an escrow agent as per the terms and conditions of the Foreign Escrow
Agreement.




“Foreign Escrow Agreement” shall mean an agreement executed by the Selling Shareholders,
the Company, the Purchaser and CITIBANK, N.A, London Branch for creation of an escrow with
CITIBANK, N.A, London Branch to hold the Second Tranche Escrow Consideration for the period
until the Second Closing Date.




“Founders” shall mean i) Vinay Mishra, aged 34 years, residing at 1 Surrey Drive, Norwalk,
CT 06851, USA, ii) S. Ramakrishnan aged 35 years, residing at No 553,
16th Cross, Indiranagar, Bangalore — 560 038, and iii) Shankar
Maruwada aged 35 years, No. 5 A Krystal Apartments, 80 Feet Road, Bangalore 560 075,
collectively and the term “Founder” shall mean any one of them.



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“Governmental Permits” shall have the meaning assigned to it in paragraph 6.1(k) of
Schedule 4.




“Historical Revenue” shall mean revenue as per the Balance Sheets:




“Indemnitors” shall have the meaning assigned to it in Clause 9.2.




“Indian Escrow Agent” shall mean Citibank, N.A, Mumbai Branch appointed to perform the
functions of an escrow agent as per the terms and conditions of the Indian Escrow
Agreement.




“Indian Escrow Agreement” shall mean an agreement executed by the Selling Shareholders, the
Company, the Purchaser and Citibank, N.A, Mumbai Branch for creation of an escrow to hold
the shares of all the Selling Shareholders for the period until the Second Closing Date.




“Indian GAAP” shall mean generally accepted accounting principles prescribed by the
Institute of Chartered Accountants of India.




“Information” shall have the meaning assigned to it in Clause 13.




“Intellectual Property” shall have the meaning assigned to it in paragraph 6.1(l) of
Schedule 4.




“Key Employees” shall mean the employees of the Company listed in Schedule 5.




“Material Adverse Effect” means, subject to Force Majeure, any change including but not
limited to any change, event or effect that is materially adverse to the Business, assets
(including intangible assets), financial condition or operations of the Company, provided
that the term shall not include:




	 	(i)	 	provision of loans to employees prior to March 31, 2007 as detailed in
Schedule 6 attached herewith.
	 
	 	(ii)	 	any changes in tax laws and other statutes (for instance, adverse impact on
the profitability due to the effect of Minimum Alternate Tax levied as per the current
Budget); and
	 
	 	(iii)	 	Any change, event or effect effected or undertaken at the instance and
request of the Purchaser.






Provided further that any Material Adverse Effect caused by any Law enacted after the date
hereof that have or will come into force with retrospective effect cannot be considered for
this purpose.




“Net Income” shall mean the income of the Company after all applicable taxes, as determined
in the financial statements prepared in accordance with US GAAP with US Dollar as reporting
currency.



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“PAT” shall mean profits after Tax determined in accordance with Indian GAAP.




“Person” means any natural person, limited or unlimited liability company, corporation,
partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust,
union, association, government or any agency or political subdivision thereof or any other
entity that may be treated as a person under Applicable Law.




“Proposed Transaction” shall have the meaning given to it in Recital E above.




“Purchaser Indemnified Person” shall have the meaning assigned to it in Clause 9.2.




“Rs” or “Rupees” shall mean the lawful currency of India.




“Second Closing Date” shall have the meaning set out in Clause 4.2.




“Sale Shares” shall have the meaning given to such term in Recital D.




“Second Tranche Consideration” shall mean the sum of the Second Tranche Escrow
Consideration and the Earn Out Consideration, if any, both of which are terms as defined
hereinafter.




“Second Tranche Escrow Consideration” shall mean the sum of USD 2,506,731, being the price
for the Second Tranche Shares determined in accordance with the CCI Guidelines.




“Second Tranche Shares” shall mean 402,897 Shares representing 24.9% of the paid up share
capital of the Company.




“Shareholders” shall mean the shareholders of the Company.




“Shares” shall mean the equity shares of the Company having a face value of Rs. 1 each.




“Stock Options” shall mean (i) any employees stock options granted by the Company and/ or
the Subsidiaries to their employees under any stock option plan or stock purchase plan or
any other similar employee benefit schemes as may be relevant until the date hereof, and/or
(ii) any right under any agreement or arrangement granting a Person right to subscribe to
the share of the Company.




“Subsidiary” shall mean Marketics Inc, a company incorporated in United States of America
under the laws of Delaware and shall include a subsidiary of the Company as defined under
the Act.



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“Tax” or collectively “Taxes” shall mean any and all applicable taxes as on the Effective
Date and as on the First Closing Date relating to the Company and its Subsidiaries .




Provided that no liability shall lie upon any Party making any representations or
warranties under this Agreement in respect of any Law enacted after the date hereof, and
that may have or will come into force with retrospective effect.




“Tax Returns” shall mean any and all returns, estimates, information statements, reports
and any other filings mandatorily required by Law relating to Taxes required to be filed by
the Company with any Person.




“Third Party Claim” shall have the meaning assigned to it in Clause 9.6.




“Total Purchase Consideration” shall mean the sum of the Closing Consideration and the
Earnout Consideration.




“United States” shall mean the United States of America.




“US GAAP” shall mean generally accepted accounting principles in the United States.




“USD” shall mean United States Dollars, the lawful currency of the United States.




	1.2	 	Interpretation






	 	(a)	 	Headings and bold typeface are only for convenience and shall be ignored for
the purposes of interpretation.
	 
	 	(b)	 	Unless the context of this Agreement otherwise requires:






	 	(i)	 	words using the singular or plural number also include the
plural or singular number, respectively;
	 
	 	(ii)	 	words of any gender are deemed to include the other gender;
	 
	 	(iii)	 	the terms “hereof”, “herein”, “hereby”, “hereto” and
derivative or similar words refer to this entire Agreement or specified
Clauses of this Agreement, as the case may be;
	 
	 	(iv)	 	the term “Clause” refers to the specified Clause of this
Agreement;
	 
	 	(v)	 	reference to any legislation or Law or to any provision
thereof shall include references to any such Law as it may, after the date




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	 	 	 	hereof, from time to time, be amended, supplemented or reenacted, and any
reference to statutory provision shall include any subordinate legislation
made from time to time under that provision;






	 	(vi)	 	“Knowledge” when used in respect of the Company, the Founders
and/or the Selling Shareholders, shall mean all the data, facts and/or
information by whatever name called that is within the Knowledge of the
Company or the Founders or, insofar as such matters relate to the operations
of the Company Krishnaraj Venkatraman or, insofar as such matters relate to
the books of accounts of the Company Ruchi Kapoor, provided that the Company
or the Founder(s) or Krishnaraj Venkatraman or Ruchi Kapoor shall have made
due and diligent inquiry, including from all relevant employees, directors,
officers and consultants of the Company or Selling Shareholders;
	 
	 	(vii)	 	reference to the word “include” shall be construed without
limitation;
	 
	 	(viii)	 	the Schedules hereto shall constitute an integral part of this Agreement;
	 
	 	(ix)	 	references to the terms “term loan” and “working capital
loan” shall not include (i) any customer advances that may have been received
at any time or (ii) any current liabilities and provisions which may also
include amounts due to employees on account of any reimbursements, vendors or
creditors (other than those due to banks or financial institutions) of the
Company.






	2.	 	AGREEMENT TO SELL AND PURCHASE SHARES






Subject to the terms and conditions of this Agreement, in consideration of the Total
Purchase Consideration to be paid by the Purchaser to the Selling Shareholders, in the
manner hereinafter set out, and in consideration of the mutual covenants set out herein,
each Selling Shareholder agrees to sell and the Purchaser agrees to purchase from the
Selling Shareholders all of the Sale Shares along with the good will, by purchasing the
First Tranche Shares on the First Closing Date, and the Second Tranche Shares on the
Second Closing Date, free from all and any Encumbrance whatsoever and together with
all rights and advantages now and hereafter attaching or accruing thereto (save for
such rights that have been revoked or already provided in favour of the Purchaser
at First Closing Date), so that the Purchaser will upon transfer of the Sale Shares in
its name, receive full legal and beneficial ownership and all shareholder rights relating
thereto. The sale and purchase of the Sale Shares, together with the



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payment of the Total Purchase Consideration as mentioned hereinabove shall be effected in
accordance with Table 1 herein below.



Table 1




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Date of Transfer of
	 	 	Percentage of	 	Consideration Amount	 	Shares & Payment
	Particulars	 	Shares Transferred	 	Payable	 	Date
	First Tranche Shares
	 	 	75.1	%	 	First Tranche Consideration
	 	First Closing Date

	Second Tranche Shares
	 	 	24.9	%	 	Second Tranche Consideration
	 	On or before Earnout Payment Date

	Total
	 	 	100.00	%	 	 	 	 	 	 	 	 







	3.	 	FIRST TRANCHE CONSIDERATION AND FIRST CLOSING DATE






	3.1	 	(i)	 	Subject to Clause 3.2 below, on the First Closing Date the Purchaser shall pay to the
Selling Shareholders the First Tranche Consideration as payment for the First Tranche Shares,
in accordance with Schedule 8.






	 	 	(ii)	 	Notwithstanding anything contained in this Agreement, in the event that the
Company has any secured or unsecured term loan or working capital loan availed, or
agreed to be availed, from any Person prior to the First Closing Date; such sum shall
be deducted from the First Tranche Consideration and paid directly to the respective
creditors on First Closing Date and/or such other dates as required per their
contracts with the Company, The remaining amounts shall be paid to the Selling
Shareholders pro rata.






	3.2	 	The obligation of the Purchaser to acquire the First Tranche Shares and make payment of the
First Tranche Consideration shall be conditional upon the satisfaction (or, where permissible
under Applicable Law, waiver by the Purchaser at its sole discretion) of the following
conditions precedent (the “Conditions Precedent”):






	 	(a)	 	The execution of the Definitive Agreements and closing documents in the
formats appended hereto;
	 
	 	(b)	 	The receipt of all corporate approvals and the regulatory Approvals as
required to be obtained by the Selling Shareholder and/ or the Company to the
satisfaction of the Purchaser including as provided in Schedule 9;
	 
	 	(c)	 	All of the Company’s, the Selling Shareholders’ (other than the Founders) and
the Founders’ representations and warranties in this Agreement (considered
collectively), and each of the representations and warranties




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	 	 	 	(considered individually) as set forth in Clause 7.1 hereof, shall be true and fair
in all respects as of the Effective Date and as of the First Closing Date and the
Selling Shareholders (including Founders) shall have performed and complied with
all, and not be in breach or default under any agreements, covenants, conditions
and obligations contained in this Agreement that are required to be performed or
complied with on or before the First Closing Date;
	 
	 	(d)	 	There shall not have been any proceeding, order, or injunction, which (i)
prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise
interferes with the consummation of any of the transactions contemplated under the
Definitive Agreements, or (ii) imposes conditions upon the ownership or substantially
obstructs the operations of the Company or its Subsidiaries or which prevents the
Purchaser from purchasing the Sale Shares and no law shall have been, promulgated,
adopted, enacted or entered or otherwise made effective by any Governmental Authority
after the Balance Sheet Date that has or would prevent the Purchaser from performing
its obligations hereunder;
	 
	 	(e)	 	The Company shall not have any secured or unsecured term loans or working
capital loans from any Person, other than as disclosed in the Disclosure Letter,;
	 
	 	(f)	 	The Business Plan shall have been prepared by the Company and agreed to by
the Founders and the Purchaser. Prior to First Closing, the Purchaser shall accord its
assent or approval of the Business Plan in writing to the Company and the Founders;
	 
	 	(g)	 	The Company shall have been operated between the Effective Date and the First
Closing Date in the same or similar manner as on the Effective Date;
	 
	 	(h)	 	The Company shall not have transferred, Encumbered or otherwise disposed of
any of its assets as set out in the Balance Sheets of the Company in excess of the
value of Rs. 20,00,000 (cumulative) without the prior consent of the Purchaser, except
in the ordinary course of business;
	 
	 	(i)	 	The Company shall not have announced or paid any dividends or other forms of
distribution to any shareholder (however, payments for services rendered or employment
in the ordinary course of business shall be excepted), in the period between March 7,
2007 and the First Closing Date;
	 
	 	(j)	 	There shall be no Encumbrance on the Sale Shares, save for such Encumbrances
already made in favour of the Purchaser by way of this Agreement, and all necessary
approvals for the transfer of the same shall have been obtained from the Selling
Shareholders;






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	 	(k)	 	The Founders delivering to the Purchaser, the Disclosure Letter, the
contents of which are acceptable to the Purchaser;
	 
	 	(l)	 	All assets required to operate the Business during the Earnout Period, in the
same or similar manner as conducted prior to the Effective Date, are in the Company
and its Subsidiary;
	 
	 	(m)	 	On First Closing Date, the Company will terminate the following agreements
and ensure that there will be no continuing obligations arising out of these
agreements,, liabilities arising out of these agreements or outstanding dues owed by
the Company and/ or the Selling Shareholders to any other parties thereunder.






	 	(i)	 	Shareholders Agreement dated August 21, 2004 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India)
Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar
Maruwada;
	 
	 	(ii)	 	Subscription Agreement dated November 1, 2004 entered into
between the Company and Mr. Glen M. Springer which termination shall be
effective from April 1, 2007;
	 
	 	(iii)	 	Shareholders Agreement dated July 18, 2005 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark Capital Advisors (India)
Private Limited, Mr. S. Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada
and M/s Tawny Dove Limited;
	 
	 	(iv)	 	Shareholders Agreement dated December 23, 2005 entered into
between the Company, Mr. Raji Raju, Mr. S. Ramakrishna, Mr. Vinay Mishra, Mr.
Shankar Maruwada, Mr. Ganesh Krishnan, Spark Capital Advisors and M/s Tawny
Dove Limited;
	 
	 	(v)	 	Share Subscription Agreement dated November 1, 2005 entered
into between the Company and Infernotions Corporation; and
	 
	 	(vi)	 	Share Subscription Agreement dated August 17, 2006 entered
into between the Company and M.S.Krishnan.






	 	(n)	 	The Company shall have obtained letters (in the format as provided in Schedule
18A) from each of the Selling Shareholders other than the Founders, K.Ganesh, Tawny
Dove Ltd, Spark Capital Advisors (India) Private Limited, Raji Raju, Glen Springer,
Infernotions Corporation, M S Krishnan confirming that there are no options
outstanding in their favour, that they have no rights whatsoever to be issued any
shares in the Company or the Subsidiary after the Effective Date, and also stating
their respective designated bank accounts to which the First Closing




16









 






	 	 	 	Consideration shall be paid by the Purchaser in accordance with Clause 3.1(i) and
confirming that the undated cheques delivered by each of them under sub-clause 3.2
(q) are in respect of total repayment of loans (with no outstanding dues
thereafter) availed by each of them from the Company for exercise of any of their
Stock Options prior to the date hereof. In addition, the Company shall have
obtained letters (in a form as provided in Schedule 18B) from Glen Springer and
Infernotions Corporation confirming that there are no options outstanding in their
favour, that they have no rights whatsoever to be issued any shares in the Company
or the Subsidiary after the Effective Date and also stating their respective
designated bank accounts to which the First Closing Consideration shall be paid by
the Purchaser in accordance with Clause 3.1(i).






	 	(o)	 	The Company shall have terminated any or all powers granted to Founders under
any power of attorney or board resolution and have issued the necessary powers to the
Founders/Key Employees with powers vide a Board Resolution to operate the Company with
full authority pursuant to Clause 5.3 of this Agreement in a form to be mutually
agreed between the Parties.
	 
	 	(p)	 	The Parties shall have mutually agreed to the form and substance of reporting
requirements to be complied with by the Founders as provided in the definition of
“Cause for Earnout Determination”.
	 
	 	(q)	 	The Employees listed in the Schedule 6 herewith shall have delivered to the
Company undated cheques favouring the Company for an amount indicated against the name
of each Employee mentioned in the said Schedule.
	 
	 	(r)	 	The Company shall have provided the Board resolutions and Forms 2 filed with
the Registrar of Companies, Karnataka in respect of the allotment of Equity Shares
made by the Company:






	 	(i)	 	on March 31, 2007; and
	 
	 	(ii)	 	to Mr. S. Ramakrishnan, Mr. Vinay Mishra, Mr. Shankar
Maruwada, Tawny Dove Limited, Mrs. Raji Raji, Mr. Glen Springer, and
Infernotions Corporation.






	 	(s)	 	Each of the advisors of the Company, viz. Spark Capital Advisors, ALMT Legal
and Grant Thorton, shall have terminated their respective agreements executed with the
Company in relation to the transaction contemplated under this Agreement and shall
have provided a letter conirming that no claims are due to be paid to each or any of
them in respect of this transaction.
	 
	 	(t)	 	Each Selling Shareholder, must submit either a






	 	i.	 	declaration in IRS Form W-8, in the case of non-resident aliens of the
United States, or




17









 












	 	ii.	 	declaration in Form W-9 in the case of U.S. resident aliens or U.S.
citizens.






	 	(u)	 	The Parties shall have executed the Indian Escrow Agreement and the Foreign
Escrow Agreement in a form to be mutually agreed between the Parties;
	 
	 	(v)	 	The Founders and the Key Employees shall have executed Employment Letters in
a form to be mutually agreed between the Parties;






	3.3	 	Fulfilment of Conditions Precedent






	 	(a)	 	The Company and the Selling Shareholders shall use their best endeavours to
ensure, fulfill or procure the fulfillment of the Conditions Precedent on or before
April 30, 2007.
	 
	 	(b)	 	If at any time any Party becomes aware of any circumstances that will or are
likely to give rise to the non-fulfilment of the Conditions Precedent by April 30,
2007, then such Party shall immediately give to the other Parties written particulars
of any such circumstances and the Parties hereto shall co-operate fully with a view to
procuring fulfilment of the relevant Condition Precedent.






	3.4	 	The obligation of the Selling Shareholders to sell the Sale Shares shall be conditional upon:






	 	(a)	 	The execution of the Definitive Agreements and closing documents in the
formats appended hereto;
	 
	 	(b)	 	The Purchaser having provided a copy of the certificate of incorporation and
registration with the Financial Services Commission, Mauritius.
	 
	 	(c)	 	the receipt of all corporate approvals and regulatory Approvals as may be required
for the entry into and performance of the transactions contemplated by this
Agreement.,. The Purchaser shall use it’s best endeavours to obtain the same by April
30, 2007;
	 
	 	(d)	 	All of the Purchaser’s representations and warranties in this Agreement,
shall be true and fair in all respects as of the Balance Sheet Date and First Closing
Date and the Purchaser shall have performed and complied with all, and not be in
breach or default under any agreements, covenants, conditions and obligations
contained in this Agreement that are required to be performed or complied with on or
before the First Closing Date;




18









 












	 	(e)	 	There shall not have been any proceeding, order, or injunction, which (i)
prohibits, prevents, restrains, restricts, delays, makes illegal or otherwise
interferes with the consummation of any of the transactions contemplated under the
Definitive Agreements, or (ii) prevents the Selling Shareholders from selling the Sale
Shares and no law shall have been, promulgated, adopted, enacted or entered or
otherwise made effective by any Governmental Authority after the Balance Sheet Date
that has or would prevent the Selling Shareholders from performing its obligations
hereunder
	 
	 	(f)	 	The Business Plan shall have been agreed to by the Founders and Purchaser in
writing.






	3.5	 	At First Closing:






	 	(a)	 	Each of the Selling Shareholders shall deliver to the Purchaser, share
certificates in relation to the number of the First Tranche Shares set out against the
Selling Shareholder’s name in Schedule 1 along with (i) currently dated share transfer
forms duly signed by the Selling Shareholder, on which appropriate stamp duty has been
paid, and (ii) such other evidence of title as may be necessary to validate the
transfer of the First Tranche Shares under Applicable Law.






Provided that in the event that the First Tranche Shares are dematerialized prior
to the First Closing Date, the transfer of the First Tranche Shares shall be by
delivery of duly executed depositary participant instruction slips by the Selling
Shareholders and the Purchaser to their respective depositary participants in
respect of their respective depositary participant accounts as shall be intimated
to each other prior to the First Closing Date.




	 	(b)	 	Subject to the deductions as may be required to be made under Clause 3.1(ii),
the Purchaser shall pay to each Selling Shareholder such portion of the First Tranche
Consideration as set out against such Selling Shareholder’s name in Schedule 8, by way
of a wire transfer of such amounts into the Selling Shareholder’s bank account,
details of which are as set out in Schedule 8.
	 
	 	(c)	 	the Selling Shareholders shall deliver to the Purchaser, certified true
copies of resolutions of the Board of Directors, in form and substance satisfactory to
the Purchaser approving the following:






	 	(i)	 	The resignation of the Existing Directors (other than Mr. S.
Ramakrishnan and Mr. Vinay Mishra), the handing over of any properties or
records of the Company in their possession, and confirmation in writing that
no monies are due to any one or more of them from the Company, and if such
monies are due, written waiver of claims thereto;




19









 












	 	(ii)	 	Registration of the transfer of the First Tranche Shares from the
Selling Shareholders to the Purchaser and entry of the name of the Purchaser
in the register of members of the Company by the Board of Directors prior to
their resignation;
	 
	 	(iii)	 	The appointment of such number of Directors recommended by
the Purchaser on the Board of Directors;
	 
	 	(iv)	 	Revocation of all powers granted to the Existing Directors
who will have resigned pursuant to the provisions of this Agreement;
	 
	 	(v)	 	Change in the authorised signatories of all the bank accounts
maintained by the Company such that the authorised signatories for amounts in
excess of Rs.25,00,000/- (Rupees Twenty Five Lakhs Only) shall be one
representative each of the Purchaser and the Founders, and for amounts less
than Rs. 25,00,000/- (Rupees Twenty Five Lakhs Only) shall be any 2 (Two)
representatives of the Founders. Provided that any 2 (Two) representatives of
the Founders as designated by the Purchaser shall be authorised to make
payments of amounts above the limits specified above in respect of salaries
and other payments payable to the employees and payments of statutory dues to
governmental and other regulatory authorities; provided that the Founders
shall provide a monthly report to the Purchaser of payments of salaries and
other payments to be made to the employees and payments of statutory dues to
governmental and other regulatory authorities.
	 
	 	(vi)	 	Execution and submission of Power of Attorney in the form as
may be agreed between the Parties and executed by the Selling Shareholders in
favour of the Purchaser to vote on Second Tranche Shares as per direction of
the Purchaser, which is to be valid till the Earn Out Payment Date.






	 	(d)	 	The Purchaser shall deposit the Second Tranche Escrow Consideration and the
Selling Shareholders shall deposit the Second Tranche Shares with the Escrow Agents in
accordance with the Escrow Agreements.
	 
	 	(e)	 	The Articles of Association of the Company shall be amended in a form to the
satisfaction of the Purchaser.






	3.6	 	The Company and the Selling Shareholders shall, at the cost of the Purchaser, provide the
Purchaser with all assistance that may be requested so as to enable the Purchaser to ensure
that all filings, intimations etc. as the case may be, in relation to the transaction set out
in this Agreement are complied with including but not limited to the requisite filings with
the Reserve Bank of India.




20









 












	3.7	 	Notwithstanding anything to the contrary in this Agreement or elsewhere, and notwithstanding
any event of Force Majeure, in the event that the First Closing does not occur by May 15,
2007, then this Agreement shall stand automatically terminated without recourse or remedy to
any of the Parties hereto. Further, in the event that this Agreement is so terminated on or
before May 15, 2007, the Purchaser shall pay to the Company the amounts spent by it for the
purposes of conducting the US GAAP audit by E&Y for financial year 2007.
	 	 	 
	4.	 	SECOND TRANCHE CONSIDERATION AND EARNOUT CONSIDERATION
	 	 	 
	4.1	 	The Parties hereby agree that within 30 days of the First Closing Date, the Company shall
appoint and the Selling Shareholders shall cause the Company to appoint E&Y to audit, by June
15, 2008 (i) the financial statements of the Company prepared by the Company in accordance
with US GAAP for the Earnout Period; and (ii) the schedule of Earnout Consideration prepared
by the Purchaser in accordance with the provisions of this Agreement. The Company shall and
the Parties shall cause the Company to provide to E&Y unrestricted access to the books of
account, documents, files and papers of the Company in order for E&Y to conduct and complete
its audit. In case E&Y fails to complete their audit by 15th  June 2008 for
lack of information to be provided or cooperation to be extended by the Shareholder and/or by
the Company, then the Earnout Payment Date shall get extended by the same period as that from
June 15, 2008 until the date of completion of such audit by E&Y, which shall not be later than
July 15, 2008. The financial statements and the schedule of Earnout Consideration as audited
by E&Y, independent auditors, shall be binding on the Parties.
	 
		 	The Parties hereby agree that if any Party disputes the Earnout Consideration as audited by
E&Y, it may seek a determination of the Earnout Consideration by an internationally reputed
audit firm (the “Audit Firm”) and raise a dispute in this regard only after, i) receipt of
the Earnout Consideration and the Second Tranche Escrow Consideration by the Selling
Shareholders, and ii) transfer of the Second Tranche Shares to the Purchaser, in accordance
with Clause 4.2 below. All costs in relation to the Audit Firm appointed in terms of the
preceding sentence shall be borne:







	 	(i)	 	by the Selling Shareholders if the Earnout Consideration is determined by the
Audit Firm to be equal to or less than the Earnout Consideration audited by E&Y;
	 
	 	(ii)	 	by the Purchaser if the Earnout Consideration is determined by the Audit Firm
to be greater than the Earnout Consideration audited by the E&Y.




21









 












Provided that if the Earnout Consideration as determined by the Audit Firm above is
determined to be greater than the Earnout Consideration audited by E&Y, then the Purchaser
shall, forthwith within 30 days of the determination by the Audit Firm pay the balance
unpaid amount of the Earnout Consideration due, failing which the Purchaser shall be in
material default of this Agreement.




Provided that, if the Earnout Consideration as determined by the Audit Firm is determined
to be lesser than the Earnout Consideration audited by E&Y, then the Selling Shareholders
shall, forthwith within 30 days of the determination by the Audit Firm, proportionately pay
back to the Purchaser the difference between the Earnout Consideration as audited by E&Y
and by the Audit Firm respectively, failing which the Selling Shareholders shall be in
material default of this Agreement.




	4.2	 	(i)	 	 Subject to sub-clause (iii) below, on or prior to the Earnout Payment Date (the “Second
Closing Date”), the Purchaser shall pay the Earnout Consideration to the Selling Shareholders
on a pro rata basis and the Foreign Escrow Agent shall, upon receipt of intimation (which
shall be made by the Purchaser contemporaneous with the payment of the Earnout Consideration
to the Selling Shareholders) from the Purchaser of payment of the pro rata Earnout
Consideration by the Purchaser to Manik Bhandari, Glen M Springer, Infernotions Corporation,
M.S.Krishnan, Tawny Dove Ltd into their respective Bank Accounts as mentioned in Schedule 8
hereunder and to the rest of the Selling Shareholders into the Collection Account, forthwith
release the Second Tranche Escrow Consideration to Manik Bhandari, Glen M Springer,
Infernotions Corporation, M.S.Krishnan, Tawny Dove Ltd into their respective Bank Accounts as
mentioned in Schedule 8 hereunder and to the rest of the Selling Shareholders into the
Collection Account by way of a wire transfer of such amounts. Simultaneously with the release
the Second Tranche Escrow Consideration to the Selling Shareholders, the Indian Escrow Agent
shall release the Second Tranche Shares to the Purchaser. The Parties agree that the Earnout
Consideration payable under the provisions of this Agreement shall be paid by the Purchaser in
the proportions as indicated in Schedule 22 to the designated bank account of each of the
Selling Shareholders as provided in Schedule 22, to be notified to the Purchaser prior to the
First Closing Date. It is clarified that the Purchaser shall not be in breach of its
obligation to pay the Earnout Consideration to the Selling Shareholders if the Purchaser has
paid the Earnout Consideration into the designated bank account as provided hereinabove and
the same shall not be frustrated by the said designated bank account being incorrect at the
time of payment of the Earnout Consideration. It is clarified that the Purchaser shall be
deemed to have discharged its obligations under this Clause 4.2 upon payment of the amounts to
the designated bank accounts as above and the obtaining of evidence of remittance of such
amounts from the Purchaser’s bank account.




22









 












	 	(ii)	 	Subject to sub-clause (iii) below, if the Purchaser fails to make/cause the
payment of Second Tranche Escrow Consideration and/or the Earnout Consideration in
accordance with the provisions of this Agreement, then notwithstanding anything to the
contrary contained in this Agreement, the Purchaser shall be deemed to have offered to
sell to the Founders the First Tranche Shares at Re. 1 (Rupee one) per Share, and
shall accordingly forthwith transfer the First Tranche Shares to the Founders.
Further, the Selling Shareholders shall be entitled to forthwith instruct the Foreign
Escrow Agent to transfer the Second Tranche Shares deposited with the Indian Escrow
Agent back to the relevant Selling Shareholder.
	 
	 	(iii)	 	If the delay in the payment of the Second Tranche Escrow Consideration
and/or the Earnout Consideration beyond the Earnout Payment Date is caused due to
Force Majeure or Indian regulatory delays beyond the control of the Purchaser, the
Earnout Payment Date shall be extended by the delay occasioned by such Force Majeure
or regulatory delay. Notwithstanding anything to the contrary stated in this Agreement
or elsewhere, in the event of any delay in the payment of the Second Tranche Escrow
Consideration and/or the Earnout Consideration under this sub clause (iii) beyond the
Earnout Payment Date, the Earnout Consideration (provided that the same has been
determined in accordance with Clause 4.1) shall be placed in escrow with an escrow
agent, to be designated by the Selling Shareholders in accordance with an agreement
to be mutually agreed by the Parties at the relevant time.






	4.3	 	Notwithstanding anything contained in this Agreement, on the occurrence of:






	 	(a)	 	a merger/ demerger or sale of the substantial undertaking of the Company; or
	 
	 	(b)	 	a sale of more than 50% of the Shares of the Company to any third party
(other than an Affiliate of the Purchaser); or
	 
	 	(c)	 	any Change of Control of the Company or its subsidiaries (other than to an
Affiliate of the Purchaser);






	      	 	prior to the Second Closing Date, the Purchaser shall forthwith pay the Earnout
Consideration to the Selling Shareholders as per Clause 4.2(i) on a pro rata basis and
instruct the Foreign Escrow Agent to release the Second Tranche Escrow Consideration to the
Selling Shareholders in accordance with the said Clause 4.2(i). Simultaneously, the Indian
Escrow Agent shall transfer the Second Tranche Shares to the Purchaser.





23









 











		 	For the purposes of this Clause 4.3, the Earnout Consideration shall be USD 35 Million net
of any withholding tax obligation as per Applicable Law and subject to any adjustments/
deductions to the Earnout Consideration that is permissible to be made under the provisions
of this Agreement.
	 
	4.4	 	Notwithstanding anything contained in this Agreement, the Purchaser may at its sole option at
any time prior to the Earnout Payment Date, instruct the Foreign Escrow Agent to release the
Second Tranche Escrow Consideration to the Selling Shareholder’s in accordance with Clause
4.2(i) and pay an Earnout Consideration of USD 35 Million or any lower amount that may be
mutually agreed by the Parties, to the Selling Shareholders as per the said clause 4.2(i).
Simultaneously, the Indian Escrow Agent shall release the Second Tranche Shares to the
Purchaser.






	4.5	 	Notwithstanding anything contained in this Agreement, in the event of the institution of:






	 	(a)	 	voluntary or involuntary liquidation of the Purchaser at any time prior to
the Earnout Payment Date and provided that a liquidator is appointed; or
	 
	 	(b)	 	voluntary liquidation of the Company prior to the Earnout Payment Date;






		     	

the Purchaser shall forthwith pay the Earnout Consideration to the Selling Shareholders as
per Clause 4.2(i) on a pro rata basis and instruct the Foreign Escrow Agent to release the
Second Tranche Escrow Consideration to the Selling Shareholder’s in accordance with the
said clause 4.2(i). Simultaneously, the Indian Escrow Agent shall release the Second
Tranche Shares to the Purchaser.
	 
		     	For the purposes of this Clause 4.5, the Earnout Consideration shall be USD 35 Million
subject to any adjustments/ deductions to the Earnout Consideration that is permissible to
be made under the provisions of this Agreement.








	4.6	 	Notwithstanding anything contained in this Agreement, in the event of the institution of an
involuntary liquidation of the Company during the Earnout Period and provided that a
liquidator is appointed, the Purchaser shall forthwith instruct the Foreign Escrow Agent to
release the Second Tranche Escrow Consideration to the Selling Shareholders as per Clause
4.2(i). Simultaneously, the Indian Escrow Agent shall release the Second Tranche Shares to the
Purchaser.
	 
	 	 	Notwithstanding the above, if the institution of the involuntary liquidation of the Company
is triggered by any act or omission of the Purchaser, the Purchaser shall additionally be
liable to pay the Selling Shareholders the Earnout Consideration, which for the purposes of
this Clause 4.6 shall be USD 35 Million subject to any adjustments/ deductions to the
Earnout Consideration that is permissible to be made under the provisions of this
Agreement.




24









 












	4.7	 	Pursuant to the transfer of the Second Tranche Shares in accordance with this Clause 4, the
Company and the Selling Shareholders shall provide the Purchaser with all assistance that may
be requested so as to enable the Purchaser to ensure that all filings, intimations etc. as the
case may be, in relation to the transaction set out in this Agreement are complied with
including but not limited to the requisite filings with the Reserve Bank of India.






	4.8	 	For the avoidance of doubt, it is clarified that the payment of the Earnout Consideration is
not contingent upon the continued employment of the Founders and Key Employees with the
Company.






	4.9	 	The Parties hereby agree that prior to payment of Earnout Consideration and Second Tranche
Consideration under Cluse 4.3 or 4.4 or 4.5 or 4.6, the Company shall appoint and the Selling
Shareholders shall cause the Company to appoint E&Y to audit the schedule of Earnout
Consideration prepared by the Purchaser in accordance with the provisions of this Agreement
The Company shall and the Parties shall cause the Company to provide to E&Y unrestricted
access to the books of account, documents, files and papers of the Company in order for E&Y to
conduct and complete its audit. The financial statements and the schedule of Earnout
Consideration as audited by E&Y, independent auditors, shall be binding on the Parties.






