C M Y K

C M Y K

INFINITY INFOTECH PARKS LIMITED

PUBLIC OFFER OF 4,500,000* EQUITY SHARES OF FACE VALUE OF Rs. 10/- EACH FOR CASH AT A PRICE OF RS. [�] PER EQUITY SHARE (INCLUDINGA SHARE PREMIUM OF Rs. [�]/- PER EQUITY SHARE) AGGREGATING TO RS. [�] MILLION (“OFFER”), COMPRISING OF A FRESH ISSUE OF 4,000,000SHARES OF RS. 10/- EACH AT A PRICE OF RS. [�] FOR CASH AGGREGATING TO RS. [�] (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 500,000 EQUITYSHARES OF RS. 10/- EACH AT A PRICE OF RS. [�] FOR CASH AGGREGATING TO RS. [�] BY THE SELLING SHAREHOLDER (“OFFER FOR SALE”), BYINFINITY INFOTECH PARKS LIMITED (“IIPL”, “OUR COMPANY”). THE OFFER COMPRISES NET OFFER TO THE PUBLIC OF 4,475,000 EQUITY SHARESAT A PRICE OF Rs. [�] PER EQUITY SHARE (“THE NET OFFER”) AND A RESERVATION OF UPTO 25,000 EQUITY SHARES AT A PRICE OF Rs. [�] PEREQUITY SHARE FOR THE PERMANENT EMPLOYEES OF THE COMPANY (INCLUDING A SHARE PREMIUM OF Rs. [�] PER EQUITY SHARE) (‘THEEMPLOYEE RESERVATION PORTION”). THE OFFER WILL CONSTITUTE 18.75% OF THE FULLY DILUTED POST OFFER PAID UP CAPITAL OF OURCOMPANY.*Our Company is considering a Pre-Offer placement of upto 200,000 Equity Shares with certain investors (“Pre-Offer Placement”). If our Company decides to issue suchshares, it will complete the issuance of such Equity Shares prior to filing the Red Herring Prospectus with ROC. Once the Pre-Offer Placement is completed, the Fresh Issueoffered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer Size of 10% of the fully diluted Post-Offer capitalbeing offered to the public.

PRICE BAND: Rs. [�]/- TO Rs. [�]/- PER EQUITY SHARE OF FACE VALUE Rs.10/-THE FACE VALUE OF THE EQUITY SHARES IS RS. 10/- AND THE OFFER PRICE IS [�] TIMES OF THE FACE VALUE AT THE LOWER END OF THE

PRICE BAND AND [�] TIMES OF THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND

IPO GRADING

This Issue has been graded by [�] as [�] indicating [�], pursuant to the SEBI Guidelines. The rationale furnished by the grading agency for it’s grading, will be providedto the Designated Stock Exchange and updated at the time of filing of the Red Herring Prospectus with the RoC.

RISK IN RELATION TO FIRST OFFER

This being the first offer of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the shares is Rs 10/- and theOffer price is [�] times of the face value. The Offer Price (as determined and justified by our Company in consultation with the Book Running Lead Managers, on the basis ofassessment of market demand for the Equity Shares by way of Book Building) should not be taken to be indicative of the market price of the Equity Shares after the EquityShares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of our Company or regarding the price at which the Equity Shareswill be traded after listing.

GENERAL RISKS

Investments in equity and equity related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk oflosing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investorsmust rely on their own examination of our Company and the Offer including the risks involved. The Equity Shares offered in the Offer have not been recommended or approvedby the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of theinvestors is invited to the section titled “Risk Factors” beginning on page viii of this Draft Red Herring Prospectus.

COMPANY’S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirm that this Draft Red Herring Prospectus contains all information with regard to ourCompany and the Offer, which is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspectsand is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makesthis Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on Bombay Stock Exchange Ltd. (“BSE”) and National Stock Exchange of IndiaLtd. (“NSE”). Our Company has received the in-principle approval from these Stock Exchanges for the listing of the Equity Shares pursuant to letters dated [�], 2007 and[�], 2007 respectively. BSE shall be the Designated Stock Exchange for the purpose of this Offer.

DRAFT RED HERRING PROSPECTUSDated [�], 2007

Please read Section 60B of the Companies Act, 1956The Draft Red Herring Prospectus will be

updated upon RoC filing100% Book Building Offer

((Our Company was originally incorporated as “Ganapati Apparels Trexim Ltd.” on December 13, 1991. Subsequently, the name of our Company was changed from “GanapatiApparels Trexim Ltd.” to “Globsyn Webel Ltd.” and a fresh certificate of incorporation consequent to change of name was granted on October 06, 1995. The name of our Companywas further changed from “Globsyn Webel Ltd.” to “Infinity Infotech Parks Ltd.” and a fresh certificate of incorporation consequent to change of name was granted on February12, 2002.)

Registered & Corporate Office: “INFINITY”, Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091,West Bengal, Tel: +91-33-2357 3686, Fax: +91-33-2357 3687(For changes in the registered office, see section titled “History and Certain Corporate Matters” on page 68 of this Draft Red Herring Prospectus )Contact Person and Compliance Officer: Mr. N. K. Chandak, CFO & Company Secretary. Tel No: +91-33-2357 3686, Fax: +91-33-2357 3687,

E-mail: ipo@infinityitpark.com

In case of revision in the Price Band, the Bidding/Offer Period shall be extended for three additional working days after such revision, subject to the Bidding/Offer Periodnot exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Offer Period, if applicable, shall be widely disseminated by notification to theBombay Stock Exchange Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE), by issuing a press release and also by indicating the change on the website of theBook Running Lead Managers (“BRLMs”) and the terminals of the syndicate member. In terms of Rule 19(2)(b) of the SCRR, as being an Offer for less than 25% of the Post-Offer Equity Share Capital, the Offer is being made through the 100% Book Building Process wherein at least 60% of the Net Offer shall be allocated on a proportionate basisto QIB Bidders out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to the Mutual Funds only and the remainder of the QIB portionshall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If atleast 60% of the Net Offer cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, upto 30% of the Net Offer shall be available forallocation on a proportionate basis to Retail Individual Bidders and upto 10% of the Net Offer shall be available for allocation on a proportionate basis to Non-InstitutionalBidders, subject to valid Bids being received at or above the Offer Price.

BOOK RUNNING LEAD MANAGERS

IL&FS Investsmart Securities LimitedThe IL&FS Financial Centre, Plot No. C-22,G Block, Bandra-Kurla Complex,Bandra (East) Mumbai 400 051.Tel: + 91-22-2653 3333Fax: + 91-22-6693 1862Email:infinity.ipo@investsmartindia.comWebsite: www.investsmart.inRegn. No.: MB/INM000002475Contact Person: Mr. Bhavin Ranawat

Anand Rathi Securities Limited11th Floor, Times Tower,Kamala City, Senapati Bapat Marg,Lower Parel, Mumbai 400 013.Tel.: +91-22-4047 7000Fax: +91-22-4047 7070Email: infinity.ipo@rathi.comWebsite: www.rathi.comRegn. No.: MB/INM000010478Contact Person: Mr. Satish Ganiga

Avendus Capital Private LimitedIL&FS Financial Centre, B Quadrant,5th Floor, Bandra Kurla Complex,Bandra (East), Mumbai 400 051Tel: + 91-22- 66480950Fax: + 91-22-66480940Email: infinity.ipo@avendus.comWebsite: www.avendus.comRegn. No.: MB/INM000011021Contact Person: Mr. Suraj Chhabria

REGISTRAR TO THE OFFER

ISSUE PROGRAMMEBID / ISSUE OPENS ON : [� ] , 2008 BID / ISSUE CLOSES ON : [� ] , 2008

Intime Spectrum Registry LimitedC–13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (W),Mumbai – 400 078.Tel.: +91 22 2596 0320Fax: +91 22 2596 0328/29Website: www.intimespectrum.comE-mail: iipl.ipo@intimespectrum.comContact Person : Mr. Sachin Achar

I I I

vendusA

TABLE OF CONTENTS Page No.

SECTION I - GENERAL i

• DEFINITIONS AND ABBREVIATIONS i

• CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

vi

• FORWARD LOOKING STATEMENTS vii

SECTION II – RISK FACTORS viii

SECTION III – INTRODUCTION 1

• SUMMARY 1

• SELECTED FINANCIAL AND OPERATING DATA OF OUR COMPANY 5

• THE OFFER 8

• GENERAL INFORMATION 9

• CAPITAL STRUCTURE 17

• OBJECTS OF THE OFFER 26

• BASIS FOR OFFER PRICE 30

• STATEMENT OF POSSIBLE TAX BENEFITS 32

SECTION IV – ABOUT OUR COMPANY 39

• INDUSTRY OVERVIEW 39

• OUR BUSINESS 46

• REGULATIONS AND POLICIES 61

• HISTORY AND CERTAIN CORPORATE MATTERS 68

• OUR MANAGEMENT 78

• OUR PROMOTERS AND THEIR BACKGROUND 89

• GROUP COMPANIES 92

• RELATED PARTY TRANSACTIONS 97

• DIVIDEND POLICY 98

SECTION V – FINANCIAL STATEMENTS 99

• AUDITORS REPORT 99

• MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

140

• FINANCIAL INDEBTEDNESS 153

SECTION VI – LEGAL AND OTHER INFORMATION 159

• OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS 159

• GOVERNMENT AND OTHER APPROVALS 163

SECTION VII – OTHER REGULATORY AND STATUTORY DISCLOSURES 167

SECTION VIII – OFFER INFORMATION 175

• TERMS OF THE OFFER 175

• OFFER STRUCTURE 177

• OFFER PROCEDURE 180

SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION 206

• MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY 206

SECTION X – OTHER INFORMATION 216

• MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 216

• DECLARATION 218

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SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Term Description “Infinity Infotech Parks Limited” or “Infinity” or “IIPL” or “our Company” or “Offeror” or “Offeror Company”

Infinity Infotech Parks Ltd., a public limited company incorporated under the Companies Act, 1956

“we” or “us” or “our” Unless the context otherwise requires, refers to, Infinity Infotech Parks Ltd. and where the context requires it’s subsidiaries

Promoters

1. Mr. Ravindra Chamaria 2. Alternative Power & Fuel (India) Pvt. Ltd. 3. Forum Real Estate Pvt. Ltd.

Subsidiaries

1. Infinity BPO Services Pvt. Ltd. 2. Infinity Townships Pvt. Ltd.

Selling Shareholder Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”) (“MTPL”)

CONVENTIONAL/GENERAL TERMS Term Description

Companies Act/ the Act The Companies Act, 1956 as amended from time to time FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the

regulations framed thereunder by RBI Financial year/fiscal/FY The twelve months ended March 31 of a particular year Indian GAAP Generally Accepted Accounting Principles in India I.T. Act The Income Tax Act, 1961, as amended from time to time I.T. Rules The Income Tax Rules, 1962, as amended from time to time RBI Reserve Bank of India RoC Registrar of Companies SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time SEBI DIP Guidelines/SEBI Guidelines

SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended, including instructions and clarifications issued by SEBI from time to time

OFFER RELATED TERMS

Terms Description Allotment/ Allocation / Transfer

Unless the context otherwise requires, Allotment and transfer of Equity Shares pursuant to this Offer

Allottee The successful Bidder to whom the Equity Shares are being/have been allotted Avendus / ACPL Avendus Capital Pvt. Ltd. Anand Rathi / ARSL Anand Rathi Securities Ltd. Banker(s) to the Offer / Escrow Collection Banks(s)

The banks, which are clearing members and registered with SEBI as Banker(s) to the Offer, at which the Escrow Account will be opened and for the purpose of this Offer will be [�]

Bid An indication to make an offer, made during the Bidding Period by a Bidder to subscribe to or purchase our Equity Shares pursuant to this Offer at a price within the Price Band, including all revisions and modifications thereto

Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder on submission of the Bid in this Offer

Bid-cum-Application Form/ Bid Form

The form in terms of which the bidder shall make an indication to make an offer to subscribe or to purchase the Equity Shares of our Company and which will be considered as the application for allotment of the Equity Shares in terms of this Draft Red Herring Prospectus

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and Bid-cum-Application Form

Bid/Offer Closing Date The date after which the members of the Syndicate will not accept any Bids for the Offer, which shall be notified in a widely circulated English national newspaper and Hindi national newspaper and a newspaper in Bengali language

Bid/Offer Opening Date The date on which the members of the Syndicate shall start accepting Bids for the Offer, which shall be the date notified in an English national newspaper and a Hindi national

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newspaper and a newspaper in Bengali language Bidding/Offer Period The period between the Bid/Offer Opening Date and the Bid/Offer Closing Date inclusive of

both days and during which prospective Bidders can submit their Bids, including any revisions thereof

Book Building Process/Method

Book building route as provided under Chapter XI of the SEBI (DIP) Guidelines, in terms of which this Offer is made

BRLMs/Book Running Lead Managers

Book Running Lead Managers to this Offer, in this case being IL&FS Investsmart Securities Ltd., Anand Rathi Securities Ltd. and Avendus Capital Pvt. Ltd.

CAN/ Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated equity shares after discovery of the Offer Price in accordance with the Book Building Process

Cap Price The higher end of the Price Band, above which the Offer Price will not be finalized and above which no Bids will be accepted

Cut-off Price Any price within the Price Band finalized by our Company, in consultation with the BRLMs. A Bid submitted at Cut-off Price by Retail Individual Bidders is a valid Bid at all price levels within the Price Band

Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations, 1996, as amended from time to time

Depositories NSDL and CDSL Depositories Act Depositories Act, 1996 as amended from time to time Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow

Account(s) to the Public Offer account after the Prospectus is filed with the ROC, following which the Board will allot/transfer Equity Shares to successful bidders

Designated Stock Exchange Bombay Stock Exchange Ltd. (“BSE”) for the purpose of this Offer Draft Red Herring Prospectus/DRHP

This Draft Red Herring Prospectus dated [�] issued in accordance with section 60B of the Companies Act and SEBI Guidelines, which does not have complete particulars of the price at which the Equity Shares are offered and the size of the Offer. It carries the same obligations as are applicable in case of a Prospectus

Eligible Employees A permanent employee of the Company including the Director of our Company, whether a whole time Director, part time Director or otherwise, except any Promoters or members of the Promoter Group, as of [�]

Employee Reservation Portion

The portion of this Offer being upto 25,000 Equity Shares available for allocation to Eligible Employees

Eligible NRI NRI from such jurisdiction outside India where it is not unlawful to make an offer or invitation under the Offer

Equity Shares Equity Shares of our Company of face value of Rs.10/- each Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Bidder will

issue cheque or draft in respect of the Bid Amount when submitting a Bid Escrow Agreement Agreement dated [�] entered into amongst our Company, the Selling Shareholder, the

Registrar, the Escrow Collection Bank(s), the BRLMs and the Syndicate Members for collection of the Bid Amounts and for remitting refunds (if any) of the amounts collected, to the Bidders

FII Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, registered with SEBI under applicable laws in India

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form Floor Price The lower end of the Price Band, Rs. [�] per Equity Share in this Offer, below which the

Offer Price will not be finalized and below which no Bids will be accepted Fresh Issue Fresh Issue of 4,000,000 Equity Shares of Rs. 10/- each at a price of Rs. [�] for cash

aggregating to Rs. [�] IISL IL&FS Investsmart Securities Ltd. Margin Amount The amount paid by the Bidder at the time of submission of his/her Bid, being 10% to 100%

of the Bid Amount, as applicable Mutual Funds Mutual funds registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as

amended from time to time Mutual Fund Portion 5% of the QIB Portion or 134,250 Equity Shares shall be available for allocation for mutual

funds only, out of the QIB Portion Members of the Syndicate The BRLMs and the Syndicate Members Net Offer Net Offer to the public of 4,475,000 Equity Shares at a price of Rs. [�] per Equity Share Non-Institutional Bidders All Bidders that are neither Qualified Institutional Buyers nor Retail Individual Bidders and

who have bid for an amount of more than Rs. 100,000/- Non-Institutional Portion The portion of the Offer being upto 447,500 Equity Shares available for allocation to Non-

Institutional Bidders

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Non Residents A person resident outside India, as defined under FEMA Offer Public Offer of 4,500,000* Equity Shares of face value of Rs. 10/- each for cash at a price of

Rs. [�] per Equity Share (including a share premium of Rs. [�]/- per Equity Share) aggregating to Rs. [�] million (“offer”), comprising of a Fresh Issue of 4,000,000 shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] (“Fresh Issue”) and an Offer for Sale of 500,000 Equity Shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] by the Selling Shareholder (“Offer for Sale”), by Infinity Infotech Parks Ltd. (“IIPL”, “our Company”). *Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public.

Offer for Sale Offer for Sale of 500,000 Equity Shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] by the Selling Shareholder

Offer Price The final price at which the Equity Shares will be allotted in this Offer in terms of the Prospectus, as determined by our Company in consultation with the BRLMs on the pricing date

Pay-in-Date Bid/Offer Closing Date or the last date specified in the CAN sent to Bidders, as applicable

Pay-in-Period i. With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Offer Opening Date and extending until the Bid/Offer Closing Date, and

ii. With respect to QIBs whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Offer Opening Date and extending until the closure of the Pay-in Date, as specified in the CAN.

Pre-IPO Placement / Pre-Offer Placement

Pre-Offer Placement of upto 200,000 Equity Shares with certain investors (“Pre-Offer Placement”). If our Company decides to issue such shares, it will complete the issuance of such Equity Shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public.

Price Band The price band with a minimum price of Rs. [�] per Equity Share (Floor Price) and the maximum price of Rs. [�] per Equity Share (Cap Price) (both inclusive), including any revisions thereof

Pricing Date The date on which our Company in consultation with the BRLMs finalize the Offer Price Prospectus The Prospectus to be filed with the RoC containing, inter-alia, the Offer Price that is

determined at the end of the Book Building Process, the size of the Offer and certain other information

Public Offer Account In accordance with Section 73 of the Companies Act, 1956, an account opened with the Banker(s) to the Offer to receive monies from the Escrow Account for the Offer on the Designated Date

Qualified Institutional Buyers or QIBs

Public financial institutions as specified in Section 4A of the Companies Act, FIIs, scheduled commercial banks, mutual funds registered with SEBI, venture capital funds registered with SEBI, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million

QIB Margin Amount An amount representing at least 10% of the Bid Amount that QIBs are required to pay at the time of submitting their Bid.

QIB Portion The portion of the Offer being at least 2,685,000 Equity Shares constituting 60% of the Net Offer (of which 5% of the QIB Portion or 134,250 Equity Shares shall be available to Mutual Funds) available for allocation to QIBs

Red Herring Prospectus / RHP

The Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which does not have complete particulars on the price at which the Equity Shares are issued and size of the Offer. The Red Herring Prospectus would be filed with the ROC at least three days before the opening of the Bid/ Offer and will become a Prospectus after filing with the RoC after pricing date

Refunds through electronic transfer of funds

Refunds through electronic transfer of funds means funds through ECS, NEFT, Direct Credit or RTGS as applicable

Refund Account Account opened with an Escrow Collection Bank(s) from which refunds if any, shall be made

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Refund Banker In this case being [�] Registrar/Registrar to the Offer

Registrar to the Offer, in this case being Intime Spectrum Registry Ltd.

Retail Individual Bidders Individual Bidders (including HUFs and NRIs) who apply or bid for Equity Shares of or for a value of not more than Rs. 1,00,000 in any of the bidding options in the Offer

Retail Portion The portion of the Offer being upto 1,342,500 Equity Shares available for allocation to Retail Individual Bidder(s)

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Price in any of their Bid cum Application Forms or any previous Revision Form(s)

ROC / Registrar of Companies

The Registrar of Companies, West Bengal, Kolkata

Stock Exchanges BSE and NSE Syndicate BRLMs and the Syndicate Members Syndicate Agreement Agreement dated [�] between the Syndicate and our Company & the Selling Shareholder Transaction Registration Slip/TRS

The slip or document issued by the Syndicate Members to the Bidder as proof of registration of the Bid

Underwriters The BRLMs and the Syndicate Members Underwriting Agreement Agreement dated [�] among the Syndicate and our Company to be entered into on or

after the Pricing Date COMPANY/INDUSTRY RELATED TERMS

Term Description

Acre Equals 43,560 sq. ft

Articles / Articles of Association

Articles of Association of Infinity Infotech Parks Ltd.

Auditors The Statutory Auditors of our Company M/s. R. Kothari & Co., Chartered Accountants

Banker(s) to the Company IDBI Bank Ltd., Vijaya Bank, Allahabad Bank, HDFC Bank Ltd., State Bank of India, Syndicate Bank, The Federal Bank Ltd.

Board/Board of Directors Board of Directors of Infinity Infotech Parks Ltd. Director(s) Director(s) of Infinity Infotech Parks Ltd.

Memorandum/ Memorandum of Association / MoA

Memorandum of Association of Infinity Infotech Parks Ltd.

ABBREVIATIONS

Term Description AAI Airport Authority of India A/c Account AGM Annual General Meeting AS Accounting Standards issued by the Institute of Chartered Accountants of India AY Assessment Year BPO Business Process Outsourcing BSE Bombay Stock Exchange Ltd. CA Chartered Accountant CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Ltd. COP Coefficient of Performance DIPP Deparment of Industrial Policy and Promotion DP A depository participant as defined under the Depositories Act, 1996 EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation ECS Electronic Clearing Service EGM Extraordinary General Meeting EPS Earnings Per Share FDI Foreign Direct Investment FEMA

Foreign Exchange Management Act, 1999 read with rules and regulations thereunderand amendments thereto

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Term Description FY Financial Year / Fiscal Period of twelve months ended March 31 of that particular year FIPB Foreign Investment Promotion Board FTE Full Time Employee GDP Gross Domestic Product GoI/Government Government of India GWL Globsyn Webel Ltd. HNI High Networth Individual HUF Hindu Undivided Family IT Information Technology ITES Information Technology Enabled Services IPO Initial Public Offering KVA Kilo Volt Ampere Mn / mn Million MOU Memorandum of Understanding N.A. Not Applicable NAV Net Asset Value NEFT National Electronic Fund Transfer NOC No Objection Certificate NR Non-resident NRE Account Non Resident External Account NRO Account Non Resident Ordinary Account NSDL National Securities Depository Ltd. NSE National Stock Exchange of India Ltd. P/E Ratio Price/Earnings Ratio PAN Permanent Account Number allotted under the Income Tax Act, 1961, PIO Persons of Indian Origin PLR Prime Lending Rate RTGS Real Time Gross Settlement QIB Qualified Institutional Buyer Registration Act Registration Act, 1908 RONW Return on Net Worth Rs. Indian Rupees SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992 SEBI Guidelines SEBI (Disclosure and Investor Protection) Guidelines, 2000 as amended from time to

time SBA Super Built up Area Sq. ft. Square Feet Sec. Section SEZ Special Economic Zone SIA Secretariat for Industrial Assistance Stamp Act The Indian Stamp Act, 1899 Urban Land Ceiling Act/ULC The Urban Land (Ceiling and Regulation) Act, 1976 US / USA United States of America WEBEL West Bengal Electronics Industry Development Corporation Ltd. Notwithstanding the foregoing, in the section titled “Main Provisions of Articles of Association of the Company”, “Statement of Possible Tax Benefits”, “Financial Statements” and disclaimer clauses of BSE & NSE beginning on page 206, 32, 99 and 171 respectively of this Draft Red Herring Prospectus, defined terms have the meaning given to such terms in the Articles of Association of our Company, and otherwise in these respective sections, chapters and paragraphs.

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CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA In this Draft Red Herring Prospectus, lands referred to as “our Lands” or “our Land Reserves” are lands the title/leasehold rights to which is with our Company, or lands from which our Company can derive the economic benefit through a documented framework (such as with third party individuals or corporate entities), or where our Company has executed joint development agreement. In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to the other gender. Financial Data Unless indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our restated financial statements prepared in accordance with Indian GAAP and included in this Draft Red Herring Prospectus. Our fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year. In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off. Currency of Presentation All references to "Rupees" or "Rs." or “INR” are to Indian Rupees, the official currency of the Republic of India. All references to “SGD” or “S$” is the official currency of Singapore. All references to “million” or “Million” or “mn” refer to one million, which is equivalent to “ten lakhs” or “ten lacs”. The financial statements included elsewhere in this Draft Red Herring Prospectus are published in Rupees. This Draft Red Herring Prospectus contains translations of certain Singapore dollar amounts into Indian Rupees at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the Rupee amounts represent such Singapore dollar amounts or could be, or could have been, converted into Singapore Dollars at the rates indicated or at all. Unless otherwise indicated, all translations from Singapore Dollars to Indian Rupees have been made on the basis of rates as on January 01, 2007 of Rs. 28.7586 = 1.00 SGD. (Source: www.x-rates.com) Market Data Market data used throughout this Draft Red Herring Prospectus was obtained from industry data and publications. Industry publications database generally state that the information contained in those publications has been obtained from sources believed to be reliable, but that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured. Although, we believe market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified. Similarly, internal Company reports and data, while believed by us to be reliable, have not been verified by any independent source. The extent to which the market and industry data used in this Draft Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the real estate industry in India and methodologies and assumptions may vary widely among different industry sources.

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FORWARD-LOOKING STATEMENTS

We have included statements in this Draft Red Herring Prospectus that contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are forward-looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:

• the performance of the real estate market and the availability of real estate financing in India; • change in the Indian interest rates scenario • our ability to manage our growth effectively; • our ability to finance our business growth and obtain financing on favourable terms; • our ability to replenish our land reserves and identify suitable projects; • impairment of our title to land; • our ability to compete effectively, particularly in new markets and businesses; • our ability to anticipate trends in and suitably expand our current business lines; • the extent to which we can develop new businesses; • the continued availability of applicable tax benefits; • our dependence on key personnel; • contingent liabilities, environmental problems and uninsured losses; • government approvals; • general economic business conditions in India • changes in government policies and regulatory actions that apply to or affect our business; and • developments affecting the Indian economy and, in particular, Kolkata. • Growth in the IT industry

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” beginning on page viii of this Draft Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Our Company, our Directors, the Selling Shareholder, the members of the Syndicate and their respective affiliates do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, our Company, Selling Shareholder and the BRLMs will ensure that investors in India are informed of material developments until such time as the grant of listing and trading permission by the Stock Exchanges in respect of the Equity Shares allotted in this Offer.

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SECTION II - RISK FACTORS

An investment in the Equity Shares involves a degree of risk. You should carefully consider all the information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. To obtain a complete understanding of our Company, you should read this section in conjunction with the sections entitled “Our Business” beginning on page 46 of this Draft Red Herring Prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 140 of this Draft Red Herring Prospectus as well as the other financial and statistical information contained in this Draft Red Herring Prospectus. If the following risks occur, our business, results of operations and financial condition could suffer, and the price of our Equity Shares and the value of your investment in our Equity Shares could decline. These risks are not the only ones that we face. Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations. Unless otherwise mentioned in the relevant risk factors discussed below, we are not in a position to quantify the extent of the Risks specified herein. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify financial or other implication of any risks mentioned herein under: INTERNAL RISK FACTORS 1. We currently depend entirely on “Infinity Thinktank” for all of our operating income and any failure of the same to

generate income would have an adverse effect on our total income and profitability.

Our income from “Infinity Thinktank” for the fiscal years 2007, 2006 and 2005 was 100%, of our operating income. Until such time as we complete the development of the other planned projects, our total income is and is expected to be primarily as a result of revenues generated from “Infinity Thinktank”, and any failure of the same to generate income would have an adverse effect on our total income and profitability.

2. Our projects portfolio is relatively concentrated in and around Kolkata exposing us to regional risk.

Our project portfolio is mostly concentrated in and around Kolkata. In the event of a slowdown in real estate market in Kolkata or its surrounding areas, or any developments that make projects in Kolkata less economically beneficial, our business, financial condition and results of operation could be adversely affected. For details of our current projects, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus.

3. We are subject to certain restrictions in relation to the land sub-leased by WEBEL.

Land allotted by WEBEL, either to us or to other parties with whom we have entered into development agreements, in Sector V, Salt Lake, Kolkata, is subject to certain restrictions. Pursuant to the terms of the agreement entered with WEBEL, we are required to comply with a number of provisions, such as for transfer or assignment of leasehold right in land and/or the structure thereon, entering into development agreements. In the event that we are not able to satisfy any or all the conditions, we may be in violation of the terms of the agreements. As a result, the allotments of land/development rights made to us may be revoked by WEBEL. In the event that such leases or rights are revoked, it could adversely affect our business. In addition, the agreement relating to the land allotted by WEBEL contains certain revocation clauses. Moreover, WEBEL has the right to re-enter and take the possession of these lands in the event of breach of the terms of agreement.

4. Presently, none of the lands on which our projects are being developed are owned by our Company.

Our land reserves consist of various parcels of land at different locations aggregating to 58.23 acres. None of these lands are owned by our Company directly or through our Subsidiaries. Four of our proposed projects, namely Infinity Benchmark, Infinity BNKe, Godrej Waterside and Infinity DPSC will be developed on lands which have been sub-leased to us or to our joint development partners by WEBEL. In case of Project Infinity BPO, land has been assigned to our Company by the Official Liquidator on leasehold basis and the other two projects namely Infinity Magnacon and KITP SEZ are proposed to be developed on lands where our Company derives economic benefits through our investments in those project specific SPVs. Hence, our Company does not have exclusive rights or control over these lands and our inability to acquire lands directly in our Company may affect our growth and operations.

5. Since we intend to invest in and operate some of our projects, through SPVs, non-performance of such SPVs may

impact our financial performance.

Our interests in some of the existing and future projects, are held by or will be held by SPVs. For further details, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. As a result, although we generate revenues from Infinity Thinktank, our financial condition and results of operations will, in the future, be dependent on the income from and the performance of, such SPVs and the dividends and other distributions we receive from them. As a result, in the event of non-performance of such SPVs, losses incurred by such entities or non-receipt of dividends or other distributions from them, our results of operations and financial condition may be adversely affected.

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6. Title to lands and development rights over land may be subject to legal uncertainties and defects.

Our title over land can be subject to various title-related legal defects that we may not be able to fully identify, assess or resolve. Additionally, in some of our projects that may be executed through joint development agreements with third parties, the title to the land may be owned by our partners, and we cannot assure you that these persons or entities have clear title to such lands. While we always seek to ensure through various means good title to land purchased from third parties, our rights in respect of these lands or development rights may be compromised by improperly executed, unregistered or insufficiently stamped conveyance instruments in the land’s chain of title, unregistered encumbrances in favour of third parties or other title defects. Title defects may result in the loss of title or development rights over such land as well as the cancellation of our development plans in respect of such land, thus negatively impacting our business and financial condition.

7. The estimated total Developable Area with respect to our projects under development is based on existing real estate

regulations and current development plans, and may differ from the actual total Developable area once the projects are complete.

The estimated total Developable Area data presented under the section titled “Our Business” and “Objects of the Offer” in this Draft Red Herring Prospectus with respect to our projects under development has been estimated by us based on real estate regulations and current development plans. Any change in these regulations or plans may lead to changes in the estimated Developable Area, including a reduction in such areas, which could adversely affect our business and results of operations. In addition, our estimates with respect to such area data necessarily contain assumptions that may not prove to be correct. If our estimated Developable Area proves to be greater than our actual Developable Area, our results may fail to meet expectations and our business could suffer.

8. Our inability to acquire large contiguous parcels of land may affect our future development activities.

We propose to build some of our future projects on large parcels of land. We may not be able to acquire such large parcels of land at all or on terms that are acceptable to us. This may prohibit us from developing these large properties or may cause delays or force us to abandon or modify the development of land at a location, which in turn may result in a failure to realise our investment for acquiring such parcels of land. Accordingly, our inability to acquire large contiguous parcels of land may adversely affect our business prospects, financial condition and results of operations. We may also be forced to pay premium amounts for acquiring certain large parcels of lands owing to its size and location. Paying premium amounts for land may limit our ability to fund other property developments and may adversely affect our business, financial condition and results of operations.

9. We have limited operating history as real estate development and management company.

As we started real estate development business in 1995, we have limited operating history as real estate development and management Company. As a result, there is limited historical financial and operating information available to help you evaluate the respective past performance as a real estate development and operation company. In addition, because of our limited operating history as real estate development and management company, our historical financial results may not accurately predict our future performance. Because of our narrow business focus, our financial results are more sensitive to changes and downturns within our industry than companies with more diversified lines of business.

10. We may not control some of the SPVs that will develop the current and future projects described herein.

In some of our existing projects, Equity partners and other investors own substantial equity interest in the SPVs/JVs that will develop the projects described herein. For further details, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. As a result, such equity partners and other investors will have significant control over the respective SPVs/JVs. Such control may limit our flexibility to make decisions relating to such projects and may cause delays or losses.

11. We cannot ensure the satisfaction of the obligations of equity partners and investors in SPVs.

The success of our projects described herein will depend upon the satisfaction of the obligations of the relevant equity partners and other investors in the SPVs that will undertake such projects, such as for the provision of land, financing and other services. Although agreements may legally obligate the equity partners and other investors to provide the relevant services and cooperate with us, we cannot assure you that they will comply with such obligations. Termination of such agreements could also adversely affect our business and results of operations.

12. We are subject to penalty clauses under agreement entered into with respect to “Infinity DPSC” Project, for any

delay in the completion of the project.

As per the agreement that we have entered into with respect to our project titled “Infinity DPSC”, our Co-Party in this project require us to develop the project on time and has penalty clauses wherein we are liable to pay penalty to them for any delay in the completion of the project. We cannot assure you that we will always finish the construction or

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development of our project in accordance with the timelines specified in such agreement. Any inability of our’s to complete these constructions in a timely manner could adversely affect our business, financial condition and results of operations.

13. We are subject to restrictive covenants in certain debt facilities provided to us by our lenders.

There are certain restrictive covenants in the agreements we have entered into with certain banks and financial institutions for secured loans. These restrictive covenants require us to obtain either the prior permission of such banks or financial institutions or require us to inform them of various activities, including, among others, raising of fresh debt, payment of dividend, ability to sell or transfer the secured property, undertaking new projects or undertaking any merger, amalgamation, restructuring or change in management and further permit the concerned lenders to seek early repayments of, or recall the said loans or enhance the interest rates applicable thereto. Some of these agreements provide that our lender has the absolute right to change the terms and conditions of the agreement (including interest rate, payment schedule) and the decision of the lender is final and binding on us. These restrictive covenants may affect some of the rights of our shareholders, including receiving dividends. Any additional financing that we require to fund our capital expenditures, if met by way of additional debt financing, may place restrictions on us which may, among other things, increase our vulnerability to general adverse economic and industry conditions; limit our ability to pursue our growth plans; require us to dedicate a substantial portion of our cash flow from operations to make payments on our debt, thereby reducing the availability of our cash flow to fund capital expenditures, meet working capital requirements and use for other general corporate purposes; and limit our flexibility in planning for, or reacting to changes in our business and our industry, either through the imposition of restrictive financial or operational covenants or otherwise. Additionally, some of our Promoters have given personal guarantees as collateral security for amounts borrowed due under some of these financing agreements. We cannot assure you that Promoters will pay or be able to pay under such collateral security in the event that they are required to do so.

14. We have high capital expenditure requirement. If we experience insufficient cash flows to meet required payments

on our debt and capital expenditure requirements, there may be an adverse effect on our results of operations.

Our capital expenditure requirements and growth strategy require continued access to significant amounts of capital on acceptable terms for the success of our strategy of developing projects. Many proposed developments require significant amounts of capital to complete development. We cannot assure you that market conditions and other factors will permit future project and acquisition financings, debt or equity, on terms acceptable to us or at all. Our ability to arrange financing and the costs of such financing are dependent on numerous factors, including general economic and capital market conditions, credit availability from financial institutions, state of capital markets, investor confidence, the continued success of our projects and laws that are conducive to our raising capital in this manner. Our attempts to consummate future financings may not be successful or on favorable terms and failure to obtain financing on terms favorable to us could have an adverse effect on our business prospects and results of operations.

In addition, it is customary in the business in which we operate to provide mobilization advances in favor of contractors to secure our obligations under contracts. We may not be able to continue obtaining additional indebtedness or other access to capital in sufficient amounts to meet our business requirements. If we are unable to incur sufficient additional indebtedness or have access to capital, our ability to grow could be limited.

15. We have not entered into any definitive agreements to utilize the net proceeds of the Offer and may reallocate the

same to other projects.

We have not yet entered into any definitive agreements concerning Net Offer proceeds. Until we utilize this portion, we intend to hold the same in bank accounts or invest it in high quality interest bearing liquid instruments in accordance with the investment policies approved by our Board of Directors. Our funding requirements and the deployment of the proceeds of the Offer are based on management estimates. In view of the highly competitive nature of the industry in which we operate, we may have to revise our management estimates from time to time and consequently our funding requirements may also change. Accordingly, our management will have flexibility in applying some portion of the proceeds received by us from this Offer. We may also reallocate expenditure to newer projects or those with earlier completion dates in the case of delays in our existing projects.

16. The fund requirements have not been appraised by Banks or Financial Institutions and are based on our

management estimates. In the event of our estimates not being met, our Company’s ability to effectively implement its business plans may be adversely affected.