	5.  	 	CONDUCT OF BUSINESS






	5.1	 	The Parties agree that from the First Closing Date till the end of the Earnout Period, the
Company shall carry on the Business in its ordinary course in accordance with and to achieve
the Business Plan. Any changes to the Business Plan during the Earnout Period shall be made
only with the mutual consent of Founders and the Purchaser.






	5.2	 	Subject to the Purchaser’s corporate governance policies as on the Effective Date, the
Purchaser and the Company shall ensure that the Founders will have full authority as employees
and directors as applicable over the Business till the end of the Earnout Period. During the
Earnout Period, subject to provisions of Clause 6.3, the Purchaser shall ensure that two of
the Founders (or their nominees) will continue as Directors of the Company subject to the
Purchaser having majority control over the Board. For a meeting of Board of Directors, a
notice shall be given to all the Directors of the Company at least 7 days prior to the date of
holding the meeting. During the Earnout Period, the nominees of the Founders shall have a
right to appoint an alternate director as per Applicable Laws, in case any of the nominees of
the Founders are unable to attend the meetings of the Board for reason of not being physically
present in India. Subject to applicable law, 1/3rd of the total strength of Directors (any
fraction contained in that 1/3rd being rounded off to the nearest natural number) or two
Directors (whichever is higher) shall constitute the quorum for a meeting of Board of
Directors, provided that, the physical presence of at least 2 (Two) directors nominated by the
Purchaser shall be required to constitute such quorum. Provided further that with





25









 











respect to matters related to any amendments to the Business Plan, the physical presence of
the 2 (Two) Directors nominated by the Founders or their Alternate Directors shall be
required in such a meeting.




It is further clarified that the Key Employees and Founders shall, during the Earnout
Period, enjoy terms of employment no less favourable than those currently enjoyed by the
Key Employees and the Founders (as the case may be).




	5.3	 	The Purchaser shall at all times allow the Founders and the Key Employees to discharge their
functions as employees and directors as applicable during the Earnout Period, without
interruption or interference, and shall ensure that they are not given any responsibilities in
addition to their responsibilities as on the First Closing Date and/or relocated from their
places of work as on the First Closing Date. However, Founders shall not take any decision on
the matters listed in Schedule 13 without the express consent of the Purchaser. During the
Earnout Period, the Key Employees and Founders will have the same roles and responsibilities
in the Company as they have prior to the First Closing Date and their compensation shall be on
terms no less favourable than as those enjoyed by them prior to the First Closing Date. Any
proposed change in the terms of employment of the Key Employees and/or the Founders shall not
be made unless with the specific prior written concurrence of the Founders. Accordingly, Mr.
S Ramakrishnan, the current Managing Director and Chief Executive Officer, will continue to be
the Managing Director and Chief Executive Officer of the Company during the Earnout Period.






	5.4	 	Determination by Expert






	 	(a)	 	Notwithstanding anything to the contrary contained in this Agreement, if the
Purchaser, by virtue of its control over the Company, during anytime between the First
Closing Date and the Earnout Payment Date, unilaterally takes any decision, either a
commission or an omission, with respect to the Company, without the prior written
concurrence of the Founders; and which the Founders reasonably believe has adversely
impacted the Audited Net Income of the Company during the Earnout Period, then the
Founders may refer the matter to Mr. Sanjeev Agarwal, currently working as Managing
Director of Helion Ventures Pvt Ltd, or such other person as mutually agreed between
the Founders and Purchaser (the “Expert”). It is further clarified that the reference
to the Expert shall extend to the determination of the existence of an event which may
be Cause for Earnout Determination.
	 
	 	(b)	 	If the Expert determines that the Purchaser has adversely impacted the Net
Income of the Company without Cause for Earnout Determination, then the impact on Net
Income as determined by the Expert shall be added to the Audited Net Income for the
Earnout Period as determined in accordance with this Agreement. Any determination by
the Expert shall be made within 30 days of any reference made to the Expert and shall
be binding on the Parties.




26









 












	 	(c)	 	The cost of reference to the Expert shall be borne by such Party as may be
determined by the Expert. If the Expert determines that the Purchaser has adversely
impacted the Net Income of the Company to the prejudice of the Founders, without Cause
for Earnout Determination, thereby causing an adverse impact on the receipt of the
Earnout Consideration and the impact is such that the Earnout Consideration would
otherwise than for such impact have been USD 35 Million, then the Purchaser shall pay
USD 35 Million subject to any adjustments/ deductions to the Earnout Consideration
that is permissible to be made under the provisions of this Agreement as Earnout
Consideration to the Selling Shareholders on or prior to the Earnout Payment Date. It
is expressly clarified that the termination of any Founder or Key Employee from his
employment for Cause for Employment shall not be raised by the Founders as an event
adversely affecting Net Income.






	5.5	 	During the Earnout Period, the Purchaser shall not, either by itself, or through any of its
Affiliates or group companies:






	 	(a)	 	engage, directly or indirectly, in the Business other than as being conducted
by the Purchaser as at the First Closing Date with its existing customers as provided
in Schedule 3. In the event of breach of this subclause by the Purchaser, the Founders
(Mr. S Ramakrishnan) and the Purchaser shall, through their representatives, engage in
a mutual discussion to determine the amount of loss suffered by the Company. In the
event respective parties are able to determine the impact on Audited Net Income of the
Company on account of this breach, then such impact shall be adjusted with the Audited
Net Income. In addition the applicability of this Clause for any Business in the area
of procurement analytics and business research will be decided mutually between
S.Ramakrishnan and Neeraj Bhargava. In the event that the representatives of the
Founders (Mr. S Ramakrishnan) and the Purchaser are unable to determine the amount of
loss suffered by the Company, the same shall be referred to the determination of
Expert. Within 15 days from the date of reference, the Expert shall determine the
amount of loss suffered by the Company. Upon such determination, such impact to the
Audited Net Income shall be adjusted against the Audited Net Income.






Provided that, the restriction contained in this clause shall not prohibit the
Purchaser from engaging in business (including a business competing with the
Business of the Company) with any of the customers of the Purchaser (“Purchaser
Customers”), if such Purchaser Customers specifically opt to seek the services of
the Purchaser to the exclusion of the Company for such business.



27









 






	 	(b)	 	declare any dividends/or other forms of distribution from the Company. In the
event of breach of this sub-clause by the Purchaser, the Selling Shareholders shall
receive USD 35 Million subject to any adjustments/ deductions to the Earnout
Consideration that is permissible to be made under the provisions of this Agreement as
Earnout consideration.






	5.6	 	The Parties shall ensure that all licenses required to operate the Business during the
Earnout Period, in the same or similar manner as conducted prior to the Effective Date, shall
remain with the Company and its Subsidiary.






	5.7	 	The Founders shall undertake best efforts to ensure that the existing employees of the
Company will continue their employment during the Earnout Period.






	5.8	 	Further, during the Earnout Period, subject to confidentiality agreements executed to the
satisfaction of the Purchaser, the Purchaser hereby agrees to provide Ganesh Krishnan and M/s
Spark Capital Advisors (India) Private Limited, the financial statements for the Company for
each quarter within 5 days of the declaration the financial results of WNS (Holdings) Limited
at the end of each quarter.






	6.  	 	UNDERPERFORMANCE






	6.1	 	Subject to any event of Force Majeure, upon the determination of Underperformance in
accordance with this Section 6, the Purchaser shall have the option to assume management
control of the Company in a manner set out in Clause 6.3 below and the Founders will forthwith
cease to have authority over the Business and the provisions of Clause 5 of this Agreement
would cease to be effective,. The determination of the annualised Net Income of the Company
under this Section 6 shall be made on the basis of past business practises and Management
Information Systems adopted by the Company prior to March 31, 2007 as agreed between the
Founders and the Purchaser.






	6.2	 	For the purpose of this Section 6, “Underperformance” shall mean the following:






	 	(i)	 	In the event that the annualised Net Income of the Company for the six month
period ending September 30, 2007, is less than USD 2 Million, then a cure period of 60
days shall be provided to the Founders to raise the annualised Net Income of the
Company to USD 2 Million. In the event that the Net Income of the Company as
annualized for a period of 240 days after the expiry of such cure period, remains less
than USD 2 Million, it shall be deemed to be “Underperformance”;
	 
	 	(ii)	 	Loss of more than 50% of the employees of the Company and the Subsidiary
within a consecutive period of 3 months at any time during the Earnout Period, save
and except for situations where Purchaser effects any changes in the Company’s
policies affecting the employees of the Company.




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	6.3	 	Upon Underperformance, the Purchaser shall at its sole discretion determine the complete
composition of Board of Directors including but not limited to removal of Mr. S. Ramakrishnan
and/or Mr. Vinay Mishra and/or their alternate directors, if any, from the post of Director of
the Company. In such an event, the Founders shall be entitled to all information relating to
the operations of the Company as they may request. Further, during the Earnout Period, if the
Founders believe that any decisions taken by Company prejudicially affect the obligations of
the Founders to deliver the performance as specified in this Clause, the Founders may refer
such event to the Expert for determination of the impact on the Earnout Consideration.






	6.4	 	Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of
Underperformance, the Purchaser (i) shall not indirectly or directly, engage in the Business
other than through the Company, other than as being conducted by the Purchaser as at the First
Closing Date, with any customers as listed in Schedule 14, (ii) may provide additional
employees to the Company, without the Company incurring any expenses in this behalf, and
(iii) may transfer any of the employees of the Company to any other company or unit of the
Purchaser
	 	 	 
	 	 	Provided that, the restriction contained in this clause shall not prohibit the Purchaser
from engaging in business (including a business competing with the Business of the Company)
with any of the customers of the Purchaser (“Purchaser Customers”), if such Purchaser
Customers specifically opt to seek the services of the Purchaser to the exclusion of the
Company for such business.









	7.	 	REPRESENTATIONS AND WARRANTIES
	 
	7.1	 	Representations and Warranties of the Founders and the Selling Shareholders






	 	(i)	 	Save and except as specifically disclosed in the Disclosure Letter, each of
the Founders jointly and severally represent and warrant to the Purchaser that the
statements contained in Schedule 4 are true and fair as on the Balance Sheet Date and
the First Closing Date.
	 
	 	(ii)	 	Each of the Selling Shareholders jointly and severally represent and warrant
to the Purchaser that each of the Selling Shareholders have full, clear and
unencumbered right, title and interest in the Sale Shares and the right to sell all
Sale Shares to the Purchaser without any limitations thereof.






	7.2	 	Representations and Warranties of the Purchaser






The Purchaser hereby represents and warrants to the Selling Shareholders as at the date of
this Agreement and the First Closing Date that:



29









 






	 	(i)	 	The Purchaser is a company duly incorporated, validly existing and in good
standing under the laws of Mauritius, with full corporate power to carry on its
business as now conducted by it;
	 
	 	(ii)	 	The Purchaser has full corporate power, capacity and authority to enter into
and execute this Agreement and to perform all of its obligations hereunder;
	 
	 	(iii)	 	This Agreement upon execution is valid and legally binding upon the
Purchaser and enforceable against it in accordance with its terms and neither the
execution of this Agreement by the Purchaser nor the performance by it of the various
terms and provisions hereof will violate the memorandum and articles of association
of the Purchaser or any deed or agreement to which it is a party or by which it is
bound;
	 
	 	(iv)	 	The Purchaser or any of its Affiliates, as of the First Closing Date has
sufficient reserves and is capitalised adequately to perform its obligations under
this Agreement, including but not limited to the payment of the Total Purchase
Consideration.






	7.3	 	The Selling Shareholders agree and acknowledge that the Purchaser is entering into this
Agreement strictly in reliance of the representations and warranties set out in Clause 7.1
above.






	7.4	 	The rights and remedies of the Purchaser in respect of a breach or breaches of the
representations and warranties shall not be affected or determined by the outcome of any
investigation made by any Person into the affairs of the Company.






	8.	 	COVENANTS
	 
	8.1	 	Consents and Approvals






The Company and the Selling Shareholders shall use their best efforts to obtain all
Approvals rendered necessary by and for the transactions contemplated under this
Agreement, in respect of all contracts executed by it with any Person.




	8.2	 	Public Announcements






No public release, announcement or other disclosure concerning this Agreement or any of
the transactions contemplated hereby, shall be issued by any Party, other than to their
respective officers, employees and customers nor shall the existence of or terms of this
Agreement be disclosed to any person other than the officers, customers and employees of
the Company or the Company’s/Purchaser’s accountants or legal counsel/attorneys without
the prior written consent of the Company/Purchaser, unless such release, announcement or
other disclosure is required by Applicable Law or regulation, governmental agency or
authority or any stock exchange to which the Company or any Subsidiary or the Selling
Shareholders or the Purchaser, as the case may be, is



30









 







subject or submits. In such case, the disclosing Party shall use its commercially
reasonable efforts to allow the other Parties reasonable time to comment on such release
or announcement in advance of such issuance, it being understood that the final form and
content of any such release or announcement, to the extent so required, shall be at the
final discretion of the disclosing Party. The Parties further agree that, if disclosure by
Applicable Law is required, the other Party shall be notified of this and the Parties
agree that they will use all commercially reasonable efforts to cooperate with each other
to obtain limited disclosure, and if available, a protective order over, or confidential
treatment of, such information.




	8.5	 	The Company shall, and the Selling Shareholders shall ensure that the Company shall during
the period between the execution of this Agreement and Second Closing Date:






	 	(a)	 	Conduct their business in the ordinary and normal course; and
	 
	 	(b)	 	Comply with all Applicable Laws.
	 
	 	(c)	 	Take Purchaser’s consent for any decision regarding matters provided in
Schedule 13.






	9.	 	INDEMNITY
	 
	9.1	 	Survival of Representations; Warranties and Covenants.






Notwithstanding any investigation conducted before or after the First Closing Date, and
notwithstanding any actual or implied knowledge or notice of any facts or circumstances
which the Purchaser may have as a result of such investigation or otherwise, save knowledge
or notice of any facts or circumstances disclosed to the Purchaser in the Disclosure
Letter, the Purchaser will be entitled to rely upon the Founder’s representations,
warranties, covenants and/or agreements set forth in the Definitive Agreements or in
schedule delivered pursuant hereto. Each of the Purchaser Indemnified Persons (as defined
hereinafter) may bring a claim for indemnification for Damages (as defined hereinafter) on
account of having suffered actual loss under this Clause 9 notwithstanding the fact that
such Purchaser Indemnified Person had knowledge of the breach or inaccuracy giving rise to
such claim prior to the First Closing Date. The obligations of the Founders with respect to
such representations, warranties, agreements and covenants will survive the First Closing
Date and continue in full force and effect for a period of 2 ( Two) year from the First
Closing Date save and except those in relation to (a) liabilities arising for violation of
any Applicable Law which shall extend for a period specified under the applicable Law; and
(b) title of the Sale Shares which shall extend to all the Selling Shareholders and for an
indefinite period.




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	9.2	 	Subject to the limitations set forth in this Clause 9, the Founders (collectively, the
“Indemnitors”) hereby agree to jointly and severally indemnify and hold harmless the Purchaser
and its officers, directors, employees (including the Company and the Subsidiary from and
after the First Closing Date) (hereinafter referred to individually as a “Purchaser
Indemnified Person” and collectively as the “Purchaser Indemnified Persons”) from and against
any and all suffered amounts on account of losses, liabilities, actual proven and direct
damages, claims, fines, fees, penalties, interest obligations, expenses and costs, (“Damages”)
directly arising from any misrepresentation or breach or default of any of the
representations, warranties, covenants and agreements given or made by any of the Selling
Shareholders in the Definitive Agreements, or in a schedule or exhibit delivered pursuant
thereto;






	 	(i)	 	any obligation or liability of the Company or any Subsidiary which may be
incurred by the Company or such Subsidiary as a result of noncompliance (if any), with
the requirements of Applicable Law, including the Act during the period prior to the
First Closing Date;
	 
	 	(ii)	 	any claim by a third party raised against the Company, Founders or the
Purchaser, (a) for an act, deed or omission of the Founders or the Company occurring
prior to the First Closing Date, and (b) having being raised before the expiry of the
period of limitation provided under the Applicable Law, which if true, would
constitute a misrepresentation or breach or inaccuracy of or default in connection
with any of the representations, warranties, covenants and agreements given or made by
the Founders in the Definitive Agreements, the Disclosure Letter or any certificate,
schedule or exhibit delivered pursuant hereto.






	9.3	 	The indemnification obligations of the Founders shall be subject to the following limitations
and conditions:






	 	(i)	 	the Indemnitors shall not be liable in respect of any matter, act, omission
or circumstances (or any combination thereof) to the extent that the same would not
have occurred but for any voluntary act, omission or transaction of the Purchaser
Indemnified Persons;
	 
	 	(ii)	 	if the Indemnitors pay an amount in discharge of any claim under this Clause
9, and the Purchaser Indemnified Persons subsequently recover (whether by payment,
discount, credit, relief or otherwise) from any Person any sum in respect of such
claim, the Purchaser Indemnified Persons shall pay to the Indemnitors an amount equal
to the sum recovered from such Person;




32









 












	 	(iii)	 	the Purchaser or any of the Purchaser Indemnified Persons, as may have
received a notice of any claim shall have given notice of such claim, to the relevant
Selling Shareholders within 30 days of the receipt of the same.
	 
	 	(iv)	 	the Purchaser Indemnified Persons shall provide evidence and documentation of
having suffered and actually paid for the Damages.






	9.4	 	Process






	 	(a)	 	In the event any Purchaser Indemnified Person becomes aware of any matter
that it believes is covered under this Agreement and such matter involves (i) any
claim made against the Purchaser Indemnified Persons or the Company by any Person; or
(ii) the commencement of any action, suit, investigation, arbitration or similar
proceeding against the Purchaser Indemnified Persons or the Company, the Purchaser
Indemnified Persons shall promptly notify the Company and the Founders of such claim
(“Third Party Claim”) within 30 days of the receipt of the notice, setting out the
amount due to the Purchaser Indemnified Person and grounds of claim.
	 
	 	(b)	 	The Indemnitors shall have the right to assume the defense of any Third Party
Claim with a counsel of its choice at any time within 30 (thirty) days after the
Purchaser Indemnified Persons have given notice of the Third Party Claim, provided
that the Indemnitors shall conduct the defense of the Third Party Claim as agent(s) of
the Purchaser Indemnified Persons and shall act in a diligent manner. In the event the
Indemnitors assume the defence of any Third Party Claim, the Indemnitors shall not be
liable for any settlement of a Third Party Claim effected without its prior written
consent.
	 
	 	(c)	 	In the event the Indemnitors do not assume and conduct the defense of the
Third Party Claim in accordance with Clause 9.6 (b) above: (i) the Purchaser
Indemnified Persons may defend against and consent to the entry of any judgement or
enter into any settlement with respect to, the Third Party Claim in any manner it may
deem appropriate; and (ii) the Indemnitors will remain liable to indemnify the
Purchaser Indemnified Persons for any Damages that the Purchaser Indemnified Persons
may incur resulting from, arising out of, relating to, in the nature of, or caused by
the Third Party Claim to the fullest extent provided under Clause 9. Such indemnity
shall be made by the Indemnitors to the Purchaser Indemnified Persons within 30
(Thirty) days of the Purchaser Indemnified Persons requiring the Indemnitors to make
any payments at the option of the Purchaser, either to the Company and/or the
Purchaser, pursuant to any loss or liability suffered by the Purchaser Indemnified
Persons.




33









 












	 	(d)	 	The liability of the Founders to indemnify the Purchaser Indemnified Persons
pursuant to this Section shall be lower of , (i) aggregate of 50% of each of the First
Tranche Consideration and the Second Tranche Consideration, actually received, by the
Founders till the date of any claim or (ii) US Dollars 25,000,000 (Twenty-five
million US Dollars).
	 
	 	(e)	 	Notwithstanding anything contained in this Agreement, in the event of a
breach of any representations and warranties of any of the Selling Shareholders in
respect of their respective title to any of their Sale Shares, or where any claims are
raised by any third parties in respect of any rights, interest or title to any of the
Sale Shares, and any court or arbitrator or any other regulatory or governmental
authority makes a determination in relation to such claim which may in any manner
affect any rights of the Purchaser as are attached to such Sale Shares under
Applicable Laws, the Selling Shareholders shall jointly and severally indemnify the
Purchaser upto the extent as provided in this sub-clause (e);






Provided that, the liability of each Selling Shareholder to indemnify the Purchaser
under this sub-clause (e) shall be limited to the following:




	 	(a)	 	Each Selling Shareholder liable to indemnify the Purchaser
shall only be liable to the extent of his/ her respective portion of Total
Purchase Consideration received till the date of claim of indemnity, as are
related to the Sale Shares that were sold by such indemnifying Selling
Shareholder to the Purchaser under this Agreement, and
	 
	 	(b)	 	The liability of the Selling Shareholders shall not exceed
such portion of the Total Purchase Consideration as it relates to the extent
of the Sale Shares that are subject to the claim.






It is clarified that the provisions of Clause 9.4(d) relating to the limits on
indemnity and the requirement of actual losses to have been incurred/ suffered by
the Purchaser shall not be applicable in respect of indemnity in the event of a
breach of any representations and warranties of any of the Selling Shareholders in
respect of title to any of the Sale Shares under this sub-clause (e).





	 	(f)	 	The Purchaser shall not be entitled to seek indemnification from the Founders
unless the total loss or liability at the first instance arising to the Purchaser
Indemnified Persons on account of one or more claims for Damages exceeds an amount
equivalent to USD 300,000 (Three hundred thousand US Dollars). After the initial
claims up to the extent of USD 300,000 (Three hundred thousand US Dollars) which
shall be borne by the Purchaser Indemnified Persons as provided above, any claim
for an




34









 







	 	 	 	amount not less than USD 50,000 (US Dollars Fifty thousand) made by the Purchaser
Indemnified Person shall be indemnified by the Indemnitors in accordance with this
clause 9.









	9.5	 	Indemnity Claims prior to Second Closing Date
	 
		 	The Parties agree that any claim, which is finally determined by a court or arbitrator or
as agreed by the Selling Shareholders to be paid by the Purchaser Indemnified Person
against the Indemnitors in accordance with this Section 9 prior to the Second Closing Date
may be adjusted (at the Purchaser’s option) against Earnout Consideration payable by the
Purchaser under the provisions of this Agreement, and the Earnout Consideration so payable
by the Purchaser under the provisions of this Agreement shall stand reduced to the exact
amount actually suffered and paid by the Purchaser Indemnified Person(s) against the
Indemnitor. It is clarified that any claim that may arise under this Clause 9.7 that may be
adjusted against the Earnout Consideration as provided above shall not affect Audited Net
Income for the determination of the Earnout Consideration under the provisions of this
Agreement.
	 
	10.	 	DISPUTE RESOLUTION
	 
	10.1	 	In the case of any dispute arising out of or in connection with this Agreement or its
performance, including any question regarding its existence, validity or termination, the
Parties shall first attempt to reach an amicable settlement through mutual consultations and
negotiations between Mr. S. Ramakrishnan on behalf of all the Selling Shareholders and Mr.
Neeraj Bhargava on behalf of the Purchaser or any Persons designated by the Purchaser in
writing in this regard. If the Parties are unable to reach an amicable settlement within 30
days from the date on which the dispute arose, any of the Parties may make a reference to
arbitration in accordance with the following Clause 10.2 by giving a notice to the other in
this regard.
	 
	10.2	 	Arbitration






	 	  (a)	 	All disputes, differences, controversies and questions directly or indirectly
arising at any time under, out of, in connection with or in relation to this
Agreement (or the subject matter of this Agreement) including, without limitation,
all disputes, differences, controversies and questions relating to the validity,
interpretation, construction, performance and enforcement of any provision of this
Agreement shall be finally, exclusively and conclusively settled by reference to
binding arbitration under the Arbitration and Conciliation Act, 1996, to be
administered by the arbitral tribunal by reference to three arbitrators, with one
arbitrator being appointed by the Purchaser, one appointed by the





35









 











Selling Shareholders and the third to be appointed by the two appointed
arbitrators, before commencement of the arbitration. Decisions in relation to the
arbitrator to be appointed by the Selling Shareholders shall be taken by Mr. S.
Ramakrishnan on their behalf.




	 	(b)	 	The Parties agree:






	 	(i)	 	to be bound by any arbitral award or order resulting from any
arbitration conducted hereunder; and
	 
	 	(ii)	 	and acknowledge that any judgement on any arbitral award or
order in an arbitration held pursuant to this Clause 10 may be entered in any
court having jurisdiction in relation thereto or having jurisdiction over any
of the Parties or any of their assets.






	 	(c)	 	All proceedings in any such Arbitration shall be conducted in the English
language.
	 
	 	(d)	 	The Arbitration award shall be final and binding on the Parties, and the
Parties agree to be bound thereby and to act accordingly.
	 
	 	(e)	 	The Arbitration shall take place in Bangalore.
	 
	 	(f)	 	During the course of Arbitration, this Agreement shall continue to be
performed in all respects except for the disputed part under Arbitration.






	11.	 	TERM AND TERMINATION






	11.1	 	This Agreement shall be effective from the Effective Date and shall continue in full force
and effect except in respect of those matters then already performed and except if terminated
in accordance with its terms.






	11.2	 	This Agreement may be terminated on or prior to May 15, 2007, and the transactions
contemplated hereby abandoned, by the Purchaser, if the Conditions Precedent set forth in
Section 3.2 are not satisfied or upon a material breach by the Company or the Selling
Shareholders of any of their representations, warranties, covenants or other obligations under
this Agreement. Notwithstanding anything to the contrary in this Agreement, the Purchaser
shall not terminate this Agreement after the First Closing Date.






	11.3	 	In the event that the First Tranche Shares are not transferred to the Purchaser and the First
Tranche Consideration is not paid and evidence of remittance of the same is not furnished by
the Purchaser within the expiry of 60 days from the Effective Date, this Agreement and the
Definitive Agreements shall stand terminated with immediate effect.




36









 












	11.4	 	Immediately upon transfer of the Second Tranche Shares in accordance with Clause 4 of this
Agreement, this Agreement and the Definitive Agreements shall stand terminated with immediate
effect, except clauses 5.4 (which survives till July 15, 2008), 7.1, 9, 10, 13, 14, 15 (Clause
15 to terminate at the expiry of 24 months from First Closing Date or a shorter period in
case of Clause 15.4), 16(a) and 16(i) which shall survive termination of this Agreement and
the Founders shall cease to have any authority over the Business and shall lose all rights
including the right to nominate directors to the Board as contemplated in this Agreement or
any Definitive Agreement.
	 
	11.5 	 	This Agreement may be terminated with the mutual consent of all the Parties.
	 
	12.	 	TIME OF ESSENCE
	 
	 	 	Any time or period mentioned in any provision of this Agreement may be extended by mutual
agreement between the Parties but as regards any time, date or period originally fixed or
any time, date or period so extended as aforesaid time shall be of the essence.
	 
	13.	 	CONFIDENTIALITY
	 
	 	 	Each Party shall keep this Agreement and all information and other materials passing
between it and the other Parties in relation to this Agreement (including all information
concerning the business transactions and the financial arrangements relating to the
Parties) (the “Information”) confidential and shall not without the prior written consent
of the other Parties, divulge the Information to any other Person or use the Information
other than for carrying out the purposes of this Agreement
except:








	 	(a)	 	to the extent that such Information is in the public domain other than by
breach of this Agreement;






	 	(b)	 	to the extent that such Information is required to be disclosed by Applicable
Law or any applicable regulatory requirements or by any regulatory body to whose
jurisdiction the relevant Party is subject or with whose instructions it is customary
to comply under notice to the other Party(ies);
	 
	 	(c)	 	in so far as it is disclosed to the employees, officers, directors or
professional advisers of any Party, provided that such Party shall procure that such
persons treat such Information as confidential;
	 
	 	(d)	 	to the extent that any of such Information is/are later acquired by a Party
from a source not obligated to any other Party hereto, or its Affiliates, to keep such
Information confidential;




37









 












	 	(e)	 	to the extent that any of such Information was previously known or already in
the lawful possession of a Party, prior to disclosure by any other Party hereto; and
	 
	 	(f)	 	to the extent that any information shall have been independently developed by
a Party without reference to any Information furnished by any other Party hereto.






	14.	 	POWER OF ATTORNEY
	 
	 	 	Mr. S. Ramakrishnan is hereby irrevocably appointed as agent and attorney-in-fact for and
on behalf of the Selling Shareholders as listed in Schedule 20 in relation to the
negotiation and execution of this Agreement and, is authorised to agree and execute any
amendments to the provisions of this Agreement, give and receive notices and communications
including but not limited to details of employees joining the Company and/or Purchaser,
agree to negotiate, enter into settlements and compromises, and comply with orders of
courts and awards of arbitrators with respect to this Agreement and take all actions
necessary, expedient or appropriate in his judgment to achieve the foregoing.
	 
	15.	 	NON COMPETE AND NON-SOLICIT
	 
	15.1	 	In consideration of the receipt of the Total Purchase Consideration as provided in Clause 3
of this Agreement for the Sale Shares along with the goodwill of the Company, the Founders and
Key Employees (other than Glen Springer, Raji Raju, Varun Madhok and MS Krishnan) hereby
jointly and severally agree and undertake that they shall not, for a period of 24 (twenty
four) months from the First Closing Date in case of the Founders and for a period of 18
(eighteen) months from the First Closing Date in case of the Key Employees, whether directly
or indirectly (whether in their own capacity or in conjunction with or on behalf of any Person
including Founders, as an employee of, or adviser or shareholder or consultant of any other
Person, firm or company or through their Affiliates), anywhere in the world:






	 	(a)	 	Engage, set up, promote, finance or invest in a business, venture or company,
which is engaged in a business similar to the Business of the Company or use the brand
name, logo or corporate name of the Company or use the Intellectual Property Rights
(whether present, or developed or conceived after the date hereof) of the Company in
any manner. However, nothing in this sub-clause shall prohibit, the Founders and/ or
Key Employees from individually investing up to 4.99% of the total issued and paid up
capital of a Competing Company. A “Competing Company”, for the purposes of this clause
shall mean any public listed company which has earned at least 10% of its total
revenues of the previous financial year from business similar to the Business of the
Company.




38









 












	 	(b)	 	Solicit, entice away or attempt to solicit or entice away from the Company,
any customer, client, or employee, or former employees (other than those employees
whose employment was terminated or who resigned at-least 1 year prior to the First
Closing Date) of the Company, whether or not such employee would commit a breach of
contract by reason of leaving such employment;
	 
	 	(d)	 	Provide any know-how or technical assistance to any Person in relation to the
Business;
	 
	 	(e)	 	Divulge or disclose to any Person any information (other than information
available to the public or disclosed or divulged pursuant to an order of a court of
competent jurisdiction) relating to the Business, the identity of the Company’s or the
Purchaser’s customers, its products, finance, contractual arrangements, business or
methods;
	 
	 	(f)	 	Develop or aid in the development, of any software/hardware or any form of
data being capable of being classified as intellectual property in relation to the
Business, either directly or indirectly;
	 
	 	(g)	 	Solicit, entice away or attempt to solicit or entice away from the Purchaser,
its top 50 customers that may be introduced to the Company by the Purchaser;






It is clarified, that no breach by the Key Employee under this Clause 15 shall be
deemed to be a bearch by the Founders.




	15.2	 	M/s Spark Capital Advisors (India) Pvt Ltd, K. Ganesh and Raji Raju shall not solicit, entice
away or attempt to solicit or entice away from the Company, for a period of 24 months from the
First Closing Date, any customer, client, and for a period of 24 months from the First Closing
Date, any employee, or former employees (other than those employees whose employment was
terminated or who resigned at-least 1 year prior to the First Closing Date) of the Company,
whether or not such employee would commit a breach of contract by reason of leaving such
employment;






	15.3	 	The Founders understand and acknowledge that the Purchaser has made substantial investments
by acquiring the Sale Shares together with the goodwill of the Company. The Founders agree
that such investment is worthy of protection, and the Company’s and Purchaser’s need for the
protection afforded by this Clause 15 is greater than any hardship the Founders might
experience by complying with its terms. The Founders agree that the limitations as to time,
geographical area and scope of activity to be restrained as contained in this Agreement are
reasonable and are not greater than necessary to protect the Business, goodwill and/or other
interests of the Company and the Purchaser.




39









 













	15.4	 	The Founders acknowledge to the Company and the Purchaser that the Company and the Purchaser
would be irreparably damaged and would not have an adequate remedy at law for monetary damages
in the event that any of the covenants of the Founders in this Clause 15 are not performed in
accordance with its terms or otherwise were breached. The Founders therefore agree that the
Company and the Purchaser will be entitled to an injunction or injunctions to prevent breaches
of such performance and to specific enforcement of such covenants in addition to any other
remedy to which it may be entitled, at law or in equity.
	 
	15.5	 	Subject to the terms of this Agreement, particularly Clause 4.2(iii), the provisions of this
Clause 15 shall stand terminated in the event the Earnout Consideration is not paid on or prior to
the Earnout Payment Date.
	 
	16.	 	MISCELLANEOUS






	 	(a)	 	Notices: Notices or other communication required or permitted to be
given or made hereunder shall be in writing and delivered personally or by registered
post or by courier service or by fax addressed to the intended recipient at its
address set out below or to such other address or fax number as any Party may from
time to time notify to the others:
	 
	 		 	To the Selling Shareholders at:






 



	 	 	 
	Name	 	Address and Contacts
	S Ramakrishnan

	 	No 553, 16th Cross,
Indiranagar, Bangalore — 560 038  
	 

	 	Ph: +91.98450.66677
	Shankar Maruwada

	 	No. 5 A Krystal Apartments, 80 Feet Road,
Bangalore 560 075. 