Our assessment of fund requirement and deployment is based on internal estimates and has not been appraised by any bank or any financial institutions or any independent organization. Our capital expenditure plans are subject to a number of variables, including possible cost overruns, construction/development delays or defects, availability of working capital finance on acceptable terms, and changes in management’s views of the desirability of current plans, among others. In case of any variations in the actual utilization of funds earmarked for the above activities or increased fund

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deployment for a particular activity, our Company may not be able to arrange for finances to meet any such shortfall. The same may adversely affect our Company’s ability to effectively implement its business plans.

17. Our projects may be subject to various regulations and applicable legislation and instances of violations or non-

compliance could adversely affect our properties.

Our properties may be subject to various regulations and applicable legislation. Further, we are also required to comply with various other regulations during the course of development of our properties. Violations or non-compliance of these regulations could result in our not obtaining the required approvals or may incur substantial liabilities.

18. We have not made applications or received approvals for many of our planned Projects.

We have 8 Forthcoming Projects which are in initial stages of development. We are in the process of making the applications to regulatory authorities in connection with the development of these properties. As these property developments are still in initial stages of development, the proposed use and development plans for these properties may be subject to further changes, as may be decided by us keeping in mind various factors including the economic conditions, the prevailing preferences of the consumers and regulations applicable to us. We cannot assure you that we shall receive any of the underlying approvals in a timely manner or at all. In the event that we do not receive these approvals, our business, prospects, financial condition and results of operations could be adversely affected. For further details, see “Government and Other Approvals” on page 163 of this Draft Red Herring Prospectus.

19. We anticipate co- developing or participating in the development of SEZ, which involve various risks.

As part of our real estate development business, we intend to co-develop a SEZ. Our success in the development of SEZ depends on, among other things, our ability to obtain approvals and attract users that would be eligible to conduct business within the SEZ, as well as on the continued availability of fiscal incentives under the SEZ regime. We have not yet been allotted the co-developer status for our proposed SEZ project. We cannot assure you that we will be able to get these approvals. Also, the possibility of withdrawal of the applicable benefits and concessions in the future may adversely affect the attractiveness of SEZ.

20. We may experience difficulties in expanding our business into additional geographic markets within India.

We have limited experience in conducting business outside Kolkata and may not be able to leverage our experience in Kolkata to expand into other cities/towns. Factors such as competition, culture, regulatory regimes, business practices and customs, customer tastes, behaviour and preferences in these cities/towns where we plan to expand our operations may differ from those in Kolkata, and our experience in Kolkata may not be applicable to these cities/towns. In addition, as we enter new markets and geographical areas, we are likely to compete not only with national developers, but also local developers who have an established local presence, are more familiar with local regulations, business practices and customs, have stronger relationships with local contractors, suppliers, relevant government authorities, and who have access to existing land reserves or are in a stronger financial position than us, all of which may give them a competitive advantage over us. Any failure by us to successfully carry out our plan to geographically diversify our business could have a material adverse effect on our revenues, earnings and financial condition.

21. We are currently undertaking and in the future will undertake certain projects jointly with third parties, which may

entail certain risks.

We engage in certain projects by collaborating with third parties that own title to land and we, by virtue of a development agreement, acquire development rights to such land. Although we are generally empowered to make all operating decisions for the development of these projects, we are also required to make certain decisions in consultation with such parties which may limit our flexibility in making such decisions (including those pertaining to development and marketing). Also, we cannot assure you that such persons hold valid title to such land or that they have obtained all necessary approvals and licenses with respect to such land. Further, such parties may have business interests or goals that are inconsistent with ours, such that disputes may arise which could cause delays in completion, or the complete abandonment, of the project. Further, the inability of a partner to continue with a project due to financial or legal difficulties could result in our having increased or sole responsibility for the relevant projects.

22. We rely on various contractors and third parties in developing our current and future projects.

Our current projects under development require the services of contractors and other parties, including architects, engineers, contractors, and suppliers of labour and materials. The timing and quality of construction of the projects we develop depends on the availability and skill of these parties, as well as contingencies affecting them, including labour and raw material shortages and industrial action such as strikes and lockouts. We cannot assure you that skilled third parties or contractors will continue to be available at reasonable rates, or at all, and in the areas in which we develop and operate our projects. As a result, we may be required to make additional investments or provide additional services to ensure the adequate performance and delivery of contracted service and any delay in project execution could adversely affect our profitability. Moreover, as we do not control our contractors, we face the risk that they may not perform their obligations as agreed and within the quality stipulations we provide, and as a result we may incur additional costs or

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even liabilities or claims from third parties. Moreover, under laws of jurisdictions in which we operate, we may be required to make monetary contributions to state authorities in connection with the use of contract labour. If our contractors or third parties do not complete our orders timely or satisfactorily, our costs could increase and our reputation, business, results of operations, and financial condition could be adversely affected. As we expand geographically, we will have to use contractors with whom we are not familiar, which will increase the risk of cost overruns, construction defects and failures to meet scheduled completion dates.

23. Our current projects are still under development and have not commenced operation; these projects are consequently exposed to a number of risks and uncertainties.

Our current projects described in the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus are still under development. The development of these new projects involves various risks including, regulatory risks, contracting risks, financing risks and the risks that these projects may ultimately prove to be unprofitable. These projects under development may pose significant challenges to our management, administrative, financial and operation resources. We cannot provide any assurance that we will succeed in any of these projects or that we will recover our investments. Any delay or failure in the development, financing or operation of any of our new projects, or increase in their costs of development, is likely to affect our business, prospects, financial condition and results of operation. We may be affected by the development of the projects because:

• the contractors hired to complete the projects may not be able to complete the construction of the project on time,

within budget or to the required specifications and standards; • delays in completion and commercial operation could increase the financing and other costs associated with the

construction and cause our forecasted budget to be exceeded; • we may not be able to obtain adequate capital or other financing at competitive rates to complete construction of

and to commence operations of these projects; • our lack of knowledge and experience regarding the regulations applicable to, new geographic areas; and • we may not be able to recover the amounts already invested in these projects if the assumptions contained in the

feasibility studies for these projects do not materialize.

In addition, while we expect insurance policies will be taken to cover natural disaster risks and other insurable risks, we cannot assure you that any cost overruns or additional liabilities would be adequately covered by such insurance policies. As a result, we cannot assure you that the current or our future projects under development will be completed, or, if completed, on time or within budget.

24. Our failure to identify suitable projects in appropriate locations to attract suitable businesses and customers could

adversely affect our business growth.

Our ability to identify suitable projects is fundamental to our business and involves certain risks, including identifying and acquiring appropriate land, appealing to the tastes and needs of our commercial customers, understanding and responding to the requirements of such customers and anticipating the changing trends in India. In identifying new projects, we also need to take into account land use regulations, the land’s location, including access and neighborhood, the land’s proximity to resources such as water and electricity and the availability and competence of third parties such as architects, surveyors, engineers and contractors. We may not be as successful in identifying suitable projects that meet market demand in the future. The failure to identify suitable projects, build or develop properties that meet customer demand in a timely manner could result in lost or reduced profits. In addition, it could reduce the number of projects we undertake and slow our growth.

25. Our inability to provide customers with properties that correspond to their needs could adversely affect our business.

The expansion of our commercial real estate business is dependent on our ability to provide our customers with high quality commercial space. We are focused on developing commercial space, primarily offices, and renting such commercial space. Our growth and success will depend on the provision of high quality commercial space to attract and retain clients who are willing and able to pay rent at suitable levels, and on our ability to anticipate the future needs and expansion plans of such clients. We will incur significant costs for the integration of modern fittings, contemporary architecture and landscaping, as well as the telecommunications, broadband and wireless systems expected by our customers. Our ability to pass these costs on to commercial customers will depend upon a variety of market factors beyond our control. For example, our commercial customers may choose to acquire or develop their own commercial facilities, which may reduce the demand for our commercial properties, thus adversely affecting our Business.

26. A decline in the financial stability of our lessees as well as our prospective lessees may adversely affect our business

and financial results.

We own and lease commercial properties. General economic conditions and other factors may affect the financial stability and business prospects of our lessees and prospective lessees and/or the demand for our commercial real estate. In the event of a default or termination of the lease by the lessee prior to its expiry, we will suffer a rental shortfall and

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incur additional costs, including legal expenses, in maintaining, insuring and re-letting the property. If we are unable to re-let or renew lease contracts promptly, if the rentals upon such renewals or re-leasing are lower than the expected value or reserves, if any, for these purposes prove inadequate, our results of operations, financial condition and the value of our real estate could be adversely affected.

27. Our insurance coverage may not adequately protect us against certain risks and we may be subject to losses that

might not be covered in whole or in part by existing insurance coverage.

We maintain insurance for a variety of risks, including for fire and certain other eventualities. However, there are various other types of risks and losses for which we are not insured, such as loss of business, environmental liabilities, because they are either uninsurable or not insurable on commercially acceptable terms. We also do not carry any key-man insurance. Should an uninsured loss or a loss in excess of insured limits occur, we could incur liabilities, lose capital invested in that property or lose the anticipated future income derived from that business or property, while remaining obligated for any indebtedness or other financial obligations related to our business. Any such loss could result in an adverse effect to our financial condition.

28. We may not be able to successfully develop and market developments in our proposed new segments of our business.

Our business strategy includes our undertaking projects in new segments of real estate development which are new to us, such as mixed-use retail and SEZs. Our ability to successfully develop and market developments in these new segments of our business has not yet been proven. In developing such new segments of our business we face certain risks, including identifying and acquiring appropriately located property, appealing to the tastes of new customers, responding to changing trends in the real estate market in India, and marketing our developed real estate concepts to our customers in competition with more experienced developers. If we fail to successfully develop and market projects in our proposed new segments of our business, we may be unable to fully develop all of our land or fully utilize development rights over such land.

29. The revenues generated from our commercial properties are dependent on market conditions and the willingness and ability of corporate customers to pay rent at suitable levels.

Our business has historically targeted, and will continue to target, select industries. Our growth and success will therefore depend on the provision of high quality space to attract and retain customers who are willing and able to pay rent at suitable levels and on our ability to anticipate the future needs and expansion plans of these customers. We incur significant costs for the integration of modern fittings, contemporary architecture and landscaping. Further, the security, telecommunications, broadband and wireless systems that some of our customers require involve additional costs associated with installation and maintenance. Our retail and commercial properties business would be adversely affected if our targeted industries were to experience a slowdown or if companies in these industries were to scale down their operations.

30. Our business strategy may change in the future and may be different from that which is contained herein and we

cannot assure that we may be successful in executing the same.

In the past, we have followed a build and lease model for properties developed. Further, our developments have primarily focused on commercial (Office space) development. We cannot ensure that we will follow the same business strategy that we have previously followed, in the future. In the future, we may decide to sell properties, or substantially develop residential and retail properties in addition to commercial properties. However, depending on prevailing market conditions and other commercial considerations, our business model in the future may change from what is described herein and we cannot assure that we may be successful in executing the same.

31. We may not be able to compete effectively, particularly in regional markets and in our new businesses, which may

adversely affect our profitability.

We operate our businesses in an intensely competitive and highly fragmented environment. We face significant competition in our business from a large number of Indian real estate developers. The extent of the competition we face in a potential project depends on a number of factors, such as the sector, the size and type of project, the complexity and location of the project and our reputation. Increasing competition could result in price and supply volatility, which could cause our business to suffer.

There can be no assurance that new or existing competitors will not significantly lower their rates or offer greater convenience, services or amenities than those which we will be able to provide. Such developments would affect our ability to compete with them and have a negative impact on our profitability and financial condition. Given the fragmented nature of the real estate development industry, we often do not have adequate information about the projects our competitors are developing and accordingly, we may underestimate supply in the market. As we seek to diversify beyond Kolkata, we face the risk that some of our competitors, who are also engaged in real estate development, may be better known in other markets and enjoy better relationships with corporate customers.

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Some of our competitors are larger than us and have a greater land bank and financial resources. They may also benefit from greater economies of scale and operating efficiencies. Competitors may, whether through consolidation or growth, present more credible integrated projects. There can be no assurance that we can continue to compete effectively with our competitors in the future, and failure to compete effectively may have an adverse effect on our business, financial condition and results of operations. Also, in the areas of business where we are a new entrant to the market, we may not be able to compete effectively with our competitors, some of whom may have greater breadth of experience and qualifications.

32. We may not be successful in implementing our strategies, particularly our growth strategy.

The success of our business will depend greatly on our ability to effectively implement our business and strategies. Please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. Even if we have successfully executed our business strategies in the past, there can be no assurance that we will be able to execute our strategies on time and within the estimated budget, or that we will meet the expectations of targeted customers. We expect our strategies to place significant demands on our management and other resources and require us to continue developing and improving our operational, financial and other internal controls. Our inability to manage our business and strategies could have a material adverse effect on our business, financial condition and profitability.

33. If we are unable to retain or recruit senior management or key personnel, our business could suffer.

Our senior management and key personnel, many of whom have decades of experience in the industry in which we operate, are difficult to replace. Any loss or interruption of the services of such senior management or key personnel, or our inability to recruit qualified additional or replacement personnel, could adversely affect our business by triggering a shortage of personnel, increasing the work-load amongst existing personnel and/or increasing our personnel costs. We generally employ our senior management and key personnel pursuant to an appointment letter, which requires the employee to serve only one to three month’s notice. Moreover, we do not own any key person insurance with respect to our senior management or key personnel.

34. We have not applied for trademark registration of our Logo and our brand “Infinity”. In the event any third party

disputes the right of our Company we may not be able to continue the use thereof.

Our Company has not made any application for registering the logo and brand “Infinity” which are used by our Company. In the event any third party disputes the right of our Company to use the said logo & brand and in the event our Company is unable to successfully defend any such dispute, our Company may not be able to use the said logo or brand in respect of its business. This may have an adverse impact on the business of our Company.

35. Our Promoter Group will continue to exercise significant influence over us, and their interests in our business may

be different to those of other shareholders.

78.09% of our issued and outstanding Equity Shares are currently owned by our Promoter Group. Immediately following this Offer, but assuming no other changes in shareholding, our Promoter Group will own 15,618,050 Equity Shares (representing 65.08% of our issued and outstanding Equity Shares). As such, our Promoter Group exercises significant influence over our business, policies and affairs and all matters requiring a shareholders’ vote. This concentration of ownership may make some transactions more difficult or impossible without the support of these shareholders. We cannot assure you that the interests of our Promoter Group may not conflict with the interests of other shareholders.

36. The financial statements of certain of the entities forming part of our Group Companies are unaudited.

The financial statements for certain entities forming part of our Group Companies are unaudited. The financial statements have not been audited as there is no statutory requirement under the relevant statutes under which these entities are organised to have audited financial statements.

37. We have had negative operating cash flows in recent fiscals.

We have had negative operating cash flows in Fiscal 2005. There can be no assurance that we will not have negative cash flows in the future.

Rs. in Million Particulars June 30, 2007 Fiscal 2007

Fiscal 2006

Fiscal 2005 Fiscal 2004

Net cash from (used in) operating activities

32.64 53.12 17.12 (33.18) 12.23

Net cash from (used in) investing activities

(120.71) (336.51) (165.25) (100.74) (119.51)

Net cash from (used in) financing activities

97.61 285.99 125.95 162.05 107.26

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38. Contingent liabilities could adversely affect our financial condition.

As of June 30, 2007, we had contingent liabilities in the following amounts, as disclosed in our financial statements: Particulars (Rs. in Millions)

Letter of Credit given by our Company to West Bengal State Electricity Board of Rs. 7.36 million keeping a margin money of Rs. 7.36 million

Nil

Letter of Credit given by the Company’s Banker to ETA Melco Elevator Co. LLC, Dubai (U.A.E)

22.36

Bank Guarantee given by the Company’s Banker to Commercial Tax Officer for Rs. 1.27 million and keeping margin money Rs. 0.40 million

0.87

Estimated amount of contracts remaining to be executed on capital account (net of advances)

305.75

Partly Paid-up 7% Non-Cumulative Redeemable Preference shares of Rs.100/- (Rs.5/- each paid-up)

33.25

If these contingent liabilities materialize, our business and financial condition could be adversely affected.

39. Some of our Group Companies have incurred losses.

Some of our Group Companies have incurred losses within the last three fiscal years: Rs. in Million

Particulars Fiscal 2007

Fiscal 2006

Fiscal 2005

Forum Retail & Entertainment Private Limited

(0.04) 0 N.A.

Aarcee Holdings Pte Limited (0.00) (0.00) (0.00) Agio Packaging Ukraine Pte Ltd. (0.02) (0.02) (0.02)

EXTERNAL RISK FACTORS 1. We operate in a highly regulated environment, and existing and new laws, regulations and government policies

affecting the sectors in which we operate could adversely affect our operations and our profitability.

We must comply with extensive and complex regulations affecting the construction and land development processes. These regulations impose on us additional costs and delays, which affect our business and results of operations. In particular, we are required to obtain the approval of numerous central, state and local governmental authorities regulating matters such as permitted land uses, levels of density, the installation of utility services, zoning and building standards. Please refer to the section titled “Regulations and Policies” on page 61 of this Draft Red Herring Prospectus, for a description of laws and regulations applicable to us. Non-compliance with any regulation may lead to penalties, revocation of our permits or licenses or litigation, which could have an adverse effect on our business, results of operations and financial condition.

The regulatory framework, particularly in the real estate industry, in India is evolving. Future government policies and changes in laws and regulations in India may adversely affect our business and operations, and restrict our ability to do business in our existing and target markets. The timing and content of any new law or regulation is not in our control and such new law or regulation could have an adverse effect on our business, results of operations and financial condition.

2. Our business is heavily dependent on the performance of the real estate market and the availability of real estate

financing in India.

Our business is heavily dependent on the performance of the real estate market in India, particularly in the regions in which we operate or intend to operate, and could be adversely affected if real estate prices or market conditions deteriorate. Recently, in India, the prices of real estate have been experiencing significant gains. We cannot assure you that such gains will continue or that the prices of real estate in the areas where we operate or intend to operate, and in India in general, will not adversely fluctuate. As we generate most of our revenues from the lease, a decrease in rental prices of real estate could adversely affect our financial condition and results of operations. The proposed projects would take a substantial amount of time to develop, and we could incur losses if we purchase land at high prices and lease the developed projects during weaker economic periods. Further, the real estate market, both for land and developed properties is relatively illiquid, which may limit our ability to respond promptly to market events.

The real estate market is significantly affected by changes in economic conditions, government policies, interest rates, income levels, demographic trends and employment, among other factors. These factors can negatively affect the demand for and valuation of both our projects under development and our planned projects. For example, lower interest rates may assist us in procuring borrowings at attractive terms for the purchase of land or development of our projects. However, India has experienced rising interest rates over the last three fiscal years, with the RBI repo rate rising from

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6.0% as of March 31, 2005 to 6.50% as of March 31, 2006 and to 7.8% as of March 31, 2007. Rising interest rates could discourage companies, such as us, from incurring indebtedness to purchase land or develop new projects. As such, our business could be adversely affected if the demand for, or supply of, real estate financing at attractive rates and other terms were to be adversely affected.