Ph: +91.98453.89067
	Vinay Mishra

	 	1 Surrey Drive, Norwalk, CT 06851, USA.
Ph: +91.98451.32894
	Spark Capital Advisors (India) Pvt Ltd.

	 	2nd Floor, Yafa Towers, New
#18, Old #24, Khader Nawaz Khan Road,
Nungambakkam, Chennai — 600 006. Ph: 044.4205.9901/2/3
	Raji Raju

	 	Old No: 4/9, New No: 9 Casurina Drive,
Neelankarai, Chennai — 600 041
	 

	 	 Ph: +91.9841281375
	K. Ganesh

	 	S-24, Golden Enclave, Airport Road,
Bangalore-560 017
	Tawny Dove Ltd.

	 	10 Frere Felix De Velois Street, Port Louis
	Others

	 	As set out in Schedule 24 hereto






To the Company at:

Mr. S. Ramakrishnan

# 1137, RG Towers,

100 Feet Road,

Indiranagar, Bangalore 560038


40









 







To the Purchaser at:

Mr.Vikas Gupta

WNS (Mauritius) Limited

10, Frere Felix de Valois Street,

Port Louis,

Mauritius



With a copy to:

Mr.Zubin Dubash/Mr.Vikas Gupta

WNS Global Services

Gate No 4, Godrej & Boyce Complex

Pirojshanagar

Vikhroli (W)

Mumbai — 400 079

India

Tel: +91 22 67976100





Any such notice, demand or communication shall be in English and shall, unless the
contrary is proved, be deemed to have been served, if given or made by fax, on the
next following Business Day in the place of receipt or, if given or made by
registered post 7 (Seven) days after posting. In proving the same, it shall be
sufficient to show, in the case of a letter, that the envelope containing the
letter was correctly addressed and handed over by personal delivery or by courier
service and, in the case of a fax, the fax confirmation receipt.




	 	(b)	 	Severance: The validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired if any provision of this
Agreement is rendered void, illegal or unenforceable in any respect under any law.
	 	 	 	Should any provision of this Agreement be or become ineffective for reasons beyond
the control of the Parties, the Parties shall use reasonable endeavours to agree
upon a new provision which shall as nearly as possible have the same commercial
effect as the ineffective provision.
	 
	 	(c)	 	No Waiver: No waiver of any provision of this Agreement nor any
consent to any departure from it by any Party shall be effective unless it is in
writing. A waiver or consent shall be effective only for the purpose for which it is
given. No default or delay on the part of any Party in exercising any rights, powers
or privileges operates as a waiver of such right, power or privilege and nor does a
single or partial exercise of a right preclude any exercise of other rights, powers or
privileges.




41









 












	 	(d)	 	Entire Agreement: This Agreement constitutes the entire agreement
between the Parties hereto with respect to the subject matters of this Agreement and
supersedes all prior agreements and undertakings, both written and oral, with respect
to the subject matter hereof except as otherwise expressly provided herein.
	 
	 	(e)	 	Amendments: No modification, amendment or waiver of any of the
provisions of this Agreement shall be effective unless made in writing specifically
referring to this Agreement and duly signed by each of the Parties.
	 
	 	(f)	 	No Partnership: Nothing in this Agreement shall be deemed to
constitute a partnership between the Parties or constitute either Party the agent of
the other for any purpose.
	 
	 	(g)	 	Assignment: This Agreement shall be binding on the Parties and their
respective successors and permitted assigns. None of the Parties to this Agreement may
assign its rights or obligations under the Agreement to any other Person, except with
the prior written consent of the Purchaser and the Founders. Provided that the
Purchaser shall be free to assign its rights or obligations under the Agreement to any
of its Affiliates.
	 
	 	(h)	 	Further Assurance: Each of the Parties hereto shall co-operate with
the others and execute and deliver to the other, such instruments and documents and
take such other actions as may be reasonably requested from time to time in order to
carry out, give effect to and confirm their rights and intended purpose of this
Agreement. The Company and the Selling Shareholders shall take all necessary actions
to cause their respective Affiliates, associates and group companies to take all
necessary actions to comply with the terms of this Agreement.
	 
	 	(i)	 	Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of India.
	 
	 	(j)	 	Conflicts: In the case of any discrepancy or conflict between the
provisions of this Agreement and any other Definitive Agreement, the provisions of
this Agreement will prevail.
	 
	 	(k)	 	Additional Documents: Each Party hereto shall promptly execute and
deliver such additional documents and agreements as are envisaged in this Agreement
and any other agreement or document as may be reasonably required by the other Parties
hereto for the purpose of implementing this Agreement, provided that no such document
or agreement shall be inconsistent with the spirit and intent of this Agreement.




42









 












	 	(l)	 	Counterparts: This Agreement may be executed simultaneously in any
number of counterparts, each of which will be deemed an original, but all of which
will constitute one and the same instrument.
	 
	 	(m)	 	Costs: Each of the Selling Shareholders and the Purchaser shall be
responsible for their respective transaction costs and out-of pocket expenses in
connection with the transactions contemplated hereby. All stamp duty and other costs
incurred in relation to the sale of the Sale Shares (if any) shall be borne by Selling
Shareholders.
	 
	 	(n)	 	The Parties agree that wherever the prior written concurrence of the Founders
is required under the provisions of this agreement, the written concurrence granted by
Mr. S. Ramakrishnan shall be deemed to be prior written concurrence of each of the
Founders.






43










 





IN WITNESS WHEREOF, each of the undersigned have duly executed this Agreement as of the date first written above.



	 	 	 	 	 
	FOR WNS (MAURITIUS) LIMITED	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
Zubin Dubash 

(ZUBIN DUBASH)

	 	 	 	 
	(Group CFO)
	 	 	 	 
	 
	 	 	 	 
	Witness:
/s/ Pijush Sinha
	 	 	 	 
	 
	Name: Pijush Sinha
	 	 	 	 
	 
	Address:
Avendus Advisors, 2nd Floor, West Quadrant
IL & FS Financial
Center, Bandra Kurla Complex
Bandra (E), Mumbai — 400050
	 	 	 	 






SELLING SHAREHOLDERS




S. RAMAKRISHNAN




On behalf of himself and the following other Selling Shareholders authorised under Power of
Attorneys as indicated in Schedule 23:



	 	 	 	 	 
	 
	 	 	 	 
	/s/
S. Ramakrishnan 


	 	 	 	 
	 
	Krishnaraj Venkatraman
	 	 	 	 
	Anuradha Sharma
	 	 	 	 
	Amitabh Bose
	 	 	 	 
	Parthasarathy Vallabhajosyula
	 	 	 	 
	Sanjit Bhoumik
	 	 	 	 
	Rajesh Kumar Bhat
	 	 	 	 
	Vijay Jumani
	 	 	 	 
	Rajeev Sinha
	 	 	 	 
	Rajesh Apkari
	 	 	 	 
	Sanjay Dattatri
	 	 	 	 
	 
	 	 	 	 
	Abhishek Ranjan Jha
	 	 	 	 
	Ajay
	 	 	 	 
	Aju Abraham
	 	 	 	 
	Annie Thomas
	 	 	 	 
	Arjun Madhavan
	 	 	 	 






44









 






	 	 	 
	Arpan Gupta
	 	 
	Ashish Kumar
	 	 
	Ashish Mahajan
	 	 
	Bhargavi
	 	 
	Charles
	 	 
	Dechen
	 	 
	Dibyojyoti Haldar
	 	 
	Dipayan Chakraborty
	 	 
	Doyel
	 	 
	Durga Prasad
	 	 
	Eronesu Kar
	 	 
	G K Suresu Kumar
	 	 
	G.Vijaya
	 	 
	Gaurav Gupta
	 	 
	Gautam Munshi
	 	 
	Giridhar
	 	 
	GKR Krishnan
	 	 
	Hemalatha Dave
	 	 
	Kakul
	 	 
	Kamal Mishra
	 	 
	Krishnan Seshadri
	 	 
	Malavika
	 	 
	Malini
	 	 
	Manik Bhandari
	 	 
	Manoranjan
	 	 
	Milind Kelkar
	 	 
	Muralidhar Sundar
	 	 
	Neerav Naik
	 	 
	Nethravathy
	 	 
	Nidhi Gupta
	 	 
	Nikhil Deshpande
	 	 
	Nikunj
	 	 
	Pavan Bhat
	 	 
	Pradeep
	 	 
	Praveen Hullur
	 	 
	Praveen Singh
	 	 
	Pravin Nampoothiri
	 	 
	Pritha Choudhuri
	 	 
	Puneet Gulati
	 	 
	R.Sowmya
	 	 
	Rajneesh Khosla
	 	 
	Rakesh Pande
	 	 
	Reddy
	 	 
	Ruchi Kapoor
	 	 
	S. Deepak Kumar
	 	 






45









 






	 	 	 	 	 
	Sameer

	 	 	 	 
	Santosh Ramji
	 	 	 	 
	Saurabh Chopra
	 	 	 	 
	Shila Cyriac
	 	 	 	 
	Shravan
	 	 	 	 
	Sindhu Lekha
	 	 	 	 
	Siva Kumar H
	 	 	 	 
	Sneha Thakkar
	 	 	 	 
	Sooraj
	 	 	 	 
	Stephen Samuel
	 	 	 	 
	Stuti Dhandhania
	 	 	 	 
	Suchitra
	 	 	 	 
	Sudershan
	 	 	 	 
	Suresh Babu Perumal
	 	 	 	 
	Tarun Kumar Mukherjee
	 	 	 	 
	V. Makesh
	 	 	 	 
	Varun Mohanpuria
	 	 	 	 
	VC.Radha
	 	 	 	 
	Vikas Verma
	 	 	 	 
	Vinay CR
	 	 	 	 
	Vinitha Unni
	 	 	 	 
	Vinoth Babu
	 	 	 	 
	Glen Springer
	 	 	 	 
	Infernotions Corporation
	 	 	 	 
	MS Krishnan
	 	 	 	 
	 
	 	 	 	 
	Witness:
/s/ V. Makesh
	 	 	 	 
	 
	Name:
V. Makesh
	 	 	 	 
	 
	Address:
51/A, 10th Cross, Govindappa Lane, Kodihalli, Bangalore — 8
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	VINAY MISHRA
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
Vinay Mishra 


	 	 	 	 
	Witness:
/s/ Shila Cyriac
	 	 	 	 
	 
	Name:
Shila Cyriac
	 	 	 	 
	 
	Address:
204 Ranka Corner, 14 Cambridge Road, Ulsoor 
Bangalore 560008
	 	 	 	 






46









 






	 	 	 	 	 
	SHANKAR MARUWADA
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
Shankar Maruwada 


	 	 	 	 
	Witness:
/s/ Rageshri Rautela
	 	 	 	 
	 
	Name: Rageshri Rautela
	 	 	 	 
	 
	Address:
5-A Krystal Apartments, 80 Feet Road, Indiranagar, Bangalore — 75
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	FOR TAWNY DOVE LIMITED
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
K. Ganesh 

(K. GANESH) on behalf of CRM Holdings Pvt. Ltd.

	 	 	 	 
	(DIRECTOR)
	 	 	 	 
	 
	 	 	 	 
	Witness:
/s/ Jayanthi Srinivasan
	 	 	 	 
	 
	Name: Jayanthi Srinivasan
	 	 	 	 
	 
	Address:
108 Admiralty Manor, off 14th Cross Hal 2nd Stage, Bangalore 560008
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	K. GANESH
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
K. Ganesh 


	 	 	 	 
	Witness:
/s/ Tarun Kr. Mukherjee
	 	 	 	 
	 
	Name: Tarun Kr. Mukherjee
	 	 	 	 
	 
	Address:
1137, 100 Feet Road, Indiranagar, Bangalore — 560038
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	FOR SPARK CAPITAL ADVISORS (INDIA) PRIVATE LIMITED	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
Y. Rama Rao 

Y.Rama Rao

	 	 	 	 
	Managing Director
	 	 	 	 
	 
	 	 	 	 
	Witness:
/s/ S. Venkataramanan
	 	 	 	 
	 
	Name:
S. Venkataramanan
	 	 	 	 
	 
	Address:
	 	 	 	 






47









 






	 	 	 	 	 
	RAJI RAJU
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
Raji Raju 


	 	 	 	 
	Witness:
/s/ S. Vijayaraghvan
	 	 	 	 
	 
	Name: S. Vijayaraghvan
	 	 	 	 
	 
	Address:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	FOR MARKETICS TECHNOLOGIES (INDIA) PRIVATE LIMITED	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	/s/
S. Ramakrishnan 

(S. RAMAKRISHNAN)

	 	 	 	 
	(DIRECTOR)
	 	 	 	 
	 
	 	 	 	 
	Witness:
/s/ Ruchi Kapur
	 	 	 	 
	 
	Name: Ruchi Kapur
	 	 	 	 
	 
	Address:
	 	 	 	 







48










 





SCHEDULE 1




SELLING SHAREHOLDERS




	 	 	 	 	 	 	 	 	 
	 	 	ON EFFECTIVE DATE
	Name	 	# of shares	 	% holding
	FOUNDERS:
	 	 	 	 	 	 	 	 
	S. Ramakrishnan

	 	 	308,430	 	 	 	19.06	%
	Vinay Mishra

	 	 	308,330	 	 	 	19.06	%
	Shankar Maruwada

	 	 	308,340	 	 	 	19.06	%
	KEY EMPLOYEES:
	 	 	 	 	 	 	 	 
	Krishnaraj Venkatraman

	 	 	73,970	 	 	 	4.57	%
	Anuradha Sharma

	 	 	15,000	 	 	 	0.93	%
	Amitabh Bose

	 	 	15,000	 	 	 	0.93	%
	Parthasarathy Vallabhajosyula

	 	 	2,375	 	 	 	0.15	%
	Sanjit Bhoumik

	 	 	5,000	 	 	 	0.31	%
	Rajesh Kumar Bhat

	 	 	30,000	 	 	 	1.85	%
	Vijay Jumani

	 	 	8,500	 	 	 	0.53	%
	Rajeev Sinha

	 	 	1,000	 	 	 	0.06	%
	Rajesh Apkari

	 	 	1,000	 	 	 	0.06	%
	Sanjay Dattatri

	 	 	15,000	 	 	 	0.93	%
	OTHER EMPLOYEES:
	 	 	 	 	 	 	 	 
	Abhishek Ranjan Jha

	 	 	250	 	 	 	0.02	%
	Ajay

	 	 	500	 	 	 	0.03	%
	Aju Abraham

	 	 	250	 	 	 	0.02	%
	Annie Thomas

	 	 	1,000	 	 	 	0.06	%
	Arjun Madhavan

	 	 	500	 	 	 	0.03	%
	Arpan Gupta

	 	 	2,000	 	 	 	0.12	%
	Ashish Kumar

	 	 	500	 	 	 	0.03	%
	Ashish Mahajan

	 	 	500	 	 	 	0.03	%
	Bhargavi

	 	 	250	 	 	 	0.02	%
	Charles

	 	 	1,000	 	 	 	0.06	%
	Dechen

	 	 	250	 	 	 	0.02	%
	Dibyojyoti Haldar

	 	 	1,000	 	 	 	0.06	%
	Dipayan Chakraborty

	 	 	4,000	 	 	 	0.25	%
	Doyel

	 	 	500	 	 	 	0.03	%
	Durga Prasad

	 	 	1,000	 	 	 	0.06	%
	Eronesu Kar

	 	 	500	 	 	 	0.03	%
	G K Suresu Kumar

	 	 	1,000	 	 	 	0.06	%
	G.Vijaya

	 	 	500	 	 	 	0.03	%
	Gaurav Gupta

	 	 	1,000	 	 	 	0.06	%
	Gautam Munshi

	 	 	2,500	 	 	 	0.15	%
	Giridhar

	 	 	1,500	 	 	 	0.09	%
	GKR Krishnan

	 	 	3,000	 	 	 	0.19	%
	Hemalatha Dave

	 	 	250	 	 	 	0.02	%






49









 






	 	 	 	 	 	 	 	 	 
	Name	 	ON EFFECTIVE DATE
	Kakul
	 	 	500	 	 	 	0.03	%
	Kamal Mishra
	 	 	1,500	 	 	 	0.09	%
	Krishnan Seshadri
	 	 	1,000	 	 	 	0.06	%
	Malavika
	 	 	250	 	 	 	0.02	%
	Malini
	 	 	250	 	 	 	0.02	%
	Manik Bhandari
	 	 	1,000	 	 	 	0.06	%
	Manoranjan
	 	 	500	 	 	 	0.03	%
	Milind Kelkar
	 	 	5,250	 	 	 	0.32	%
	Muralidhar Sundar
	 	 	500	 	 	 	0.03	%
	Neerav Naik
	 	 	1,000	 	 	 	0.06	%
	Nethravathy
	 	 	250	 	 	 	0.02	%
	Nidhi Gupta
	 	 	500	 	 	 	0.03	%
	Nikhil Deshpande
	 	 	250	 	 	 	0.02	%
	Nikunj
	 	 	500	 	 	 	0.03	%
	Pavan Bhat
	 	 	500	 	 	 	0.03	%
	Pradeep
	 	 	250	 	 	 	0.02	%
	Praveen Hullur
	 	 	500	 	 	 	0.03	%
	Praveen Singh
	 	 	500	 	 	 	0.03	%
	Pravin Nampoothiri
	 	 	500	 	 	 	0.03	%
	Pritha Choudhuri
	 	 	1,000	 	 	 	0.06	%
	Puneet Gulati
	 	 	500	 	 	 	0.03	%
	R.Sowmya
	 	 	500	 	 	 	0.03	%
	Rajneesh Khosla
	 	 	3,000	 	 	 	0.19	%
	Rakesh Pande
	 	 	1,000	 	 	 	0.06	%
	Reddy
	 	 	250	 	 	 	0.02	%
	Ruchi Kapoor
	 	 	1,875	 	 	 	0.12	%
	S. Deepak Kumar
	 	 	1,000	 	 	 	0.06	%
	Sameer
	 	 	2,000	 	 	 	0.12	%
	Santosh Ramji
	 	 	1,000	 	 	 	0.06	%
	Saurabh Chopra
	 	 	2,000	 	 	 	0.12	%
	Shila Cyriac
	 	 	1,000	 	 	 	0.06	%
	Shravan
	 	 	500	 	 	 	0.03	%
	Sindhu Lekha
	 	 	250	 	 	 	0.02	%
	Siva Kumar H
	 	 	250	 	 	 	0.02	%
	Sneha Thakkar
	 	 	500	 	 	 	0.03	%
	Sooraj
	 	 	250	 	 	 	0.02	%
	Stephen Samuel
	 	 	3,000	 	 	 	0.19	%
	Stuti Dhandhania
	 	 	250	 	 	 	0.02	%
	Suchitra
	 	 	1,000	 	 	 	0.06	%
	Sudershan
	 	 	500	 	 	 	0.03	%
	Suresh Babu Perumal
	 	 	750	 	 	 	0.05	%
	Tarun Kumar Mukherjee
	 	 	250	 	 	 	0.02	%
	V. Makesh
	 	 	1,400	 	 	 	0.09	%
	Varun Mohanpuria
	 	 	500	 	 	 	0.03	%






50









 






	 	 	 	 	 	 	 	 	 
	Name	 	ON EFFECTIVE DATE
	VC.Radha
	 	 	500	 	 	 	0.03	%
	Vikas Verma
	 	 	1,000	 	 	 	0.06	%
	Vinay CR
	 	 	2,000	 	 	 	0.12	%
	Vinitha Unni
	 	 	500	 	 	 	0.03	%
	Vinoth Babu
	 	 	250	 	 	 	0.02	%
	OTHER SHAREHOLDERS
	 	 	 	 	 	 	 	 
	Tawny Dove Ltd.
	 	 	180,830	 	 	 	11.18	%
	K. Ganesh
	 	 	56,900	 	 	 	3.52	%
	Spark Capital Advisors (India) Pvt Ltd.
	 	 	81,000	 	 	 	5.01	%
	Raji Raju
	 	 	71,470	 	 	 	4.42	%
	Glen M Springer
	 	 	38,710	 	 	 	2.39	%
	Infernotions Corporation
	 	 	20,670	 	 	 	1.28	%
	MS Krishnan
	 	 	8,510	 	 	 	0.53	%
	 
	 	 	 	 	 	 	 	 
	GRAND TOTAL
	 	 	1,618,060	 	 	 	100.00	%






Note: Shareholders whose names appear in italics are Non-Resident Indians




 

The remainder of this page has intentionally been left blank






51









 








SCHEDULE 2




BUSINESS PLAN




As appended as the final pages of this Agreement.




 

The remainder of this page has intentionally been left blank
 




52









 








SCHEDULE 3




CUSTOMER CONTRACTS




Existing




	 	 	 	 	 
	Client	 	FY 07-08E Revenue ($k)
	GSK-EKC
	 	 	3,291	 
	NDE Analytics
	 	 	2,202	 
	GMAC
	 	 	213	 
	Travelocity
	 	 	261	 
	BA-KISS
	 	 	112	 
	Dunnhumby
	 	 	755	 
	AVIVA
	 	 	140	 
	Armstrong
	 	 	1,044	 
	EMC
	 	 	220	 
	LMS Alcoa
	 	 	237	 
	Total from existing clients
	 	 	8,475	 






Prospects





	•	 	EMC Bear Stearns
	 
	•	 	St Paul’s Travelers
	 
	•	 	M&T Bank
	 
	•	 	First Horizon Bank
	 
	•	 	Aviva (pitching for additional work over and above what is
currently being delivered)
	 
	•	 	Daimler Chrysler and Daimler Chrysler Financial Services
	 
	•	 	GM
	 
	•	 	Kimberly Clarke
	 
	•	 	Diageo
	 
	•	 	Rio Tinto
	 
	•	 	Herbal Life
	 
	•	 	Pfizer
	 
	•	 	Bristol Myers Squibb





 

The remainder of this page has intentionally been left blank





53









 





SCHEDULE 4




REPRESENTATIONS AND WARRANTIES OF THE FOUNDERS AND

SELLING SHAREHOLDERS





	1.	 	The Founders (and in the case of sub-clause (u) of this Clause 1 of this Schedule 4, the
Selling Shareholders) jointly and severally represent and warrant to the Purchaser as follows:
	 
	(a)	 	Information 






All information in relation to the Company, the Business and the Founders, which would be
material to the Purchaser for the purposes of purchasing the Sale Shares from the Founders
in accordance with the terms of this Agreement, has been made available and disclosed to
the Purchaser and such information is true and fair in all respects, and no such
information omits to state any fact necessary to make such statements true and fair.




	(b)	 	Organization and Capital Structure of the Company 






	 	(i)	 	The Company is a private limited company incorporated under the provisions of
the Act. The Company is duly organized and validly existing under Applicable Law. The
Company has the corporate power and authority to own, operate and use its assets and
carry on the Business as now conducted.
	 
	 	(ii)	 	The authorized share capital of the Company is Rs. 20,00,000 (Rupees Twenty
Lakhs only) divided into 20,00,000 (Twenty Lakh) Shares of Rupees one each. The issued
and paid up share capital of the Company is Rs. 16,18,060 (Rupees Sixteen Lakhs,
Eighteen Thousand and Sixty only) divided into 16,18,060 (Sixteen Lakhs, Eighteen
Thousand and Sixty) Shares. Other than the Sale Shares, the Company has not issued any
other shares of any nature whatsoever. There are no agreements, arrangements, options,
warrants, calls or other rights relating to the issuance, sale or purchase of any of
the Shares. There are no preemptive rights, rights of first refusal or other similar
rights relating to any of the Shares. There are no voting trusts or other arrangements
or understandings with respect to the voting of any of the Shares. Further, as on
April 1, 2007 and the First Closing Date, there are no outstanding Stock Options
(whether vested or not) which are capable of conversion into Shares of the Company.
	 
	 	(iii)	 	The Company has delivered a true and complete copy of its Charter Documents,
amended to date and in full force and effect on the date hereof, the minutes of the
proceedings of the Board of Directors, committees (if any) and shareholders for the
past 4 (four) years to the Purchaser. The Company is not in violation of any of the
provisions of its Charter




54









 






	 	 	 	Documents. Also, to the best of the Knowledge of it’s Founders, the Company has not
committed any default in filing of appropriate returns, statements, reports, and
all other statutory requirements have been complied with.






	(c)	 	Subsidiaries and Investments 






Other than as set out in the Balance Sheets of the Company as on the Balance Sheet
Date , the Company does not have, and has never had, any subsidiaries and does not
otherwise own, and has not otherwise owned, any shares in the capital of, or control
of, directly or indirectly, any corporation, partnership, association, joint venture
or other Person.




	(d)	 	Authority






	 	(i)	 	The Company has the corporate power and authority to execute, deliver and
perform the Definitive Agreements and any other documents which may be required to
effect the transactions contemplated by the Definitive Agreements. Each of the
Selling Shareholders has the authority to execute, deliver and perform the Definitive
Agreements and the transactions contemplated by the Definitive Agreements, and has
where necessary, obtained shareholder and/or other consents required for the same.
The execution, delivery and performance by the Company of the Definitive Agreements to
which it is a party has been duly authorized and approved by the Board of Directors.
The execution, delivery and performance by each of the Selling Shareholders of each
of the Definitive Agreements to which it is a party has been duly authorized and
approved by any necessary corporate or other action.
	 
	 	(ii)	 	The execution, delivery and performance of the Definitive Agreements will not
violate, conflict with, result in a breach of the terms, conditions or provisions of,
or constitute a default, an event of default or an event creating rights of
acceleration, modification, termination or cancellation or a loss of rights under any
or all of the following: (1) any contract to which the Company or the Founders are
parties; (2) any court order to which the Company or any Founder is a party or by
which the Company or any Founder is bound; (3) any Laws affecting the Company or the
Founders; or (4) any other binding obligations of the Company or the Founders.




55









 












	 	(iii)	 	All Approvals or acts of, or the making by, the Company or the Founder(s) of
any declarations, filings or registrations with any governmental bodies as may be
required by Law in connection with the execution of the Definitive Agreements and the
effecting of the transactions contemplated by the Definitive Agreements have been
obtained and/or completed.






	(e)	 	Financial Statements 






The Balance Sheets of the Company and the audited accounts and financial statements for the
period ended March 31, 2005 and March 31, 2004 (collectively the “Financial Statements”)
have been provided to the Purchaser. The Financial Statements present fairly and truly in
all material respects the financial position and results of operations of the Company, as
of the respective dates and for the respective periods covered thereby and have been or are
prepared in accordance with Indian GAAP, consistently applied. The Financial Statements
present true and complete representations of the assets and liabilities of the Company as
of the dates specified therein. The Company has established and maintains, adheres to and
enforces a system of internal accounting controls that are effective in providing assurance
regarding the reliability, completeness and accuracy of financial reporting and the
preparation of financial statements in accordance with Indian GAAP (including the Financial
Statements).




	(f)	 	Operations since -Balance Sheet Date 






Save and except as specifically disclosed in writing, since the Balance Sheet Date till
First Closing Date:




	 	(i)	 	There has been no Material Adverse Effect and/or no event which would
materially affect the ability of the Company to continue to operate the Business as
conducted, or as contemplated by this Agreement.
	 
	 	(ii)	 	The Company has not issued or authorized for issuance any equity shares,
bond, note or other security of the Company.




56









 












	 	(iii)	 	The Company has not without the consent of the Purchaser (if so required),
incurred any material debt, obligation or liability that exceeds Rs. 5,00,000 in an
individual transaction.
	 
	 	(iv)	 	The Company has not purchased, redeemed, allotted, or otherwise acquired,
directly or indirectly, any share or shares of the Company’s capital.
	 
	 	(v)	 	The Company has not created, voluntarily or involuntarily, any Encumbrance
upon any of its assets or properties.
	 
	 	(vi)	 	The Company has not sold any of its assets or properties which has a book
value in excess of Rs. 1,00,000 (cumulative) per annum.
	 
	 	(vii)	 	The Company has not purchased any securities of any Person.
	 
	 	(viii)	 	The Company has not incurred any expenditure for the purchase, acquisition,
construction or improvement of any equipment or capital asset in excess of Rs.
5,00,000 in an individual transaction.
	 
	 	(ix)	 	The Company has not made any loan to any Person in excess of Rs. 10 Lakhs in
the aggregate.
	 
	 	(x)	 	The Company has not amended, terminated or failed to renew any material
contract that is due for renewal.
	 
	 	(xi)	 	The Company has not failed to claim outstanding accounts receivables,
deferred payments of accounts payable, or prepaid any obligation in excess of Rs.
10,00,000.
	 
	 	(xii)	 	The Company or its assets have not become subject to any Encumbrance.
	 
	 	(xiii)	 	The Company has not changed its accounting methods or practices or, written off any
reserves other than as disclosed in the Balance Sheets.
	 
	 	(xiv)	 	The Company has not revalued its assets.
	 
	 	(xv)	 	To the best of the Founders’ Knowledge, the Company or its directors,
officers or employees have not received any notices, or Knowledge of any nature
whatsoever which would indicate litigation, liability, or any extraordinary cost from
any third parties, past or present employees, or governmental bodies against the
Company which would result in a Material Adverse Effect.
	 
	 	(xix)	 	As of Effective Date and the First Closing Date, the Company has not
registered any transfer of Shares other than those recorded in the share transfer
register of the Company as of the date hereof.




57









 












	 	(xxi)	 	The Company has adequately provided for all amounts (including Taxes)
that should have been accounted for or reserved by it in the ordinary course of
business in accordance with Indian GAAP and the same is reflected in the financial
statements
	 
	 	(xxii)	 	The Company has not made any investments, save and except for investments in the
Subsidiary and capital expenditure not exceeding USD 50,000/-. For the purposes of
this clause, the term, “Investments” shall be deemed to exclude fixed deposits,
mutual funds and other money market instruments.






	(g)	 	No Undisclosed Liabilities 






The Company has no material obligations or liabilities of any nature (whether
accrued, absolute, contingent, or otherwise) other than:




	 	(i)	 	those set forth or adequately provided for in the Balance Sheet; and
	 
	 	(ii)	 	those incurred in the ordinary course of business since the Balance Sheet
Date and consistent with past practice.






	(h)	 	Taxes 






	 	(i)	 	The Company has filed or caused to be filed in a timely manner all Tax
Returns required to be filed by the First Closing Date in accordance with applicable
Laws. The Tax Returns filed by the Company have made disclosures as required under
applicable Law and all Taxes (including withholding taxes) due as of the First Closing
Date have been paid. Further, there are no claims, proceedings or actions pending or
threatened to the Knowledge of the Founders or the Company, relating to Taxes, in
respect of the Company.






	(i)	 	Assets 






	 	(i)	 	All movable assets required for carrying on the Business of the Company as is
presently being carried on are in normal working condition and good working order
subject to normal wear and tear; and
	 
	 	(ii)	 	Except as disclosed in the Financial Statements, all the assets of the
Company, whether movable or immovable, real or tangible, are free and clear of all
Encumbrances of any nature whatsoever and other than the Company, no other party,
including the Founders, has any subsisting rights, claim or title over such assets,
including the right to possess or use such assets. Provided that the assets of the
Company that are bonded in order to fulfill the requirements of Software Technology
Park Scheme of India shall not be considered as Encumbered for the purposes of this
Agreement.




58









 












	 	(iii)	 	The immovable assets of the Company, including, without limitation,
equipment and machinery, owned, leased, or licensed by the Company or employed by it,
are in serviceable condition and repair for use thereof in the ordinary course of
business.






	(j)	 	Property Leases 






	 	(i)	 	Copies of each contract under which the Company leases, holds or operates any
real property owned by any third Person or subleases any real property to any third
Person has been made available to the Purchaser as listed in Schedule J hereto.
	 
	 	(ii)	 	No material breach of any covenant affecting the freehold or leasehold title
to any asset of the Company has occurred and in relation to each leasehold property,
the rent has been paid in accordance with the relevant agreements. There do not exist
any easements over the immovable assets, which would materially affect the Company’s
use and enjoyment of the immovable assets.
	 
	 	(iii)	 	Where any immovable and movable assets are used in the Business but not
owned by the Company or any facilities or services are provided to the Company by any
third party, there has not occurred any event of default or any other event or
circumstance, which may entitle any third party to terminate any agreement or license
in respect of the provision of such facilities or services (or any event or
circumstance which with the giving of notice and/or the lapse of time and/or a
relevant determination would constitute such an event or circumstance).






	(k)	 	Governmental Permits 






The Company possesses all licenses, permits, registrations, approvals and other
authorizations from governmental authorities necessary to entitle it to carry on and
conduct its Business as currently conducted (collectively
“Governmental Permits”),
except for governmental permits which, if not possessed by the Company, would not,
individually or in the aggregate, be material to the Company. The Company has
performed all obligations under each Governmental Permit which are required for such
Governmental Permit to be continuing, valid and subsisting. No event has occurred or
condition or state of facts exists which constitutes or, after notice or lapse of time
or both, would constitute a breach or default under, or which would allow revocation



59









 







or termination of, any Governmental Permit. To the best of the Founders’ Knowledge, the
Company has not received notice of cancellation, default or any dispute concerning any
Governmental Permit which, if not possessed by the Company, would, individually or in the
aggregate, be material to the Company.




	(l)	 	Intellectual Property 






	 	(i)	 	The Company as reasonably permitted and disclosed, owns all the Intellectual
Property. For the purposes of this Clause, the term “Intellectual Property” shall
include all of the following categories of Intellectual Property owned by the Company:






	 	(1)	 	copyrights and all renewals thereof on software developed by
the Company;
	 
	 	(2)	 	trademarks, trade names, service marks, service names, logos
and corporate names, both primary and secondary, together with all goodwill
associated therewith and including, without limitation, all translations,
adaptations, combinations and derivations of each of the foregoing;
	 
	 	(3)	 	all other intellectual property, including but not limited to
design rights, trade names and domain names;






	 	(ii)	 	The Intellectual Property is fully transferable, assignable, alienable and
licensable by the Company following the Effective Date without restriction and without
payment of any kind to any third party.




60









 












	 	(iii)	 	The Intellectual Property is free and clear of any liens, charges or any
Encumbrance by whatever name and is freely transferable at the option of the
Company.
	 
	 	(iv)	 	In each case in which the Company has acquired the Intellectual Property from
any Person (including any Affiliate), the Company has obtained a valid and enforceable
assignment sufficient to irrevocably transfer all rights in such Intellectual Property
(including the right to seek past and future damages with respect thereto) to the
Company. The Company has recorded each such assignment of the Intellectual Property
with the appropriate authority.
	 