Additionally, stricter provisioning and risk weightage norms imposed by the RBI in relation to real estate loans by banks and finance companies could reduce the attractiveness of property or developer financing and the RBI or the GoI may take further measures designed to reduce or having the effect of reducing credit to the real estate sector. In the event of any change in fiscal, monetary or other policy of the GoI and a consequent withdrawal of income tax benefits, our business and results of operations may be adversely affected.

3. Taxes and other levies imposed by the Central or State Governments, as well as other financial policies and

regulations, may have an adverse effect on our business, financial condition and results of operations.

We are subject to a number of taxes and other levies imposed by the Central or State Governments in India, particularly, service tax on lease of properties, as well as certain other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in any of the taxes levied by the Central or State Governments may adversely affect our competitive position and profitability.

4. Any future issuance of Equity Shares by us may dilute your shareholding and adversely affect the trading price of

the Equity Shares.

Any future issuance of our Equity Shares by us, including at the completion of the Merger, may dilute your shareholding in our Company, may adversely affect the trading price of our Equity Shares and could impact our ability to raise capital through an issue of our securities. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. Additionally, the disposal of Equity Shares by any of our major shareholders or the perception that such sales may occur may significantly affect the trading price of the Equity Shares. No assurance may be given that we will not issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

5. The government may exercise rights of compulsory purchase in respect of our land.

The Land Acquisition Act, 1894 allows the central and state government to exercise rights of compulsory purchase which, if used in respect of our land, could require us to relinquish land with compensation. The likelihood of such actions may increase as the central and state governments seek to acquire land for the development of infrastructure projects such as roads, airports and railways. Any such action in respect of one or more of our market cities could materially and adversely affect our business.

6. Restrictions on foreign direct investment in the real estate sector may hamper our ability to raise additional capital.

While the GoI has permitted FDI of up to 100% without prior regulatory approval in townships, housing, built-up infrastructure and construction and development projects, it has issued a notification titled Press Note No. 2, which subjects such investment to certain restrictions. Our inability to raise additional capital as a result of these and other restrictions could adversely affect our business and prospects. For more information on these restrictions, see “Regulations and Policies.”

7. A slowdown in economic growth in India could cause our business to suffer.

Our performance and growth are dependent on the health of the Indian economy. The economy could be adversely affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural calamities, interest rates, commodity and energy prices and various other factors. Any slowdown in the Indian economy may adversely impact our business and financial performance and the price of our Equity Shares.

8. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise financing.

Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our capital expenditure plans, business and financial performance and the price of our Equity Shares.

- xvii -

9. Force majeure events, terrorist attacks and other acts of violence or war involving India or other countries could adversely affect the financial markets, result in a loss of investor confidence and adversely affect our business, results of operations, financial condition and cash flows.

Certain events that are beyond our control, such as:

• force majeure events, including earthquakes, cyclones, floods and other natural disasters;

• terrorist attacks; and

• other acts of violence or war (including civil unrest, military activity and hostilities),

Any such event could happen at one or more of the other projects, or in their vicinities, which would adversely affect our business. Moreover, these and other similar events may adversely affect worldwide financial markets and could lead to global economic recession. Such events may also result in a loss of business confidence or have other consequences that could adversely affect our business operations and financial condition. Any of such events could lower confidence in India, as well. The occurrence of any of the foregoing could therefore adversely affect our financial performance or the market price of the Equity Shares, even if unrelated to any of our projects.

10. We are subject to regulatory, economic and political uncertainties in India.

In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of foreign currency reserves. The Indian government provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign investment in specified industries of the economy. We cannot assure you that liberalization policies will continue. Furthermore, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange rates and other matters affecting investment in our Equity Shares could also change. Our financial performance and the market price of our shares may be adversely affected by changes in inflation, exchange rates and controls, interest rates, government of India policies, social stability or other political, economic or diplomatic developments affecting India in the future.

Notes: i. Public Offer of 4,500,000* Equity Shares of face value of Rs. 10/- each for cash at a price of Rs. [�] per Equity Share

(including a share premium of Rs. [�]/- per Equity Share) aggregating to Rs. [�] million (“offer”), comprising of a Fresh Issue of 4,000,000 shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] (“Fresh Issue”) and an Offer for Sale of 500,000 Equity Shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] by the Selling Shareholder (“Offer for Sale”), by Infinity Infotech Parks Limited (“IIPL”, “our Company”). The Offer comprises Net Offer to the public of 4,475,000 Equity Shares at a price of Rs. [�] per Equity Share (”the Net Offer”) and a reservation of upto 25,000 Equity Shares at a price of Rs. [�] per Equity Share for the permanent Employees of our Company (including a share premium of Rs. [�] per Equity Share) (‘the Employee Reservation Portion”). The Offer will constitute 18.75% of the fully diluted Post Offer paid up capital of our Company.

*Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public.

ii. The net worth of our Company as on June 30, 2007 was Rs. 217.77 million and March 31, 2007 was Rs. 214.70 million based on audited, unconsolidated financial statements of our Company.

iii. The average cost of acquisition of Equity Shares by our Promoters is as follows:

Name of the Promoter

Average cost of acquisition

Mr. Ravindra Chamaria

Rs. 10.00

Alternative Power & Fuel (India) Pvt. Ltd.

Rs. 10.00

Forum Real Estate Pvt. Ltd.

Rs. 10.00

iv. The book value per Equity Share as on June 30, 2007 was Rs. 10.89 March 31, 2007 was Rs. 10.74 (Face value of Rs.

10/- per share).

- xviii -

v. Our Company was originally incorporated as “Ganapati Apparels Trexim Ltd.” on December 13, 1991. Subsequently, the name of our Company was changed from “Ganapati Apparels Trexim Ltd.” to “Globsyn Webel Ltd.” and a fresh certificate of incorporation consequent to change of name was granted on October 06, 1995. The name of our Company was further changed from “Globsyn Webel Ltd.” to “Infinity Infotech Parks Ltd.” and a fresh certificate of incorporation consequent to change of name was granted on February 12, 2002

vi. Our Company has not issued any shares for consideration other than cash. vii. Except as disclosed in this Draft Red Herring Prospectus, our Promoters, our Directors and our Key Managerial

Employees have no interest in our Company except to the extent of remuneration and reimbursement of expenses and to the extent of the Equity Shares held by them or their relatives and associates or held by the companies, firms and trusts in which they are interested as directors, member, partner and/or trustee and to the extent of the benefits arising out of such shareholding. See sections titled as “Capital Structure”, “Our Management” and “Our Promoters and their Background” and “Group companies” on pages 17, 78, 89 and 92 respectively.

viii. Investors may contact the BRLMs or the Compliance Officer for any complaints, information or clarifications

pertaining to the Offer. ix. Investors are advised to refer to the section titled “Basis for Offer Price” on page 30 of this Draft Red Herring

Prospectus. x. Refer to the notes to our financial statements relating to related party transactions in the section titled “Related Party

Transactions” on page 97 of this Draft Red Herring Prospectus. xi. All information shall be made available by the BRLMs and the Company to the public and investors at large and no

selective or additional information would be available for a section of the investors in any manner whatsoever. xii. Trading in Equity Shares of our Company for all the investors shall be in dematerialized form only. xiii. Investors may note that in case of oversubscription in the Offer, allotment shall be on proportionate basis to Qualified

Institutional Buyers, Retail Individual Bidders and Non-Institutional Bidders in consultation with the Designated Stock Exchange.

xiv. Under subscription, if any, in the Non-Institutional Portion and Retail Individual Portion would be met with spill over

from other categories at the sole discretion of our Company in consultation with the BRLMs. If at least 60% of the Net Offer cannot be allotted to QIB Bidders, then the entire application money will be refunded. However, if the aggregate demand by Mutual Funds is less than 134,250 Equity Shares, the balance Equity Shares available for allocation in the Mutual Funds Portion will be added to the QIB Portion and be allocated proportionately to the QIB Bidders.

xv. In terms of Rule 19 (2) (b) of the SCRR, this being an Offer for less than 25% of the post-Offer equity share capital, the

Offer is being made through the 100% Book Building Process wherein at least 60% of the Net Offer shall be allocated on a proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to the Mutual Funds only and the remainder of the QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 60% of the Offer cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, up to 10% of the Net Offer will be available for allocation on a proportionate basis to Non- Institutional Bidders and up to 30% of the Net Offer will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Offer Price. Further, upto 25,000 shares shall be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received at or above the Offer Price. Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public

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SECTION III – INTRODUCTION

SUMMARY This is only a summary and does not contain all information that you should consider before investing in our Equity Shares. You should read the entire Draft Red Herring Prospectus, including the information on “Risk Factors” and our “Financial Statements” and related notes beginning on page viii and page 99 of this Draft Red Herring Prospectus, before deciding to invest in our Equity Shares. Industry Overview The Indian Economy India is the second most populous country, and the most populous liberal democracy in the world, with India's Central Statistical Organization estimating a population of 1,112 million people as at October 01, 2005. According to the World Bank, India was the twelfth largest economy in the world in the year ended March 31, 2005, and the fourth largest economy in the world in terms of purchasing power parity GDP according to International Monetary Fund, 2006 with a nominal GDP estimated to be US$ 731 billion. (Source: World Bank) Since 1991, India has gradually opened up its markets through economic reforms and reduced government controls on foreign trade and investment. The key reforms were focused on implementing fundamental economic reforms, deregulating industry, accelerating foreign investment and pushing forward a privatization program for disinvestment in various public sector operations. In part as a result of the reform program, India's economy has recently registered significant growth, with the real GDP (at factor cost) growth of 8.5%, 7.5%, 9.0% & 9.4% for the financial year ended 2004, 2005, 2006 & 2007 and growth of 120% from the year ended March 31, 1991.

In ‘000 crores $ in billions

GDP at factor cost FDI Equity Inflow

2,047.72,222.6

2,389.72,604.5

2,848.2

3.8%

8.5%

7.5%9.0%

9.4%

0.0

700.0

1,400.0

2,100.0

2,800.0

Rs3,500.0

2002-03 2003-04 2004-05 2005-06 2006-07

0.0

4.0

8.0

12.0

16.0

20.0%

GDP % growth

2.7 2.2

15.7

3.2

5.5

183.6%

-33.0%

-18.3%

44.7%

72.3%

0.0

4.0

8.0

12.0

16.0

$20.0

2002-03 2003-04 2004-05 2005-06 2006-07

-50.0

0.0

50.0

100.0

150.0

200.0

Source: CSO Source: DIPP

Foreign Direct Investment (“FDI”) The Indian Government has taken a number of steps to encourage and facilitate FDI investments. With increased liberalization, equity caps on FDI exist only in limited sectors. The inflow of Foreign Direct Investment (FDI) has registered robust growth in the current financial year. As per UNCTAD, India surpassed South Korea to become the fourth largest recipient of FDI in the Asia-Pacific region during the financial year 2006-07. During April-May 2006, total FDI inflows were Rs.151.8 billion or US$3.7 billion. Cumulative FDI inflows since August 1991 up to March 2007 were Rs.2,320.4 billion or US$54.6 billion (Source: DIPP). According to the UNCTAD’s world investment report, 2005, India is the second most attractive investment destination among Transnational Corporations. Overview of Real Estate Sector in India Technically the term ‘real estate’ is defined as land, including the air above it and the ground below it, and any buildings or structures on it. It is also referred to as realty. The real estate/construction sector plays an important role in the overall development of a country, as it is this sector that defines the country’s infrastructure. The main stakeholders in the real estate market are the landlords, developers, builders, real estate agents, tenants and buyers.

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Activities in the real estate sector may broadly be classified into (i) Residential, (ii) Commercial (iii) and the Retail segment.

Residential RetailCommercial

The Real EstateIndustry

The Residential Segment Residential segment is the biggest segment in the real estate industry of India. With a growing population and increasing urbanization, improving demographics, the joint family system giving way to formation of nuclear families, rise in disposable income coupled with the propensity to spend fuelled by a rise in employment opportunities, the demand for housing in India as it stands today far exceeds the supply. The Tenth Five-Year Plan (2002-2007) estimated a shortage of 22.4 million housing units. Thus, over the next 10 to 15 years, 80 to 90 million housing units will have to be constructed with a majority of them catering to middle and lower income groups. The investment required for constructing the houses and related infrastructure in this period would, thus, be to the order of US $ 666 billion at roughly US $ 33 billion to US $ 44 billion per year (Source: FICCI). The Commercial Segment Commercial Segment is the next biggest segment, with highest contribution of 80% coming from IT/ITES sector (Source: Knight Frank). IT/ITES has generated huge employment opportunities, with the total number of employees crossing a million in FY05 (Source: Nasscom). By 2008 the IT/ITES sector is anticipated to employ an additional of 0.8 million professionals (Source: Knight Frank). To service this huge number, it is estimated that the IT/ITES sector would require fully developed space amounting to 60-80 mn.sq.ft. over a span of the next three years (Source: Knight Frank). Knight Frank Research indicates that the current frenetic pace of development undertaken by various developers across the country would result in a total office space supply of approximately 103 mn sq.ft by the year 2008 (this includes IT/ITeS office space + office space supply for other sectors, taking into account projects under construction also). The Retail Segment Retail in India is currently estimated to be a $230 billion industry, of which organized retailing makes up 3% or roughly $7 billion in contrast to which organized retail is the biggest industry in the world with 25 companies, of the top 50 fortune 500, in the retailing business (Source: Knight Frank). But with increased liberalization, improved infrastructure, adoption of modern technology, growing pool of skilled and trained manpower, organized retail in India is expected to grow at the rate of 25-30% per annum and is projected to attain a size of $23 billion by 2010 (Source: Knight Frank). Currently, there are a total of 361 mall projects underway in India, 227 are in the top 7 cities while 134 are distributed over various Tier-II and Tier-III cities. These statistics reveal the far-reaching effects of positive macro trends in changing the consumer preferences and shifting mindsets towards organized retailing experience. Besides new malls, close to 35 hypermarkets, 325 large department stores and over 10,000 new outlets are also under development. (Source: Knight Frank). Business Overview We are an IT/ITeS infrastructure provider with a business model built around quality, innovation and customer orientation, a lease-based revenue model, currently with a key focus on the eastern region of India. In 1995, our Company formed a strategic alliance with West Bengal Electronics Industry Development Corporation Ltd. (WEBEL - a nodal agency of Government of West Bengal for developing IT and ITeS industries in the state) with the objective of creating state-of-the-art IT / ITeS infrastructure, offering a complete range of services to both IT related and enabled companies. Our proposition is ‘Intelligent Buildings’, a creation of design, high-tech service infrastructure, primarily for corporate houses and companies operating in the IT/ITeS space. We were keen to partner with and support the state government in its initiatives to position West Bengal as a key destination for Indian and global IT/ITeS companies through the development of quality infrastructure and formulation of policies. Our product offering is built on the philosophy of quality, innovation and customer orientation and it is our endeavour to develop each of our projects with the following common features:

• Latest Architecture and environmental design • Civil construction and structural fabrication

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• Uninterrupted power • Global high bandwidth networking and dedicated telephone lines • Building automation systems • Facility management • Disaster recovery systems

Our operational asset, “Infinity Thinktank”, has a total rentable area of approx. 300,000 sq.ft. which is fully leased out and occupied and we have seven other projects aggregating to a developable area 7.38 mn. sq.ft. at various stages of implementation in Kolkata of which our share is approx 4.00 mn. sq.ft and one project in Guwahati aggregating to 0.66 mn sq.ft. out of which our share is approx. 0.29 mn sq.ft. Post commissioning of these projects, we will be a large provider of IT/ITeS space in Salt Lake Sector V, considered to be the IT/ITeS hub of West Bengal. In addition, as part of our expansion strategy, we intend to develop IT/ITeS based township projects in eastern India. Competitive Strengths Our principal competitive strengths include the following: Brand Recognition Our Company promoted the ‘Intelligent Building’ concept in West Bengal and delivered to the customers a technological development with a number of additional facilities and services. With a large inventory under implementation but built with the same value proposition and commitment, we believe Infinity is recognized as a brand that is capable of developing IT/ITeS infrastructure with an emphasis on technology, environmental values and work-life environment, ahead of competition. Government Partnership & Support We believe our relationship with the local authorities/government is a key strength of our organization. Our foray into development of world-class IT/ITeS infrastructure was through a joint venture with WEBEL, a government body whose support and encouragement we enjoy till this date. Our partnership with WEBEL has resulted in the allotment of two other plots of land in Salt Lake Sector V to our Company. Land Bank & Land Sourcing Capabilities Kolkata is witnessing growth in the IT/ITeS industry which has resulted in a demand-supply gap. We believe we differentiate ourselves in terms of our ability to source strategic parcels of land in prime existing locations such as Salt Lake Sector V and in upcoming IT hubs such as Bantalla. Our (including projects executed under SPV/Subsidiary) land bank has a planned development of approx 7.38 mn sq.ft. making us a potentially large provider of IT/ITeS space at sought after locations in Kolkata. Product Concept & Service Proposition Our name signifies limitless possibilities. Our endeavor is to constantly innovate and strive to exceed customer expectations in terms of both product and services. Our completed project Infinity Thinktank offers to our clientele an experience of high-tech design combining environmental values and robust engineering coupled with a dedicated 24/7 customer service team. Going forward, we intend to leverage our core capabilities and raise the bar with each new project, Infinity Benchmark being one such example which is being designed in order to obtain the ‘Green Building certification’ (which revolves around energy efficiency and conservation) from United States Green Building Council.. Client Satisfaction & Loyalty We understand the impact of design, quality, convenience, responsiveness and social environment on our clients’ business efficiency and strive to incorporate the above in each of our projects. Although ours was among the first few IT parks in Kolkata, we provided our customers with hi-tech facilities such as a dedicated telephone exchange with a remote switching unit, direct fiber optic connectivity to VSNL, 4000kva power supply, an Integrated Building Management System (IBMS) and a customer service team to ensure single point interface for quicker response time.

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Delivery Model Our delivery model revolves around a core strategy, planning and execution team that liaises with industry specialists across various development activities. We believe that this approach provides for adoption of global design and technology with the critical planning and execution monitoring team being in-house. Brief overview of development activities and our associates is provided below:

• Design & Architecture

• Structural Design

• Interior Design

• Energy Models

• Construction

• Electrical Management/Building Management Systems

• Marketing Set-up

• Customer Response Cell

• Legal Advisors

• Project Monitoring

• Procurement Business Strategy Key elements of our business strategy are: Play to our strengths and grow We are an IT/ITeS infrastructure provider with a business model built around quality, innovation and customer orientation, a lease-based revenue model and a regional focus. Going forward, in the short to medium term, we intend to leverage our existing business model and core strengths to scale up our projects to large townships wherein IT/ITeS facilities remain the core component, and diversify into development of office complexes and retail malls both with a similar revenue model. We recognize & acknowledge the value proposition of strategic partners in such developments and intend to enter into joint venture arrangements where we deem fit. In the medium to long term, we intend to go a step forward and integrate with reputed infrastructure developers as we foresee potential synergies in the partnership. We believe we can bring to the table our familiarity with the geography, our development experience and our local relationships whereas our potential partners bring with them their core infrastructure development experience. Together, we believe we can undertake a number of infrastructure cum township projects approved and awarded to us by the government. As a step towards achieving this objective, we have entered into an MoU with Navyuga Engineering Company Limited, a multi-disciplinary engineering and construction company, executing civil, marine, irrigation, industrial and infrastructure projects on turnkey and EPC basis. Lead the Way The genesis of our operational project ‘Infinity Thinktank’ was the common vision of the state government and our Company. We believe that it was this vision that brought about a revolution in the otherwise nascent IT/ITeS industry in Kolkata setting the benchmarks for design, technology & services in the region. We intend to carry forward this ability and expertise to other emerging locations within our preferred geography, Eastern India, and aim to achieve this ahead of other players in the industry. We also intend to, on a case-by-case basis, undertake a few selective projects at other locations in India wherein the opportunity is clearly viable. Employ best practices and practitioners Our approach in the past and going forward will be to engage reputed consultants & professional firms in the domestic and global industry for critical development activities. Examples of such specialists are architecture & design firms, interior design firms, structural design consultancies, contractors, building management consultancies etc. We intend to engage such global names that bring with them global designs & practices and a rich execution history. Our internal planning & execution team will liaise with the specialists and program manage the entire exercise. We do not intend to enter into any exclusive arrangements with any such firm for all our projects.

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SELECTED FINANCIAL AND OPERATING DATA OF OUR COMPANY The following tables set forth summary financial information derived from our unconsolidated restated financial statements as of and for the period ended June 30, 2007 and the years ended March 31, 2007, 2006, 2005, 2004 and 2003. These financial statements have been prepared in accordance with Indian Accounting Standards, the Companies Act and the SEBI Guidelines and are presented in the section titled “Financial Statements” beginning on page 99 of this Draft Red Herring Prospectus. The summary financial information presented below should be read in conjunction with our restated financial statements, the notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 140 of this Draft Red Herring Prospectus.

RESTATED SUMMARY STATEMENT OF ASSETS & LIABILITIES AS RESTATED

The assets and liabilities of the company as at the end of each financial year ended on March 31, 2002, 2003, 2004, 2005, 2006 & 2007 and for the period ended June 30, 2007 are as set out below. The assets and liabilities read with significant accounting policies and notes annexed hereto have been arrived at after making such regroupings as are considered appropriate.

Rs. in Millions

Particulars As at

30.06.2007 As at

31.03.07 As at

31.03.2006 As at

31.03.2005 As at

31.03.2004 As at

31.03.2003

Fixed Assets:

Gross Block 580.92 580.38 583.78 437.60 299.97 253.36

Less: Depreciation 57.43 53.79 39.49 29.32 20.82 14.23 Net Block 523.49 526.59 544.29 408.28 279.15 239.13

Net Block 523.49 526.59 544.29 408.28 279.15 239.13

Capital work-in progress 505.02 407.33 77.47 167.65 207.70 133.01

Total Fixed Assets (A) 1028.51 933.92 621.76 575.93 486.84 372.13

Investments (B) 137.90 115.40 107.05 - - - Current Assets, loans and Advances:

Sundry Debtors 8.51 7.82 6.44 4.63 7.27 10.38 Fixed Deposits pledged with bank 7.11 7.11 5.36 3.15 - 1.63

Cash & Bank Balances 18.48 8.94 6.33 28.51 0.37 0.40

Loans and Advances 119.77 146.41 80.14 73.27 16.49 6.85 Total (C) 153.87 170.28 98.27 109.56 24.13 19.24

Liabilities and Provisions:

Secured Loans 801.30 704.14 437.41 408.47 281.25 236.08

Unsecured Loans 5.00 5.00 - - - - Current Liabilities and Provisions 133.48 133.47 31.39 22.25 13.46 8.50

Other Term Liabilities 162.73 162.28 148.02 64.45 29.62 18.28

Total (D) 1102.51 1004.89 616.82 495.17 324.33 262.86

Net worth (A+B+C-D) 217.77 214.71 210.26 190.32 186.64 128.52

Net worth represented by

Share Capital (A) 200.00 200.00 200.00 186.56 186.56 133.41

Reserves & Surplus (B) 22.04 18.55 10.26 3.76 0.08 -

Share Application (C) - - - - - 2.40 Miscellaneous Expenditure (To the extent not written off or adjusted)(D) 4.27 3.84 - - - 7.29

Net worth (A+B+C-D) 217.77 214.71 210.26 190.32 186.64 128.52

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SUMMARY STATEMENT OF PROFITS & LOSSES AS RESTATED

We report that the profits/(Loss) of the company for the financial year ended on 31st March 2003,2004,2005, 2006, 2007 and period ended June 30, 2007 are as set out below. The Profit and Loss Account read with significant accounting policies and notes annexed hereto have been arrived at after charging all expenses of manufacture, working and management including depreciation and after making such adjustments and regroupings as are considered appropriate.

Rs. in Millions

For the year ended

PARTICULARS 30.06.2007

31.03.2007 31.03.2006 31.03.2005 31.03.2004 31.03.2003

Income

Operating Income 22.74 88.40 81.41 43.93 27.94 22.22 Maintenance Charges 4.11 15.56 12.45 8.33 6.32 6.40

Other Income 0.10 3.11 0.29 1.75 4.61 0.73

Adjustment related to earlier year - 8.40 TOTAL INCOME 26.95 107.07 94.15 54.01 38.87 37.75

Expenditure

Employment Cost 2.44 6.86 5.74 3.80 1.74 2.95 Administrative & General Expenses 6.01 26.12 23.56 16.04 8.77 10.12

TOTAL EXPENDITURE 8.45 32.98 29.30 19.84 10.51 13.07 Profit before Interest, Depreciation ,Tax & Prior period items 18.50 74.09 64.85 34.17 28.36 24.68

Interest 11.28 39.20 39.55 21.57 13.12 18.11 Depreciation 3.63 14.45 12.88 8.50 7.25 6.20 Profit/(Loss) before Tax & Prior period items 3.60 20.44 12.42 4.10 7.99 0.37 Provision for Taxation - 2.30 1.06 0.35 0.62 0.04 Income Tax for earlier year - 0.07 Provision for Deferred Tax - Provision for Fringe Benefit Tax 0.10 0.49 0.30 Net Profit/(Loss) after Tax as per audited Balance Sheet(A) 3.50 17.65 11.06 3.68 7.37 0.33 Adjustment on account of change in Accounting Policy (B) (8.40)

Adjusted Profit & Loss(A-B) 3.50 17.65 11.06 3.68 7.37 (8.07) Carry forward Profit/(Loss) from previous Year 9.54 6.26 3.76 0.08 (7.29) 0.78 Amount Available for appropriation 13.04 23.91 14.82 3.76 0.08 (7.29) Appropriations:

Proposed Dividend - 8.00 4.00

Corporate Dividend Tax - 1.36 0.56

Transfer to General Reserve - 5.00 4.00 Profit/(Loss) carried to Balance Sheet 13.04

9.55 6.26

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CASH FLOW STATEMENT FROM THE RESTATED FINANCIAL STATEMENT FOR THE YEAR/PERIOD ENDED 31ST MARCH 2004, 2005, 2006, 2007 & PERIOD ENDED JUNE 30, 2007.

Rs. in Millions

Particulars 30-06-07

31.03.2007 31.03.2006 31.03.2005 31.03.2004

A. Cash Flows from Operating Activities

Net Profit before Tax 3.60 20.43 12.42 4.10 7.99 Adjustments for:

Depreciation 3.63 14.30 10.17 8.50 6.59

Reversal for diminution in value of current investments

Amount written off - (0.06) (0.01) (0.01) (0.16)

Operating Profit before Working Capital Changes 7.23 34.67 22.58 12.59 14.42

Adjustments for:

Sundry Debtors/ Receivables (0.69) (1.38) (1.81) 2.64 3.11

Loans & Advances 26.80 (63.94) (3.35) (56.72) (9.64) Trade/ other Payables - 90.42 3.50 9.06 4.37 Other Current Assets (0.43) (3.84)

Cash Generated from Operating activity 32.91 55.93 20.92 (32.43) 12.26

Direct Taxes & Fringe Benefit Taxes Paid (0.27) (2.81) (3.81) (0.75) (0.03)

Net Cash from Operating Activities 32.64 53.12 17.11 -33.18 12.23

B. Cash Flows from Investing Activities

Purchase of Fixed Assets & Capital Work –in –progress

(98.21) (326.46) (56.01) (97.59) (121.30)

Investment in Subsidiaries & Joint ventures (22.50) (8.35) -

Purchase of Other Investments - (1.75) (107.05)

Short Term Deposits/ Secured Loans - 0.05 (2.21) (3.15) 1.63

Other Activities - 0.01 0.01 0.16

Net Cash used in Investing Activities (120.71) (336.51) (165.26) (100.74) (119.51)

C. Cash Flows from Financing Activities

Proceeds from Issued Capital (Including Premium) - 13.44 50.75

Increase in Bank Borrowings 97.16 266.72 28.95 127.22 45.17

Increase in other Borrowings 0.45 19.27 83.56 34.84 11.34

Net Cash generated from Financing Activities 97.61 285.99 125.95 162.06 107.26

Net Increase/(Decrease) in Cash and Cash

Equivalents (A+B+C) 9.54 2.61 (22.20) 28.14 (0.02)

Cash and Cash Equivalents at the beginning of period

8.94 6.33 28.51 0.37 0.40

Cash and Cash Equivalents at the end of period 18.48 8.94 6.31 28.51 0.38

Notes: 1. The above Cash Flow has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on

Cash Flow Statement issued by Institute of Chartered Accountants of India.

2. The Accounting Standard on cash flow Statement issued by the Institute of Chartered Accountants of India was not applicable for the years ended March 31,2002, 2003, & 2004.

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THE OFFER Equity Shares offered: Through Fresh Issue by the Company *4,000,000 Equity Shares Through Offer for Sale by the Selling Shareholder Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”)

500,000 Equity Shares

Total *4,500,000 Equity Shares Of which Employee Reservation portion Upto 25,000 Equity Shares Net offer to the Public *4,475,000 Equity shares Of which: Qualified Institutional Buyers portion

At least *2,685,000 Equity Shares comprising of at least 60 % of the Net Offer to the Public (allocation on a proportionate basis) out of which 5% i.e. *134,250 Equity Shares will be available for allocation to Mutual Funds and the remaining QIB portion will be available for allocation to QIBs including Mutual Funds.

Non-Institutional portion Upto *447,500 Equity Shares comprising of upto 10% of the Net Offer to the Public (allocation on a proportionate basis).

Retail portion Upto *1,342,500 Equity Shares comprising of upto 30% of the Net Offer to the Public (allocation on a proportionate basis).

Equity Shares outstanding prior to the Offer 20,000,000 Equity Shares of Rs. 10/- each Equity Shares outstanding after the Offer 24,000,000 Equity Shares of Rs. 10/- each Use of proceeds Please see section entitled “Objects of the Offer” on [•] of this Draft Red

Herring Prospectus for additional information. *Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public ** Subject to valid Bids being received at or above the Offer Price. Under subscription, if any, in the Non-Institutional Portion and Retail Individual Portion and Employee Reservation Portion would be met with spill over from other categories at the sole discretion of our Company in consultation with the BRLMs. If at least 60% of the Net Offer cannot be allotted to QIB Bidders, then the entire application money will be refunded. However, if the aggregate demand by Mutual Funds is less than 134,250 Equity Shares (QIB Portion is 60% of the Net Offer , i.e. 2,685,000 Equity Shares), the balance Equity Shares available for allocation in the Mutual Funds Portion will be added to the QIB Portion and be allocated proportionately to the QIB Bidders.

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GENERAL INFORMATION Our Company was originally incorporated as Ganapati Apparels Trexim Ltd. on December 13, 1991 in Calcutta under the Companies Act, 1956 vide registration no. 21-53828 of 1991 and received the Certificate for Commencement of Business on December 16, 1991. The name of our Company was changed to Globsyn Webel Ltd. and a fresh certificate of incorporation was granted to our Company on October 06, 1995. The name of our Company was further changed to Infinity Infotech Parks Ltd. and a fresh certificate of incorporation consequent to change of name was granted to our Company on February 12, 2002. Registered & Corporate Office of our Company “INFINITY”, Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091,West Bengal; Tel: +91-33-2357 3686; Fax: +91-33-2357 3687; Email: ipo@infinityitpark.com; Website: www.infinityitpark.com Address of the Registrar of Companies

Our Company is registered under the Corporate Identity No. U17122WB1991PLC053828 at the office of the Registrar of Companies, West Bengal, “Nizam Palace”, 2nd MSO Building, 2nd Floor, 234/4, A.J.C. Bose Road, Kolkata 700 020. Tel. No.: +91-33-22800409; Fax No. +91-33-22473795. Board of Directors of Our Company

1. Mr. Ravindra Chamaria, Chairman & Managing Director (Executive) 2. Mr. Pulak Chamaria, Executive Director 3. Mr. Bikram Dasgupta, Non-Executive Director, 4. Ms. Ranjana Dasgupta, Non-Executive Director 5. Mr. Sujit Sen, Nominee Director of WEBEL 6. Mr. Probir Chandra Chatterjee, Independent Director 7. Mr. Ramesh Kumar Khemka, Independent Director 8. Mr. Rajeshwar Kumar Khanna, Independent Director 9. Mr. Sujit Poddar, Independent Director 10. Mr. Sunand Sharma, Independent Director

For further details of our Chairman & Managing Director and other Directors, see the section titled "Our Management" beginning on page 78 of this Draft Red Herring Prospectus. CFO & Company Secretary and Compliance Officer Mr. N. K. Chandak CFO & Company Secretary ‘INFINITY’ Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091. Tel No: +91-33-2357 3686 Fax: +91-33-2357 3687 E-mail: ipo@infinityitpark.com Website: www.infinityitpark.com Investors can contact the Compliance Officer in case of any pre-Offer or post-Offer related problems such as non-receipt of the letters of allotment, credit for allotted Equity Shares in the respective beneficiary account or refund orders etc.

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Book Running Lead Managers

IL&FS Investsmart Securities Ltd. The IL&FS Financial Centre Plot No. C-22, G Block Bandra-Kurla Complex, Bandra (East) Mumbai 400 051. Tel: + 91-22-2653 3333 Fax: + 91-22-6693 1862 Email ID: infinity.ipo@investsmartindia.com Website: www.investsmart.in Regn. No.: MB/INM000002475 Contact Person: Mr. Bhavin Ranawat

Anand Rathi Securities Ltd. 11th Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Tel.: +91-22-4047 7000 Fax: +91-22-4047 7070 Email: infinity.ipo@rathi.com Website: www.rathi.com Regn. No.: MB/INM000010478 Contact Person: Mr. Satish Ganiga

Avendus Capital Pvt. Ltd. IL&FS Financial Centre B Quadrant, 5th Floor, Bandra Kurla Complex, Bandra (E), Mumbai 400 051 Tel: + 91-22-66480050 Fax: + 91-22-66480040 Email: infinity.ipo@avendus.com Website: www.avendus.com Regn. No.: MB/INM000011021 Contact Person: Mr. Suraj Chhabria

Legal Advisor to the Offer Khaitan & Co. Advocates, Notaries, Patent & Trade Mark Attorneys Emerald House, 1B, Old Post Office Street Kolkata 700 001. Tel : +91 33 2248 7000 Fax: +91 33 2248 7656 Email Id: trivikram@khaitanco.com sucharita@khaitanco.com Contact Person: Mr. Trivikram Khaitan Ms. Sucharita Basu Registrar to the Offer Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West) Mumbai 400 078 Tel No. +91 22 25960320 Fax No. +91 22 25960328 / 29 Email ID: iipl.ipo@intimespectrum.com Contact person: Mr. Sachin Achar Statutory Auditors to the Company M/s. R. Kothari & Company Chartered Accountants 16A, Shakespeare Sarani Kolkata 700 071 Tel: +91-33-2282 6807 Fax: +91-33-2282 5921 Email id: rkothari_company@rediffmail.com Contact Person: Mr. Sanjeeb Agarwal

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Bankers to our Company Allahabad Bank, Gariahat Branch 51/D Gariahat Road, Kolkata – 700 019 Tel.: +91-33-2454 0148 Fax.: +91-33-2454 0147 E-mail: gariahtbr@cal.allahabadbank.co.in Contact Person: Mr. Hari Mohan

HDFC Bank Ltd. 3A Gurusaday Road Kolkata – 700 019 Tel.:+91-33-2283 6924/0361 Fax.: +91-33-2283 6922 E-mail: preeti.sharma@hdfcbank.com sandeep.jhawar@hdfcbank.com Contact Person: Ms. Preeti Sharma Mr. Sandeep Jhawar

IDBI Bank Ltd. 44, Shakespeare Sarani, Post Bag No. 16102. Kolkata – 700 017 Tel.: +91-33-2290 0014 Fax.: +91-33-2290 8834 E-mail: anima.hembram@idbi.co.in Contact Person: Anima Hembram

State Bank of India, Saltlake Electronics Complex, XI B/1, E.P. Block, Sector V, Bidhan nagar, Kolkata – 700 091 Tel.: +91-33-2357 0527 Fax.: +91-33-2357 5140 E-mail: sbisltec@vsnl.com Contact Person: Mr. Prithvijeet Das

Syndicate Bank, Salt Lake Branch, BB 24, Sector I, Salt Lake, Kolkata – 700 064 Tel.: +91-33-2337 1143 Fax.: +91-33-2334 0124 E-mail: sekharesh@yahoo.co.in Contact Person: Mr. Sekharesh Chatterjee

The Federal Bank Ltd. 21A Shakespeare Sarani, Kolkata – 700 017 Tel.: +91-33- 2282 8292/8263 Fax.: +91-33-2282 2562 E-mail: calk@federalbank.co.in Contact Person: Mr. Reggie V. John

Vijaya Bank N S Road Branch, Gillander House, 8 N S Road, Kolkata – 700 001. Tel.: +91-33-2230 5284/5285/6352 Fax.: +91-33-2230 9205 E-mail: kol.nsroad7218@vijayabank.co.in Contact Person: Mr. G. K. Bhat

Bankers to the Offer and Escrow Collection Bank(s) [●] Refund Banker to the Offer [●] Brokers to the Offer All the members of the recognized stock exchanges would be eligible to act as the Brokers to the Offer.