	 	(v)	 	The Company has no Knowledge of any facts or circumstances that would render
any Intellectual Property rights invalid or unenforceable.
	 
	 	(vi)	 	The Company has not transferred ownership of, or granted any exclusive
license of or right to use, or authorized the retention of any exclusive rights to use
or joint ownership of, any Intellectual Property to any other Person (including to any
Affiliate of Company). The Company has not allowed the Company’s rights in the
Intellectual Property to lapse or enter the public domain.
	 
	 	(vii)	 	There are no contracts, licenses or agreements between the Company and any
other Person with respect to any rights on the Intellectual Property, under which
there is any dispute regarding the scope of such agreement, or performance under such
agreement, including with respect to any payments to be made or received by the
Company thereunder.
	 
	 	(viii)	 	To the Knowledge of the Founders, there is no suit, or notice whether pending for
infringement against any of the Intellectual Property or against the Company for
infringement of intellectual property rights of any third parties.






	(m)	 	Subsidiary 






	 	(i)	 	That the Subsidiary is a 100% subsidiary of the Company. For the purposes
this sub-clause (m) the Company shall be referred to as the “Parent’.
	 
	 	(ii)	 	Other than Parent, the Subsidiary has no other affiliate or subsidiaries.
	 
	 	(iii)	 	The Subsidiary’s employees use the Connecticut location for all written
communications including business cards and e-mail return addresses.




61









 












	 	(iv)	 	Subsidiary has no office outside the United States of America.
	 
	 	(v)	 	As to the Subsidiary, there have been no circumstances which have given rise
to any insolvency proceedings occurring. For the purposes of this sub-clause, the term
“insolvency proceedings” includes any form of bankruptcy, liquidation, receivership,
administration, arrangement or plan with creditors, moratorium, stay or limitation of
creditors’ rights, interim or provisional supervision by the court or court appointee,
whether in the jurisdiction of the place of control, or of incorporation or residence,
or elsewhere.
	 
	 	(vi)	 	The Subsidiary and their respective directors, officers and employees has
complied with all US federal, state and local statutory and regulatory duties.
	 
	 	(vii)	 	The Subsidiary has been duly qualified to transact business as a foreign
operating company in every state and other jurisdiction where it has conducted
business and its in good standing (including for tax matters) in each such
jurisdiction, and has received no notices of default, violation or breach of any of
them.
	 
	 	(viii)	 	The Company has provided to the Purchaser copies of all agency, distributorship,
marketing, purchasing, manufacturing or licensing agreements or arrangements to which
the Subsidiary and/or any of its subsidiaries is a party.
	 
	 	(ix)	 	There is/ are no agreement(s) to which the Subsidiary is a party, which in
any way restricts its freedom to carry on its business in the United States of America
	 
	 	(x)	 	There is/are no agreement(s) or arrangement(s), to which the Subsidiary is a
party, and which:






	 	a.	 	infringes any relevant anti-trust or similar legislation in
any jurisdiction in which the Subsidiary carries on business or has assets or
sales; or
	 
	 	b.	 	is void or unenforceable (whether in whole or in part) or may
render the Subsidiary liable to proceedings under any such legislation as is
referred to in sub-paragraph (a) above.






	 	(xi)	 	There is/are no agreement(s) or arrangement(s) for any business practices to
which the Subsidiary is now a party, or has been a party during the last two years, in
respect of which:






	 	a.	 	any request for information, statement of objections or
similar matter has been received from any court, tribunal, governmental,
national or supra-national authority; or




62









 












	 	b.	 	any correspondence has been conducted between the Subsidiary
and any court, tribunal, governmental, national or supra-national authority.






	 	(xii)	 	There are no business machinery and equipment, motor vehicles any other
fixed assets owned by the Subsidiary.
	 
	 	(xiii)	 	The Subsidiary has not entered into any hire purchase and leasing contracts with
respect to any fixed assets.
	 
	 	(xiv)	 	There are no real properties owned, controlled, used or occupied by the
Subsidiary (including any freehold, leasehold, mortgages).
	 
	 	(xv)	 	The Subsidiary has no equipment which is not: (a) in good repair and
condition and/ or (b) in satisfactory working order and/or (c) properly serviced and
maintained and/ or (d) in surplus to requirements of the business of the Subsidiary;
	 
	 	(xvi)	 	The Subsidiary’s authorised share capital is 1,000 shares of common stock,
on par value per share.
	 
	 	(xvii)	 	The issued share capital of each class (indicating which shares are not fully paid
up or credited as fully paid up) is: 1,000 shares of common stock.
	 
	 	(xviii)	 	There are no treasury shares, share option agreements or arrangements and/or
pre-emption rights and/or conversion rights over the Subsidiary’s share capital
(whether issued or not).
	 
	 	(xix)	 	There are no liens, mortgages, charges or encumbrances over the share
capital of the Subsidiary or to the best of Knowledge of the Founders.
	 
	 	(xx)	 	There are no contracts entered into by the Subsidiary within the past two
years which are not entirely of an arm’s length nature.
	 
	 	(xxi)	 	There are no breaches of contract which may have given rise to any,
litigation, arbitration or any other dispute resolution procedure involving the
Subsidiary. Further, to the best of Knowledge of the Founders, there are no potential
litigations against the Company and the Subsidiary.
	 
	 	(xxii)	 	There is no default by the Subsidiary and/or its subsidiaries under any agreement,
trust deed, instrument or arrangement.




63









 












	 	(xxiii)	 	There are no existing or pending litigations or judgments affecting the Subsidiary
and/or its assets.
	 
	 	(xxiv)	 	There is no investigation, inquiry or enforcement proceedings or process by any
governmental, administrative or regulatory body. . Further, to the best of Knowledge
of the Founders there are no potential investigation, inquiry or enforcement
proceedings or process by any governmental, administrative or regulatory body against
the Company and the Subsidiary.
	 
	 	(xxv)	 	All current employees of the Subsidiary have signed the three-page “Terms
and Conditions of Employment” bearing 10 numbered paragraphs, in the form submitted to
Purchaser on or about March 27, 2007 by Debbie Brosy. The Subsidiary retains one
original fully executed original of each such document.
	 
	 	(xxvi)	 	The Company has presumed that all persons classified as consultants have been
properly classified for all regulatory, tax and compliance purposes, and the
Subsidiary is not liable for any taxes, insurance, compensation, pension or employment
plan, registration, interest, penalties or other liabilities as to any consultant
under applicable employment law.
	 
	 	(xxvii)	 	The Subsidiary has paid in full to all its employees or adequately accrued for in
accordance with U.S. GAAP all wages, salaries, commissions, bonuses, benefits and
other compensation due to or on behalf of such employees.
	 
	 	(xxviii)	 	The Subsidiary has no:






	 	a.	 	employee benefit plans (as defined in of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)) and no bonus,
stock option, stock purchase, restricted stock, incentive, deferred
compensation, retiree medical or life insurance, supplemental retirement,
severance or other benefit plans, programs or arrangements, and all
employment, termination, severance or other contracts or agreements, whether
legally enforceable or not, to which the Subsidiary is a party, with respect
to which the Subsidiary has any obligation or which are maintained,
contributed to or sponsored by the Subsidiary for the benefit of any current
or former employee, officer or director of the Subsidiary, other than the
retention bonus as reflected in the Balance Sheets.
	 
	 	b.	 	employee benefit plan for which the Subsidiary could incur
liability in the event such plan has been or were to be terminated;




64









 












	 	c.	 	contracts, arrangements or understandings between the Selling
Shareholder or any of their Affiliates and any employee of the Subsidiary,
including, without limitation, any contracts, arrangements or understandings
relating to the sale or change in control of the Subsidiary.






	 	(xxix)	 	The Subsidiary is not liable to any third party for any infringement of intellectual
property (including without limitation any patent, copyright, trade secret, or
trademark) of a third party. Neither Parent nor Subsidiary has any actual notice of
any claims or to the best of Knowledge of the Founders, there are no threatened claims
of any such possible infringement or that any intellectual property of the Parent or
Subsidiary is not validly owned by such entity.






	(n)	 	Liability 






	 	(i)	 	The Company does not have any pending claim/ litigation arising out of any
injury to individuals or property as a result of the use of any services of the
Company
	 
	 	(ii)	 	There are no loans taken, guarantees issued and other similar obligation
assumed by the Company,.
	 
	 	(iii)	 	To the best of the Knowledge and belief of the Founders, there are no
outstanding claims/liabilities of and/or against the Company that have resulted in the
Company being in default of the above obligations or the above obligations being
invoked, as applicable.






	(o)	 	Compliance with Laws and Litigation 






	 	(i)	 	The Company has complied with all Applicable Laws, is not in violation in
respect of any Law, and has not received any notices of violation of any Law with
respect to the conduct of Business or the ownership or operation of its assets. The
Company has also complied with all US Laws and regulatory duties including all
federal, state and local laws in so far as it relates to applicable Customer
Contracts.
	 
	 	(ii)	 	There is no private or governmental action, suit proceeding, claim,
arbitration or investigation pending before any agency, court or tribunal, foreign or
domestic, which, is ongoing or to the Knowledge of the Founders, is threatened against
the Company.
	 
	 	(iii)	 	There is no judgment, decree or order against the Company, or any of its
Founders (in their capacities as such), that could prevent, enjoin, or materially
alter or delay any of the transactions contemplated by this Agreement, or that may be
material to the Purchaser.




65









 












	 	(iv)	 	The Company does not have any pending litigations from Tax or other
authorities under any Law in force which currently have a bearing on the Business.






	(p)	 	Insurance 






	 	(i)	 	The list of all insurance policies covering the assets, business, equipment,
properties and liabilities of the Company as set out in Schedule P has been provided
to the Purchaser.
	 
	 	(ii)	 	The insurance policies provide sufficient cover, commensurate as per normal
industry practice, against any injury, damage, loss, harm of the entire assets, stock,
machinery, stock in transit, liability and/or services of the Company.
	 
	 	(iii)	 	There is no claim by the Company pending under any of such policies.
	 
	 	(iv)	 	All premiums due and payable under all such policies have been paid and the
Company is otherwise in compliance with the terms of such policies. There is no
threatened termination of, or material premium increase with respect to, any of such
policies in excess of Rs. 50,000.
	 
	 	(v)	 	There are no insurance claims and liabilities, outstanding or otherwise,
payable to any Person by the Company in excess of Rs. 5,00,000.
	 
	 	(vi)	 	The Company and the Subsidiary have taken necessary insurance policies
required to be taken under any of the Customer Contracts and all the insurance
policies so taken are valid and subsisting.






	(q)	 	Contracts 






	 	(i)	 	A list of all the existing Customer Contracts, and employee contracts for Key
Employees, to which the Company is a party or by which it is bound, is as set out in
Schedule Q, and has been provided to the Purchaser.
	 
	 	(ii)	 	Each of the contracts to which the Company is a party (“Business Agreements”)
constitutes a valid and binding obligation of the Company.




66









 












	 	(iii)	 	Each of the contracts listed in (i) above, are in full force and will
continue in full force and effect after the Effective Date without the consent,
approval or act of, or the making of any filing with, any other party. The Company is
not in material breach or default under any of the Business Agreements.






	(r)	 	Banks






The names and addresses of all banks at which the Company has an account has been set out
in Schedule R hereto.




	(s)	 	Potential Conflicts of Interest 






No Founder




	 	(i)	 	owns, directly or indirectly, any interest in, or is an officer, director,
employee or consultant of, any Person that is, or is engaged in business similar to
the Business as, a current competitor;
	 
	 	(ii)	 	owns, directly or indirectly, in whole or in part, any intellectual or other
property that the Company uses in the conduct of the Business;
	 
	 	(iii)	 	has any claim whatsoever against, or owes any amount to, the Company,
and
	 
	 	(iv)	 	has any agreement in relation to matters set out in (i) to (iii) above
existing on the date hereof.






	(t)	 	Information Technology Matters: 






	 	(i)	 	The use of the computer systems by the Company does not to the best of the
Knowledge of the Founders, infringe the intellectual property rights of any third
party.
	 
	 	(ii)	 	The Company has exclusive control of the operation of the computer systems
and of the storage, processing and retrieval of all data stored on the computer
systems and any intellectual property rights in such data are owned solely by the
Company other than data provided by clients of the Company and consultants in the
ordinary course of business.






	(u)	 	Good Title 






Each of the Selling Shareholders has and will have on the First Closing Date
and the Second Closing Date, good and marketable title to the Sale Shares set
forth opposite such Selling Shareholder’s name in Schedule 1, free and clear of
any and all Encumbrances, equities, and claims whatsoever, with full right and
authority to deliver the same under this Agreement, and upon delivery of the
Shares set forth opposite such Selling Shareholder’s name in Schedule 1



67









 







hereto and payment of the consideration therefor as contemplated in this Agreement,
will convey to the Purchaser good and marketable title to such Sale Shares free and
clear of all Encumbrances, equities, pre-emptive rights, rights of first refusal, and
any other claim of the Selling Shareholders or any third party.




	(v)	 	Employees 






	 	(i)	 	To the best of the Knowledge of the Founders and based on the information
obtained by them from the Employees, the details disclosed to the Purchaser by the
Founders about the employees as set out in Schedule 5 are accurate, up to date and
complete in all respects and not misleading in any manner. The particulars of the
terms and conditions of employment of the employees as set out in Schedule 5 are
accurate, up to date and complete in all respects and not misleading.
	 
	 	(ii)	 	There are no employment-related disputes involving the employees as party
(ies), or otherwise affecting their rights or obligations under the relevant
employment agreement, pending or threatened against the Company and the Founders.
	 
	 	(iii)	 	There is no industrial or trade dispute or any dispute or negotiation
regarding a claim with any trade union.
	 
	 	(iv)	 	To the best of the Founders’ Knowledge, no director or other Key Employee has
received written intimation of their intent to terminate his/her employment with the
Company as a result of the transactions contemplated by this Agreement or otherwise.






	(y)	 	Related Party Transactions 






	 	(i)	 	The Company is not party to any transactions with any of its related parties,
being a related party as defined under the Act, or any directors, officers, employees,
or Affiliates of the Company.
	 
	 	(ii)	 	No related party or any member of his or her immediate family is indebted to
the Company, nor is the Company indebted (or committed to make loans or extend or
guarantee credit) to any of them




68









 












	(zb)	 	Other 






	 	(i)	 	To the best of the Knowledge of the Founders, the Historical Revenue and PAT
for the Company is in line with Indian GAAP and normal business practices of the past
Knowledge
	 
	 	(ii)	 	Each of the representations and warranties shall be construed as a separate
representation, warranty, covenant or undertaking, as the case may be, and shall not
be limited by the terms of any other representation or warranty or by any other term
of this Agreement.
	 
	 	(iii)	 	There have been no Stock Options (whether vested or not) capable of being
converted into Shares at any time in future and the shareholding pattern of the
Company, as of the date of this Agreement and immediately prior to the First Closing
Date, is as set forth in Schedule 1 hereof.
	 
	 	(iv)	 	The Company, as of the date of this Agreement, is not in anyway indebted to
any third party with respect to any loans, advances, financial assistance or credit
facilities provided to the Company (Customer Advances and Current Liabilities and
Provisions including employee, vendor and creditor dues shall not be treated as
instances of indebtedness of the Company);
	 
	 	(v)	 	The Company has not, as of the date of this Agreement, availed of any foreign
currency denominated loans;
	 
	 	(vi)	 	As of the First Closing Date, other than the shareholders agreements
terminated in accordance with Clause 3.2 (j), there exists no other agreements
relating to the Shares and governance of the Company.






69









 





Schedule 5




LIST OF KEY EMPLOYEES




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Date of	 	Remuneration
	Employee	 	Employee ID	 	Designation	 	Joining	 	Paid (Rs.)
	Amitabh Bose

	 	MKT-138
	 	VP— Client Services
	 	19-Sep-05
	 	 	30,00,000	 
	Anuradha Sharma

	 	MKT-026
	 	Chief Analytics
Officer
	 	10-Aug-03
	 	 	28,00,000	 
	Sanjit Bhoumik

	 	MKT-172
	 	Director— Client
Services
	 	21-Feb-06
	 	 	20,00,000	 
	Rajeev Sinha

	 	MKT-132
	 	Director— Client
Services
	 	6-Sep-05
	 	 	16,00,000	 
	Parthasarathy 

Vallabajosyula

	 	MKT-021
	 	Director— Client
Services
	 	1-Sep-03
	 	 	20,00,000	 
	V.Krishnaraj

	 	MKT-046
	 	VP Client Services
	 	14-Jul-04
	 	 	24,00,000	 
	Raj Bhatt

	 	MKT-228
	 	VP Client Services
	 	6-Jul-06
	 	 	25,00,000	 
	Sanjay Dattatri

	 	MKT-289
	 	VP Bazaar Buzz
	 	1-Mar-07
	 	 	14,00,000	 
	Rajesh Apkari

	 	MKT-150
	 	CTO
	 	3-Nov-05
	 	 	17,00,000	 
	Vijay Jumanni

	 	MKT-005
	 	Director— Business
Dev
	 	1 Jan 03
	 	 	16,00,000	 






 

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70









 








Schedule 6

EMPLOYEE LOAN FOR CONVERSION OF OPTIONS




Marketics Technologies (India) Pvt. Ltd.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Loan	 	No. of
	Sl. Nos.	 	Employee Name	 	(Amount in Rs.)	 	Shares
	1

	 	Abhishek Ranjan Jha
	 	 	17,177.50	 	 	 	250	 
	2

	 	Ajay
	 	 	34,355.00	 	 	 	500	 
	3

	 	Aju Abraham
	 	 	17,177.50	 	 	 	250	 
	4

	 	Amitabh Bose
	 	 	840,000.00	 	 	 	    15,000	 
	5

	 	Annie Thomas
	 	 	56,000.00	 	 	 	1,000	 
	6

	 	Anuradha Sharma
	 	 	530,186.25	 	 	 	9,750	 
	7

	 	Arjun Madhavan
	 	 	34,355.00	 	 	 	500	 
	8

	 	Arpan Gupta
	 	 	12,765.60	 	 	 	600	 
	9

	 	Ashish Kumar
	 	 	34,355.00	 	 	 	500	 
	10

	 	Ashish Mahajan
	 	 	34,355.00	 	 	 	500	 
	11

	 	Bhargavi
	 	 	17,177.50	 	 	 	250	 
	12

	 	Charles
	 	 	68,710.00	 	 	 	1,000	 
	13

	 	Dechen
	 	 	17,177.50	 	 	 	250	 
	14

	 	Dibyojyoti Haldar
	 	 	56,000.00	 	 	 	1,000	 
	15

	 	Dipayan Chakraborty
	 	 	74,654.50	 	 	 	1,900	 
	16

	 	Doyel
	 	 	34,355.00	 	 	 	500	 
	17

	 	Durga Prasad
	 	 	56,000.00	 	 	 	1,000	 
	18

	 	Eronesu Kar
	 	 	34,355.00	 	 	 	500	 
	19

	 	G K Suresu Kumar
	 	 	6,610.00	 	 	 	1,000	 
	20

	 	G.Vijaya
	 	 	34,355.00	 	 	 	500	 
	21

	 	Gaurav Gupta
	 	 	56,000.00	 	 	 	1,000	 
	22

	 	Gautam Munshi
	 	 	159,065.00	 	 	 	2,500	 
	23

	 	Giridhar
	 	 	90,355.00	 	 	 	1,500	 
	24

	 	GKR Krishnan
	 	 	5,944.50	 	 	 	900	 
	25

	 	Hemalatha Dave
	 	 	17,177.50	 	 	 	250	 
	26

	 	Kakul Paul
	 	 	34,355.00	 	 	 	500	 
	27

	 	Kamal Mishra
	 	 	90,355.00	 	 	 	1,500	 
	28

	 	Krishnan Seshadri
	 	 	68,710.00	 	 	 	1,000	 
	29

	 	Malavika
	 	 	17,177.50	 	 	 	250	 
	30

	 	Malini
	 	 	17,177.50	 	 	 	250	 
	31

	 	Manik Bhandari
	 	 	68,710.00	 	 	 	1,000	 
	32

	 	Manoranjan Pattanayak
	 	 	34,355.00	 	 	 	500	 
	33

	 	Muralidhar Sundar
	 	 	34,355.00	 	 	 	500	 
	34

	 	Neerav Naik
	 	 	21,276.00	 	 	 	1,000	 
	35

	 	Nethravathy
	 	 	17,177.50	 	 	 	250	 
	36

	 	Nidhi Gupta
	 	 	34,355.00	 	 	 	500	 
	37

	 	Nikhil Deshpande
	 	 	17,177.50	 	 	 	250	 
	38

	 	Nikunj
	 	 	34,355.00	 	 	 	500	 
	39

	 	Parthasarathy Vallabhajosyula
	 	 	101,086.25	 	 	 	2,375	 
	40

	 	Pavan Bhat
	 	 	34,355.00	 	 	 	500	 
	41

	 	Pradeep
	 	 	17,177.50	 	 	 	250	 
	42

	 	Praveen Hullur
	 	 	34,355.00	 	 	 	500	 
	43

	 	Praveen Singh
	 	 	34,355.00	 	 	 	500	 






71









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Loan	 	No. of
	Sl. Nos.	 	Employee Name	 	(Amount in Rs.)	 	Shares
	44

	 	Pravin Nampoothiri
	 	 	34,355.00	 	 	 	500	 
	45

	 	Pritha Choudhuri
	 	 	56,000.00	 	 	 	1,000	 
	46

	 	R.Sowmya
	 	 	34,355.00	 	 	 	500	 
	47

	 	Rajeev Sinha
	 	 	68,710.00	 	 	 	1,000	 
	48

	 	Rajesh Apkari
	 	 	68,710.00	 	 	 	1,000	 
	49

	 	Rajesh Kumar Bhatt
	 	 	1,680,000.00	 	 	 	30,000	 
	50

	 	Rajneesh Khosla
	 	 	5,944.50	 	 	 	900	 
	51

	 	Rakesh Pande
	 	 	68,710.00	 	 	 	1,000	 
	52

	 	Reddy
	 	 	17,177.50	 	 	 	250	 
	53

	 	Ruchi Kapoor
	 	 	128,831.25	 	 	 	1,875	 
	54

	 	S. Deepak Kumar
	 	 	68,710.00	 	 	 	1,000	 
	55

	 	Sameer
	 	 	137,420.00	 	 	 	2,000	 
	56

	 	Sanjay Dattatri
	 	 	1,030,650.00	 	 	 	15,000	 
	57

	 	Sanjit Bhoumik
	 	 	280,000.00	 	 	 	5,000	 
	58

	 	Santosh Ramji
	 	 	21,276.00	 	 	 	1,000	 
	59

	 	Shila Cyriac
	 	 	21,276.00	 	 	 	1,000	 
	60

	 	Shravan
	 	 	34,355.00	 	 	 	500	 
	61

	 	Sindhu Lekha
	 	 	17,177.50	 	 	 	250	 
	62

	 	Siva Kumar H
	 	 	17,177.50	 	 	 	250	 
	63

	 	Sneha Thakkar
	 	 	34,355.00	 	 	 	500	 
	64

	 	Sooraj
	 	 	17,177.50	 	 	 	250	 
	65

	 	Stuti Dhandhania
	 	 	17,177.50	 	 	 	250	 
	66

	 	Suchitra
	 	 	56,000.00	 	 	 	1,000	 
	67

	 	Sudershan
	 	 	34,355.00	 	 	 	500	 
	68

	 	Suresh Babu Perumal
	 	 	51,532.50	 	 	 	750	 
	69

	 	Tarun Kumar Mukherjee
	 	 	17,177.50	 	 	 	250	 
	70

	 	V Krishnaraj
	 	 	1,172,879.70	 	 	 	17,070	 
	71

	 	V. Makesh
	 	 	83,484.00	 	 	 	1,400	 
	72

	 	Varun Mohanpuria
	 	 	34,355.00	 	 	 	500	 
	73

	 	VC.Radha
	 	 	34,355.00	 	 	 	500	 
	74

	 	Vijay Jumani
	 	 	83,571.25	 	 	 	3,250	 
	75

	 	Vikas Verma
	 	 	68,710.00	 	 	 	1,000	 
	76

	 	Vinitha Unni
	 	 	34,355.00	 	 	 	500	 
	77

	 	Vinoth Babu
	 	 	17,177.50	 	 	 	250	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Total
	 	 	8,597,025.80	 	 	 	146,770.00	 
	 
	Marketics Inc.
	 
	 	 	 	 	Loan	 	No. of
	Sl. Nos.	 	Employee Name	 	(Amount in Rs.)	 	Shares
	1

	 	Vinay CR
	 	 	3,038	 	 	 	2,000	 
	 

	 	Total
	 	 	3,038	 	 	 	2,000	 






 

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has intentionally been left blank





72









 








Schedule 7




PARAMETERS OTHER THAN NET INCOME THAT IMPLY ALLEVIATION OF UNDERPERFORMANCE




None, other than as mentioned in the Agreement.




 


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73










 





Schedule 8




LIST OF EACH SELLING SHAREHOLDERS, ALONG WITH SHAREHOLDING DETAILS, DETAILS OF THE AMOUNTS TO

BE PAID TO THEM ON FIRST CLOSING AND WIRE TRANSFER DETAILS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	FOUNDERS:
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	S. Ramakrishnan
	 	****************************************	 	308,430	 	19.06%	 	231,631	 	5,240,691






 


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74









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vinay Mishra
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	************	 	308,330	 	19.06%	 	231,556	 	5,238,994
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Shankar Maruwada
	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

************	 	308,340	 	19.06%	 	231,563	 	5,239,152
	 
	 	 	 	 	 	 	 	 	 	 
	KEY 
	 	 	 	 	 	 	 	 	 	 
	EMPLOYEES:
	 	 	 	 	 	 	 	 	 	 
	Krishnaraj Venkatraman	 	****************************************

****************************************

****************************************

************	 	73,970	 	4.57%	 	55,551	 	1,256,851






75









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Anuradha
	 	****************************************	 	 	 	 	 	 	 	 
	Sharma
	 	****************************************	 	15,000	 	0.93%	 	11,265	 	254,873
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Amitabh Bose
	 	****************************************	 	15,000	 	0.93%	 	11,265	 	254,873






76









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Parthasarathy
	 	****************************************	 	 	 	 	 	 	 	 
	Vallabhajosyula
	 	**********************	 	2,375	 	0.15%	 	1,784	 	40,363
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sanjit Bhoumik
	 	****************************************	 	5,000	 	0.31%	 	3,755	 	84,958






77









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Rajesh Kumar
	 	****************************************	 	 	 	 	 	 	 	 
	Bhat
	 	*****	 	30,000	 	1.85%	 	22,530	 	509,745
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vijay Jumani
	 	****************************************	 	8,500	 	0.53%	 	6,383	 	144,416
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Rajeev Sinha
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992






78









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Rajesh Apkari
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sanjay Dattatri
	 	****************************************	 	15,000	 	0.93%	 	11,265	 	254,873
	 
	 	 	 	 	 	 	 	 	 	 
	OTHER EMPLOYEES:	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Abhishek
	 	****************************************	 	 	 	 	 	 	 	 
	Ranjan Jha
	 	*****	 	250	 	0.02%	 	188	 	4,254






79









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Ajay
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Aju Abraham
	 	****************************************	 	250	 	0.02%	 	188	 	4,254






80









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Annie Thomas
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Arjun Madhavan
	 	****************************************	 	500	 	0.03%	 	375	 	8,484
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Arpan Gupta
	 	****************************************	 	2,000	 	0.12%	 	1,502	 	33,983






81









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Ashish Kumar
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Ashish Mahajan
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Bhargavi
	 	****************************************	 	250	 	0.02%	 	188	 	4,254






82









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Charles
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Dechen
	 	****************************************	 	250	 	0.02%	 	187	 	4,231
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Dibyojyoti
	 	****************************************	 	 	 	 	 	 	 	 
	Haldar
	 	*******	 	1,000	 	0.06%	 	751	 	16,992






83









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Dipayan
	 	****************************************	 	 	 	 	 	 	 	 
	Chakraborty
	 	******	 	4,000	 	0.25%	 	3,004	 	67,966
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Doyel
	 	****************************************	 	500	 	0.03%	 	376	 	8,507






84









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Durga Prasad
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Eronesu Kar
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	G K Suresu
	 	****************************************	 	 	 	 	 	 	 	 
	Kumar
	 	*****	 	1,000	 	0.06%	 	751	 	16,992






85









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	G.Vijaya
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Gaurav Gupta
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Gautam Munshi
	 	****************************************	 	2,500	 	0.15%	 	1,877	 	42,467






86









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Giridhar
	 	****************************************	 	1,500	 	0.09%	 	1,127	 	25,499
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	GKR Krishnan
	 	****************************************	 	3,000	 	0.19%	 	2,253	 	50,975
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Hemalatha Dave
	 	****************************************	 	250	 	0.02%	 	187	 	4,231






87









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Kakul
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Kamal Mishra
	 	****************************************	 	1,500	 	0.09%	 	1,127	 	25,499






88









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Krishnan
	 	****************************************	 	 	 	 	 	 	 	 
	Seshadri
	 	******	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Malavika
	 	****************************************	 	250	 	0.02%	 	187	 	4,231
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Malini
	 	****************************************	 	250	 	0.02%	 	188	 	4,254






89









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	*************************	 	 	 	 	 	 	 	 
	 
	 	*************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Manik Bhandari
	 	******************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Manoranjan
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Milind Kelkar
	 	****************************************	 	5,250	 	0.32%	 	3,943	 	89,211






90









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Muralidhar
	 	****************************************	 	 	 	 	 	 	 	 
	Sundar
	 	*****	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Neerav Naik
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Nethravathy
	 	****************************************	 	250	 	0.02%	 	188	 	4,254






91









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Nidhi Gupta
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Nikhil
	 	****************************************	 	 	 	 	 	 	 	 
	Deshpande
	 	******	 	250	 	0.02%	 	188	 	4,254
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Nikunj
	 	****************************************	 	500	 	0.03%	 	375	 	8,484






92









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Pavan Bhat
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Pradeep
	 	****************************************	 	250	 	0.02%	 	188	 	4,254
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Praveen Hullur
	 	****************************************	 	500	 	0.03%	 	376	 	8,507






93









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Praveen Singh
	 	****************************************	 	500	 	0.03%	 	375	 	8,484
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Pravin
	 	****************************************	 	 	 	 	 	 	 	 
	Nampoothiri
	 	******	 	500	 	0.03%	 	375	 	8,484






94









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Pritha
	 	****************************************	 	 	 	 	 	 	 	 
	Choudhuri
	 	*****	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Puneet Gulati
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	R.Sowmya
	 	****************************************	 	500	 	0.03%	 	375	 	8,484






95









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Rajneesh Khosla
	 	****************************************	 	3,000	 	0.19%	 	2,253	 	50,975
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Rakesh Pande
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Reddy
	 	****************************************	 	250	 	0.02%	 	187	 	4,231






96









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Ruchi Kapoor
	 	****************************************	 	1,875	 	0.12%	 	1,408	 	31,856
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	S. Deepak
	 	****************************************	 	 	 	 	 	 	 	 
	Kumar
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992






97









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sameer
	 	****************************************	 	2,000	 	0.12%	 	1,502	 	33,983
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Santosh Ramji
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Saurabh Chopra
	 	****************************************	 	2,000	 	0.12%	 	1,502	 	33,983






98









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Shila Cyriac
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Shravan
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sindhu Lekha
	 	****************************************	 	250	 	0.02%	 	187	 	4,231






99








 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Siva Kumar H
	 	****************************************	 	250	 	0.02%	 	187	 	4,231
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sneha Thakkar
	 	****************************************	 	500	 	0.03%	 	376	 	8,507
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sooraj
	 	****************************************	 	250	 	0.02%	 	187	 	4,231






100









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Stephen Samuel
	 	****************************************	 	3,000	 	0.19%	 	2,253	 	50,975
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Stuti
	 	****************************************	 	 	 	 	 	 	 	 
	Dhandhania
	 	*****	 	250	 	0.02%	 	188	 	4,254
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Suchitra
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992






101









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Sudershan
	 	****************************************	 	500	 	0.03%	 	375	 	8,484
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Suresh Babu
	 	****************************************	 	 	 	 	 	 	 	 
	Perumal
	 	*****	 	750	 	0.05%	 	563	 	12,738






102









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Tarun Kumar
	 	****************************************	 	 	 	 	 	 	 	 
	Mukherjee
	 	****************************************	 	250	 	0.02%	 	188	 	4,254
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	V. Makesh
	 	****************************************	 	1,400	 	0.09%	 	1,051	 	23,779
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Varun
	 	****************************************	 	 	 	 	 	 	 	 
	Mohanpuria
	 	*****	 	500	 	0.03%	 	376	 	8,507






103









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	VC. Radha
	 	****************************************	 	500	 	0.03%	 	375	 	8,484
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vikas Verma
	 	****************************************	 	1,000	 	0.06%	 	751	 	16,992
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vinay CR
	 	****************************************	 	2,000	 	0.12%	 	1,502	 	33,983






104









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vinitha Unni
	 	****************************************	 	500	 	0.03%	 	375	 	8,484
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Vinoth Babu
	 	****************************************	 	250	 	0.02%	 	188	 	4,254
	 
	 	 	 	 	 	 	 	 	 	 
	OTHER
	 	 	 	 	 	 	 	 	 	 
	SHAREHOLDERS
	 	 	 	 	 	 	 	 	 	 






105









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Tawny Dove
	 	****************************************	 	 	 	 	 	 	 	 
	Ltd.
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	180,830	 	11.18%	 	135,803	 	3,072,566
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	K. Ganesh
	 	****************************************	 	56,900	 	3.52%	 	42,732	 	966,819
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Spark Capital
	 	****************************************	 	 	 	 	 	 	 	 
	Advisors
	 	****************************************	 	 	 	 	 	 	 	 
	(India) Pvt
	 	****************************************	 	 	 	 	 	 	 	 
	
Ltd.
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	81,000	 	5.01%	 	60,831	 	1,376,312






106









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Raji Raju
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	71,470	 	4.42%	 	53,674	 	1,214,383
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Glen M Springer
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	38,710	 	2.39%	 	29,071	 	657,736
	 
	 	****************************************	 	 	 	 	 	 	 	 
	Infernotions
	 	****************************************	 	 	 	 	 	 	 	 
	Corporation
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	20,670	 	1.28%	 	15,523	 	351,211






107









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	PAYMENT OF FIRST
	 	 	 	 	ON EFFECTIVE	 	TRANCHE CONSIDERATION
	 	 	 	 	DATE	 	ON FIRST CLOSING DATE
	 	 	 	 	 	 	 	 	 	 	First Tranche
	 	 	 	 	# of	 	 	 	First	 	Consideration
	 	 	 	 	shares	 	%	 	Tranche	 	Payable (In
	Name	 	Bank Account Details	 	held	 	holding	 	Shares	 	USD)
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	MS Krishnan
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	 	 	 	 	 	 	 
	 
	 	****************************************	 	8,510	 	0.53	% 	6,391	 	144,597
	 
	 	 	 	 	 	 	 	 	 	 
	GRAND TOTAL
	 	 	 	1,618,060	 	100.00	% 	1,215,163	 	27,493,282






 


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108










 





Schedule 9




ALL CORPORATE APPROVALS AND APPROVALS REQUIRED FOR THE CONSUMMATION OF THE TRANSACTIONS





	1.	 	Resolutions of the Board of Directors of the Company 






The Company shall, on the First Closing Date, provide certified true copies of the
following resolutions of the Board of Directors of the Company, on the letterhead of the
Company, to the Purchaser:




	 	a.	 	Transfer of Shares






RESOLVED that the transfer to WNS (Mauritius) Ltd of [•] equity shares of face value of
Rs.[•] each, represented by the share certificates listed below, and each delivered with
duly stamped and executed Share Transfer Forms, be and hereby is approved.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	No. of Equity
	 	 	 	 	Distinctive nos.	 	Shares of
	Transferor Name	 	Share Certificate no.	 	From	 	To	 	Rs.[•]/each
	 
	 	 	 	 	 	 	 	 






RESOLVED FURTHER, that Mr. /Ms. [•], Director of the Company, be and hereby is
authorized by the Company to do all such acts, matters, deeds and things necessary or
desirable in connection with or incidental to giving effect to the above resolution,
including but not limited to making necessary entries in the Share Transfer Register and
Register of Members of the Company, endorsing the share certificates involved under such
transfers and to comply with all other requirements in this regard.