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Statement of Inter-se Allocation of Responsibilities among the BRLMs for the Offer Sr. No

Activities Responsibility Co-ordinator

1. Capital structuring with relative components and formalities IISL ARSL AAPL

IISL

2. Due diligence of Company’s operations/ management/ business plans/ legal etc. Drafting and design of Draft Red Herring Prospectus and of statutory advertisement including memorandum containing salient features of the Prospectus. The BRLMs shall ensure compliance with stipulated requirements and completion of prescribed formalities with the Stock Exchanges, RoC and SEBI including finalization of Prospectus and RoC filing

IISL

ARSL AAPL

IISL

3. Drafting and approval of all statutory advertisements

IISL ARSL AAPL

IISL

4. • Preparation and finalization of the road-show presentation • Approval of all non-statutory advertisement including

corporate advertisements

IISL ARSL AAPL

IISL 5. Appointment of the advertising agency and Escrow Collection Banks

for the Offer IISL

ARSL AAPL

ARSL

6. Appointment of Printers and Registrar for the Offer

IISL ARSL AAPL

ARSL

7. International Institutional marketing of the Offer, which will cover, among other things,

• Finalizing the list and division of investors for one to one meetings; and

• Finalizing road show schedule and investor meeting schedules.

IISL ARSL AAPL

IISL

8. Domestic Institutional marketing of the Offer, which will cover, among other things,

• Finalizing the list and division of investors for one to one meetings; and

• Finalizing road show schedule and investor meeting schedules

IISL ARSL AAPL

IISL

9. Retail / HNI marketing strategy which will cover, among other things, • Finalizing centers for holding conferences for brokers, etc • Formulating media, marketing and, Public Relations strategy; • Follow-up on distribution of publicity and other material

including form, prospectus and deciding on the quantum of the Offer material; and

• Finalize collection centers

IISL ARSL AAPL

ARSL

10. Managing the book

IISL ARSL AAPL

ARSL

11. Finalization of Pricing in consultation with the Company IISL ARSL AAPL

AAPL

12. Co-ordination with stock exchanges for book building software, bidding terminals and mock trading

IISL ARSL AAPL

ARSL

13. Post bidding activities including management of Escrow Accounts, co-ordination of allocation and intimation of allocation with Registrar and Banks, Refund to Bidders, etc. The post Offer activities will involve essential follow up steps, which must include finalization of listing and trading of instruments, , demat and delivery of shares and refunds, with the various agencies connected with the work such as Registrars to the Offer, Bankers to the Offer and the bank handling refund business. The BRLMs shall be responsible for ensuring that these agencies fulfill their functions and enable it to discharge this responsibility through suitable agreements with the Company

ARSL

ARSL

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Monitoring Agency There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines as the offer size is less than Rs. 5000 million. The Audit Committee appointed by our Board of Directors will monitor the utilization of the Offer proceeds. Credit Rating

As this is an Offer of Equity Shares, credit rating is not required.

IPO Grading This Offer has been graded by [●] as [●] indicating [●], pursuant to the SEBI Guidelines. The rationale furnished by the grading agency for its grading, will be available for inspection and will be provided to the Designated Stock Exchange and updated at the time of filing of the Red Herring Prospectus with the RoC.

Trustees As this is an Offer of Equity Shares, the appointment of trustees is not required. Project Appraisal None of the proposed projects have been appraised by any agency and the Project Cost and Means of Finance are based on estimates made by our Company. Book Building Process Book Building Process refers to the process of collection of Bids, on the basis of the Red Herring Prospectus within the Price Band. The Offer Price is fixed after the Bid/ Offer Closing Date.

The principal parties involved in the Book Building Process are:

1. The Company; 2. The Selling Shareholder 3. Book Running Lead Managers; 4. Syndicate Members who are intermediaries registered with SEBI or registered as brokers with BSE/NSE and

eligible to act as underwriters. Syndicate Members are appointed by the BRLMs; 5. Escrow Collection Banks; and 6. Registrar to the Offer.

In terms of Rule 19 (2) (b) of the SCRR, this being an Offer for less than 25% of the Post–Offer capital, the Offer is being made through the 100% Book Building Process wherein at least 60 % of the Net Offer will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Offer Price. If at least 60% of the Net Offer cannot be allocated to QIBs, then the entire application money will be refunded forthwith. Further, up to 10% of the Net Offer will be available for allocation on a proportionate basis to Non- Institutional Bidders and up to 30% of the Net Offer will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid bids being received at or above the Offer Price. Further, up to 25,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Offer Price. Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such Equity Shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public. QIBs are not allowed to withdraw their Bid(s) after the Bid/Offer Closing Date. For further details please refer to the section titled "Terms of the Offer" on page 175 of this Draft Red Herring Prospectus.

Our Company shall comply with guidelines issued by SEBI for this Offer. In this regard, our Company has appointed IL&FS Investsmart Securities Ltd., Anand Rathi Securities Ltd. and Avendus Capital Pvt. Ltd., as the BRLMs to manage the Offer and to procure subscription to the Offer.

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While the process of Book Building under the SEBI Guidelines is not new, investors are advised to make their own judgment about investment through this process prior to making a Bid or Application in the Offer.

Illustration of Book Building and Price Discovery Process (Investors may note that this illustration is solely for the purpose of easy understanding and is not specific to the Offer)

Bidders can bid at any price within the price band. For instance, assuming a price band of Rs. 40 to Rs. 48 per share, issue size of 6,000 equity shares and receipt of nine bids from bidders, details of which are shown in the table below. A graphical representation of the consolidated demand and price would be made available at the website of the BSE (www.bseindia.com) and NSE (www.nseindia.com). The illustrative table as shown below shows the demand for the shares of the company at various prices and is collated from bids from various investors.

Number of equity shares bid for

Bid Price (Rs.) Cumulative equity shares bid

Subscription

500 48 500 8.33% 700 47 1,200 20.00%

1,000 46 2,200 36.67% 400 45 2,600 43.33% 500 44 3,100 51.67% 200 43 3,300 55.00%

2,800 42 6,100 101.67% 800 41 6,900 115.00%

1,200 40 8,100 135.00% The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the desired quantum of shares is the price at which the book cuts off i.e. Rs. 42 in the above example. The issuer, in consultation with the BRLMs will finalize the issue price at or below such cut off price i.e. at or below Rs. 42. All bids at or above this issue price and cut-off bids are valid bids and are considered for allocation in respective category.

Steps to be taken for bidding

1. Check eligibility for making a Bid (see section titled "Offer Procedure" on page 180 of this Draft Red Herring

Prospectus). 2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum

Application Form. 3. Ensure that you have mentioned your PAN number in the Bid cum Application Form (for further details see the section

titled “Offer Procedure” beginning on page 180 of this Draft Red Herring Prospectus)

4. Ensure that the Bid cum Application Form is duly completed as per instructions given in the Red Herring Prospectus and in the Bid cum Application Form.

Withdrawal of the Offer

Our Company in consultation with the BRLMs, reserves the right not to proceed with the Offer any time after the Bid/Offer Opening Date without assigning any reason therefore. In the event the Selling Shareholder decides not to proceed with the Offer for Sale, the Selling Shareholder shall have no objection to a decision taken by the Company, in consultation with BRLMs, to proceed with the Fresh Issue, whether of the original offer size or together with additional shares to be issued by the Company.

Bid/Offer Programme

Bidding Period/Offer Period BID/OFFER OPENS ON [•] BID/OFFER CLOSES ON [•] Bids and any revision in Bids shall be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form except that on the Bid/Offer Closing Date, Bids shall be accepted only between 10.00 a.m and 1.00 p.m (Indian Standard Time) and uploaded till (i) 5.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders where the Bid Amount is in excess of Rs. 100,000 and (ii) till such time as permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders, where the Bid Amount is up to Rs. 100,000. Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no

- 15 -

later than 1.00 p.m (Indian Standard Time) on the Bid/Offer Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday). On the Bid/Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders after taking into account the total number of Bids received upto the closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs to the Stock Exchange within half an hour of such closure. Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band. In case of revision in the Price Band, the Bidding/Offer Period will be extended for three additional working days after revision of Price Band subject to the Bidding/Offer Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Offer Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate.

Underwriting Agreement

After the determination of the Offer Price and allocation of our Equity Shares but prior to filing of the Prospectus with RoC, our Company and the Selling Shareholder will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be issued through this Offer. It is proposed that pursuant to the terms of the Underwriting Agreement, the BRLMs shall be responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters are subject to certain conditions to closing, as specified therein.

The Underwriters have indicated their intention to underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be filled in before filing of the Prospectus with RoC)

The above-mentioned amount is indicative and this would be finalized after determination of Offer Price and actual allocation of the Equity Shares. The Underwriting Agreement is dated [•]. In the opinion of our Board of Directors (based on certificates given to them by the BRLMs and the Syndicate Members), the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. All the above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges. Our IPO Committee at their meeting held on [•] have accepted and entered into the Underwriting Agreement, as mentioned above on behalf of our Company.

Name and Address of the Underwriters Indicative Number of Equity Shares to be Underwritten

Amount Underwritten (Rs. In million)

IL&FS Investsmart Securities Ltd. The IL&FS Financial Centre, Plot No. C-22, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.

[•] [•]

Anand Rathi Securities Ltd. 11th Floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

[•] [•]

Avendus Capital Pvt. Ltd. IL&FS Financial Centre B Quadrant 5th Floor, Bandra Kurla Complex Bandra (East) Mumbai 400 051.

[•] [•]

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Allocation among Underwriters may not necessarily be in proportion to their underwriting commitments. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to investors procured by them. In the event of any default, the respective Underwriter in addition to other obligations to be defined in the Underwriting Agreement, will also be required to procure/ subscribe to the extent of the defaulted amount. In the opinion of the BRLMs, the underwriters' assets are adequate to meet their underwriting obligations. Disclaimer by the Selling Shareholder Notwithstanding anything stated in this Draft Red Herring Prospectus, all information disclosed and statements made by Selling Shareholder in this Draft Red Herring Prospectus are only contained in sections titled ‘Terms of this offer’, ‘Offer Structure’ and ‘Offer Procedure’ and the ‘Selling Shareholder’ responsibility under this Draft Red Herring Prospectus is limited to the statements made in its capacity as Selling Shareholder in the above mentioned sections. The Selling Shareholder disclaims all the responsibility for all disclosures and statements made in other sections of this Draft Red Herring Prospectus. Without prejudice to the foregoing, the Selling Shareholder neither expresses any opinion with respect to nor assumes any responsibility for the statements and disclosures made by the Company or any other person, whether or not relating to the Company, their respective businesses, the promoters, the financial information or any other disclosures and statements. The Selling Shareholder have neither assumed any obligation to conduct, nor conducted any inspection or independent verification of the statements and disclosures made by the Company.

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CAPITAL STRUCTURE Our Share Capital before the Offer and after giving effect to the Offer, as is set forth below:

Share Capital Face Value (Rs.)

Aggregate Value at face value (Rs.)

Aggregate Value at Offer

Price (Rs.) (A) Authorized Share Capital

30,000,000 Equity Shares 10 300,000,000

(B) Issued, Subscribed and Paid-Up Capital before the Offer 20,000,000 Equity Shares 10 200,000,000

(C) Present Offer in terms of this Draft Red Herring Prospectus#

4,500,000 Equity Shares 10 45,000,000 [●] Of which

Fresh Issue 4,000,000Equity Shares

10

40,000,000

[●]

Offer for Sale 500,000 Equity shares

10

5,000,000

[●]

(D) Employee Reservation Portion

25,000 Equity Shares 10 250,000 [●]

(E) Net Offer 4,475,000 Equity Shares 10 44,750,000 [●]

(F) Paid up Equity Capital after the Offer

24,000,000 Equity shares 10 240,000,000 [●]

(G) Share Premium Account Before the Offer Nil -After the Offer* [●] -

*The share premium account shall be determined after the Book Building Process # Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public Offer for Sale by the Selling Shareholder The details of equity shares being offered in the Offer for Sale by each of the Selling Shareholder are as follows:

Name of the Shareholder Number of Equity Shares offered % of Post-Offer Equity Capital Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”)

500,000 2.08

Total 500,000 The present Offer has been authorized by the Board of Directors in their meeting on June 28, 2007 and by the shareholders of our Company in the AGM held on September 05, 2007. We have applied to the RBI by application dated November 29, 2007 seeking clarification that FIIs may be permitted to participate in this Offer. We have sought a confirmation from the DIPP vide our letter dated September 17, 2007 on FIIs being permitted to participate in the Offer under the portfolio scheme.

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Details of Increase / Changes made in the Authorized Share Capital of our Company The details of increase and changes in the authorized share capital of our Company after the date of incorporation till filing of this Draft Red Herring Prospectus with SEBI are as follows:

Date of change Nature of increase/change

Number of Equity Shares

Increased

Cumulative Number of

Equity Shares

Face Value

Cumulative Authorized Share

Capital (Rs.) - Incorporation 250,000 250,000 10 2,500,000

June 07, 1995 Increase 9,750,000 10,000,000 10 100,000,000 July 28, 1998 Increase 10,000,000 20,000,000 10 200,000,000 February 22, 2007 Increase 10,000,000 30,000,000 10 300,000,000

Notes to Capital Structure: 1. Share Capital History of our Company

Date of allotment

Number of Equity shares

allotted

Face Valu

e (Rs.)

Issue Price (Rs.)

Nature of Allotment (Rights, Bonus etc.)

Nature of consider-

ation

Reasons for Allotment

Cumulative number of

shares allotted

Cumulative paid up share

capital (Rs.)

Cumulative share

premium (Rs.)

December 12, 1991

700 10 10 Fresh Issue Cash Subscribers to Memorandum

700 7,000 Nil

March 31, 1992

9,300 10 10 Fresh Issue Cash On subscription to Equity Shares

10,000 1,00,000 Nil

December 24, 1995

24,90,000 10 10 Fresh Issue Cash On subscription to Equity Shares

2,500,000 2,50,00,000 Nil

March 27, 1997

4,06,250 10 10 Fresh Issue Cash

On subscription to Equity Shares

2,906,250 2,90,62,500

Nil

March 12, 1998

500,000 10 10 Fresh Issue Cash On subscription to Equity Shares

3,406,250 3,40,62,500 Nil

October 08, 1998

3,993,750 10 10 Fresh Issue Cash On subscription to Equity Shares

7,400,000 7,40,00,000 Nil

March 27, 2000

2,631,750 10 10 Fresh Issue Cash On subscription to Equity Shares

10,031,750 10,03,17,500 Nil

June 13, 2001

1,974,500 10 10 Fresh Issue Cash On subscription to Equity Shares

12,006,250 12,00,62,500 Nil

December 27, 2002

500,000 10 10 Fresh Issue Cash On subscription to Equity Shares

12,506,250 12,50,62,500 Nil

March 06, 2003

835,000 10 10 Fresh Issue Cash On subscription to Equity Shares

13,341,250 13,34,12,500 Nil

- 19 -

June 19, 2003

2,685,000 10 10 Fresh Issue Cash On subscription to Equity Shares

16,026,250 16,02,62,500 Nil

September 24, 2003

2,460,000 10 10 Fresh Issue Cash On subscription to Equity Shares

18,486,250 18,48,62,500 Nil

December 23, 2003

170,000 10 10 Fresh Issue Cash On subscription to Equity Shares

18,656,250 18,65,62,500 Nil

June 30, 2005

1,343,750 10 10 Fresh Issue Cash On subscription to Equity Shares

20,000,000 20,00,00,000 Nil

2. Pre-IPO Placement Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors (“Pre-Offer Placement”). If our Company decides to issue such shares, it will complete the issuance of such Equity Shares prior to filing of the Red Herring Prospectus with RoC. If the Pre-Offer Placement is completed, the Net Offer to the public accordingly would be reduced proportionately to the extent of such Pre-Offer Placement, subject to a minimum Offer size of 10% of the Post-Offer capital being offered to the public. 3. Promoters Contribution and lock-in: a. History and Share Capital Build-up of the Promoters

Name of the

Promoter

Date of allotment/ acquisition and Date

when made fully paid-

up

Nature of Allotment

Consider-ation

(Cash, bonus,

kind, etc.)

No. of Equity Shares

locked in

Face Value

(Rs. per share)

Issue / Trans-fer Price (Rs. per share)

% of Pre-Issue paid-up capital

% of Post-Issue

paid-up capital

December 12, 2005

Acquisition Cash 1,612,200 10 10 8.06 6.72

December 12, 2005

Acquisition Cash 1,405,000 10 10 7.03 5.85

December 12, 2005

Acquisition Cash 407,500 10 10 2.04 1.70

December 20, 2005

Acquisition Cash 244,400 10 10 1.22 1.02

January 12, 2006

Acquisition Cash 550,000 10 10 2.75 2.29

January 12, 2006

Acquisition Cash 48,750 10 10 0.24 0.20

April 13, 2006

Acquisition Cash 1,109,300 10 10 5.55 4.62

April 18, 2006

Acquisition Cash 1,736,000 10 10 8.68 7.23

April 18, 2006

Acquisition Cash 124,000 10 10 0.62 0.52

May 24, 2006 Acquisition Cash 383,300 10 10 1.92 1.60

Alternative Power & Fuel

(India) Pvt. Ltd.

May 24, 2006 Acquisition Cash 126,000 10 10 0.63 0.53

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December 12, 2005

Acquisition Cash 960,000 10 10 4.80 4.00

December 12, 2005

Acquisition Cash 1242800 10 10 6.21 5.18

December 15, 2005

Acquisition Cash 1017000 10 10 5.09 4.24

December 20, 2005

Acquisition Cash 249100 10 10 1.25 1.04

January 12, 2006

Acquisition Cash 445,000 10 10 2.23 1.85

January 12, 2006

Acquisition Cash 200,000 10 10 1.00 0.83

January 12, 2006

Acquisition Cash 100,000 10 10 0.50 0.42

January 25, 2006

Acquisition Cash 95,000 10 10 0.48 0.40

May 25, 2006 Acquisition Cash 2,725,700 10 10 13.63 11.36

Forum Real Estate Pvt.

Ltd.

March 23, 2007

Sale Cash (1,550,000) 10 10 (7.75) (6.46)

Mr. Ravindra Chamaria

May 14, 2007 Acquisition Cash 100,000 10 10 0.50 0.42

TOTAL 13,331,050 66.66 55.55

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b. Details of Promoters Contribution Locked in for 3 Years Pursuant to the SEBI Guidelines, an aggregate of 20% of the Post-Offer Equity Share capital of our Company shall be locked up by our Promoters for a period of three years from the date of allotment in this Offer. The details of the promoters' Equity Shares locked-in for a period of three years are as follows:

Name of the

Promoter

Date of allotment/ acquisition and Date

when made fully paid-up

Nature of Allotment

Consider-ation

(Cash, bonus,

kind, etc.)