RESOLVED FURTHER, that Mr./ Ms. [•] Director of the Company be and hereby is authorized to
arrange to file the required forms/ declarations with the Registrar of Companies.




	 	b.	 	Employment Agreements






RESOLVED that pursuant to the Share Purchase Agreement executed by the Company and its
shareholders with WNS (Mauritius) Limited, the execution by the Company of an Employment
Agreement, as per the draft Employment Agreements placed before the Board, with each of the
following persons [Insert names of Employees], of the Company be and hereby is approved.




RESOLVED FURTHER, that Mr. [•], Director of the Company, be and hereby are authorized to
execute the said Employment Agreements on behalf of the Company.




	 	c.	 	Change in Authorized Signatories for the Operation of the Company’s Bank
Account




109









 












RESOLVED that in supercession of earlier resolution dated [                    ], authorizing Mr. [•],
Mr. [•] and Mr. [•], to operate the bank accounts at the following banks [Insert Bank
Details], the following personnel be authorized to operate the bank accounts at [Insert
Bank Details], and the said banks be and hereby are authorized to honor cheques, bills of
exchange, promissory notes and other orders drawn accepted, endorsed or made on behalf of
the Company and to act on any instructions so given relating to the said accounts whether
the same be in credit or overdrawn.


[Upto Rs 25 lakhs jointly by ]

[Mr.S.Ramakrishnan] or his authorised representative [Mr.Vinay Mishra]

or his authorised representative

[Above Rs. 25 lakhs jointly by]

[authorised representative of WNS]

[Mr. S.Ramakrishnan (or his authorised representative) or Mr.Vinay

Mishra (or his authorised representative)]





RESOLVED FURTHER, that each of Mr. [•] and Mr. [•], directors of the Company each be and
hereby is severally authorized to forward a certified copy of the resolution to the banks
for noting and effecting the change in the signatories as above.




	 	d.	 	Resignation and Appointment of Directors






RESOLVED that each resignation letter received from [list resigning directors], dated
                    , respectively, expressing his desire to resign from the Board of the
Company effective from the date of this meeting, be and hereby is accepted with immediate
effect.




RESOLVED FURTHER, that                     , being eligible to be appointed as director as per
the applicable provisions of the Companies Act, and who is present in this meeting by
special invitation, be and hereby is appointed director of the Company with immediate
effect to fill in casual vacancy arising from the resignation of [list the names of one of
the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with
Article [•] of the Articles of Association of the Company, and further, [                    ]
shall hold the office of director until the next Annual General Meeting of the Company.




RESOLVED FURTHER, that                     , being eligible to be appointed as director as per
the applicable provisions of the Companies Act, and who is present in this meeting by
special invitation, be and hereby is appointed director of the Company with immediate
effect to fill in casual vacancy arising from the resignation of [list the names of one of
the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with
Article [•] of the Articles of Association of the Company, and further, [                    ]
shall hold the office of director until the next Annual General Meeting of the Company.




RESOLVED FURTHER, that                     , being eligible to be appointed as director as per
the applicable provisions of the Companies Act, and who is present in this meeting by
special invitation, be and hereby is appointed director of the Company with immediate
effect to fill in casual vacancy arising from the resignation of [list the names of one of
the directors resigning] pursuant to section 262 of the Companies Act, 1956, read with
Article [•] of the Articles of Association of the Company, and further, [                    ]
shall hold the office of director until the next Annual General Meeting of the Company.





RESOLVED FURTHER, that                     , being eligible to be appointed as



110









 







director as per the applicable provisions of the Companies Act, and who is present in this
meeting by special invitation, be and hereby is appointed director of the Company with
immediate effect to fill in casual vacancy arising from the resignation of [list the names
of one of the directors resigning] pursuant to section 262 of the Companies Act, 1956, read
with Article [•] of the Articles of Association of the Company, and further,
[                    ] shall hold the office of director until the next Annual General Meeting
of the Company.




RESOLVED FURTHER, that Mr. [•] and Mr. [•], Directors of the Company, each be and hereby is
severally authorized to file the prescribed forms for intimating resignation of the
directors and appointment of new directors in their place with the Registrar of Companies
as per statutory requirements.




	 	e.	 	Convening of Extra-ordinary General Meeting of the Company






RESOLVED that an Extra-ordinary General Meeting of the Company be held on [Insert Date] at
[Insert Time] at [Insert Address].




RESOLVED FURTHER, that the draft notice convening the Extra-ordinary General Meeting of the
Company be placed before the meeting and initialed by the Chairman for identification be
and is hereby approved.




RESOLVED FURTHER, that Mr. [___] of the Company be and is hereby authorized to issue notice
of the Extra-ordinary General Meeting of the Company to the members of the Company at a
shorter notice for convening the Extraordinary General Meeting.




	 	f.	 	Amendment of the Articles of Association of the Company






RESOLVED that subject to the provisions of Section 31 of the Companies Act, 1956, and
subject to the approval of the members of the Company in general meeting by passing a
special resolution of the shareholders, the Articles of Association of the Company be
amended in the form and manner similar to the draft Articles of Association tabled before
the Board and duly initialed by the Chairman for the purpose of identification.




FURTHER RESOLVED, that a copy each of the above resolutions be signed by Mr. [•], Director
of the Company and be forwarded to WNS (Mauritius) Limited, as a certified copy for their
records.




RESOLVED FURTHER, that Mr. [___] of the Company be and is hereby authorized to file the
amended copy of the Articles of association of the Company and file such others as are
required to be filed with the Registrar of Companies, Karnataka.




	2.	 	Resolutions of the members of the Company 






The Company shall, on the First Closing Date, provide certified true copies of the
following resolutions of the shareholders of the Company, on the letterhead of the Company,
to the Purchaser:




	 	a.	 	Amendment of the Articles of Association of the Company







RESOLVED that subject to the provisions of Section 31 of the Companies Act, 1956, the
Articles of Association of the Company be amended in the form and



111









 







manner similar to the draft Articles of Association tabled before the Board and duly
initialed by the Chairman for the purpose of identification of the Chairman.




FURTHER RESOLVED, that a copy each of the above resolutions be signed by Mr. [•], Director
of the Company and be forwarded to WNS (Mauritius) Limited, as a certified copy for their
records.



 


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112









 








Schedule 10




LIST OF CUSTOMERS FOR WHICH MARKETICS WILL NEED TO GET SIGNED MSA AS CP TO CLOSING




None




 


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113









 








Schedule 11




DRAFT CONTRACT TO BE SIGNED FOR THOSE CUSTOMERS WHERE MSA IS REQUIRED TO BE SIGNED AS A CP TO

CLOSING




Not applicable.




 


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114









 








Schedule 12




CP CONFIRMATION FORM




Not applicable; intentionally left blank.




 


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115









 








Schedule 13




LIST
OF ALL BUSINESS MATTERS IN RESPECT OF WHICH CONSENT OF THE PURCHASER
WOULD BE REQUIRED BY THE FOUNDERS/KEY EMPLOYEES/COMPANY





	a.	 	Except as agreed in the annual business plan.






	 	a.	 	Commencement of any new line of business, which is unrelated to the Business.
	 
	 	b.	 	Commencement of unit / division in a new geographical territory for product. (Business
can come from any geography and therefore this has been deleted).
	 
	 	c.	 	Capital expenditure including acquisition of assets, construction or lease, in excess
of INR 2 million per annum.
	 
	 	d.	 	The formation of, investment in, or operation by the Company of any subsidiary, or
collective investment vehicle.
	 
	 	e.	 	Setting up of salary and benefits of any employee with a total cost to the Company or
any of its subsidiaries exceeding INR 5 Million per annum
	 
	 	f.	 	Changes to material accounting policies or practices, or any change in the financial
year for preparation of audited accounts.






	b.	 	Creation of investments other than short-term liquid investments in Banks or any activity
relating to derivatives transaction.
	 
	c.	 	Divestment of or sale of assets of businesses, lease, license or exchange or pledge in any
other way proposing to dispose off any assets or undertaking of the Company in excess of INR 5
Lakhs for individual transactions, or INR 2 million on a cumulative basis, in any financial
year or substantially all of the assets or undertaking or the Company.
	 
	d.	 	Any agreement, arrangement, transaction or assignment of intellectual property rights
including those relating to copyrights, trademarks, patents and designs.
	 
	e.	 	The creation of any indebtedness not contemplated in the annual operating budget of the Company.
	 
	f.	 	Recommend, giving or renewing of security for or the guaranteeing of debts or obligations of
the Company or any Subsidiary Company and / or Affiliates of any Person.
	 
	g.	 	Appointment of marketing representatives/agents to whom payments on an annual basis are to be
more than INR 10 million.
	 
	h.	 	Creating any lien or charges or proposing the acquisition, sale, lease, transfer, license or
in any other way proposing to dispose off any assets or undertaking of the Company and / or
its Affiliates in excess of INR 2.5 Million or more in a single transaction or on a cumulative
basis i.e. in more than one transaction in any calendar year, or substantially all the assets
or undertaking of the Company and / or its Affiliates
	 
	i.	 	The appointment, save for sales persons hired in the US per the agreed Business Plan or
removal and determination of the terms of employment and any significant changes in the terms
of the employment agreement of the Founders, Key Employees and any other employee with
compensation exceeding USD 100,000 per annum.
	 
	j.	 	Related party transactions, agreements or arrangements between the Company and the Founders
and any transaction, agreement or arrangement between the Company, and any entity or firm, in
which any of the Founders are directly or indirectly in control of the business and/or has a
financial interest of more than 2%.
	 
	k.	 	Commencement or settlement of litigation where the amount involved is above INR 1 Million in
any particular financial year.





 


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116









 








Schedule 14




List of existing/potential customers of WNS and mechanism for giving credit to Selling Shareholders

in case they achieve excess growth in such accounts.




	 	 	 	 	 
	Client	 	FY2008
Revenue (USD ’000)
	GSK-EKC
	 	 	3,291	 
	NDE Analytics
	 	 	2,202	 
	GMAC
	 	 	213	 
	Travelocity
	 	 	261	 
	BA-KISS
	 	 	112	 
	Dunnhumby
	 	 	755	 
	AVIVA
	 	 	140	 
	Armstrong
	 	 	1,044	 
	EMC
	 	 	220	 
	LMS Alcoa
	 	 	237	 
	EMC Bear Stearns
	 	 	0	 
	St Paul’s Travelers
	 	 	0	 
	M&T Bank
	 	 	0	 
	First Horizon Bank
	 	 	0	 
	Daimler Chrysler and Daimler Chrysler Financial Services
	 	 	0	 
	GM
	 	 	0	 
	Kimberly Clarke
	 	 	0	 
	Diageo
	 	 	0	 
	Rio Tinto
	 	 	0	 
	Herbal Life
	 	 	0	 
	Pfizer
	 	 	0	 
	Bristol Myers Squibb
	 	 	0	 
	Total from clients
	 	 	8,475	 





 


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117










 





Schedule 15




DISCLOSURE SCHEDULE




DISCLOSURES TO THE REPRESENTATIONS AND WARRANTIES OF THE FOUNDERS AND THE SELLING SHAREHOLDERS





	1	 	This Schedule constitutes formal disclosure by the Company and the Selling Shareholders to
the Purchaser for the purposes of the Agreement of the facts and circumstances which are or
may be inconsistent with the Representations and Warranties or which otherwise give or may
give rise to a Claim by the Purchaser. Such facts and circumstances will be deemed to qualify
each specific Representation and Warranty accordingly.






	2	 	Where brief particulars of a matter are set out or referred to in this schedule, or a
document is referred to but not attached, or a reference is made to a particular part only of
a document, full particulars of the matter and the document are deemed to be disclosed
provided that the full document is otherwise available for inspection as a matter of public
record, as defined below.






	3	 	All disclosures are made specifically in respect of specific Representation or Warranty as
provided hereinbelow.






	4	 	Disclosures contained in this schedule are not to be taken to have the effect of or construed
as adding or extending the scope of any of the Representations or Warranties.




The Selling Shareholders and the Company hereby disclose the also disclose the following:




	 	 	 
	Item	 	Disclosure
	Information
	 	 
	 
	 	 
	All information in relation to the Company, the Business and the
Founders, which would be material to the Purchaser for the purposes
of purchasing the Sale Shares from the Founders in accordance with
the terms of this Agreement, has been made available and disclosed
to the Purchaser and such information is true and fair in all
respects, and no such information omits to state any fact necessary
to make such statements true and fair.

	 	No disclosures






118









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	Organization and Capital Structure of the Company
	 	 
	 
	 	 
	The Company is a private limited company incorporated under the
provisions of the Act. The Company is duly organized and validly
existing under Applicable Law. The Company has the corporate power
and authority to own, operate and use its assets and carry on the
Business as now conducted.

	 	No disclosures
	 
	 	 
	The authorized share capital of the Company is Rs. 20,00,000 (Rupees
Twenty Lakhs only) divided into 20,00,000 (Twenty Lakh) Shares of
Rupees one each. The issued and paid up share capital of the Company
is Rs. 16,18,060 (Rupees Sixteen Lakhs, Eighteen Thousand and Sixty
only) divided into 16,18,060 (Sixteen Lakhs, Eighteen Thousand and
Sixty) Shares. Other than the Sale Shares, the Company has not
issued any other shares of any nature whatsoever. There are no
agreements, arrangements, options, warrants, calls or other rights
relating to the issuance, sale or purchase of any of the Shares.
There are no preemptive rights, rights of first refusal or other
similar rights relating to any of the Shares. There are no voting
trusts or other arrangements or understandings with respect to the
voting of any of the Shares.

	 	There are no agreements, arrangements, options, warrants,
calls or other rights relating to the issuance, sale or
purchase of any of the Shares, save and except:


Shareholders Agreement dated August 21, 2004 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada;


Subscription Agreement dated November 1, 2004 entered
into between the Company and Mr. Glen M. Springer;


Shareholders Agreement dated July 18, 2005 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and
M/s Tawny Dove Limited;
	 
	 	 
	 

	 	Shareholders Agreement dated December 23, 2005 entered
into between the Company, Mr. Raji Raju, Mr. S.
Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr.
Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove
Limited; and
	 
	 	 
	 

	 	Share Subscription Agreement dated November 1, 2005
entered into between the Company and Infernotions
Corporation.
	 
	 	 
	 

	 	Share Subscription Agreement dated August 17, 2006 entered
into between the Company and M.S.Krishnan.






119









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	The Company has delivered a true and complete copy of its Charter
Documents, amended to date and in full force and effect on the date
hereof, the minutes of the proceedings of the Board of Directors,
committees (if any) and shareholders for the past four years to the
Purchaser. To the best of the knowledge of its Founders, the Company
is not in violation of any of the provisions of its Charter
Documents. Also, to the best of the knowledge of it’s Founders, the
Company has not committed any default in filing of appropriate
returns, statements, reports, and all other statutory requirements
have been complied with.

	 	No disclosures.
	 
	 	 
	Subsidiaries and Investments
	 	 
	 
	 	 
	Other than as set out in the Balance Sheets of the Company as on the
Balance Sheet Date (as defined hereinafter), the Company does not
have, and has never had, any subsidiaries and does not otherwise
own, and has not otherwise owned, any shares in the capital of, or
control of, directly or indirectly, any corporation, partnership,
association, joint venture or other Person.

	 	No disclosures.
	 
	 	 
	Authority
	 	 
	 
	 	 
	The Company has the corporate power and authority to execute,
deliver and perform the Definitive Agreements and any other
documents which may be required to effect the transactions
contemplated by the Definitive Agreements. Each of the Founders has
the authority to execute, deliver and perform the Definitive
Agreements and the transactions contemplated by the Definitive
Agreements, and has where necessary, obtained shareholder and/or
other consents required for the same. The execution, delivery and
performance by the Company of the Definitive Agreements to which it
is a party has been duly authorized and approved by the Board of
Directors. The execution, delivery and performance by each of the
Founders of each of the Definitive Agreements to which it is a party
has been duly authorized and approved by any necessary corporate or
other action.

	 	Save and except:


Shareholders Agreement dated August 21, 2004 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada;


Subscription Agreement dated November 1, 2004 entered
into between the Company and Mr. Glen M. Springer;


Shareholders Agreement dated July 18, 2005 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and
M/s Tawny Dove Limited;






120









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	 

	 	Shareholders Agreement dated December 23, 2005 entered
into between the Company, Mr. Raji Raju, Mr. S.
Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr.
Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove
Limited; and
	 
	 	 
	 

	 	Share Subscription Agreement dated November 1, 2005
entered into between the Company and Infernotions
Corporation.
	 
	 	 
	 

	 	Share Subscription Agreement dated August 17, 2006 entered
into between the Company and M.S.Krishnan.
	 
	 	 
	To the best of the knowledge of the Founders, the execution,
delivery and performance of the Definitive Agreements will not
violate, conflict with, result in a breach of the terms, conditions
or provisions of, or constitute a default, an event of default or an
event creating rights of acceleration, modification, termination or
cancellation or a loss of rights under any or all of the
following: (1)
any contract to which the Company or the Founders are parties;
(2) any court order to which the Company or any Founder is a party
or by which the Company or any Founder is bound; (3) any Laws
affecting the Company or the Founders; or (4) any other binding
obligations of the Company or the Founders.

	 	No disclosures.
	 
	 	 
	All Approvals or acts of, or the making by, the Company or the
Founder(s) of any declarations, filings or registrations with any
governmental bodies as may be required by Law in connection with the
execution of the Definitive Agreements and the effecting of the
transactions contemplated by the Definitive Agreements have been
obtained and/or completed.

	 	All approvals, declarations, filings and registrations
required for the execution of the Definitive Agreements
have been obtained.
	 
	 	 
	Financial Statements 
	 	 
	 
	 	 
	The Balance Sheets of the Company (balance sheets and
statements of accounts) as of March 31, 2007 (the “Balance Sheet
Date”), March 31, 2006, March 31, 2005 and March 31, 2004
(collectively the “Financial Statements”) have been provided to the
Purchaser. The Financial Statements present fairly and truly in all

	 	No disclosures save and except that the Balance Sheet of
March 31, 2007 is proforma and un-audited.






121









 






	 	 	 
	Item	 	Disclosure
	material respects the financial position and results of operations
of the Company, as of the respective dates and for the respective
periods covered thereby and have been or are prepared in accordance
with Indian GAAP, consistently applied. The Financial Statements
present true and complete representations of the assets and
liabilities of the Company as of the dates specified therein. The
Company has established and maintains, adheres to and enforces a
system of internal accounting controls that are effective in
providing assurance regarding the reliability, completeness and
accuracy of financial reporting and the preparation of financial
statements in accordance with Indian GAAP (including the Financial
Statements).
	 	 
	 
	 	 
	Operations since Effective Date
	 	 
	 
	 	 
	Save and except as specifically disclosed in writing, since the
Balance Sheet Date till First Closing Date:
	 	 
	 
	 	 
	There has been no Material Adverse Effect and/or no event which
would materially affect the ability of the Company to continue to
operate the Business as conducted, or as contemplated by this
Agreement.

	 	No disclosures.
	 
	 	 
	The Company has not issued or authorized for issuance any equity
shares, bond, note or other security of the Company.

	 	No disclosures.
	 
	 	 
	The Company has not without the consent of the Purchaser (if so
required), incurred any material debt, obligation or liability that
exceeds Rs. 5,00,000 in an individual transaction.

	 	The agreement between Marketics Inc. and Gabriel Systems
(Glen Springer) is being renewed.
	 
	 	 
	The Company has not purchased, redeemed or otherwise acquired,
directly or indirectly, any share or shares of the Company’s
capital.

	 	No disclosures.
	 
	 	 
	The Company has not created, voluntarily or involuntarily, any
Encumbrance upon any of its assets or properties.

	 	No disclosures.
	 
	 	 
	The Company has not sold any of its assets or properties which has a
book value in excess of Rs. 1,00,000

	 	No disclosures.






122









 






	 	 	 
	Item	 	Disclosure
	The Company has not purchased any securities of any Person.

	 	No disclosures.
	 
	 	 
	The Company has not incurred any expenditure for the purchase,
acquisition, construction or improvement of any equipment or capital
asset in excess of Rs. 5,00,000 in an individual transaction.

	 	The Company has purchased a back-up generator on April 05,
2007 worth approximately Rs. 7,31,500 (Rupees Eight Lakhs
only).
	 
	 	 
	The Company has not made any loan to any Person in excess of Rs. 10
Lakhs in the aggregate.

	 	No disclosures.
	 
	 	 
	The Company has not amended, terminated or failed to renew any
material contract that is due for renewal.

	 	No contracts relating to the top ten clients of the
Company are pending renewal. The following agreements have
not been renewed as of the date hereof, and are being
renewed;
	 
	 	 
	 

	 	Agreement with Gabriel Systems (Glen Springer)
	 
	 	 
	 

	 	MSA with Avery Dennison
	 
	 	 
	 

	 	LOI with Huron Consulting
	 
	 	 
	The Company has not failed to claim outstanding accounts
receivables, deferred payments of accounts payable, or prepaid any
obligation in excess of Rs. 10,00,000.

	 	No disclosures.
	 
	 	 
	To the best of the Founders Knowledge, the Company or its assets
have not become subject to any Encumbrance.

	 	No disclosures.
	 
	 	 
	The Company has not changed its accounting methods or practices 

or, written off any reserves other than as disclosed in the 

financials

	 	No disclosures save and except the change in accounting
policy for revenue recognition in 2006-07 for US GAAP.






123









 






	 	 	 
	Item	 	Disclosure
	The Company has not revalued its assets.

	 	No disclosures.
	 
	 	 
	To the best of the Founders Knowledge, the Company or its directors,
officers or employees have not received any notices, or Knowledge of
any nature whatsoever which would indicate litigation, liability, or
any extraordinary cost from any third parties, past or present
employees, or governmental bodies against the Company which shall
result in a Material Adverse Effect.

	 	No disclosures to the best of the Founders’ Knowledge.
	 
	 	 
	(xix) The Company has not registered any transfer of Shares other
than those recorded in the share transfer register issued to
Employees prior to the Effective Date.

	 	No disclosures.
	 
	 	 
	(xxi) The Company has adequately provided for all amounts
(including Taxes) that should have been accounted for or reserved by
it in the ordinary course of business in accordance with Indian GAAP
and the same is reflected in the financial statements

	 	No disclosures.
	 
	 	 
	(xxii) The Company has not made any investments, save and except
for investments in the Subsidiary and capital expenditure not
exceeding USD 50,000/-. For the purposes of this clause, the term,
“Investments” shall be deemed to exclude fixed deposits, mutual
funds and other money market instruments.

	 	No disclosures.
	 
	 	 
	No Undisclosed Liabilities
	 	 
	 
	 	 
	The Company has no material obligations or liabilities of any nature
(whether accrued, absolute, contingent, or otherwise) other than:

	 	No disclosures.
	 
	 	 
	those set forth or adequately provided for in the Balance Sheet; and

	 	No disclosures.
	 
	 	 
	those incurred in the ordinary course of business since the Balance
Sheet Date being 31 March 2006 and consistent with past practice.

	 	No disclosures.
	 
	 	 
	Taxes
	 	 
	 
	 	 
	The Company has filed or caused to be filed in a timely manner
all Tax Returns

	 	No disclosures.






124









 






	 	 	 
	Item	 	Disclosure
	required to be filed by the First Closing Date. All Taxes due as of
the First Closing Date have been paid. Further, there are no claims,
proceedings or actions pending relating to Taxes, in respect of the
Company.
	 	 
	 
	 	 
	Assets
	 	 
	 
	 	 
	All movable assets required for carrying on the Business of the
Company as is presently being carried on: are in normal working
condition and good working order subject to normal wear and tear;
and

	 	No disclosures.
	 
	 	 
	Except as disclosed in the Financial Statements, all the assets of
the Company, whether movable or immovable, real or tangible, are
free and clear of all Encumbrances of any nature whatsoever and
other than the Company, no other party, including the Founders, has
any subsisting rights, claim or title over such assets, including
the right to possess or use such assets.

	 	Save assets that are bonded to fulfill STP requirements
	 
	 	 
	The immovable assets of the Company, including, without limitation,
equipment and machinery, owned, leased, or licensed by the Company
or employed by it, are in serviceable condition and repair for use
thereof in the ordinary course of business.

	 	No disclosures.
	 
	 	 
	Property Leases
	 	 
	 
	 	 
	Copies of each contract under which the Company leases, holds or
operates any real property owned by any third Person or subleases
any real property to any third Person has been made available to the
Purchaser as disclosed in Schedule J.

	 	See Schedule J to the Disclosure Letter
	 
	 	 
	No material breach of any covenant affecting the freehold or
leasehold title to any asset of the Company has occurred and in
relation to each leasehold property, the

	 	No disclosures.






125









 






	 	 	 
	Item	 	Disclosure
	rent has been paid in accordance with the relevant agreements. There
do not exist any easements over the immovable assets, which would
materially affect the Company’s use and enjoyment of the immovable
assets.
	 	 
	 
	 	 
	Where any immovable and movable assets are used in the Business but
not owned by the Company or any facilities or services are provided
to the Company by any third party, there has not occurred any event
of default or any other event or circumstance, which may entitle any
third party to terminate any agreement or license in respect of the
provision of such facilities or services (or any event or
circumstance which with the giving of notice and/or the lapse of
time and/or a relevant determination would constitute such an event
or circumstance).

	 	No disclosures.
	 
	 	 
	Governmental Permits
	 	 
	 
	 	 
	The Company possesses all licenses, permits, registrations,
approvals and other authorizations from governmental authorities
necessary to entitle it to carry on and conduct its Business as
currently conducted (collectively “Governmental Permits”), except
for governmental permits which, if not possessed by the Company,
would not, individually or in the aggregate, be material to the
Company. The Company has performed all obligations under each
Governmental Permit which are required for such Governmental Permit
to be continuing, valid and subsisting. No event has occurred or
condition or state of facts exists which constitutes or, after
notice or lapse of time or both, would constitute a breach or
default under, or which would allow revocation or termination of,
any Governmental Permit. To the best of the Founders Knowledge, the
Company has not received notice of cancellation, default or any
dispute concerning any Governmental Permit which, if not possessed
by the Company, would, individually or in the aggregate, be material
to the Company.

	 	The Company possesses the following licenses, permits,
registrations, approvals and other authorizations from
governmental authorities 
Provident Fund

Profession Tax

Commercial Tax Office (Sales Tax / VAT)

Shops & Establishment

STPI

Customs

Income Tax (PAN / TAN)

Ministry of Commerce (IEC)

Registrar of Companies

RBI approval for WOS in US






126









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	Intellectual Property
	 	 
	 
	 	 
	The Company as reasonably permitted and disclosed, owns all the
Intellectual Property. For the purposes of this Clause, the term
“Intellectual Property” shall include all of the following
categories of Intellectual Property owned by the Company: copyrights
and all renewals thereof on software developed by the
Company; trademarks, trade names, service marks, service names,
logos and corporate names, both primary and secondary, together with
all goodwill associated therewith and including, without limitation,
all translations, adaptations, combinations and derivations of each
of the foregoing; all other intellectual property, including but not
limited to design rights, trade names and domain names;

	 	No disclosures.
	 
	 	 
	The Intellectual Property is fully transferable, assignable,
alienable and licensable by the Company following the Effective Date
without restriction and without payment of any kind to any third
party.

	 	No disclosures.
	 
	 	 
	The Intellectual Property is free and clear of any liens, charges or
any Encumbrance by whatever name and is freely transferable at the
option of the Company.

	 	No disclosures.
	 
	 	 
	In each case in which the Company has acquired the Intellectual
Property from any Person (including any Affiliate), the Company has
obtained a valid and enforceable assignment sufficient to
irrevocably transfer all rights in such Intellectual Property
(including the right to seek past and future damages with respect
thereto) to the Company. The Company has recorded each such
assignment of the Intellectual Property with the appropriate
authority.

	 	No disclosures.
	 
	 	 
	The Company has no Knowledge of any facts or circumstances that
would render any Intellectual Property rights invalid or
unenforceable.

	 	No disclosures.






127









 






	 	 	 
	Item	 	Disclosure
	The Company has not transferred ownership of, or granted any
exclusive license of or right to use, or authorized the retention of
any exclusive rights to use or joint ownership of, any Intellectual
Property to any other Person (including to any Affiliate of
Company). The Company has not allowed the Company’s rights in the
Intellectual Property to lapse or enter the public domain.

	 	No disclosures.
	 
	 	 
	There are no contracts, licenses or agreements between the Company
and any other Person with respect to any rights on the Intellectual
Property, under which there is any dispute regarding the scope of
such agreement, or performance under such agreement, including with
respect to any payments to be made or received by the Company
thereunder.

	 	No disclosures.
	 
	 	 
	To the Knowledge of the Founders, there is no suit, or notice
whether pending for infringement against any of the Intellectual
Property.

	 	No disclosures.
	 
	 	 
	Subsidiary
	 	 
	 
	 	 
	That the Subsidiary is a 100% subsidiary of the Company. For the
purposes this sub-clause (m) the Company shall be referred to as the
“Parent’.

	 	No disclosures.
	 
	 	 
	Other than Parent, the Subsidiary has no other affiliate or
subsidiaries.

	 	No disclosures.
	 
	 	 
	The Subsidiary’s employees use the Connecticut location for all
written communications including business cards and e-mail return
addresses.

	 	No disclosures.
	 
	 	 
	Subsidiary has no office outside the United States of America.

	 	No disclosures.
	 
	 	 
	As to the Subsidiary, there have been no circumstances which have
given rise to any insolvency proceedings occurring. For the purposes
of this sub-clause, the term “insolvency proceedings” includes any
form of bankruptcy, liquidation, receivership, administration,
arrangement or plan with creditors, moratorium, stay or limitation
of creditors’ rights, interim or provisional supervision by the
court or court appointee, whether in the jurisdiction of the place
of control, or of incorporation or residence, or elsewhere.

	 	No disclosures.






128









 






	 	 	 
	Item	 	Disclosure
	The Subsidiary and their respective directors, officers and
employees has complied with all US federal, state and local
statutory and regulatory duties.

	 	The Subsidiary’s approvals for doing business in the State
of New Jersey had lapsed and the Subsidiary is in the
process of obtaining the requisite approvals.
	 
	 	 
	The Subsidiary has been duly qualified to transact business as a
foreign operating company in every state and other jurisdiction
where it has conducted business and its in good standing (including
for tax matters) in each such jurisdiction, and has received no
notices of default, violation or breach of any of them.

	 	The Subsidiary’s approvals for doing business in the State
of New Jersey had lapsed and the Subsidiary is in the
process of obtaining the requisite approvals.
	 
	 	 
	The Parent has provided to the Purchaser copies of all agency,
distributorship, marketing, purchasing, manufacturing or licensing
agreements or arrangements to which the Subsidiary and/or any of its
subsidiaries is a party.

	 	No disclosures.
	 
	 	 
	There is/ are no agreement(s) to which the Subsidiary is a party,
which in any way restricts its freedom to carry on its business in
the United States of America

	 	No disclosures.
	 
	 	 
	There is/are no agreement(s) or arrangement(s), to which the
Subsidiary is a party, and which:
	 	 
	 
	 	 
	infringes any relevant anti-trust or similar legislation in any
jurisdiction in which the Subsidiary carries on business or has
assets or sales; or

	 	No disclosures.
	 
	 	 
	is void or unenforceable (whether in whole or in part) or may render
the Subsidiary liable to proceedings under any such legislation as
is referred to in subparagraph (a) above.

	 	No disclosures.
	 
	 	 
	There is/are no agreement(s) or arrangement(s) for any business
practices to which the Subsidiary is now a party, or has been a
party during the last two years, in respect of which:
	 	 
	 
	 	 
	any request for information, statement of objections or similar
matter has been received from any court, tribunal, governmental,
national or supra-national authority; or

	 	No disclosures.