No. of Equity Shares

locked in

Face Value

(Rs. per share)

Issue / Trans-fer Price (Rs. per share)

% of Post-Issue paid-up capital

Lock-in Period

(in years)

May 24, 2006 Acquisition Cash 126,000 10 10 0.53 3

May 24, 2006 Acquisition Cash 383,300 10 10 1.60 3

April 18, 2006

Acquisition Cash 124,000 10 10 0.52 3

Alternative Power &

Fuel (India) Pvt. Ltd.

April18, 2006

Acquisition Cash 1,736,000 10 10 7.23 3

Forum Real Estate Pvt.

Ltd.

May 24, 2006 Acquisition Cash 2,430,700 10 10 10.13 3

TOTAL 4,800,000 10 10 20.00% 3

Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and from persons defined as promoters under the SEBI Guidelines. c. Details of Shares locked-in for one year In terms of clause 4.14.1 of the SEBI Guidelines, in addition to the lock in of 20% of Post-Offer, shareholding of our Company held by the Promoters for three years, as specified above, the entire Pre-Offer issued Equity Share capital less the number of Equity Shares for which transfer is made under the Offer for Sale will be locked in for a period of one (1) year from the date of allotment in this Offer.

a) 4,800,000 Equity Shares have been locked-in for a period of three years as promoters' contribution which have been computed as 20% of the Post-Offer Equity Share Capital and 500,000 Equity Shares are being offered through Offer for Sale in this Offer. The balance Pre-Offer Equity Share capital other than that locked in as promoters' contribution and Offer for Sale i.e. 14,700,000 Equity Shares shall be locked in for a period of 1 year from the date of allotment in the present Offer.

b) The Promoters have given their consent for lock in of shares as stated above. The lock-in shall start from the date

of allotment in the public Offer and the last date of the lock-in shall be reckoned from the date of allotment in the Offer.

d. In terms of clause 4.15 of the SEBI Guidelines, locked in Equity Shares held by the Promoters can be pledged only

with banks or financial institutions as collateral security for loans granted by such banks or financial institutions, provided the pledge of shares is one of the terms of sanction of loan.

e. In terms of clause 4.16.1 (b) of the SEBI Guidelines, locked in Equity Shares held by the Promoters may be transferred to and amongst the Promoters/ Promoter group or to a new promoter or persons in control of the Company subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 as applicable. Further, in terms of clause 4.16.1 (a) of the SEBI Guidelines, locked in Equity Shares held by shareholders other than the Promoters may be transferred to any other person holding shares which are locked-in as per Clause 4.14 of the SEBI Guidelines, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 as applicable.

- 22 -

4. Shareholding pattern of our Company prior and post this Offer

Shareholder’s Category Pre-Offer Post- Offer

Name of Shareholder No. of Equity

Shares % of total

Share Capital

No. of Equity Shares

% of total Share

Capital A. Promoters

1. Alternative Power & Fuel (India) Pvt. Ltd. 7,746,450 38.73 7,746,450 32.28 2. Forum Real Estate Pvt. Ltd. 5,484,600 27.42 5,484,600 22.85 3. Mr. Ravindra Chamaria 100,000 0.50 100,000 0.42

Sub-total (A) 13,331,050 66.66 13,331,050 55.55 B. Promoter Group

1. Mr. Pulak Chamaria 1,032,000 5.16 1,032,000 4.30 2. Ms. Priyanka Agarwal 1,000,000 5.00 1,000,000 4.17 3. Ms. Sushma Chamaria 250,000 1.25 250,000 1.04 4. Ms. Kanta Jalan 5,000 0.03 5,000 0.02

Sub-total (B) 2,287,000 11.44 2,287,000 9.53 Total Promoter & Promoter Group (A+B) 15,618,050 78.09 15,618,050 65.08 (C) Others 4,370,950 21.85 3,870,950 16.13 (D) Employees 11,000 0.06 36,000# 0.15 (E) Public - - 4,475,000* 18.65 Total (A+B+C+D+E) 20,000,000 100.00 24,000,000 100.00 # Assuming Employee Reservation Portion is fully subscribed by the Eligible Employees of the Company * Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public 5. Equity Shares held by the top ten shareholders

a. Top ten shareholders as on the date of filing filing of this Draft Red Herring Prospetus with SEBI

Sr. No Name of the shareholder No. of shares held 1. Alternative Power & Fuel (India) Pvt. Ltd. 7,746,450 2. Forum Real Estate Pvt. Ltd. 5,484,600 3. West Bengal Electronics Industry Development Corporation Ltd. 2,006,350 4. Mr. Pulak Chamaria 1,032,000 5. Ms. Priyanka Agarwal 1,000,000 6. Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”) 999,600 7. BDG Global Pvt. Ltd. 772,900 8. Ms. Sushma Chamaria 250,000 9 Ms. Nupur Chamaria 250,000

10. Mr. Bikram Dasgupta 154,100

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b. Top ten shareholders as on two years prior to the date of filing of this Draft Red Herring Prospectus with SEBI:

c. Top ten shareholders ten days prior to filing of this Draft Red Herring Prospetus with SEBI

6. None of our Directors or Key Managerial Personnel hold Equity Shares in the Company , except as follows:

Sr. No.

Name of the Shareholder No. of Equity Shares Pre-Offer Percentage Shareholding (%)

Post Offer Percentage Shareholding (%)

1. Mr. Ravindra Chamaria 100,000 0.50 2. Mr. Pulak Chamaria 1,032,000 5.16 [●] 3. Mr. Bikram Dasgupta 154,100 0.77 [●] 4. Ms. Ranjana Dasgupta 1,800 0.01 [●] 5. Mr. Ramesh Kumar Khemka 2,500 0.01 [●] 6. Mr. Rajeshwar Kumar Khanna 2,500 0.01 [●] 7. Mr. P. C. Chatterjee 2,500 0.01 [●] 8. Mr. Sunand Sharma 1,250 0.01 [●] 9. Mr. N. K. Chandak 2,500 0.01 [●] 10. Dr. A. K. Mathur 2,500 0.01 [●] 11. Mr. K. K. Ray 1,250 0.01 [●] 12. Mr. A. Roychowdhury 500 Negligible [●] 13. Mr. S. C. Basak 500 Negligible [●]

7. Our Promoters, Directors and our Promoter Group have not purchased or sold any Equity Shares within the last six

months preceding the date of filing of this Draft Red Herring Prospectus with SEBI 8. As of the date of this Draft Red Herring Prospectus, there are no outstanding warrants, options or rights to convert

debentures, loans or other financial instruments into our Equity Shares. The Equity Shares to be locked in by the Promoters are not pledged to any party. The Promoters may pledge their Equity Shares with banks or FIs as additional security for loan whenever availed by them from banks/FIs.

9. There is no "buyback" or "stand by" arrangement for purchase of Equity Shares by our Company, our Promoters,

Directors or the BRLMs for the Equity Shares offered through this Draft Red Herring Prospectus. 10. Our Company has not raised any bridge loan against the proceeds of the Offer. 11. The Equity Shares offered through this Offer will be fully paid up or may be forfeited within 12 months from the date

of allotment of securities in the manner specified under Clause 8.6.2 of the SEBI (DIP) Guidelines.

Sr. No Name of the shareholder No. of shares held

1. Krupa Agencies Pvt. Ltd. 4,600,000 2. Aarcee Holdings Pvt. Ltd. 2,905,000 3. Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”) 2,125,500 4. Aarcee Exports Pvt. Ltd. 2,075,500 5. West Bengal Electronics Industry Development Corporation Ltd. 2,006,350 6. BDG Global Pvt. Ltd. 1,307,000 7. Agio Exports Ltd. 1,217,000 8. Otto Exports Ltd. 1,200,000 9. Sunsam Properties Pvt. Ltd. 760,300 10. BDG & Associates 640,000

Sr. No Name of the shareholder No. of shares held 1. Alternative Power & Fuel (India) Pvt. Ltd. 7,746,450 2. Forum Real Estate Pvt. Ltd. 5,484,600 3. West Bengal Electronics Industry Development Corporation Ltd. 2,006,350 4. Mr. Pulak Chamaria 1,032,000 5. Ms. Priyanka Agarwal 1,000,000 6. Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”) 999,600 7. BDG Global Pvt. Ltd. 772,900 8. Ms. Sushma Chamaria 250,000 9 Ms. Nupur Chamaria 250,000

10. Mr. Bikram Dasgupta 154,100

- 24 -

12. Only permanent employees who are on our employee rolls / register as on the cut-off date i.e. [●] would be eligible to apply in this Offer under the employee reservation portion on a competitive basis. The number of eligible employees of our Company as on the cut-off date is [●]. Permanent employees can also make bids in the net Offer and such bids shall not be treated as multiple bids.

13. The undersubscribed portion, if any, out of 25,000 Equity Shares reserved for allotment to Employees may be added

to the Net Offer to any other category, at the discretion of our Company and the BRLMs. 14. In the Public Offer, in case of over subscription in all categories, at least 60% of the Net Offer to the Public shall be

allocated to QIBs on a proportionate basis. Out of 60% allocated to QIBs, 5% will be available for allocation on a proportionate basis to Mutual Funds registered with SEBI. These Mutual Funds shall also be eligible to participate in the balance available to QIBs. Further, upto 10% of the Net Offer to the Public shall be available for allocation to non-institutional bidders and upto 30% of the Net Offer to the Public shall be available for allocation to retail bidders on proportionate basis, subject to valid bids being received at or above the Offer Price. Under-subscription, if any, in the non-institutional, Retail or QIBs categories shall be allowed to be met with spillover from any other category at the sole discretion of our Company and the BRLMs, subject to valid bids being received at or above the Offer Price. Our Company is considering a Pre-Offer placement of upto 200,000 Equity Shares with certain investors (“Pre-Offer Placement”). If our Company decides to issue such shares, it will complete the issuance of such Equity Shares prior to filing the Red Herring Prospectus with ROC. Once the Pre-Offer Placement is completed, the Net Offer offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Offer Size of 10% of the fully diluted Post-Offer capital being offered to the public.

15. In terms of Rule 19 (2) (b) of the SCRR, as this being an Offer for less than 25% of the Post-Offer Equity Share Capital,

the Offer is being made through the 100% Book Building Process wherein at least 60% of the Net Offer shall be allocated on a proportionate basis to QIB Bidders out of which 5% of the QIB Portion shall be available for allocation on a proportionate basis to the Mutual Funds only and the remainder of the QIB portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 60% of the Offer cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, upto 30% of the Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders and upto 10% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price

16. At least 60% of Equity Shares of the Net Offer shall be available for allocation on a proportionate basis to QIBs, out of

which 5% shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allotment on a proportionate basis to QIBs and Mutual Funds, subject to valid bids being received from them at or above the Offer Price. Up to 10% of Equity Shares of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and up to 30% of the Equity Shares of Net Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Offer Price. Further upto 25,000 Equity Shares shall be available for allocation on a proportionate basis to Eligible Employees subject to valid Bids being received at or above the Offer Price. Under subscription in the Employee Reservation Portion shall be allowed to be met through oversubscription in the Retail Portion, Non-Institutional Portion and QIB Portion at the discretion of the Company and the BRLMs. Under-subscription, if any, in any category, except the QIB Portion, would be met with spill over from other categories at our sole discretion of our Company in consultation with the BRLMs.

17. There would be no further issue of capital whether by way of issue of bonus shares, preferential allotment, rights issue

or in any other manner during the period commencing from submission of this Draft Red Herring Prospectus with SEBI until the Equity Shares offered through this Draft Red Herring Prospectus have been listed.

18. At present, we do not have any intention or proposal to alter our capital structure for a period of six months from date

of opening of the Offer, by way of split / consolidation of the denomination of Equity Shares or to make a further issue of Equity Shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise, if any, or if we enter into any joint ventures or acquire any business/entity or make investments, in which case we may consider raising additional capital to fund such activity or use Equity Shares as a currency for acquisition or participation in such joint ventures or investments.

19. As on the date of filing this Draft Red Herring Prospectus with SEBI, there are no outstanding financial instruments or

any other right, which would entitle the Promoters or shareholders of our Company or any other person any option to receive Equity Shares after the Offer.

20. Our Company does not have any outstanding Employee Stock Option Plan. 21. Our Company has not made any public issue of Equity Shares since its inception. 22. Our Company has not revalued its assets in the past.

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23. Our Promoters will not participate in this Offer. 24. Our Company undertakes that at any given point of time, there shall be only one denomination of Equity Shares

of our Company, unless otherwise permitted by law. Our Company shall comply with such disclosures and accounting norms specified by SEBI from time to time.

25. A Bidder cannot make a Bid for more than the number of Equity Shares offered in this Offer, subject to the

maximum limit of investment prescribed under relevant laws applicable to each category of investor. 26. Our Company has 49 shareholders as on the date of filing this Draft Red Herring Prospectus with SEBI. 27. An over-subscription to the extent of 10% of the Offer to the Public can be retained for the purposes of rounding off

while finalizing the basis of allotment.

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OBJECTS OF THE OFFER The Objects of the Offer are as follows:

1. Finance the construction and development of projects 2. Investment in Subsidiary for development of its project

3. General Corporate Purpose

4. To meet expenses of this Offer

Funds Requirement:

(Rs. in million) Sr. No. Particulars Total

1. Finance the construction and development of projects A. Project “Infinity Benchmark” 921.51 B. Project “Infinity BNKe” 775.47

2. Investment in Subsidiary for development of its project A. Infinity Townships Pvt. Ltd. - “Project - Guwahati Mall” (Phase – I) 230.58

3. General Corporate Purpose [•]

4. Offer Expenses [•]

TOTAL [•] Some of our projects are already underway and the Company’s contribution is being funded out of internal accruals and gearing of existing assets, which may be replenished subsequently by the resources mobilized from IPO. The main object, objects incidental or ancillary to the main object and other object clause of the Memorandum of Association of our Company enables us to undertake the existing activities as well as the activities for which funds are being raised through this Public Offer. The objects of this Offer also include creating a public trading market for the Equity Shares of our Company by listing them on recognized Stock Exchanges. Our Company believes that the listing of our Equity Shares will provide liquidity to our existing shareholders and enhance our visibility and brand name. The fund requirements are based on the current internal management estimates of our Company and our current business plan. We operate in a highly competitive, dynamic market condition, and may have to revise our estimates from time to time on account of new projects that we may pursue. We may also reallocate expenditure to newer projects or those with earlier completion dates in the case of delays in our existing projects. Consequently, our fund requirements may also change accordingly. Any such change in our plans may require rescheduling of our expenditure programs, starting projects which are not currently planned, discontinuing projects currently planned and an increase or decrease in the expenditure for a particular project or land acquisition in relation to current plans, at the discretion of the management of our Company. In case of any variations in the actual utilization of funds earmarked for the above activities or increased fund deployment for a particular activity, the shortfall, if any, may be met with by surplus funds, if any available in the other areas and/or our Company’s internal accruals and/or the term loans/working capital loans that may be availed from the banks/financial institutions. The balance proceeds of the Offer including any funds raised in addition to the total above mentioned, if any, will be used for general corporate purposes. MEANS OF FINANCE

(Rs. in Million) Sr. No. Sources of Finance Amount

1. Public Offer [•] 2. Pre-IPO Placement [•] 3. Term Loan 770.00

Total [•]

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Term Loans

Sr. No. Name of the Bank Sanction Letter No. Amount (Rs. in Million)

1. Allahabad Bank GHT/ADV/Infinity/37 210.00 2. Allahabad Bank GHT/Infinity/355 560.00

Out of the total expenditure of Rs. 921.51 million for the purpose of development of our on-going Infinity Benchmark project in Kolkata, our Company has been sanctioned a Term Loan of Rs. 210.00 million and Rs. 560 million from Allahabad Bank vide their term loan agreements dated May 30, 2005 and January 29, 2007 respectively. Our Company confirms that firm arrangement of finance through verifiable means towards 75% of the stated means of finance excluding the amount to be raised through the proposed Public Offer has been made. DETAILS OF USE OF OFFER PROCEEDS 1. Finance the construction and development of our projects Infinity Benchmark We are developing a project titled “Infinity Benchmark” in Kolkata. We propose to deploy an amount aggregating to Rs. 151.51 million out of the Net proceeds of the Offer in our project under development, the details of which are as given below: Location Total

Proposed Developable Area (In Mn Sq. ft.)

Start Date of the Project

Estimated Completion Time

Total Cost of the Project (Rs. Mn)

Means of Finance (Rs. in

Mn)

Cost incurred as on November 21, 2007 (Rs. in Mn)

Estimated Balance Fund Deployment as on March

31

Debt Equity

2008 2009 2010

Salt Lake, Kolkata

0.57 July 2005

March 2008 921.51 770.00 151.51 637.74 283.77 - -

In respect of the land for the abovementioned project, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. For details in relation to the approvals obtained for the above project, see the section titled “Government and Other Approvals” on page 163 of this Draft Red Herring Prospectus. As per Certificate from R Kothari & Co., Chartered Accountants dated November 26, 2007, we have incurred an expenditure of Rs. 637.74 million as on November 21, 2007. Infinity BNKe We are developing a project titled “Infinity BNKe” in Kolkata. We propose to deploy an amount aggregating to Rs. 775.47 million out of the Net proceeds of the Offer in our project under development, the details of which are as given below: Location Total

Proposed Developable Area (In Mn Sq. ft.)

Start Date of the Project

Estimated Completion Time

Total Cost of the Project (Rs. Mn)

Means of Finance (Rs.

in Mn)

Cost incurred as on November 21, 2007 (Rs. in Mn)

Estimated Balance Fund Deployment as on March

31 (Rs. Mn)

Debt Equity 2008 2009 2010 Salt Lake, Kolkata

0.42 February 2008

January 2010

775.47 - 775.47 2.12 62.50 387.74 323.11

In respect of the land & project details, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. For details in relation to the approvals obtained for the above project, see the section titled “Government and Other Approvals” on page 163 of this Draft Red Herring Prospectus. As per Certificate from R Kothari & Co., Chartered Accountants dated November 28, 2007, we have incurred an expenditure of Rs. 2.12 million as on November 21, 2007.

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2. Investment in Subsidiary for development of its project Currently, we through our Subsidiary “Infinity Townships Pvt. Ltd.” are carrying out the development of a project “Guwahati Mall” through a Joint Development partnership. We would utilize approximately Rs. 230.58 million as our Subsidiary’s share for the development of the first phase of the said project. For details of our Subsidiary, please refer to the section titled “History & Other Corporate Matters”. The details of our “Guwahati Mall” project for which investment is being made in our Subsidiary out of the Net Offer proceeds is as follows: Location Total

Proposed Developable Area (In Mn Sq. ft.)