129









 






	 	 	 
	Item	 	Disclosure
	any correspondence has been conducted between the Subsidiary and any
court, tribunal, governmental, national or supra-national authority.

	 	No disclosures.
	 
	 	 
	There are no business machinery and equipment, motor vehicles any
other fixed assets owned by the Subsidiary.

	 	There are no fixed assets.
	 
	 	 
	The Subsidiary has not entered into any hire purchase and leasing
contracts with respect to any fixed assets.

	 	There are no fixed assets.
	 
	 	 
	There are no real properties owned, controlled, used or occupied by
the Subsidiary (including any freehold, leasehold, mortgages).

	 	The Subsidiary has entered into a lease agreement with Mr.
Prabhu Jha, in respect of which Mr. Jha has waived his
right to receive rent.
	 
	 	 
	The Subsidiary has no equipment which is not: (a) in good repair and
condition and/ or (b) in satisfactory working order and/or (c)
properly serviced and maintained and/ or (d) in surplus to
requirements of the business of the Subsidiary;

	 	No disclosures.
	 
	 	 
	The Subsidiary’s authorised share capital is 1,000 shares of Common
Stock, no par value per share.

	 	No disclosures.
	 
	 	 
	The issued share capital of each class (indicating which shares are
not fully paid up or credited as fully paid up) is: 1,000 shares of
common stock.

	 	The issued share capital of the Subsidiary consists of one
share of the common stock.
	 
	 	 
	There are no treasury shares, share option agreements or
arrangements and/or preemption rights and/or conversion rights over
the Subsidiary’s share capital (whether issued or not).

	 	No disclosures.
	 
	 	 
	There are no liens, mortgages, charges or encumbrances over the
share capital of the Subsidiary.

	 	No disclosures.
	 
	 	 
	There are no contracts entered into by the Subsidiary within the
past two years which are not entirely of an arm’s length nature.

	 	The Company has advanced a zero interest loan to the
Subsidiary of USD 475,913.00 in the aggregate.






130









 





	 	 	 	 	 	 	 
	Item	 	Disclosure	 	 	 	 
	 

	 	Date of
disbursement
	 	Amount in USD

	 

	 	 
	 	 	 
	 

	 	15-Dec-05
	 	 	41,000	 
	 

	 	11-Jan-06

3-Apr-06

18-Apr-06

26-Apr-06

16-May-06

24-Jul-06

25-Aug-06

5-Sep-06
	 	 	20,000

15,000

35,000

32,000

30,913

60,000

67,000

175,000	 
	 
	 	 	 	 	 	 
	 

	 	Total
	 	 	475,913	 
	 
	 	 	 	 	 	 
	To the best of the Knowledge of the Founders, there are no breaches
of contract which may give rise to any, litigation, arbitration or
any other dispute resolution procedure involving the Subsidiary.	 	No disclosures.
	 
	 	 	 	 	 	 
	There is no default by the Subsidiary and/or its subsidiaries under
any agreement, trust deed, instrument or arrangement.	 	No disclosures.
	 
	 	 	 	 	 	 
	There are no existing or pending litigations or judgments affecting
the Subsidiary and/or its assets.	 	No disclosures.
	 
	 	 	 	 	 	 
	To the best of the Knowledge of the Founders, there is no
investigation, inquiry or enforcement proceedings or process by any
governmental, administrative or regulatory body.	 	The Subsidiary’s approvals for doing business in the State
of New Jersey had lapsed and the Subsidiary is in the
process of obtaining the requisite approvals.
	 
	 	 	 	 	 	 
	All current employees of Subsidiary have signed the three-page
“Terms and Conditions of Employment” bearing 10 numbered
paragraphs, in the form submitted to Purchaser on or about March
27, 2007 by Debbie Brosy. Subsidiary retains one original fully
executed original of each such document.	 	No disclosures.







131









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	The Company has presumed that all persons classified as consultants
have been properly classified for all regulatory, tax and compliance
purposes, and the Subsidiary is not liable for any taxes, insurance,
compensation, pension or employment plan, registration, interest,
penalties or other liabilities as to any consultant under applicable
employment law.

	 	No disclosures.
	 
	 	 
	The Subsidiary has paid in full to all its employees or adequately
accrued for in accordance with U.S. GAAP all wages, salaries,
commissions, bonuses, benefits and other compensation due to or on
behalf of such employees.

	 	No disclosures.
	 
	 	 
	The Subsidiary has no:
	 	 
	 
	 	 
	employee benefit plans (as defined in of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)) and no bonus,
stock option, stock purchase, restricted stock, incentive, deferred
compensation, retiree medical or life insurance, supplemental
retirement, severance or other benefit plans, programs or
arrangements, and all employment, termination, severance or other
contracts or agreements, whether legally enforceable or not, to
which the Subsidiary is a party, with respect to which the
Subsidiary has any obligation or which are maintained, contributed
to or sponsored by the Subsidiary for the benefit of any current or
former employee, officer or director of the Subsidiary, other than
retention bonus as reflected in the Balance Sheets.

	 	Employees of the Subsidiary are paid a retention bonus in
the month of October every year in respect of the duration
of the employee’s employment with the Subsidiary.

 

Employees of the Subsidiary are paid a discretionary
performance based bonus in the month of June every year in
respect of the performance of such employees in the
preceding financial year.
	 
	 	 
	employee benefit plan for which the Subsidiary could incur liability
in the event such plan has been or were to be terminated;

	 	No disclosures.
	 
	 	 
	contracts, arrangements or understandings between the Selling
Shareholders or any of their Affiliates and any employee of the
Subsidiary, including, without limitation, any contracts,
arrangements or understandings relating to the sale or change in
control of the Subsidiary.

	 	Save and except:
 

Shareholders Agreement dated August 21, 2004 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra and Mr. Shankar Maruwada;


	 

	 	Subscription Agreement dated November 1, 2004 entered into
between the






132









 






	 	 	 
	Item	 	Disclosure
	 

	 	Company and Mr. Glen M. Springer;
	 
	 	 
	 

	 	Shareholders Agreement dated July 18, 2005 entered into
between the Company, Mr. Ganesh Krishnan, M/s Spark
Capital Advisors (India) Private Limited, Mr. S.
Ramakrishnan, Mr. Vinay Mishra , Mr. Shankar Maruwada and
M/s Tawny Dove Limited;
	 
	 	 
	 

	 	Shareholders Agreement dated December 23, 2005 entered
into between the Company, Mr. Raji Raju, Mr. S.
Ramakrishna, Mr. Vinay Mishra, Mr. Shankar Maruwada, Mr.
Ganesh Krishnan, Spark Capital Advisors and M/s Tawny Dove
Limited; and
	 
	 	 
	 

	 	Share Subscription Agreement dated November 1, 2005
entered into between the Company and Infernotions
Corporation.
	 
	 	 
	 

	 	Share Subscription Agreement dated August 17, 2006 entered
into between the Company and M.S.Krishnan.
	 
	 	 
	To the best of the knowledge of the Founders, he Subsidiary is not
liable to any third party for any infringement of intellectual
property (including without limitation any patent, copyright, trade
secret, or trademark) of a third party. Neither Parent nor
Subsidiary has any actual notice of any claims of any such possible
infringement or that any intellectual property of the Parent or
Subsidiary is not validly owned by such entity.

	 	No disclosures.
	 
	 	 
	Liability
	 	 
	 
	 	 
	(i) The Company does not have any pending litigation arising out
of any injury to individuals or property as a result of the use of
any services of the Company in excess of USD 50,000/

	 	No disclosures.
	 
	 	 
	(ii) There are no loans taken, guarantees issued and other
similar obligation assumed by the Company,.

	 	None subsist, save and except those given in respect of
STP bonding.






133









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	(iii) To the best of the knowledge and belief of the Founders, there
are no outstanding claims/liabilities of and/or against the Company
that have resulted in the Company being in default of the above
obligations or the above obligations being invoked, as applicable.

	 	No disclosures.
	 
	 	 
	Compliance with Laws and Litigation
	 	 
	 
	 	 
	The Company has complied with all Applicable Laws, is not in
violation in respect of any Law, and has not received any notices of
violation of any Law with respect to the conduct of Business or the
ownership or operation of its assets. The Company has also complied
with all US law and regulatory duties including all federal, state
and local laws in so far as it relates to applicable Customer
Contracts.

	 	No disclosure.
	 
	 	 
	There is no private or governmental action, suit proceeding, claim,
arbitration or investigation pending before any agency, court or
tribunal, foreign or domestic, which, to the Knowledge of the
Founders, is threatened or ongoing against the Company.

	 	No disclosures.
	 
	 	 
	There is no judgment, decree or order against the Company, or any of
its Founders (in their capacities as such), that could prevent,
enjoin, or materially alter or delay any of the transactions
contemplated by this Agreement, or that may be material to the
Purchaser.

	 	No disclosures.
	 
	 	 
	The Company does not have any pending litigations from Tax or other
authorities under any Law in force which currently have a bearing on
the Business.

	 	No disclosures.
	 
	 	 
	Insurance
	 	 
	 
	 	 
	The list of all insurance policies covering the assets, business,
equipment, properties and liabilities of the Company as set out in
Schedule P has been provided to the Purchaser.

	 	See Schedule P to the Disclosure Letter






134









 






	 	 	 
	Item	 	Disclosure
	The insurance policies provide sufficient cover, commensurate as per
normal industry practise, against any injury, damage, loss, harm of
the entire assets, stock, machinery, stock in transit, liability
and/or services of the Company.

	 	No disclosures.
	 
	 	 
	There is no claim by the Company pending under any of such
policies.

	 	No disclosures.
	 
	 	 
	All premiums due and payable under all such policies have been paid
and the Company is otherwise in compliance with the terms of such
policies. There is no threatened termination of, or material premium
increase with respect to, any of such policies in excess of Rs.
50,000.

	 	No disclosures.
	 
	 	 
	There are no insurance claims and liabilities, outstanding or
otherwise, payable to any Person by the Company in excess of Rs.
5,00,000.

	 	No disclosures.
	 
	 	 
	Contracts
	 	 
	 
	 	 
	A list of the customer, and employee contracts, to which the Company
is a party or by which it is bound, as set out in Schedule Q, has
been provided to the Purchaser.

	 	See Schedule Q to the Disclosure Letter
	 
	 	 
	Each of the contracts to which the Company is a party (“Business
Agreements”) constitutes a valid and binding obligation of the
Company.

	 	No disclosures.
	 
	 	 
	Each of the contracts listed in (i) above, are in full force and
will continue in full force and effect after the Effective Date
without the consent, approval or act of, or the making of any filing
with, any other party. To the best of the knowledge of the Founders,
the Company is not in material breach or default under any of the
Business Agreements.

	 	See Schedule Q to the Disclosure Letter
	 
	 	 
	Banks
	 	 
	 
	 	 
	The names and addresses of all banks at which the Company has an
account has been set out in Schedule R hereto.

	 	No disclosures






135









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	Potential Conflicts of Interest
	 	 
	 
	 	 
	No Founder
	 	 
	 
	 	 
	owns, directly or indirectly, any interest in, or is an officer,
director, employee or consultant of, any Person that is, or is
engaged in Business as, a current competitor;

	 	No disclosures.
	 
	 	 
	owns, directly or indirectly, in whole or in part, any intellectual
or other property that the Company uses in the conduct of the
Business;

	 	No disclosures.
	 
	 	 
	has any claim whatsoever against, or owes any amount to, the
Company, and

	 	Rs. 1,92,000 has been paid by the Company as refundable
deposit towards the residence of Shankar Maruwada. Rs.
1,25,000 has been paid by the Company as refundable eposit
towards the residence of Mr. Vinay Mishra
	 
	 	 
	has any agreement in relation to matters set out in (i) to (iii)
above existing on the date hereof.

	 	No disclosures.
	 
	 	 
	Information Technology Matters:
	 	 
	 
	 	 
	(i) The use of the computer systems by the Company does not to
the best of the Knowledge of the Founders, infringe the intellectual
property rights of any third party.

	 	No disclosures.
	 
	 	 
	(ii) The Company has exclusive control of the operation of the
computer systems and of the storage, processing and retrieval of all
data stored on the computer systems and any intellectual property
rights in such data are owned solely by the Company other than data
provided by clients of the Company and consultants in the ordinary
course of business.

	 	The email server of the Company is maintained by Google
Inc.






136









 






	 	 	 
	Item	 	Disclosure
	Good Title
	 	 
	 
	 	 
	Each of the Selling Shareholders has and will have on the First
Closing Date and the Second Closing Date, good and marketable title
to the Sale Shares set forth opposite such Selling Shareholder’s
name in Schedule 1 hereto, free and clear of any and all
Encumbrances, equities, and claims whatsoever, with full right and
authority to deliver the same under this Agreement, and upon
delivery of the Shares set forth opposite such Selling Shareholder’s
name in Schedule 1 hereto and payment of the consideration therefor
as contemplated in this Agreement, will convey to the Purchaser good
and marketable title to such Sale Shares free and clear of all
Encumbrances, equities, pre-emptive rights, rights of first refusal,
and any other claim of the Selling Shareholders or any third party.

	 	No disclosures.
	 
	 	 
	Employees
	 	 
	 
	 	 
	To the best of the knowledge of the Founders and based on the
information obtained by them from the Employees, the details
disclosed to the Purchaser by the Founders about the employees as
set out in Schedule 5 are accurate, up to date and complete in all
respects and not misleading. The particulars of the terms and
conditions of employment of the employees as set out in Schedule 5
are accurate, up to date and complete in all respects and not
misleading.

	 	No disclosures
	 
	 	 
	There are no employment-related disputes involving the employees as
party (ies), or otherwise affecting their rights or obligations
under the relevant employment agreement, pending or threatened
against the Company and the Founders.

	 	No disclosures.
	 
	 	 
	There is no industrial or trade dispute or any dispute or
negotiation regarding a claim with any trade union.

	 	No disclosures.
	 
	 	 
	To the best of the Founder’s Knowledge, no director or other Key
Employee has received written intimation of their intent to
terminate his/her employment with the Company as a result of the
transactions contemplated by this Agreement or otherwise.

	 	No disclosures.






137









 






	 	 	 
	Item	 	Disclosure
	(y) Related Party Transactions
	 	 
	 
	 	 
	The Company is not party to any transactions with any related
parties, being a related party as defined under the Act.

	 	Save as disclosed in the Balance Sheets in respect of:


Sales commission paid to CRM Holding Private Limited,

Transaction Fees and other payments to Spark Capital 

Advisors (India) Private Limited,

Professional fees paid to Mr. MS Krishnan;

Professional fees and commissions paid to Mr. Glen

Springer; 

Retainership fees paid to Infernotions Corporation; 


Zero interest loans advanced to the Subsidiary;


Sales commissions paid to the Subsidiary; 


Professional fees paid by the Subsidiary; 


Salaries paid to employees.
	 
	 	 
	(ii) No related party or any member of his or her immediate
family is indebted to the Company, nor is the Company indebted (or
committed to make loans or extend or guarantee credit) to any of
them

	 	Rs. 1,92,000 has been paid by the Company as refundable
deposit towards the residence of Shankar Maruwada.


Rs. 1,25,000 has been paid by the Company as refundable
eposit towards the residence of Mr. Vinay Mishra
	 
	 	 
	(zb) Other
	 	 
	 
	 	 
	To the best of the knowledge of the Founders, The Historical Revenue
and PAT for the Company is in line with Indian GAAP and normal
business practices of the past

	 	No disclosures.
	 
	 	 
	Each of the representations and warranties shall be construed as a
separate representation, warranty, covenant or undertaking, as the
case may be, and shall not be limited by the terms of any other
representation or warranty or by any other term of this Agreement.

	 	Not applicable.
	 
	 	 
	There have been no Stock Options (whether vested or not) capable of
being converted into Shares at any time in future and the
shareholding pattern of the Company, as of the date of this
Agreement and immediately prior to the First Closing Date, is as set
forth in Schedule 1 hereof.

	 	There are no such options currently subsisting.






138









 






	 	 	 
	Item	 	Disclosure
	 
	 	 
	The Company, as of the date of this Agreement, is not in anyway
indebted to any third party with respect to any loans, advances,
financial assistance or credit facilities provided to the Company;

	 	Save and except any customer advances and current
liabilities and provisions including employee, vendor and
creditor dues as provided for in the Balance Sheets.
	 
	 	 
	The Company has not, as of the date of this Agreement, availed of
any foreign currency denominated loans;

	 	No disclosures.
	 
	 	 
	As of the First Closing Date, other than the shareholders
agreements terminated in accordance with section 3.2 (j) there exist
no other agreements relating to the Shares and governance of the
Company.

	 	No disclosures.






 
 The remainder of this page has intentionally been left blank




139









 








Schedule J to Disclosure Letter — List of Leases 



Rent Agreement/Lease Deed made between Mr. Arvinder Singh, Mr. Tarunjit Singh, Ms. Majeet Kaur,
Mr. Gagandeep Singh of the First Part and Marketics Technologies (India) Pvt. Ltd. of the Second
Part 




	 	 	 	 	 	 	 
	Sl No.	 	Description of Property	 	Area	 	Date
	1.

	 	No. 1137, 100 Feet
Road, HAL II Stage,
Indiranagar, Bangalore
560 038, comprising
the Ist floor of the
built-up area of the
said property without
car-parking facility
within the Premises.
	 	4000 sq. ft.
	 	July 1, 2006 (Rent
Agreement)
	 
	 	 	 	 	 	 
	2.

	 	No. 1137, 100 Feet
Road, HAL II Stage,
Indiranagar, Bangalore
560 038, comprising
the 2nd floor of the
built-up area of the
said property without
car-parking facility
within the Premises.
	 	4116 sq. ft.
	 	January 21, 2006
(Rent Agreement)
	 
	 	 	 	 	 	 
	3.

	 	No. 1137, 100 Feet
Road, HAL II Stage,
Indiranagar, Bangalore
560 038, comprising
the 3rd floor of the
built-up area of the
said property.
	 	3870 sq. ft.
	 	November 1, 2005
(Lease Deed)
	 
	 	 	 	 	 	 
	4.

	 	No. 1137, 100 Feet
Road, HAL II Stage,
Indiranagar, Bangalore
560 038, comprising
the 4th floor of the
built-up area of the
said property.
	 	450 sq. ft.
	 	November 1, 2005
(Rent Agreement)






 

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140










 





Schedule P to Disclosure Letter — List of Insurance Policies of the Company




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	Compact 

Policy

	 	United India

Insurance
Company
Limited
	 	071600/ 48/ 06/ 88/ 00000909	 	October 19, 2006
to
October 18, 2007
	 	I. Buildings, Contents
including incidental
 stock
	 	Building: 50,00,000

All other contents:
1,25,08,321
	 	Rs. 81,229 Extra premium: 18,569
(Paid on
13.2.2007)
	 

	 	 
	 	 	 	 	 	
	 	
	 	 		 	 	
	 

	 	 
	 	 	 	 	 	 	 	Loss or damage to

1. buildings,

2. contents and

3. legal liability arising

    as tenants of the

    insured premises

due to fire, lightning,
aircraft damage, riot,
strike, malicious damage, storm,
cyclone, typhoon, tempest, hurricane, tornado, flood,
	 	All other contents:
1,25,08,321


Electrical and Mechanical
Appliances: 44,19,972

Electronic Equipments:
41,39,244

Wages and Salary (In
transit): 2,00,000


Money in Office in locked
safe outside business hours: 20,000
	 	 
	 

	 	 	 	 	 	 	 	 	 	
inundation, impact
damage, landslide,
missile testing
operations, bursting / overflowing
of water
tanks, leakage from
automatic sprinkler, bush fire.
	 	Public Liability:
10,000 Computers: 16,59,517
(added on 13.2.2007)
Baggage: Rs.5,000

Special Contingency policy
for Laptops, Mobiles, etc
Rs.23,87,387/-

Special Contingency policy
for Laptops, Mobiles,

Compact Insurance for other
fixed assets.

Rs. 1,94,73,656
	 	


Rs.67,771/-
Paid on 18-Oct-06


Extra premium: 
13,292

(Paid on
13.2.2007

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	II. Burglary and
Housebreaking
 


Loss or damage to the
contents of the insured
premises due to burglary
and housebreaking
	 	



The schedule appended does
not disclose premium
amounts paid for insurance
on Personal Accident and
	 	 






141









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	III. Electrical and
Mechanical Appliances


Loss or damage due to
unforeseen and sudden
accidental physical
damage caused by
mechanical and electrical
breakdown


IV. Electronic
Appliances


	 	Infidelity/ Dishonesty of
Employees, therefore, these
insurance covers have not
been subscribed to by the
company.
	 	 
	 

	 	 	 	 	 	 	 	 	 	Loss or damage due to
any case other than those
specifically excluded

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	V. Money

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Loss due to accident of
money relating to
profession or business
while in transit from and
to the insured premises

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	VI. Personal Accident

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Compensation for death,
disablement solely and
directly caused by
accidental, violent,
external and visible
means.

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	VII. Infidelity/Dishonesty
of
Employees	 	 	 	 	 	 






142









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	Direct pecuniary loss
caused by act of fraud or
dishonesty

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	VIII. Legal liability

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	To pay compensation for
injury or damage to third
parties and employees

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	IX. Fixed glass/ sanitary
fittings/ neon signs/
hoardings	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 	 	 	 	Loss or damage due to
accidental breakage
 	 	 	 	 	 	 
	Group mediclaim 

policy

	 	United India

Insurance

Company

Limited
	 	071600/ 48/ 06/

21/ 00000247	 	June 1, 2006 to
May 31, 2007
	 	Insured event:
hospitalization expenses
in the event of disease,
illness or bodily injury.


Maternity Expenses
covered 


Exclusions:

Pre-existing diseases,



Any disease not stated in
the insurance contract
injury/disease
attributable to
war/foreign invasion


Cost of spectacles, lenses


Dental treatment


Circumcision
Convalescence, general
debility
	 	190 employees @ 1,00,000
= 1,90,00,000


Details

On 1.2.2007

Added 1 @ 1,00,000 =
1,00,000



On 4.1.2007

Added 9 @ 1,00,000 =
9,00,000


On 22.11.2006

Added 19 @ 1,00,000 =
19,00,000




On 20.11.2006

Deleted 15 @ 1,00,000 =

15,00,000


	 	2,60,016



Details

8.2.2007

Rs.451

1.2.2007

Rs. 478


4.1.2007

5,364



22.11.2006

Rs. 20,053





20.11.2006

Recd: Rs. 5253


18.10.2006






143









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	Charges for diagnosis

Expenses for vitamins

Treatment arising from

pregnancy

Naturopathy treatment
	 	On 18.10.2006

Added 24 @ 1,00,000 =

24,00,000


On 18.10.2006

Deleted 15 @ 1,00,000 =

15,00,000
	 	21,091


18.10.2006

Recd: Rs. 13,259
	 
	Commercial

General Liability 

Policy

	 	Tata AIG
General
Insurance Co.
Ltd.
	 	0300003020	 	January 3, 2007
to
January 2, 2008
	 	A. Bodily injury and
Property Damage


Exclusions:
 Expected
injury, Contractual
liability on the part of the
insured, Liquor liability,
liability under the
workmen’s
compensation act and
similar laws, employer’s
liability, injury arising
out of pollution/ use of
aircraft, auto, watercraft,
mobile equipment, war 


B. Personal and
Advertising Injury
Liability
	 	General Aggregate Limit:
INR 88,700,000 Any one
occurrence and in the
aggregate


Personal & Advertising
Injury Limit: INR
44,350,000. Any one
occurrence and in the
aggregate


Fire Damage Limit: INR
221,750 per occurrence


Medical expense limit: INR
44,350 per person
	 	Rs. 3,43,471
	 

	 	 	 	 	 	 	 	 	 	
C. Medical Payments


D. Territory &
jurisdiction:Worldwide
including USA &
Canada 


Exclusions:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	
1. Advertising legal
    liability	 	 	 	 	 	 






144









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	2. Care, Custody &
    Control
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	3. Professional liability
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	4. Fines, Penalties,
    Punitive, Exemplary
    damage.
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	5. War and Terrorism
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6. Property damage to
    electronic data
    (computer software
    manufacturing)
 	 	 	 	 	 	 
	Professional

Liability Policy

	 	Tata AIG
General
Insurance Co.
Ltd
	 	2300001446	 	January 3, 2007
to
January 2, 2008
	 	All damages resulting
from any claim for any
breach of duty,
infringement of
intellectual property,
defamation,
fraud/dishonesty of
employees


	 	Limit of Liability:
90,000,000 (in aggregate)
	 	Rs. 7,57,620
	 

	 	 	 	 	 	 	 	 	 	Endorsements: USA/Canada

jurisdiction

endorsement

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Exclusions:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Anti-trust violations

Failure to achieve legally
required standard of care

Inaccurate pre-assessment cost of
performing professional
services


Claim arising out of
employment
discrimination
Insolvency.	 	 	 	 	 	 






145









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	Failure of infrastructure 


Joint ventures 


Arising out of misdeeds 


Pollution
 	 	 	 	 	 	 
	Comprehensive
Umbrella Liability 

Policy

	 	Tata AIG
General
Insurance Co.
Ltd
	 	0300003797	 	August 17, 2006
to
August 17, 2007
	 	Territory & jurisdiction:

Worldwide including

USA & Canada

Exclusions:
	 	Limit of Liability:
92,000,000 (US$2,000,000)
Any one event and in
aggregate	 	Rs. 2,50,000
	 

	 	 	 	 	 	 	 	
	 	Occupational diseases as
defined under the
Workmen’s
Compensation Act are
not covered under this
policy.


Laws:	 	 	 	 	 	 
	Workmen’s
Compensation
Policy



Workers
Compensation and
Employers
Liability Policy

	 	Tata AIG
General
Insurance Co.
Ltd


The Hartford
	 	0300003611





76 WEG
RQ6511
	 	June 26, 2006
to
June 25, 2007







June 2006 to
June 2007
	 	1. Workmen’s
Compensation Act, 1923

2. Fatal Accidents Act,
1855

	 	Limit of Liability:
85,000,000
	 	Rs. 1,26,607
	 

	 	 	 	 	 	 	 	 	 	Coverage:
1. Worker’s
Compensation Insurance	 	 	 	 	 	 






146









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	as applies to the
Worker’s Compensation
Law of the states: CA,
CT, GA.

	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	2. Employer’s Liability 
    Insurance:


	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	7. Bodily injury by
   Accident:$100,000

   each accident.
 

8. Bodily injury by
   disease: $500,000

   each accident.


1. Bodily injury by
   disease: $100,000

   each employee.
 	 	 	 	 	 	 
	Crime 

Insurance 

policy

	 	HDFC Chubb

General

Insurance
	 	EPC0000024000
100
	 	January 3, 2007
to
January 2, 2008
	 	2. Loss of
   money/securities

   caused by theft or
   forgery by an Employee
	 	Limit of Liability:

Employee Theft: 88,700,000

Premises Coverage:
88,700,000
	 	Rs. 448,006
	 

	 	Company Ltd.
	 	 	 	 	 	 	 	
3. Loss caused by
	 	
Transit Coverage:
88,700,000
	 	 
	 

	 	 	 	 	 	 	 	 	 	   actual destruction,
   disappearance or

   computer theft of
money 
   or securities from 

   premises
	 	
Depositors Forgery
Coverage: 88,700,000

Computer Fraud Coverage: 
88,700,000
	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	4. Loss due to
destruction,
   disappearance of
money    or securities
while in    transit from
and to the    insured
premises in the

   hands of the insured,

   partner of the	 	 	 	 	 	 






147









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	insurance	 	Name of	 	 	 	 	 	Validity	 	 	 	 	 	 	 	Premium
	policy	 	Insurer	 	Policy No.	 	Period	 	Description of insurance	 	Total Sum Insured	 	payable
	 

	 	 	 	 	 	 	 	 	 	   insured or an
employee.
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	5. losses cause by
forgery    or alteration

   of, or in any 
   cheque,
draft, promissory 

   note, Bill of

   exchange or similar 

   instrument.
 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	6. Loss resulting from
   Computer fraud	 	 	 	 	 	 






 


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148








 





Schedule Q to Disclosure Letter — List of Customer Contracts of the Company 




	 	 	 	 	 
	Name of Company	 	Name of Contract	 	Date
	International Business 

Machines Corporation





	 	Technical Services Agreement.
	 	February 13, 2006
	 	 	 	 
	 

	Procurement Agreement for Exchange of
Confidential Information.
	 	August 22, 2005
	 
	 	 	 
	 
	Statement of Work
(including Amendment to the SOW).
	 	May 1, 2006
(Amendment dated
July 11, 2006 and
February 22, 2007)
	 
	 	 	 	 
	Proctor & Gamble
Home Products Ltd.

	 	The Master Agreement
(expired on February 5, 2004)
	 	August 6, 2003
	 
	 	 	 
	 

	The Master Agreement
(expired on February 5, 2005).
	 	February 6, 2004
	 
	 	 	 
	 

	China Whisper SEM Research Contract
(expired)
	 	February 3, 2006
	 
	 	 	 
	 

	Confidentiality disclosure agreement
	 	July 13, 2006
	 
	 	 	 	 
	Procter & Gamble

(GuangZhou) Limited

	 	China retailer differential analysis
contract (expired on December 30, 2004)
	 	September 30, 2004
	 
	 	 	 	 
	Procter & Gamble Home
Products Ltd. and
ACNielsen Korea
Limited

	 	Third Party Access Agreement
	 	August 24, 2004
	 
	 	 	 	 
	The Coca Cola
Company, 1 Coca Cola
Plaza N.W., Atlanta,
Georgia 30313, USA
(“TCCC”)

	 	Master Agreement for Research Services
	 	September 1, 2004
	 
	 	 	 
	 

	Portfolio Optimization for the Coca Cola
Company
	 	September 24, 2004
	 
	 	 	 
	 

	Statement of Work # 1
	 	September 1, 2004
	 
	 	 	 
	 

	Statement of Work for CBL (TCCC uses CBL
studies for its strategic marketing
decision) (expired on October 31, 2005).
	 	April 1, 2005
	 
	 	 	 
	 

	Onsite Business Analyst Statement of Work
	 	September 25, 2006
	 
	 	 	 
	 

	Corporate K&I Analytics Support
	 	December 27, 2006
	 
	 	 	 
	 

	Statement of Work
	 	December 8, 2006
	 
	 	 	 	 
	Resort Condominiums,
LLC

	 	Agreement laying down the framework for
the provision of services.
	 	Not Mentioned
	 
	 	 	 
	 

	Master Information Technology & Computer
Consulting Services Agreement
	 	January 1, 2006
	 
	 	 	 	 
	 

	 	Statement of Work for Global Revenue
Management and Analytics.
	 	January 1, 2007






149









 






	 	 	 	 	 
	Name of Company	 	Name of Contract	 	Date
	 

	 	Statement of Work for Global Revenue
Management and Analytics. (expired on
December 31, 2006).
	 	January 1, 2006
	 
	 	 	 	 
	 

	 	Statement of Work for Price Estimation
Project (expired on January 7, 2007).
	 	July 1, 2006
	 
	 	 	 	 
	A.S. Watson Group

	 	Contract for consulting services
(expired on October 15, 2005).
	 	July 1, 2005
	 
	 	 	 
	 

	Contract for consulting services
(expired on September 30, 2005)
	 	August 15, 2005
	 
	 	 	 	 
	Tata Consultancy
Services

	 	Business associate agreement (expired on
December 31, 2003).
	 	April 1, 2003
	 
	 	 	 
	 

	Extension of Agreement dated April 1,
2003 (expired on December 31, 2004).
	 	January 1, 2004
	 
	 	 	 
	 

	Extension of Agreement dated April 1,
2003 (expired on December 31, 2005).
	 	December 15, 2004
	 
	 	 	 	 
	Avery Dennison Office

Products Company

	 	Confidentiality/non-disclosure agreement
	 	July 26, 2004
	 
	 	 	 	 
	

	 	Confidentiality/non-disclosure agreement
	 	January 1, 2005
	 
	 	 	 	 
	 

	 	Letter of Intent
	 	September 16, 2005
	 
	 	 	 	 
	 

	 	Letter of Intent
	 	June 3, 2005
	 
	 	 	 	 
	 

	 	Master Services Consulting Agreement
(expired on February 28, 2007)



 Amendment
to Master Services Consulting Agreement
(March 1 to April 30, 2007)
	 	March 1, 2006




 March
23, 2007
	 
	 	 	 	 
	Miller Brewing Company

	 	Proposal for ‘Strategic Brand Scorecard’
	 	July 25, 2005
	 
	 	 	 	 
	PepsiCo Foods (China) 

Ltd Co

	 	Agreement (to analyze the data given by
clients more closely to obtain a deeper
understanding of snacks in China)
	 	November 1, —
	 
	 	 	 	 
	MMA/Carat, Inc

	 	Confidentiality Agreement
	 	January 6, 2005
	 
	 	 	 	 
	Dunnhumby

	 	Agreement for Services
	 	December 31, 2006
	 
	 	 	 	 
	VNU Business Media

	 	Proposal for Sales Support Desk
	 	February 3, 2005
	 
	 	 	 	 
	GS

	 	Statement of Work
	 	January 6, 2004
	 
	 	 	 	 
	Remy Cointreau

	 	Proposal
	 	December 20, 2005
	 
	 	 	 	 
	ARCADIA Damsmanlik
Hizmetleri Ltd. Sti

	 	Market Information Equity Analysis

Contract
	 	04/07/2006






150









 






	 	 	 	 	 
	Name of Company	 	Name of Contract	 	Date
	USHE (NBC Universal
Inc.)

	 	Consulting Services Agreement
	 	December 1, 2006
	 

	 	Statement of Work for Insights/ Analytic
Execution
	 	December 1, 2006
	 
	 	 	 	 
	Government Employees 

Insurance Companies

	 	Confidentiality & Non-Disclosure
Agreement
	 	February 14, 2006
	 
	 	 	 
	 

	Statement of Work for Screens for Online
Applicants Processing Addendum (New
York)
	 	December 24, 2006
	 
	 	 	 
	 

	Statement of Work for Screens for Online
Applicants Processing Addendum (New
York) (ended on June 29, 2006)
	 	April 4, 2006
	 
	 	 	 
	 

	Statement of Work for Screens for Online
Applicants Processing Addendum (Five
City Addendum) (ended on August 11,
2006)
	 	July 10, 2006
	 
	 	 	 	 
	Infernotions 

Corporation

	 	Agreement for Services (ended on
September 31, 2006)
	 	September 26, 2005
	 
	 	 	 	 
	ADAC Laboratories (a 

Philips Medical 

Systems Company)

	 	Consulting Services Agreement
	 	February 15, 2006
	 
	 	 	 	 
	Gabriel Systems Inc.

	 	Consulting Services Agreement
	 	September 1, 2005
	 
	 	 	 	 
	Carlson Marketing
Worldwide Inc.

	 	Independent Contractor Agreement
	 	January 1, 2007
	 
	 	 	 	 
	M.S.Krishnan

	 	Consulting Agreement
	 	November 1, 2005
	 
	 	 	 	 
	Coca- Cola (China)
Beverages Ltd.

	 	Services Agreement
	 	April 11, 2007
	 
	 	 	 	 
	Levi Strauss & Co

	 	Services Agreement
	 	October 7, 2005
	 
	 	 	 	 
	Research Solutions LLC

	 	Consulting Agreement
	 	April 1, 2005






 

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151









 





Schedule R to Disclosure Letter




List of Bank Accounts




Details of Bank Accounts




A. Marketics Technologies India Private Limited




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl. No.	 	Account Number	 	Account	 	Bank Name	 	Bank Address	 	Authorised Signatories	 	Signing limits
	1

	 	************	 	 	Current
	 	ICICI Bank Limited
	 	ICICI Bank Limited,
Koramangala Branch,
# 366-367,1-a Main,
VII Block,
Koramangala,
Bangalore 560 095,
India.
	 	S.Ramakrishnan, Vinay
Mishra, Shankar
Maruwada,
V.Krishnaraj & Ruchi
Kapoor
	 	All cheques above
Rs.20,000 are to be
signed by any 2 of
the authorised
signatories
mentioned above.
	 
	2

	 	************	 	 	EEFC
	 	ICICI Bank Limited
	 	ICICI Bank Limited,

Indiranagar Branch,

Salarpuria House,

496, CMH Road,

Indiranagar,

Bangalore 560 008,

India
	 	S.Ramakrishnan, Vinay
Mishra, Shankar
Maruwada,
V.Krishnaraj & Ruchi
Kapoor
	 	All cheques above
Rs.20,000 are to be
signed by any 2 of
the authorised
signatories
mentioned above.
	 
	3

	 	 	 	 	 	Fixed Deposit
	 	ICICI Bank Limited
	 	ICICI Bank Limited,
Koramangala Branch,
# 366-367,1-a Main,
VII Block,
Koramangala,
Bangalore 560 095,
India.
	 	Not Applicable
	 
	4

	 	************

********	 	 	Fixed Deposit
	 	State Bank of Mysore
	 	HAL 2nd Stage
Branch,
Indiranagar,
Bangalore 560038.
	 	Not Applicable






B. Marketics Inc.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl. No.	 	Account Number	 	Account	 	Bank Name	 	Bank Address	 	Authorised Signatories	 	Signing limits
	1

	 	************	 	 	Current
	 	Bank Of America
	 	# 789, Howard
Avenue, New Haven,
CT-06510.
	 	Vinay Mishra
	 	No signing limit.





 





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152









 








Schedule 16

LIST OF ANY MACHINERY AND EQUIPMENT, MOTOR VEHICLES ANY OTHER

FIXED ASSETS OWNED BY THE SUBSIDIARY




     None.


 





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blank





153









 








Schedule 17

DETAILS OF ANY EQUIPMENT OF THE SUBSIDIARY WHICH IS NOT: (A) IN GOOD REPAIR AND CONDITION AND/ OR

(B) IN SATISFACTORY WORKING ORDER AND/OR (C) PROPERLY SERVICED AND MAINTAINED AND/ OR (D) IN

SURPLUS TO REQUIREMENTS OF THE BUSINESS OF THE SUBSIDIARY




None.



 




The
remainder of this page has intentionally been left blank





154









 





Schedule 18A




LETTERS FORMAT TO BE PROVIDED AS PER CLAUSE 3.2(n)




Date: April      , 2007




To,

WNS (Mauritius) Limited

10, Frere Felix de Valois Street,

Port Louis,

Mauritius




Dear Sir,



I,                      [Name], is currently working as an employee of Marketics Technologies (India) Private
Limited (“Company”). As on the date hereof, I own and hold                      equity shares of Rs.1 each
(“Equity Shares”) in the Company, free of any encumbrance or lien.



Apart from the Equity Shares owned and held by me, please note that as on the date hereof (i.e.,
April 1, 2007):





	1	 	I do not have any outstanding Stock options in the Company or the subsidiary of the Company,
which are capable of conversion into any class of shares (including Equity Shares) in the
Company or the subsidiary; and
	 
	2	 	I do not have any rights whatsoever, to be issued any class of shares (including Equity
Shares) in the Company or the subsidiary.




I further confirm that I have delivered cheque no.                      drawn on                                          bank for a
sum of                      in favour of Marketics Technologies (India) Private Limited in accordance with
Clause 3.2(p) of the share purchase agreement referred above, towards total repayment of loan
availed by me for a sum of                      for purposes of exercise of all outstanding employee
stock options and there are no further outstanding dues in this regard owed by me to the Company.



I further understand that under the provisions of the Share Purchase Agreement to be executed with
the Company, WNS (Mauritius) Limited intends to purchase the Equity Shares held by me. In this
connection, I hereby convey my consent for transfer of            Equity Shares for a total sales
consideration of           . In accordance with the terms of the Share Purchase Agreement, the sale
consideration for transfer of Equity Shares may be credited to the Bank Account as per the details
below:





	1	 	Name of the Bank:
	 
	2	 	Address of the Branch:
	 
	3	 	Bank Account Number:
	 
	4	 	SWIFT Code:





	 	 	 	 	 
	Thanking you,



Yours sincerely,

 	 	 
	
 	 	 
	Name:  	 	 	 
	 	 	 
	 


 




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155









 








Schedule 18B




LETTERS FORMAT TO BE PROVIDED AS PER CLAUSE 3.2(n)




Date: April 7, 2007




To,

WNS (Mauritius) Limited

10, Frere Felix de Valois Street,

Port Louis,

Mauritius




Dear Sir,



I,                      [Name], is currently is currently engaged as                      in Marketics Technologies
(India) Private Limited (“Company”). As on the date hereof, I own and hold                      equity shares of
Rs.1 each (“Equity Shares”) in the Company, free of any encumbrance or lien.



Apart from the Equity Shares owned and held by me, please note that as on the date hereof (i.e.,
April 7, 2007):





	3.	 	I do not have any outstanding Stock options in the Company or the subsidiary of the Company,
which are capable of conversion into any class of shares (including Equity Shares) in the
Company or the subsidiary; and






	4.	 	I do not have any rights whatsoever, to be issued any class of shares (including Equity
Shares) in the Company or the subsidiary.




I further understand that under the provisions of the Share Purchase Agreement to be executed with
the Company, WNS (Mauritius) Limited intends to purchase the Equity Shares held by me. In this
connection, I hereby convey my consent for transfer of                      Equity Shares for a total sales
consideration of                     . In accordance with the terms of the Share Purchase Agreement, the sale
consideration for transfer of Equity Shares may be credited to the Bank Account as per the details
below:





	5.	 	Name of the Bank:
	 
	6.	 	Address of the Branch:
	 
	7.	 	Bank Account Number:
	 
	8.	 	SWIFT Code:





	 	 	 	 	 
	Thanking you,



Yours sincerely,

 	 	 
	
 	 	 
	Name:  	 	 	 
	 	 	 
	 


 




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156









 








Schedule 19



POWER OF ATTORNEY BY THE SELLING SHAREHOLDERS IN FAVOUR OF THE PURCHASER TO VOTE ON SECOND TRANCHE
SHARES AS PER DIRECTION OF THE PURCHASER




IRREVOCABLE POWER OF ATTORNEY




TO ALL TO WHOM THESE PRESENTS SHALL COME



I, Ramakrishnan, duly authorised agent and attorney-in-fact for and on behalf of the persons
as listed in Annexure A, who are each absolute legal and beneficial owners of equity shares of the
face value of Rs.1 (Rupees One Only) of Marketics Technologies (India) Private Limited, a company
incorporated under the Companies Act, 1956 having its registered office at # 1137, RG Towers, 100
Feet Road, Indiranagar, Bangalore 560038 (the “Company”) (hereinafter collectively referred to as
the “Grantors” and individually as the “Grantor” which expression shall unless repugnant to the
context or meaning thereof be deemed to mean and include their heirs, legal representatives and
administrators):



WHEREAS





	A.	 	The Grantors are selling their shares in the Company to WNS (Mauritius) Limited, a company
organized under the laws of the Republic of Mauritius, and having its registered office at 10,
Frere Felix de Valois Street, Port Louis, Mauritius (hereinafter referred to as the
“Purchaser”) (such purchase of shares of the Company is hereinafter referred to as the
“Transaction”), for which purpose it is proposed that the Purchaser, the company and the
shareholders of the Company enter into a Share Purchase Agreement (the “Share Purchase
Agreement”).






	B.	 	The Grantors further recognize that under Clause 3.5 C (iv) of the Share Purchase Agreement,
each of the Grantors are required execute a power of attorney authorizing the Purchaser to
exercise voting rights in respect of shares held by the Grantors.






	C.	 	In this regard, the Grantors, represented by Mr. Ramakrishnan, their duly authorised agent
and attorney-infact, execute in favour of the Purchaser as Attorney, this irrevocable and
unconditional (subject to the provisions of Clause 3 of this Power of Attorney) power of
attorney authorising and empowering the Attorney to be the Grantor’s true and lawful attorney
for and on their behalf and in their name to do and execute, perform all and every of the
following acts, deeds, matters and things relevant or necessary in respect of the shares held
by the Grantors;




NOW KNOW YE that I, Ramakrishnan, duly authorised agent and attorney-in-fact for and on behalf of
the Grantors, DO hereby (subject to the provisions of Clause 3 of this Power of Attorney) nominate,
constitute and appoint the Attorney to be the true and lawful Attorney of the Grantors and for and
on behalf of the Grantors and in the name of the Grantors to do execute and perform all or any of
the following acts, deeds, matters and things :





	1	 	Grant of Irrevocable Proxy: Each Grantor hereby appoints (subject to the provisions
of Clause 3 of this Power of Attorney) the Purchaser and any designee of the Purchaser, and
each of them individually, as such Grantor’s proxy and attorney-in-fact, with full power of
substitution and re-substitution, to vote or act by written consent, in respect of the shares
held by the Grantors, in any manner as such Purchaser may deem fit, during the term of the
Share Purchase Agreement. The Grantors shall promptly cause a copy of this Irrevocable Power
of Attorney to be deposited with the Company at its principal place of business and cause the
Company to record, acknowledge and accept the terms and conditions hereof. Each Grantor shall
(subject to the provisions of Clause 3 of this Power of Attorney) take such further action or
execute such other instruments as may be necessary to effectuate the intent of this proxy.






	2	 	Nature of Irrevocable Proxy: The proxy and power of attorney granted pursuant to
paragraph 1 above by each Grantor shall (subject to the provisions of Clause 3 of this Power
of Attorney) be irrevocable during the term of the Share Purchase Agreement and shall be
deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and
shall revoke any and all prior proxies granted by such Grantor. The power of attorney granted
by each Grantor herein is a durable power of attorney and shall survive (subject to the
provisions of Clause 3 of this Power of Attorney) the dissolution, bankruptcy, death or
incapacity of such Grantor. The Grantors further authorize the Purchaser (subject to the
provisions of Clause 3 of this Power of Attorney) to do execute and perform all or any of the
following acts, deeds, matters and things:






	 	(i)	 	to sign, seal, deliver, swear, execute any document required to be executed by
the Grantors pursuant to the terms and conditions of this Irrevocable Power of
Attorney;




157









 












	 	(ii)	 	to take such action on behalf of the Grantors as may be required to be taken by
the Purchaser in the capacity of a Shareholder of the Company;
	 
	 	(iii)	 	For more effectually doing, effecting, and performing the several matters and
things aforesaid;
	 
	 	(iv)	 	To appoint from time to time such person or persons as the Attorney may think
fit as their substitute or substitutes to do execute and perform all or any such
matters and things as aforesaid and any such substitute or substitutes at pleasure to
remove and to appoint another or others in their place and the Grantors hereby agree at
all times to ratify and confirm whatsoever the Attorney or any such substitute or
substitutes shall lawfully do or cause or to be done.






	3	 	The Grantors undertake to ratify (subject to the provisions of Clause 3 of this Power of
Attorney) all future acts done by the Attorney.






	4	 	The Grantors shall not (subject to the provisions of Clause 3 of this Power of Attorney)
revoke the authorization granted to the Attorney under this letter till such time that any of
the Share Purchase Agreement is in force and effect.






	3.	 	Rights of Revocation: Notwithstanding anything to the contrary contained herein, I
may unilaterally revoke this Power of Attorney upon the earlier of:






	 	1	 	the termination of the Share Purchase Agreement; and
	 
	 	2	 	the title to the Second Tranche Shares (as defined in the Share Purchase
Agreement) is transferred to the Purchaser in accordance with the provisions of the
Share Purchase Agreement; and
	 
	 	3	 	the title to the First Tranche Shares (as defined in the Share Purchase
Agreement) is transferred back to the Grantors by the Purchaser in accordance with the
provisions of the Share Purchase Agreement.




In relation to the aforesaid, the terms contained in this Power of Attorney supersedes all previous
agreements and understanding (whether oral or written). All capitalized terms used but not defined
in this Irrevocable Power of Attorney shall have the same meaning as ascribed to them in the Share
Purchase Agreement.



AND IT IS HEREBY CONFIRMED AND DECLARED THAT this Power of Attorney shall be valid, effective,
operative and irrevocable.



IN WITNESS WHEREOF Mr. Ramakrishnan, the duly authorised agent and attorney-in-fact of the
Grantors, has executed these presents at       this       day of April, 2007.




	 	 	 	 	 
	 	 	 
	
 	 	 
	Mr. Ramakriashnan 	 	 
	 	 	 



In the presence of



1

2


NOTARY PUBLIC



 




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158









 








Schedule 20

LIST OF SELLING SHAREHOLDERS WHO HAVE EXECUTED POWER OF ATTORNEY IN

FAVOUR OF MR. S. RAMAKRISHNAN IN RELATION TO THE NEGOTIATION AND EXECUTION

OF THIS AGREEMENT




KEY EMPLOYEES:




	 	 	 
	1

	 	Krishnaraj Venkatraman
	2

	 	Anuradha Sharma
	3

	 	Amitabh Bose
	4

	 	Parthasarathy Vallabhajosyula
	5

	 	Sanjit Bhoumik
	6

	 	Rajesh Kumar Bhat
	7

	 	Vijay Jumani
	8

	 	Rajeev Sinha
	9

	 	Rajesh Apkari
	10

	 	Sanjay Dattatri






OTHER EMPLOYEES:




	 	 	 
	1

	 	Abhishek Ranjan Jha
	2

	 	Ajay
	3

	 	Aju Abraham
	4

	 	Annie Thomas
	5

	 	Arjun Madhavan
	6

	 	Arpan Gupta
	7

	 	Ashish Kumar
	8

	 	Ashish Mahajan
	9

	 	Bhargavi
	10

	 	Charles
	11

	 	Dechen
	12

	 	Dibyojyoti Haldar
	13

	 	Dipayan Chakraborty
	14

	 	Doyel
	15

	 	Durga Prasad
	16

	 	Eronesu Kar
	17

	 	G K Suresu Kumar
	18

	 	G.Vijaya
	19

	 	Gaurav Gupta
	20

	 	Gautam Munshi
	21

	 	Giridhar
	22

	 	GKR Krishnan
	23

	 	Hemalatha Dave
	24

	 	Kakul
	25

	 	Kamal Mishra
	26

	 	Krishnan Seshadri
	27

	 	Malavika
	28

	 	Malini
	29

	 	Manik Bhandari
	30

	 	Manoranjan
	31

	 	Milind Kelkar
	32

	 	Muralidhar Sundar
	33

	 	Neerav Naik
	34

	 	Nethravathy
	35

	 	Nidhi Gupta
	36

	 	Nikhil Deshpande
	37

	 	Nikunj
	38

	 	Pavan Bhat
	39

	 	Pradeep






159









 






	 	 	 
	40

	 	Praveen Hullur
	41

	 	Praveen Singh
	42

	 	Pravin Nampoothiri
	43

	 	Pritha Choudhuri
	44

	 	Puneet Gulati
	45

	 	R.Sowmya
	46

	 	Rajneesh Khosla
	47

	 	Rakesh Pande
	48

	 	Reddy
	49

	 	Ruchi Kapoor
	50

	 	S. Deepak Kumar
	51

	 	Sameer
	52

	 	Santosh Ramji
	53

	 	Saurabh Chopra
	54

	 	Shila Cyriac
	55

	 	Shravan
	56

	 	Sindhu Lekha
	57

	 	Siva Kumar H
	58

	 	Sneha Thakkar
	59

	 	Sooraj
	60

	 	Stephen Samuel
	61

	 	Stuti Dhandhania
	62

	 	Suchitra
	63

	 	Sudershan
	64

	 	Suresh Babu Perumal
	65

	 	Tarun Kumar Mukherjee
	66

	 	V. Makesh
	67

	 	Varun Mohanpuria
	68

	 	VC.Radha
	69

	 	Vikas Verma
	70

	 	Vinay CR
	71

	 	Vinitha Unni
	72

	 	Vinoth Babu






OTHER SHAREHOLDERS




	 	 	 
	1

	 	Glen M Springer
	2

	 	Infernotions Corporation
	3

	 	MS Krishnan





 




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160









 





Schedule 21




LIST OF EACH SELLING SHAREHOLDERS, ALONG WITH WIRE TRANSFER DETAILS AND DETAILS OF THE AMOUNTS TO
BE PAID TO THEM ON SECOND CLOSING DATE




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	FOUNDERS:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	S. Ramakrishnan

	 	****************************************

****************************************

****************************************
	 	 	76,799	 	 	 	477,826	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Vinay Mishra

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	76,774	 	 	 	477,671	 






161









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	Shankar Maruwada

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	76,777	 	 	 	477,687	 
	 
	 	 	 	 	 	 	 	 	 	 
	KEY EMPLOYEES:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	Krishnaraj Venkatraman

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	18,419	 	 	 	114,596	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	Anuradha Sharma 

	 	****************************************	 	 	3,735	 	 	 	23,238	 






162









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amitabh Bose 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	3,735	 	 	 	23,238	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Parthasarathy Vallabhajosyula

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	591	 	 	 	3,679	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sanjit Bhoumik

	 	****************************************

****************************************
	 	 	1,245	 	 	 	7,746	 






163









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Rajesh Kumar Bhat

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	7,470	 	 	 	46,477	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Vijay Jumani

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	2,117	 	 	 	13,168	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rajeev Sinha

	 	****************************************

****************************************
	 	 	249	 	 	 	1,549	 






164









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Rajesh Apkari

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sanjay Dattatri

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	3,735	 	 	 	23,238	 
	 
	 	 	 	 	 	 	 	 	 	 
	OTHER EMPLOYEES:
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Abhishek Ranjan Jha

	 	****************************************

****************************************
	 	 	62	 	 	 	387	 






165









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Ajay

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Aju Abraham

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	Annie Thomas

	 	****************************************

****************************************

****************************************

****************************************
	 	 	249	 	 	 	1,549	 






166









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Arjun Madhavan

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Arpan Gupta

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	498	 	 	 	3,098	 
	 
	 	 	 	 	 	 	 	 	 	 
	Ashish Kumar

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	124	 	 	 	775	 






167









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Ashish Mahajan

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Bhargavi

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Charles

	 	****************************************

****************************************	 	 	249	 	 	 	1,549	 






168









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Dechen

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	63	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Dibyojyoti Haldar

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Dipayan Chakraborty

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	996	 	 	 	6,197	 






169









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 
	Doyel

	 	****************************************
****************************************
****************************************
****************************************	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	 	 	 	 	 	 
	Durga Prasad

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	 	 	 	 	 	 
	Eronesu Kar

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	G K Suresu Kumar

	 	****************************************
****************************************
	 	 	249	 	 	 	1,549	 






170









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	 	 	 	 	 	 
	G. Vijaya

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	 	 	 	 	 	 
	Gaurav Gupta

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	Gautam Munshi

	 	****************************************
****************************************
****************************************
****************************************
	 	 	623	 	 	 	3,873	 






171









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Giridhar

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	373	 	 	 	2,324	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	GKR Krishnan

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	747	 	 	 	4,648	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Hemalatha Dave

	 	****************************************
	 	 	63	 	 	 	387	 






172









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Kakul

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Kamal Mishra

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	373	 	 	 	2,324	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Krishnan Seshadri

	 	****************************************
****************************************
****************************************
	 	 	249	 	 	 	1,549	 






173









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Malavika

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	63	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Malini

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	Manik Bhandari

	 	****************************************

****************************************

****************************************

****************************************

****************************************


	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	Manoranjan

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 






174









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Milind Kelkar

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	1,307	 	 	 	8,133	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Muralidhar Sundar

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Neerav Naik

	 	****************************************
	 	 	249	 	 	 	1,549	 






175









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Nethravathy

	 	****************************************
****************************************
****************************************
****************************************
	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Nidhi Gupta

	 	****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Nikhil Deshpande

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	62	 	 	 	387	 






176









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Nikunj

	 	****************************************
****************************************
****************************************
****************************************
	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Pavan Bhat

	 	****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Pradeep

	 	****************************************
****************************************
****************************************
****************************************
	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	Praveen Hullur

	 	****************************************
****************************************
****************************************
****************************************
	 	 	124	 	 	 	775	 






177









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Praveen Singh

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************
****************************************
****************************************
****************************************
****************************************	 	 	 	 	 	 	 	 
	Pravin Nampoothiri

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pritha Choudhuri

	 	****************************************
****************************************
****************************************
****************************************
****************************************
	 	 	249	 	 	 	1,549	 






178









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Puneet Gulati

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	R.Sowmya

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Rajneesh Khosla

	 	****************************************

****************************************
	 	 	747	 	 	 	4,648	 






179









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Rakesh Pande

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Reddy

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	63	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Ruchi Kapoor

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	467	 	 	 	2,905	 






180









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	S. Deepak Kumar

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Sameer

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	498	 	 	 	3,098	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Santosh Ramji

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	Saurabh Chopra

	 	****************************************
	 	 	498	 	 	 	3,098	 






181









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Shila Cyriac

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	249	 	 	 	1,549	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************	 	 	 	 	 	 	 	 
	Shravan

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sindhu Lekha

	 	****************************************

****************************************

****************************************

****************************************
	 	 	63	 	 	 	387	 






182









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Siva Kumar H

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	63	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Sneha Thakkar

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sooraj

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	63	 	 	 	387	 






183









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Stephen Samuel

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	747	 	 	 	4,648	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Stuti Dhandhania

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	62	 	 	 	387	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Suchitra

	 	****************************************

****************************************
	 	 	249	 	 	 	1,549	 






184









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Sudershan

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Suresh Babu Perumal

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	187	 	 	 	1,162	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Tarun Kumar Mukherjee

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	62	 	 	 	387	 






185









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	V. Makesh

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	349	 	 	 	2,169	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Varun Mohanpuria

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	124	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	VC. Radha

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	Vikas Verma

	 	****************************************

****************************************

****************************************

	 	 	249	 	 	 	1,549	 






186









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	 	 	 	 	 	 
	Vinay CR

	 	****************************************

****************************************

****************************************

****************************************

	 	 	498	 	 	 	3,098	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Vinitha Unni

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	125	 	 	 	775	 
	 
	 	 	 	 	 	 	 	 	 	 
	Vinoth Babu

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	62	 	 	 	387	 






187









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	OTHER SHAREHOLDERS
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Tawny Dove Ltd.

	 	****************************************

****************************************

****************************************

****************************************

	 	 	45,027	 	 	 	280,145	 
	 
	 	 	 	 	 	 	 	 	 	 
	K. Ganesh

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	14,168	 	 	 	88,152	 






188









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	Spark Capital Advisors
(India) Pvt Ltd.

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	20,169	 	 	 	125,487	 






189









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	Raji Raju

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	17,796	 	 	 	110,723	 
	 
	 	 	 	 	 	 	 	 	 	 
	Glen M Springer

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

****************************************

	 	 	9,639	 	 	 	59,970	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	****************************************

****************************************

****************************************

****************************************
	 	 	 	 	 	 	 	 
	Infernotions
Corporation

	 	****************************************
	 	 	5,147	 	 	 	32,022	 






190









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Second Tranche
	 	 	 	 	SECOND	 	Escrow
	 	 	 	 	TRANCHE	 	Consideration (In
	Name	 	Bank Account Details	 	SHARES	 	USD)
	MS Krishnan

	 	****************************************

****************************************

****************************************

****************************************

****************************************

****************************************



****************************************

****************************************

****************************************

	 	 	2,119	 	 	 	13,184	 
	 
	 	 	 	 	 	 	 	 	 	 
	GRAND TOTAL

	 	 	 	 	402,897	 	 	 	2,506,731	 







 

The remainder of this page has intentionally been left blank





191









 





Schedule 22

PROPORTION OF EARNOUT CONSIDERATION PAYABLE TO EACH OF THE SELLING

SHAREHOLDER




	 	 	 	 	 	 	 	 	 
	 	 	SECOND	 	Proportion of Earnout
	 	 	TRANCHE	 	Consideration Payable To Each
	Name	 	SHARES	 	Of the Selling Shareholder
	FOUNDERS:
	 	 	 	 	 	 	 	 
	S. Ramakrishnan
	 	 	76,799	 	 	 	19.06	%
	Vinay Mishra
	 	 	76,774	 	 	 	19.06	%
	Shankar Maruwada
	 	 	76,777	 	 	 	19.06	%
	KEY EMPLOYEES:
	 	 	 	 	 	 	 	 
	Krishnaraj Venkatraman
	 	 	18,419	 	 	 	4.57	%
	Anuradha Sharma
	 	 	3,735	 	 	 	0.93	%
	Amitabh Bose
	 	 	3,735	 	 	 	0.93	%
	Parthasarathy Vallabhajosyula
	 	 	591	 	 	 	0.15	%
	Sanjit Bhoumik
	 	 	1,245	 	 	 	0.31	%
	Rajesh Kumar Bhat
	 	 	7,470	 	 	 	1.85	%
	Vijay Jumani
	 	 	2,117	 	 	 	0.53	%
	Rajeev Sinha
	 	 	249	 	 	 	0.06	%
	Rajesh Apkari
	 	 	249	 	 	 	0.06	%
	Sanjay Dattatri
	 	 	3,735	 	 	 	0.93	%
	OTHER EMPLOYEES:
	 	 	 	 	 	 	 	 
	Abhishek Ranjan Jha
	 	 	62	 	 	 	0.02	%
	Ajay
	 	 	124	 	 	 	0.03	%
	Aju Abraham
	 	 	62	 	 	 	0.02	%
	Annie Thomas
	 	 	249	 	 	 	0.06	%
	Arjun Madhavan
	 	 	125	 	 	 	0.03	%
	Arpan Gupta
	 	 	498	 	 	 	0.12	%
	Ashish Kumar
	 	 	124	 	 	 	0.03	%
	Ashish Mahajan
	 	 	124	 	 	 	0.03	%
	Bhargavi
	 	 	62	 	 	 	0.02	%
	Charles
	 	 	249	 	 	 	0.06	%
	Dechen
	 	 	63	 	 	 	0.02	%
	Dibyojyoti Haldar
	 	 	249	 	 	 	0.06	%
	Dipayan Chakraborty
	 	 	996	 	 	 	0.25	%
	Doyel
	 	 	124	 	 	 	0.03	%
	Durga Prasad
	 	 	249	 	 	 	0.06	%
	Eronesu Kar
	 	 	124	 	 	 	0.03	%
	G K Suresu Kumar
	 	 	249	 	 	 	0.06	%
	G.Vijaya
	 	 	124	 	 	 	0.03	%
	Gaurav Gupta
	 	 	249	 	 	 	0.06	%
	Gautam Munshi
	 	 	623	 	 	 	0.15	%
	Giridhar
	 	 	373	 	 	 	0.09	%
	GKR Krishnan
	 	 	747	 	 	 	0.19	%
	Hemalatha Dave
	 	 	63	 	 	 	0.02	%
	Kakul
	 	 	124	 	 	 	0.03	%
	Kamal Mishra
	 	 	373	 	 	 	0.09	%
	Krishnan Seshadri
	 	 	249	 	 	 	0.06	%
	Malavika
	 	 	63	 	 	 	0.02	%
	Malini
	 	 	62	 	 	 	0.02	%
	Manik Bhandari
	 	 	249	 	 	 	0.06	%






1









 






	 	 	 	 	 	 	 	 	 
	 	 	SECOND	 	Proportion of Earnout
	 	 	TRANCHE	 	Consideration Payable To Each
	Name	 	SHARES	 	Of the Selling Shareholder
	Manoranjan
	 	 	124	 	 	 	0.03	%
	Milind Kelkar
	 	 	1,307	 	 	 	0.32	%
	Muralidhar Sundar
	 	 	124	 	 	 	0.03	%
	Neerav Naik
	 	 	249	 	 	 	0.06	%
	Nethravathy
	 	 	62	 	 	 	0.02	%
	Nidhi Gupta
	 	 	124	 	 	 	0.03	%
	Nikhil Deshpande
	 	 	62	 	 	 	0.02	%
	Nikunj
	 	 	125	 	 	 	0.03	%
	Pavan Bhat
	 	 	124	 	 	 	0.03	%
	Pradeep
	 	 	62	 	 	 	0.02	%
	Praveen Hullur
	 	 	124	 	 	 	0.03	%
	Praveen Singh
	 	 	125	 	 	 	0.03	%
	Pravin Nampoothiri
	 	 	125	 	 	 	0.03	%
	Pritha Choudhuri
	 	 	249	 	 	 	0.06	%
	Puneet Gulati
	 	 	124	 	 	 	0.03	%
	R.Sowmya
	 	 	125	 	 	 	0.03	%
	Rajneesh Khosla
	 	 	747	 	 	 	0.19	%
	Rakesh Pande
	 	 	249	 	 	 	0.06	%
	Reddy
	 	 	63	 	 	 	0.02	%
	Ruchi Kapoor
	 	 	467	 	 	 	0.12	%
	S. Deepak Kumar
	 	 	249	 	 	 	0.06	%
	Sameer
	 	 	498	 	 	 	0.12	%
	Santosh Ramji
	 	 	249	 	 	 	0.06	%
	Saurabh Chopra
	 	 	498	 	 	 	0.12	%
	Shila Cyriac
	 	 	249	 	 	 	0.06	%
	Shravan
	 	 	124	 	 	 	0.03	%
	Sindhu Lekha
	 	 	63	 	 	 	0.02	%
	Siva Kumar H
	 	 	63	 	 	 	0.02	%
	Sneha Thakkar
	 	 	124	 	 	 	0.03	%
	Sooraj
	 	 	63	 	 	 	0.02	%
	Stephen Samuel
	 	 	747	 	 	 	0.19	%
	Stuti Dhandhania
	 	 	62	 	 	 	0.02	%
	Suchitra
	 	 	249	 	 	 	0.06	%
	Sudershan
	 	 	125	 	 	 	0.03	%
	Suresh Babu Perumal
	 	 	187	 	 	 	0.05	%
	Tarun Kumar Mukherjee
	 	 	62	 	 	 	0.02	%
	V. Makesh
	 	 	349	 	 	 	0.09	%
	Varun Mohanpuria
	 	 	124	 	 	 	0.03	%
	VC.Radha
	 	 	125	 	 	 	0.03	%
	Vikas Verma
	 	 	249	 	 	 	0.06	%
	Vinay CR
	 	 	498	 	 	 	0.12	%
	Vinitha Unni
	 	 	125	 	 	 	0.03	%
	Vinoth Babu
	 	 	62	 	 	 	0.02	%
	OTHER SHAREHOLDERS
	 	 	 	 	 	 	 	 
	Tawny Dove Ltd.
	 	 	45,027	 	 	 	11.18	%
	K. Ganesh
	 	 	14,168	 	 	 	3.52	%
	Spark Capital Advisors (India) Pvt Ltd.
	 	 	20,169	 	 	 	5.01	%
	Raji Raju
	 	 	17,796	 	 	 	4.42	%
	Glen M Springer
	 	 	9,639	 	 	 	2.39	%






2









 






	 	 	 	 	 	 	 	 	 
	 	 	SECOND	 	Proportion of Earnout
	 	 	TRANCHE	 	Consideration Payable To Each
	Name	 	SHARES	 	Of the Selling Shareholder
	Infernotions Corporation
	 	 	5,147	 	 	 	1.28	%
	MS Krishnan
	 	 	2,119	 	 	 	0.53	%
	 
	 	 	 	 	 	 	 	 
	GRAND TOTAL
	 	 	402,897	 	 	 	100.00	%






 





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3










 





Schedule 23




LIST OF POWER OF ATTONEYS EXECUTED IN FAVOUR OF S.

RAMAKRISHNAN




	 	 	 
	Krishnaraj Venkataraman
	 	Vide Power of Attorney dated April 13, 2007
	Anuradha Sharma
	 	Vide Power of Attorney dated April 13, 2007
	Amitabh Bose
	 	Vide Power of Attorney dated n April 13, 2007
	Parthasarathy Vallabhajosyula
	 	Vide Power of Attorney dated April 8, 2007
	Sanjit Bhoumick
	 	Vide Power of Attorney dated April 13, 2007
	Rajesh Kumar Bhatt
	 	Vide Power of Attorney dated April 13, 2007
	Vijay Jumani
	 	Vide Power of Attorney dated April 13, 2007
	Rajeev Sinha
	 	Vide Power of Attorney dated April 13, 2007
	Rajesh Apkari
	 	Vide Power of Attorney dated April 13, 2007
	Sanjay Dattatri
	 	Vide Power of Attorney dated April 13, 2007
	Abhishek Ranjan Jha
	 	Vide Power of Attorney dated April 13, 2007
	Ajay Gopikrishnan
	 	Vide Power of Attorney dated April 13, 2007
	Aju Abraham
	 	Vide Power of Attorney dated April 13, 2007
	Annie Thomas
	 	Vide Power of Attorney dated April 13, 2007
	Arjun Madhavan
	 	Vide Power of Attorney dated April 13, 2007
	Arpan Gupta
	 	Vide Power of Attorney dated April 13, 2007
	Ashish Kumar
	 	Vide Power of Attorney dated April 17, 2007
	Ashish Mahajan
	 	Vide Power of Attorney dated April 13, 2007
	Bhargavi Narasapuram
	 	Vide Power of Attorney dated April 13, 2007
	Abel Charles M K Amos
	 	Vide Power of Attorney dated April 14, 2007
	Dechen Dorjee
	 	Vide Power of Attorney dated April 13, 2007
	Dibyojyoti Haldar
	 	Vide Power of Attorney dated April 13, 2007
	Dipayan Chakraborty
	 	Vide Power of Attorney dated April 13, 2007
	Doyel Kar
	 	Vide Power of Attorney dated April 13, 2007
	Durga Prasad
	 	Vide Power of Attorney dated April 13, 2007
	Eronesu Kar
	 	Vide Power of Attorney dated April 20, 2007
	G K Suresu Kumar
	 	Vide Power of Attorney dated April 13, 2007
	G.Vijaya
	 	Vide Power of Attorney dated April 13, 2007
	Gaurav Gupta
	 	Vide Power of Attorney dated April 16, 2007
	Gautam Munshi
	 	Vide Power of Attorney dated April 16, 2007
	R Giridhar
	 	Vide Power of Attorney dated April 13, 2007
	GKR Krishnan
	 	Vide Power of Attorney dated April 13, 2007
	Hemalatha Dave
	 	Vide Power of Attorney dated April 13, 2007
	Kakul Paul
	 	Vide Power of Attorney dated April 13, 2007
	Kamal Narayan Mishra
	 	Vide Power of Attorney dated April 13, 2007
	Krishnan Seshadri
	 	Vide Power of Attorney dated April 13, 2007
	Malavika V
	 	Vide Power of Attorney dated April 13, 2007
	T Malini
	 	Vide Power of Attorney dated April 13, 2007
	Manik Bhandari
	 	Vide Power of Attorney dated April 11, 2007
	Manoranjan Pappanayak
	 	Vide Power of Attorney dated April 13, 2007
	Milind Kelkar
	 	Vide Power of Attorney dated April 16, 2007






1









 






	 	 	 
	Muralidhar Sundar
	 	Vide Power of Attorney dated April 13, 2007
	Neerav Naik
	 	Vide Power of Attorney dated April 13, 2007
	Nethravathy S
	 	Vide Power of Attorney dated April 13, 2007
	Nidhi Gupta
	 	Vide Power of Attorney dated April 13, 2007
	Nikhil Deshpande
	 	Vide Power of Attorney dated April 13, 2007
	Nikunj Vohra
	 	Vide Power of Attorney dated April 13, 2007
	Pavan Bhat
	 	Vide Power of Attorney dated April 13, 2007
	Pradeep J.P
	 	Vide Power of Attorney dated April 13, 2007
	Praveen Hullur
	 	Vide Power of Attorney dated April 14, 2007
	Praveen Singh
	 	Vide Power of Attorney dated April 13, 2007
	Pravin Nampoothiri
	 	Vide Power of Attorney dated April 16, 2007
	Pritha Choudhuri
	 	Vide Power of Attorney dated April 13, 2007
	Puneet Gulati
	 	Vide Power of Attorney dated April 13, 2007
	R.Sowmya
	 	Vide Power of Attorney dated April 14, 2007
	Rajneesh Khosla
	 	Vide Power of Attorney dated April 13, 2007
	Rakesh Pande
	 	Vide Power of Attorney dated April 13, 2007
	V K Venkataswamy Reddy
	 	Vide Power of Attorney dated April 13, 2007
	Ruchi Kapoor
	 	Vide Power of Attorney dated April 16, 2007
	S Deepak Kumar
	 	Vide Power of Attorney dated April 13, 2007
	Sameer Mulabagal
	 	Vide Power of Attorney dated April 13, 2007
	Santosh Ramji
	 	Vide Power of Attorney dated April 13, 2007
	Saurabh Chopra
	 	Vide Power of Attorney dated April 13, 2007
	Shila Cyriac
	 	Vide Power of Attorney dated April 13, 2007
	Shravan Pai
	 	Vide Power of Attorney dated April 13, 2007
	Sindhu Lekha S
	 	Vide Power of Attorney dated April 13, 2007
	Shivakumar Hanjagimath
	 	Vide Power of Attorney dated April 13, 2007
	Sneha Thakkar
	 	Vide Power of Attorney dated April 13, 2007
	Sooraj M S
	 	Vide Power of Attorney dated April 13, 2007
	Stephen Samuel
	 	Vide Power of Attorney dated April 13, 2007
	Stuti Dhandhania
	 	Vide Power of Attorney dated April 14, 2007
	Suchitra Kolluru
	 	Vide Power of Attorney dated April 13, 2007
	Sudarshan Gangrade
	 	Vide Power of Attorney dated April 13, 2007
	Suresh Babu Perumal
	 	Vide Power of Attorney dated April 13, 2007
	Tarun Kumar Mukherjee
	 	Vide Power of Attorney dated April 14, 2007
	V. Makesh
	 	Vide Power of Attorney dated April 13, 2007
	Varun Mohanpuria
	 	Vide Power of Attorney dated April 13, 2007
	VC.Radha
	 	Vide Power of Attorney dated April 13, 2007
	Vikas Verma
	 	Vide Power of Attorney dated April 13, 2007
	Vinay CR
	 	Vide Power of Attorney dated April 11, 2007
	Vinitha Unni
	 	Vide Power of Attorney dated April 16, 2007
	Vinoth Babu
	 	Vide Power of Attorney dated April 16, 2007
	Glen Springer
	 	Vide Power of Attorney dated April 11, 2007
	Infernotions Corporation
	 	Vide Power of Attorney dated April 9, 2007
	MS Krishnan
	 	Vide Power of Attorney dated April 10, 2007







2










 





Schedule 24

Addresses and Other Details of Selling Shareholders




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	94,Rama Krishnappa	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Cox Town,	 	
	1
	 	Abhishek Ranjan Jha	 	B.K. Jha	 	 	24	 	 	Bangalore— 560005.	 	Indian 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	B1, Manikanta	 	 
	 
	 	 	 	 	 	 	 	 	 	Residency, Vignana	 	 
	2
	 	Dibyojyoti Haldar	 	A K Haldar	 	 	26	 	 	Nagar, Blore—75	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	1-4B, Alps Estate,	 	 
	 
	 	 	 	 	 	 	 	 	 	460/1 Sarjapur Road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kaikondanahalli,	 	 
	3
	 	Rajesh Apkari	 	A Nagarajan Rao	 	 	36	 	 	Bangalore — 560035	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#49, Old	 	 
	 
	 	 	 	 	 	 	 	 	 	Thippsandara, Indira	 	 
	4
	 	Manoranjan Pattanayak	 	Akshaya Kumar Pattanayak	 	 	31	 	 	nagar, Bangalore—38	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat No. G1/A,	 	 
	 
	 	 	 	 	 	 	 	 	 	Priyanka Paradise, 1st	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, Kaggadasapura,	 	 
	 
	 	 	 	 	 	 	 	 	 	C.V. Raman Nagar,	 	 
	5
	 	Muralidhar Sundar	 	Alagarsamy	 	 	32	 	 	Bangalore — 560 093.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	1020/C 17th D cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	2nd Stage,	 	 
	 
	 	 	 	 	 	 	 	 	 	Indiranagar, Bangalore	 	 
	6
	 	Doyel Kar	 	Amal Kar	 	 	30	 	 	38	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat C-402 Spartan	 	 
	 
	 	 	 	 	 	 	 	 	 	Heights Building ,	 	 
	 
	 	 	 	 	 	 	 	 	 	16/17 Richmond Road,	 	 
	7
	 	Gautam Munshi	 	Ashish Munshi	 	 	30	 	 	Bangalore 560025	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	204, Maitree	 	 
	 
	 	 	 	 	 	 	 	 	 	Appartment, Ashiana	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Patna, Bihar —	 	 
	8
	 	Ashish Kumar	 	Ashok Kumar Gupta	 	 	31	 	 	25	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Door No. C1, Karthik	 	 
	 
	 	 	 	 	 	 	 	 	 	Koushalya	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments,	 	 
	 
	 	 	 	 	 	 	 	 	 	Malleshpalya, 5th	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, 4th Cross,	 	 
	9
	 	Eronesu Kar	 	Asish Kar	 	 	29	 	 	Bangalore—560075	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#1083, Mahalakshmi	 	 
	 
	 	 	 	 	 	 	 	 	 	Nilaya, Vijanapura,	 	 
	 
	 	 	 	 	 	 	 	 	 	Dooravaninagar post,	 	 
	10
	 	VC.Radha	 	B.V. Govindaraju	 	 	30	 	 	Bangalore — 560 016	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#24,1st Floor,Ganesha	 	 
	 
	 	 	 	 	 	 	 	 	 	Nilaya, 1st Cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	Dinnur,R.T.Nagar—	 	 
	11
	 	Hemalatha Dave	 	Babulal Dave	 	 	26	 	 	560032	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#1006, 2nd cross, 13th	 	 
	 
	 	 	 	 	 	 	 	 	 	main, HAL Stage-2,	 	 
	 
	 	 	 	 	 	 	 	 	 	Indiranagar,	 	 
	12
	 	Santosh Ramji	 	Cheekatla Suryanarayana	 	 	30	 	 	Bangalore— 560038	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	408, A4, Ganga Block,	 	 
	13
	 	Nikunj	 	Col Niraj Vohra	 	 	25	 	 	NGV	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 70, 3rd Cross, Near	 	 
	14
	 	Dechen	 	NIM Dorjee Bhutia	 	 	26	 	 	Kaveri Nursing Home,	 	Indian






3









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	Madiwala, Blore — 68	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#303, Saptgiri	 	 
	 
	 	 	 	Dr. Narendra	 	 	 	 	 	Mension, 16D Main,	 	 
	 
	 	 	 	Kumar	 	 	 	 	 	HAL II, Indiranagar,	 	 
	15
	 	Varun Mohanpuria	 	Mohanpuria	 	 	26	 	 	Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	102/B, 1st Cross, 18th	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, 6th Block,	 	 
	 
	 	 	 	 	 	 	 	 	 	Koramangla,	 	 
	16
	 	Nidhi Gupta	 	Dr. Surendra Kumar Jain	 	 	27	 	 	Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	622 B, VI Main, III	 	 
	 
	 	 	 	 	 	 	 	 	 	Phase, BDA Housing	 	 
	 
	 	 	 	 	 	 	 	 	 	Colony, Domlur II	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage, Bangalore —	 	 
	17
	 	Vinoth Babu	 	Elakkumanan P	 		25	 	 	560071	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat GC, Golden	 	 
	 
	 	 	 	 	 	 	 	 	 	Daffodills, 13th Main	 	 
	 
	 	 	 	 	 	 	 	 	 	I cross Kodihalli	 	 
	18
	 	Rakesh Pande	 	G.C. Pande	 	 	28	 	 	Bangalore—08	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	No 5, 9th Main, 15th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, Lakkasandra,	 	 
	19
	 	G K Suresu Kumar	 	G.GUNASEK ARAN	 	 	29	 	 	Bangalore — 560030.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	603, Flat C, Swathi	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, 29th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross Street, Indira	 	 
	 
	 	 	 	 	 	 	 	 	 	Nagar, Chennai	 	 
	20
	 	Sanjay Dattatri	 	Gangadhar Rao Dattatri	 	 	38	 	 	600020	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#185, Ground floor,	 	 
	 
	 	 	 	 	 	 	 	 	 	5th main,	 	 
	 
	 	 	 	 	 	 	 	 	 	KEB Layout, BTM 1st	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage,	 	 
	21
	 	Praveen Hullur	 	Ghatigeppa M  Hullur	 	 	26	 	 	Bangalore—75	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 37, “SUMEGHA”	 	 
	 
	 	 	 	 	 	 	 	 	 	11th Cross Prashanth	 	 
	 
	 	 	 	 	 	 	 	 	 	Nagar Bangalore —	 	 
	22
	 	Pavan Bhat	 	Ishwar Bhat	 	 	30	 	 	560079	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	G-007, Golden	 	 
	 
	 	 	 	 	 	 	 	 	 	Residency, Sarjapur	 	 
	 
	 	 	 	 	 	 	 	 	 	Outer ring road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Bellandhur, Bangalore	 	 
	23
	 	Vinitha Unni	 	K.V. Unni	 	 	27	 	 	— 37	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat No.T - 405, Purva	 	 
	 
	 	 	 	 	 	 	 	 	 	Park, MSO	 	 
	 
	 	 	 	 	 	 	 	 	 	Colony, Cox	 	 
	 
	 	 	 	 	 	 	 	 	 	Town, Bangalore —	 	 
	24
	 	Rajneesh Khosla	 	Late I.B.Khosla	 	 	34	 	 	56005	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	2586, 17th Main, 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, HAL 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage, Indiranagar,	 	 
	25
	 	Neerav Naik	 	Late Mr. Rajendra Naik	 	 	28	 	 	PIN-560008	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	101, MCMR	 	 
	 
	 	 	 	 	 	 	 	 	 	MANSION, 3RD	 	 
	 
	 	 	 	 	 	 	 	 	 	MAIN, 2ND CROSS,	 	 
	 
	 	 	 	 	 	 	 	 	 	NEW	 	 
	 
	 	 	 	 	 	 	 	 	 	THIPPASANDRA,	 	 
	26
	 	Sameer Mulbagal	 	M. K. MULBAGAL	 	 	34	 	 	BANGALORE—	 	INDIAN






4








 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	560075	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#9, Shree Gokulam,	 	 
	 
	 	 	 	 	 	 	 	 	 	5th Cross Abhiyah	 	 
	 
	 	 	 	 	 	 	 	 	 	Reddy Layout,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kagadaspura,	 	 
	27
	 	Aju Abraham	 	M.V. Abraham	 	 	29	 	 	Bangalore — 73	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#233/A, 5th cross, 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, New	 	 
	 
	 	 	 	 	 	 	 	 	 	Thippasandra,	 	 
	28
	 	Sindhu Lekha S	 	M.Velayudhan Pillai	 	 	32	 	 	Bangalore — 560075	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	402 Prudential	 	 
	 
	 	 	 	 	 	 	 	 	 	Maruthi Apartments	 	 
	 
	 	 	 	 	 	 	 	 	 	2nd Cross Wind	 	 
	 
	 	 	 	 	 	 	 	 	 	Tunnel Road	 	 
	 
	 	 	 	 	 	 	 	 	 	Murugeshpalaya	 	 
	29
	 	Dipayan Chakraborty	 	N G Chakraborty	 	 	26	 	 	Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	30
	 	Giridhar	 	N Ramachandran	 	 	32	 	 	Will snd you later	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#1227/68, 1st Main	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, M.C	 	 
	 
	 	 	 	 	 	 	 	 	 	Layout, Vijayanagar,	 	 
	31
	 	Bhargavi	 	N. MohanReddy	 	 	25	 	 	Banagalore—560079.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	No. 713,	 	 
	 
	 	 	 	 	 	 	 	 	 	Manimandiram, 5th	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, 3rd block, BEL	 	 
	 
	 	 	 	 	 	 	 	 	 	Layout,	 	 
	 
	 	 	 	 	 	 	 	 	 	Vidyaranyapura,	 	 
	32
	 	Sooraj	 	P. Sukumaran Nair	 	 	28	 	 	Bangalore—560097	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	S 202, HM	 	 
	 
	 	 	 	 	 	 	 	 	 	Tambourine,	 	 
	 
	 	 	 	 	 	 	 	 	 	Jaraganahlli Post,	 	
	 
	 	 	 	 	 	 	 	 	 	Kanakpura Road J.P	 	 
	 
	 	 	 	 	 	 	 	 	 	Nagar 6th Phase	 	 
	33
	 	Pradeep	 	Parvathappa Gowda J.M	 	 	30	 	 	Bangalore — 560078	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	19, 1st cross, kumara	 	 
	 
	 	 	 	 	 	 	 	 	 	garden, vijayanagar,	 	 
	34
	 	Suresh Babu Perumal	 	PERUMAL	 	 	31	 	 	bangalore 560040	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	101 Onyx Apartments,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kodihalli 1st Main	 	 
	35
	 	Charles	 	Peter Amos	 	 	27	 	 	Blore 8	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	T.malini,d/o t.prathap	 	 
	 
	 	 	 	 	 	 	 	 	 	reddy, vengalammache	 	 
	 
	 	 	 	 	 	 	 	 	 	ruvu, (via)	 	 
	 
	 	 	 	 	 	 	 	 	 	Bukkapattam, anathapu	 	 
	 
	 	 	 	 	 	 	 	 	 	r(dist), Anadhar	 	 
	36
	 	Malini	 	Prathap Reddy	 	 	26	 	 	pradesh.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	2606, 18th Main, 3rd	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, HAL 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage, Indira Nagar,	 	 
	37
	 	Gaurav Gupta	 	R. K. Gupta	 	 	29	 	 	Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	7/5, Paranjyothi Road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Frazer Town,	 	 
	38
	 	Stuti Dhandhania	 	Ramakant Dhandhania	 	 	26	 	 	Bangalore 5	 	Indian






5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	1144 W 28th St, # 2,	 	 
	 
	 	 	 	 	 	 	 	 	 	Los Angeles, CA	 	 
	39
	 	Saurabh Chopra	 	Ranjan Chopra	 	 	26	 	 	90007, United States	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	102-B, 1st Cross, 18th	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, 6th Block,	 	 
	 
	 	 	 	 	 	 	 	 	 	Koramangala,	 	 
	40
	 	Arpan Gupta	 	Ravi Kant Gupta	 	 	26	 	 	Bangalore 560095	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 51/A, 10th Cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	Govindappa Lane,	 	 
	41
	 	V. Makesh	 	S Venkataramanan	 	 	29	 	 	Kodihalli, Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Raunak’, No.589, 4th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, HMT Layout,	 	 
	 
	 	 	 	 	 	 	 	 	 	Ganganagar,	 	 
	42
	 	Ruchi Kapoor	 	S.N.Kapoor	 	 	34	 	 	Bangalore 560 032	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	2361; 2nd C cross;	 	 
	 
	 	 	 	 	 	 	 	 	 	15th Main; 100 ft	 	 
	 
	 	 	 	 	 	 	 	 	 	road; Indira Nagar;	 	 
	43
	 	Durga Prasad	 	Samba Siva Rao	 	 	26	 	 	Bangalore - 560038	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	424, Yamuna Block;	 	 
	 
	 	 	 	 	 	 	 	 	 	National Games	 	 
	 
	 	 	 	 	 	 	 	 	 	Village; Koramangala;	 	 
	44
	 	Sudarshan	 	Satish Gangrade	 	 	26	 	 	Bangalore-47.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	192/10, 3rd Cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	New Byappanahalli,	 	 
	45
	 	Krishnan Seshadri	 	Seshadri	 	 	30	 	 	Bangalore 560039	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	2nd Floor, #1176, 12th	 	 
	 
	 	 	 	 	 	 	 	 	 	B Main, 1st Cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	Indiranagar 100Ft Rd,	 	 
	46
	 	Shravan	 	Sharad Vaman Pai	 	 	27	 	 	Bangalore - 560038	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	A-203, Rajhans	 	 
	 
	 	 	 	 	 	 	 	 	 	Avenue, Near Anant	 	 
	 
	 	 	 	 	 	 	 	 	 	Park, Behind Sabari	 	 
	 
	 	 	 	 	 	 	 	 	 	School, Vasna Road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Vadodara, Gujarat.	 	 
	47
	 	Pravin Nampoothiri	 	Shreedharan Nampoothiri	 	 	36	 	 	PIN - 390 015	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 57, 4th Main,	 	 
	 
	 	 	 	 	 	 	 	 	 	Domlur 2nd Stage,	 	 
	48
	 	Pritha Choudhuri	 	Sourindra Choudhuri	 	 	29	 	 	Bangalore	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	C/O G.Ramareddy,	 	 
	 
	 	 	 	 	 	 	 	 	 	No. 365, Govinda	 	 
	 
	 	 	 	Sri Bikash	 	 	 	 	 	Shetty playa, Hosur	 	 
	 
	 	 	 	Chandra	 	 	 	 	 	main Road, Electronic	 	 
	49
	 	Tarun Kumar Mukherjee	 	Mukherjee	 	 	32	 	 	City, Bangalore-100	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#362, F F Colony,	 	 
	 
	 	 	 	 	 	 	 	 	 	Laggere, Opp. Mount	 	 
	 
	 	 	 	 	 	 	 	 	 	Senoria School,	 	 
	50
	 	S. Deepak Kumar	 	Sridarshan	 	 	27	 	 	Bangalore - 560 058	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	W/o Prashanth.K. ,	 	 
	 
	 	 	 	 	 	 	 	 	 	#236	 	 
	 
	 	 	 	 	 	 	 	 	 	Samethanahally(vill/P	 	
	 
	 	 	 	 	 	 	 	 	 	ost), Kadugudi-	 	 
	51
	 	Nethravathy	 	Srinivas	 	 	26	 	 	via,Bangalore-560067	 	Indian 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flt # 103, Vaishali	 	 
	 
	 	 	 	 	 	 	 	 	 	Residency, 2nd cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	13th B Main,	 	 
	52
	 	Suchitra	 	Subbarao M.	 	 	28	 	 	Indranagar, HAL 2nd	 	Indian






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	stage, Bangalore	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	304, Victoria II	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments	 	 
	 
	 	 	 	 	 	 	 	 	 	7th Cross, Domlur	 	 
	 
	 	 	 	 	 	 	 	 	 	Layout	 	 
	53
	 	Sanjit Bhoumik	 	SUBRATA BHOUMICK	 	 	33	 	 	Bangalore 560071	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	81, 1st floor, 17E	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, Koramangala	 	 
	 
	 	 	 	 	 	 	 	 	 	6th Block, B’lore-	 	 
	54
	 	Rajesh Kumar Bhatt	 	Subray L Bhat	 	 	33	 	 	560095	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	A 301, Mantri	 	 
	 
	 	 	 	 	 	 	 	 	 	Splendor, 46/1,	 	 
	 
	 	 	 	 	 	 	 	 	 	Gedalahalli, Hennur	 	 
	 
	 	 	 	 	 	 	 	 	 	Main Road, Bangalore	 	 
	55
	 	G.Vijaya	 	T S Ganesan	 	 	32	 	 	77	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	C 204, Ranka Corner,	 	 
	 
	 	 	 	 	 	 	 	 	 	14 Cambridge Road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Cambridge Layout,	 	 
	56
	 	Shila Cyriac	 	V I Cyriac	 	 	39	 	 	Ulsoor, Bangalore 8	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	#6, Diksha	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, 3rd main,	 	 
	 
	 	 	 	 	 	 	 	 	 	3rd cross, Defence	 	 
	 
	 	Parthasarathy	 	 	 	 	 	 	 	colony, Indira Nagar,	 	 
	57
	 	Vallabhajosyula	 	V.K.M. Sarma	 	 	33	 	 	Bangalore - 560038	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# BC,131, ground	 	 
	 
	 	 	 	 	 	 	 	 	 	floor, 3rd ‘B’ cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kasture nagara,	 	 
	58
	 	Reddy	 	V.Krishnappa	 	 	35	 	 	Bangalore - 560 043	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	776, 17th F Main, 6th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, Kormangala 6th	 	 
	 
	 	 	 	 	 	 	 	 	 	Block, Bangalore -	 	 
	59
	 	Ashish Mahajan	 	Vijay L Mahajan	 	 	27	 	 	560034	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	992/1, 1st floor , 11th	 	 
	 
	 	 	 	 	 	 	 	 	 	main, 1st Block, 3rd	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage,	 	 
	 
	 	 	 	 	 	 	 	 	 	Basaveshwarnagar,	 	 
	60
	 	Malavika	 	Vivekanandan D.	 	 	29	 	 	Bangalore 560079	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	114 Trinity Meadows,	 	 
	 
	 	 	 	 	 	 	 	 	 	Bellandur, Bangalore-	 	 
	61
	 	Vikas Verma	 	AVM K.C.Varma	 	 	31	 	 	560037	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	B - 503 Ranka	 	 
	 
	 	 	 	 	 	 	 	 	 	Plaza,157 Wheeler	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Frazer	 	 
	 
	 	 	 	 	 	 	 	 	 	Town, Bangalore -	 	 
	62
	 	Vijay Jumani	 	Jagdish L Jumani	 	 	32	 	 	560005	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat #302, MS Rhythm	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, 18th	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, HAL 2nd Stage,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kodihalli, Bangalore	 	 
	63
	 	Ajay	 	K UNNIKRISHNAN	 	 	31	 	 	560008	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	102, H Colony, 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, Indiranagar 1st	 	 
	 
	 	 	 	 	 	 	 	 	 	stage, Bangalore -	 	 
	64
	 	Sneha Thakkar	 	Vishnuprasad Thakkar	 	 	26	 	 	560038	 	Indian






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	245, 1st floor, 4th	 	 
	 
	 	 	 	 	 	 	 	 	 	main, 3rd cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	domlur stage II,	 	 
	65
	 	Amitabh Bose	 	Samir bose	 	 	36	 	 	bangalore 560 071	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	36, Defence Colony,	 	 
	 
	 	 	 	 	 	 	 	 	 	2nd Main, indira	 	 
	66
	 	Annie Thomas	 	Raymond Thomas Correia	 	 	48	 	 	Nagar, Bangalore-38	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Ramya Regent	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Floor, Flat no. 3G, Ist	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, Ist Stage,	 	 
	 
	 	 	 	 	 	 	 	 	 	Indiranagar, Bangalore	 	 
	67
	 	Anuradha Sharma	 	Brij Raj Singh	 	 	37	 	 	-38	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 47, 1st Cross, 1st	 	 
	 
	 	 	 	 	 	 	 	 	 	Main, Basweshwar	 	 
	68
	 	Nikhil Deshpande	 	Govind Deshpande	 	 	27	 	 	Nagar, Bangalore-17	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	71, 1st Main, 11th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, Jagdish Nagar,	 	 
	 
	 	 	 	 	 	 	 	 	 	Near New	 	 
	 
	 	 	 	 	 	 	 	 	 	Thippasandra Post,	 	 
	69
	 	Rajeev Sinha	 	Late B N Sinha	 	 	36	 	 	Bangalore-75	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	D/o	 	 
	 
	 	 	 	 	 	 	 	 	 	Ramachandra.N, Rama	 	 
	 
	 	 	 	 	 	 	 	 	 	chandra Complex, opp	 	 
	 
	 	 	 	 	 	 	 	 	 	Govt	 	 
	 
	 	 	 	 	 	 	 	 	 	School, Channasandra	 	 
	 
	 	 	 	 	 	 	 	 	 	Main	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Channasandra,	 	 
	70
	 	R.Sowmya	 	Ramachandra. N	 	 	27	 	 	Bangalore-560067	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Milan, P. O	 	 
	 
	 	 	 	 	 	 	 	 	 	Mambaram, Kannur	 	 
	71
	 	Arjun Madhavan	 	Pullambi Madhavan	 	 	29	 	 	670741, Kerala	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Janani Nilayam, # 28,	 	 
	 
	 	 	 	 	 	 	 	 	 	nd Cross, 3rd Block,	 	 
	 
	 	 	 	 	 	 	 	 	 	Dasappa Layout,	 	 
	 
	 	 	 	 	 	 	 	 	 	Rammurthy Nagar,	 	 
	72
	 	GKR Krishnan	 	GK Raman	 	 	27	 	 	Bangalore - 16	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	# 578, 10th Main, 6th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, HAL 2nd	 	 
	 
	 	 	 	 	 	 	 	 	 	Stage, Indira Nagar -	 	 
	73
	 	Kakul Paul	 	Col Narinder Paul	 	 	25	 	 	560008	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	1310 Valley Lake	 	 
	 
	 	 	 	 	 	 	 	 	 	drive, #404,	 	 
	74
	 	Kamal Mishra	 	Late Laxmi Narayan Mishra	 	 	28	 	 	Schaumburg, IL 60195	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	43 Hume Avenue,	 	 
	 
	 	 	 	 	 	 	 	 	 	#03-03 Symphony	 	 
	 
	 	 	 	 	 	 	 	 	 	Heights, Singapore	 	 
	75
	 	Manik Bhandari	 	Hoshiyar Singh Bhandari	 	 	30	 	 	598739	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Flat No E2, Mallar	 	 
	 
	 	 	 	 	 	 	 	 	 	Mansion,	 	 
	 
	 	 	 	 	 	 	 	 	 	Kaggadaspura Main	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Maruthi Nagar,	 	 
	76
	 	Praveen Singh	 	L P Singh	 	 	34	 	 	Blore-75	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	404, Vars Fantasy	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, No. 33,	 	 
	77
	 	Puneet Gulati	 	Sh. Krishan Kumar Gulati	 	 	26	 	 	1st Main Kodihalli,	 	Indian






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	Bangalore-560008	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Malikarjuna nilaya,	 	 
	 
	 	 	 	 	 	 	 	 	 	#204, 7th A Main, 4th	 	 
	 
	 	 	 	 	 	 	 	 	 	Cross, RPC Layout,	 	 
	 
	 	 	 	 	 	 	 	 	 	Vijayanagar,	 	 
	78
	 	Shivakumar Hanjagimath	 	Basavarajaya	 	 	31	 	 	Bangalore-40	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	K 305, Purva Pavilion	 	 
	 
	 	 	 	 	 	 	 	 	 	170, Kempapura	 	 
	 
	 	Krishnaraj	 	 	 	 	 	 	 	Hebbal	 	 
	79
	 	Venkataraman	 	K S Venkataraman	 	 	37	 	 	Bangalore 560024	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	504 Glen Way NE	 	 
	80
	 	Vinay CR	 	C Ramesh	 	 	28	 	 	Atlanta GA 30319	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Rohan Vasantha, Apt	 	 
	 
	 	 	 	 	 	 	 	 	 	A-201, Varathur Main	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Marathahalli,	 	 
	81
	 	Stephen Samuel	 	N M Samuel	 	 	33	 	 	Bangalore - 560037	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	301, SMR Vinay	 	 
	 
	 	 	 	 	 	 	 	 	 	Vatika, Nagan Palya	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Maruti Sewa	 	 
	 
	 	 	 	 	 	 	 	 	 	Nagar, Bangalore 560	 	 
	82
	 	Milind Kelkar	 	Sundar Kelkar	 	 	36	 	 	033	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	905 Miami Way	 	 
	83
	 	Glen M. Springer	 	Don Eugene Springer	 	 	39	 	 	Boulder CO 80305	 	US Citizen
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	Non-resident-
	 
	 	 	 	 	 	 	 	 	 	 	 	A Company
	 
	 	 	 	 	 	 	 	 	 	599B Yonge Street,	 	registered
	 
	 	Infernotions	 	 	 	 	 	 	 	Toronto ON M4Y	 	under the laws
	84
	 	Corporation	 	 	 	 	 	 	 	1Z4, Canada	 	of Canada
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	4869 North Ridgeside	 	 
	 
	 	 	 	 	 	 	 	 	 	Circle, Ann Arbor MI	 	 
	85
	 	M.S. Krishnan	 	M.S.Swaminathan (late)	 	 	43	 	 	48105	 	US Citizen
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	203, Block3, ‘Green is	 	 
	 
	 	 	 	 	 	 	 	 	 	the Color’, 6th Cross,	 	 
	 
	 	 	 	 	 	 	 	 	 	3rd Main, BTM	 	 
	 
	 	 	 	 	 	 	 	 	 	Layout, 2nd Stage,	 	 
	 
	 	 	 	 	 	 	 	 	 	Bilekahalli,	 	 
	86
	 	S. Ramakrishnan	 	C R Sreenivasan	 	 	35	 	 	Bangalore-560076.	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	5A, Krystal	 	 
	 
	 	 	 	 	 	 	 	 	 	Apartments, 80 Feet	 	 
	 
	 	 	 	 	 	 	 	 	 	Road, Indiranagar,	 	 
	87
	 	Shankar Maruwada	 	M.V.Rao	 	 	35	 	 	Bangalore-560075	 	Indian
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Y-1, Shivaganga Apts,	 	 
	 
	 	 	 	 	 	 	 	 	 	Sonari, Jamshedpur,	 	 
	88
	 	Vinay Mishra	 	Mahendra Misra	 	 	34	 	 	Jharkand-831 011	 	NRI
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	18, 2nd Floor, Khader	 	 
	 
	 	 	 	 	 	 	 	 	 	Nawaz Khan Road,	 	 
	 
	 	 	 	 	 	 	 	 	 	Nungambakkam,	 	N/A-Indian
	89
	 	Spark Capital	 	 	 	 	 	 	 	Chennai-600034	 	Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	S-24, Golden Enclave,	 	 
	 
	 	 	 	 	 	 	 	 	 	Airport Road,	 	 
	90
	 	Ganesh Krishnan	 	 	 	 	 	 	 	Bangalore-560 017	 	Indian






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sl.	 	 	 	 	 	 	 	 	 	 	 
	Nos.	 	Name	 	Father’s name	 	Age	 	 	Present residential address	 	Nationality
	 
	 	 	 	 	 	 	 	 	 	10 Frere Felix De	 	 
	 
	 	 	 	 	 	 	 	 	 	Velois Street, Port	 	N/A-Mauritus
	91
	 	Tawny Dove Ltd	 	 	 	 	 	 	 	Louis	 	Company
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	Old No: 4/9, New No:	 	 
	 
	 	 	 	 	 	 	 	 	 	9 Casurina Drive,	 	 
	 
	 	 	 	 	 	 	 	 	 	Neelankarai, Chennai -	 	 
	92
	 	Raji Raju	 	A.H.Subramanian	 	 	37	 	 	600 041.	 	Indian







10