Start Date of the Project

Estimated Completion Time

Total Cost of the Project – Phase 1 (Rs. Mn) – ITPL’s share

Means of Finance

(Rs. in Mn)

Cost incurred as on November 21, 2007 (Rs. in Mn)

Estimated Balance Fund Deployment as

on March 31 (Rs. Mn)

Debt Equity 2008 2009 2010 Guwahati Mall, Revenue Survey No.88, Mouza Bhaluban, P.S. Guwahati, Dist. Kamrup (Assam)

0.66 April 2008

March 2010 230.58 - 230.58 5.59 1.00 223.99 -

In respect of the land & project details, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. For details in relation to the approvals obtained for the above project, see the section titled “Government and Other Approvals” on page 163 of this Draft Red Herring Prospectus. As per Certificate from R Kothari & Co., Chartered Accountants dated November 28, 2007 we have incurred an expenditure of Rs. 5.59 million as on November 21, 2007. 3. General Corporate Purposes Our Company, in accordance with the policies set up by our Board, will have flexibility in applying the remaining Net Proceeds of this Offer, for general corporate purposes, including but not limited to acquisition of lands / rights in lands or development rights, construction of projects, expenditure of capital nature, strategic initiatives and acquisitions, brand building exercises and the strengthening of our marketing capabilities. Our management, in response to the competitive and dynamic nature of the industry, will have the discretion to revise its business plan from time to time and consequently our funding requirements and deployment of funds may also change. This may also include rescheduling the proposed utilization of Net Proceeds and increasing or decreasing expenditure for a particular object vis -à-vis the utilization of Net Proceeds. In case of a shortfall in the Net Proceeds of the Offer, our management may explore a range of options, including utilizing our internal accruals or seeking debt from future lenders. Our management expects that such alternate arrangements would be available to fund any such shortfall. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. 4. Offer Expenses Offer related expenses includes underwriting and Offer management fees, selling commission, distribution expenses, legal fees, printing and stationery costs, advertisement expenses and listing fees payable to the Stock Exchanges etc. The total estimated expenses are Rs. [●] million, which is [●] % of the Offer size. For further details please refer to section titled ‘Other Regulatory and Statutory Disclosures’ beginning on page 167 of this Draft Red Herring Prospectus. As per Certificate from R Kothari & Co., Chartered Accountants dated November 28, 2007 we have incurred an expenditure of Rs. 4.79 million as on November 21, 2007 towards Offer expenses.

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FUNDS DEPLOYED Our statutory auditors M/s. R Kothari, Chartered Accountant have vide their certificate dated November 28, 2007 certified that our Company & our Subsidiary have spent Rs. 650.23 million as on November 21, 2007 for our above mentioned Objects out of which Rs. 136.34 million has been funded out of our internal accruals and Rs. 513.89 million out of term loan from Allahabad Bank. INTERIM USE OF THE OFFER PROCEEDS Pending utilization of the Offer proceeds for the `Objects of the Offer’, we intend to temporarily invest the Offer proceeds in high quality interest bearing liquid instruments including money market mutual funds, deposits with banks, for necessary duration or we may temporarily utilize the proceeds for reducing our outstanding overdrafts. Such investments and other utilizations would be in accordance with investment policies approved by our Board or any committee thereof duly empowered, from time to time. MONITORING OF UTILIZATION OF OFFER PROCEEDS There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI Guidelines as the Offer size is less than Rs. 5000 million. The Audit Committee appointed by our Board of Directors will monitor the utilization of the Offer proceeds. We will disclose the utilization of the proceeds of the Fresh Issue including interim use under a separate head in our balance sheet for Fiscal 2008, 2009 and 2010, clearly specifying the purpose for which such proceeds have been utilized or otherwise disclose as per the disclosure requirements of the listing agreement with the Stock Exchanges. Furthermore, pursuant to clause 49 of the Listing Agreement, our Company shall on a quarterly basis disclose to the Audit Committee the uses and applications of the proceeds of the Offer. On an annual basis, the Company shall prepare a statement of funds utilized for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only until such time that all the proceeds of the Offer have been utilized in full. The statement shall be certified by the statutory auditors of the Company.

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BASIS FOR OFFER PRICE The Offer price will be determined by our Company in consultation with the BRLMs on the basis of assessment of market demand for the equity shares offered by way of book building. The face value of the Equity Shares is Rs. 10/- and the Floor Price is [•] times the face value and the Cap Price is [•] times the face value. Investors should read the following summary with the Risk Factors included starting from page viii and the details about our Company and its Financial Statements included in the Draft Red Herring Prospectus on page 99. The trading price of the equity shares of our Company could decline due to these risks and you may lose all or part of your investment. Qualitative Factors

• Brand Recognition

• Government Partnership & Support

• Land Bank & Land Sourcing Capabilities

• Product Concept & Service Proposition

• Client Satisfaction & Loyalty For details, please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. Quantitative Factors Information presented in this section is derived from the Company’s restated, financial statements prepared in accordance with Indian GAAP. Some of the quantitative factors, which form the basis for computing the price, are as follows: 1. Basic and Diluted Earnings Per Share (EPS)

Year EPS (Rs.) Weight 2004-05 0.20 1

2005-06 0.56 2

2006-07 0.88 3

Weighted average 0.66

Note:

• The earning per share has been computed by dividing net profit as restated, attributable to equity shareholders by restated weighted average number of equity shares outstanding during the year.

• The face value of each equity share is Rs. 10/-

2. Price/Earning Ratio (P/E) in relation to Offer Price of Rs. [●]/- per share P/E based on the Cap Price of Rs. [●] and on the EPS of the year ended March 31, 2007 of Rs. [●]: [●]

P/E based on the Floor Price of Rs. [●] and on the EPS of the year ended March 31, 2007 of Rs. [●]: [●]

Industry P/E

i) Highest: 164.6 ii) Lowest: 5.5 iii) Industry Composite: 48.2

(Source: Capital Market Vol. XXII/21, Dec 17-30, 2007)

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3. Average Return on Net Worth

Year RONW (%) Weight 2004-05 1.93 1

2005-06 5.26 2

2006-07 8.22 3

Weighted average 6.19

• Minimum Return on Total Net Worth to maintain Pre-Offer EPS as on March 31, 2007 of Rs. [●] is [●]%

4. Net Asset Value Net Asset Value per Equity Share for the Year ended June 30, 2007 is Rs. 10.89. Net Asset Value per Equity Share for the Year ended March 31, 2007 is Rs. 10.59.

Post Offer Net Asset Value (based on March 31, 2007 NAV) per Equity Share after the Offer, based on the Cap Price of Rs. [●]: Rs. [●] Post Offer Net Asset Value (based on March 31, 2007 NAV) per Equity Share after the Offer, based on the Floor Price of Rs. [●] : Rs. [●] Offer Price*: [•] *Offer Price per Share will be determined on conclusion of book building process. Net Asset Value per Equity Share represents shareholders’ equity as per restated financial statements less revaluation reserves and miscellaneous expenses as divided by weighted average number of Equity Shares outstanding as of date. 5. Comparison with Industry Peers As our Company is currently a niche player in the real estate arena providing IT/ITES infrastructure, we believe that there are no comparable listed entities in terms of size and business model. However, being in the real estate sector, we believe our close competitors although not in terms of size, but in terms of business are as follows:

Particulars EPS (Rs) P/E RONW (%) NAV (Rs.)

Infinity Infotech Parks Ltd.* 0.88 - 8.22 10.74 At Floor Price of Rs. [●] [●] [●] [●] [●] At Cap Price of Rs. [●] [●] [●] [●] [●] Peer Group* DLF Ltd. 2.0 - 62.5 57.7 Unitech Ltd. 5.9 55.7 - 7.2 Akruti City 11.2 42.2 24.9 75.2 Indiabulls Real Estate 0.1 - 0.6 101.2

* Based on Restated Standalone numbers of March 31, 2007 (Source: Capital Market Vol. XXII/21, Dec 17-30, 2007) 6. The face value of our Equity Shares is Rs.10/- per Equity Share and the Offer Price of Rs. [●]/- is [●] times of the

face value of our Equity Shares. The final price would be determined on the basis of the demand from the investors. 7. The BRLMs believe that the Offer Price of Rs. [●]/- per Equity Share is justified in view of the above

qualitative and quantitative parameters. The investors may also want to peruse the risk factors and our financials as set out in the Auditors Report in the Draft Herring Prospectus to have a more informed view about the investment proposition.

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STATEMENT OF POSSIBLE TAX BENEFITS To The Board of Directors, Infinity Infotech Parks Limited Infinity, Plot-A3, Block-GP Sector-V, Salt Lake Electronics Complex Kolkata-700 091 Dear Sirs, Sub: Statement of Possible Tax Benefits We hereby confirm that the enclosed annexure prepared by the company state that the possible tax benefits available to Infinity Infotech Parks Limited and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependant on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the relevant tax laws. Hence, the ability of the company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions which based on business imperatives the company faces in the future, the company may or may not choose to fulfill. The benefits discussed in the enclosed annexure are disclosed under two categories as special tax benefits and general tax benefits and are not exhaustive. This statement is only intended to provide general information and to guide the investors and is neither designed nor intended to be construed as Professional tax advice. We do not express any opinion or provide any assurance as to whether:

• The Company or its shareholders will continue to obtain these benefits in future; or • The conditions prescribed for availing the benefits have been or would be met with. • The revenue authorities/courts will concur with the views expressed herein.

The contents of this annexure are based on information, explanations and representations obtained from the Company and on the basis for our understanding of the business activities and operations of the Company. While all reasonable care has been taken in the preparation of this opinion, we accept no responsibility for any errors and omissions therein or for any loss sustained by any person who relies on it. This report is intended solely for information and for the inclusion in the offer Document in connection with the proposed IPO of the Company and is not to be used, referred to or distributed for any other purpose without our prior written consent. For R. Kothari & Co. Chartered Accountants sd/- Sanjeeb Agarwal Partner (M. No. 56400) Place:Kolkata Date: November 28, 2007

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Annexure To The Board of Directors Infinity Infotech Parks Ltd Infinity, Plot-A3, Block-GP Sector-V, Salt Lake Electronics Complex Kolkata-700091. Dear Sirs, That under the current provisions of the Income Tax Act, 1961 and other applicable laws for the time being in force, the following benefits are available to the Company and to the members of the Company: TAX BENEFITS AVAILABLE UNDER THE INCOME TAX ACT, 1961 1. To the Company a) General Tax Benefits 1. 1 Dividend Income: Under section 10(34) of the IT Act, income by dividends referred to in Section 115-O received by the Company from Domestic Companies is exempt from income tax.

1. 2 Minimum Alternate Tax: In terms of Section 115 JAA (1A) of the Act tax credit shall be allowed in respect of any tax paid under section 115 JB of the IT Act (MAT) for any assessment Year commencing on or after April 01, 2006. Credit eligible for carry forward is the difference between MAT paid and the tax computed as per the normal provisions of the Act. The credit is available for set off only when tax becomes payable under the normal provisions and that tax credit can be utilized to set-off any tax payable under the normal provisions in excess of MAT payable for that relevant year. Such MAT credit shall not be available for set-off beyond 7 years succeeding the year in which the MAT credit initially arose.

1. 3 Depreciation /Business Loss: Under Section 32 of the Income Tax Act, 1961, the Company can claim depreciation allowance at the prescribed rates on tangible assets such as building, plant and machinery, furniture and fixtures, etc. and intangible assets such as patent, trademark, copyright, know-how, licenses, etc. if acquired after 31st March, 1998. In terms of Clause (iia) of Sub-section (1) of Section 32 of the Act, the Company is entitled to further deduction of 20% as additional depreciation on new plant & machinery acquired and installed after 31st March 2005, subject to conditions specified therein. The Company can carry forward and set-off the unabsorbed depreciation allowance, if any, against its income of the future years. The Company is also entitled to carry forward and set-off its unabsorbed business losses for a period upto eight subsequent years for set-off against its business income.

1.4 Preliminary Expenses: Under Section 35D of the Act, the Company will be entitled to a deduction equal to 1/5th of the expenditure of the nature specified in the said Section, including expenditure incurred on present issue, such as Brokerage and other charges, by way of amortization over a period of 5 successive years, beginning with the previous year in which the new unit commences production, subject to the stipulated limits. 1.5 Banking Cash Transaction Tax: The company is entitled to claim deduction of Banking Cash Transaction Tax (BCTT) paid during the previous year on the taxable banking transactions entered into by it from 1st April, 2006 as per the provisions of section 36(1)(xiii) of the IT Act.

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b) SPECIAL TAX BENEFITS

1.6 Tax holiday under Sec 80-IA of the Act: Under section 80IA of the IT Act , the Company is eligible for deduction of an amount equal to 100% of profits & gains derived from eligible business for any 10 consecutive years out of 15 years beginning from the year in which an undertaking develops, develops and operates or maintains and operates an Industrial Park or Special Economic Zone (from assessment year 2002-03) notified for this purpose in accordance with any scheme framed and notified by the Central Government for the period from 1st April,1997 to 31st March,2009 in case of an Industrial Park and 31st March,2006 in case of Special Economic Zones.

1.7 Tax holiday under Sec 80-IAB As per the provisions of section 80-IAB of the IT Act, the Company may be eligible for deduction of 100 per cent of profits derived from business of developing a Special Economic Zone (notified on or after the 1st day of April,2005 under the Special Economic Zones Act, 2005) for 10 consecutive assessment years. The deduction can be claimed for any ten consecutive assessment years out of fifteen years beginning from the year in which the Special Economic Zone has been notified by the Central Government 2. BENEFITS TO THE SHAREHOLDERS OF THE COMPANY 2.1 Resident Members

a) General Tax Benefits

2. 1. 1 Dividend Income:

By virtue of section 10(34) of the Income Tax Act, income earned by way of dividend from a domestic company referred to in section 115O of the Income Tax Act , is exempt from tax in the hands of the shareholders.

2.1.2 Capital Gains: Under section 48 of the IT Act which prescribes the mode of computation of capital gains provides for deduction of cost of acquisition /improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset from the sale consideration to arrive at the amount of capital gain. However as per second proviso to section 48 of the IT Act in respect of Long term capital gains (i.e. shares held for a period exceeding 12 months) from transfer of shares of Indian company it permits substitution of cost of acquisition /improvement with the indexed cost of acquisition /improvement which adjusts the cost of acquisition /improvement by a cost inflation index as prescribed from time to time. Under section, 54EC of the Income Tax Act, 1961, Long Term Capital Gains [in cases not covered under Section 10(38) of the Act] arising on the transfer of shares of the Company will be exempt from capital gains tax to the extent such gains are invested within six months from the date of transfer in the purchase of any specified bonds issued by the National Highway Authority of India (NHAI) and Rural Electrification Corporation Ltd. (REC) for a minimum period of 3 years. Where only a part of the capital gains is so invested, the exemption is proportionately available. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money. Under section 54F of the Income Tax Act 1961 Long Term Capital Gains [in cases not covered under Section 10(38) of the Act] arising on the transfer of shares of the Company held by an individual or Hindu Undivided Family (HUF) shall be exempt from capital gains tax subject to the provisions of the said section, if the net sales consideration is utilized within a period of one year before or two years after the date of transfer in the purchase of a new residential house or for construction of a residential house within a period of 3 years after the date of transfer. By virtue of section 10(38) of the Income Tax Act, income arising from transfer of long-term capital asset, being an equity share in the company is exempt from tax, if the transaction of such sale has been entered into on a recognized stock exchange and such transaction is chargeable to the securities transaction tax. By virtue of section 111 A of the Income Tax Act, short term capital gain (i.e. if shares are held for a period not exceeding 12 months) on transfer of equity share in the Company shall be chargeable to tax @ 10% (plus applicable surcharge plus education cess), if the transaction of such sale has been entered into on a recognized stock exchange in India and such transaction is chargeable to securities transaction tax. However, where the income includes any such short-term capital gain, it shall not be considered for deduction under chapter VIA of Income tax Act, 1961.Short term capital gain arising from

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transfer of shares in a company, other than those covered by section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the Act. Under section 112 of the Income Tax Act, 1961 and other provisions of the Act, long term capital gains, (in cases not covered under section 10(38) of the Act), arising on transfer of shares in the company, i.e. if shares are held for a period exceeding 12 months shall be concessionally taxed at the flat rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso to section 48 or at 10% (plus applicable surcharge and education cess) without indexation, at the option of the shareholder, if the transfer is made after listing of shares. 2. 1. 3 Rebate: In terms of Section 88 E of the Act, the Securities Transaction Tax paid by the shareholder in respect of the taxable securities transactions entered into in the course of the business would be eligible for rebate equal to but not exceeding the securities transaction tax paid by it from the amount of income-tax on the income chargeable under the head ‘Profits and Gains of Business or Profession’ arising from taxable securities transactions. Such rebate is calculated by applying average rate of income tax on such income. 2. 2 Non-Resident Indians/ Non-Residents [Other than FIIs and Foreign Venture Capital Investors] a) General Tax Benefits A Non-Resident Indian (i.e. an individual being a citizen of India or person of Indian origin) has an option to be governed by the provisions of Chapter XII-A of the Income-tax Act, 1961 viz. “Special Provisions relating to certain incomes of Non-Residents”.

2.2.1 Dividend Income: By virtue of section 10(34) of the Income Tax Act, income earned by way of dividend from a domestic company referred to in section 115O of the Income Tax Act , is exempt from tax in the hands of the shareholders.

2. 2. 2 Capital Gains tax –Options available to a non-resident Indian under the Act: Under Section 115E of the Income Tax Act, 1961,where the total income of a non- resident Indian includes any income from investments or income from capital gains of an asset other than a specified asset, such income shall be taxed at a concessional rate of 20 per cent (plus applicable surcharge and education cess) and also where shares in the Company are subscribed for in convertible Foreign Exchange by a Non-Resident Indian, long term capital gains arising to the non-resident on transfer of shares shall (in case not covered under Section 10 (38) of the Act) be concessionally taxed at the flat rate of 10% (plus applicable surcharge and education cess) without indexation benefit and protection against risk of Foreign Exchange Fluctuation.

Under provisions of section 115F of the Income Tax Act, 1961, long term capital gains (not covered under section 10 (38) of the Act) arising to a non resident Indian from the transfer of shares of the Company subscribed to in convertible Foreign Exchange (in case not covered under section 115E of the IT Act) shall be exempt from Income Tax if the entire net consideration is reinvested in specified assets within six months of the date of transfer. If only a part of the net consideration is so reinvested the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets are transferred or converted within three years from the date of their acquisition.

Under provisions of section 115G of the Income Tax Act, 1961, it shall not be necessary for a Non Resident Indian to furnish his return of income under section 139(1) if his only source of income is investment income or long term capital gains or both arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax deductible at source has been deducted there from as per the provisions of Chapter XVII-B of the IT Act. Under section 115H of the I.T. Act, non resident Indian becomes assessable as a resident in India, he may furnish a declaration in writing to the Assessing Officer, along with his return of income for that year under section 139 of the I.T. Act to the effect that the provisions of the Chapter XII-A shall continue to apply to him in relation to such investment income derived from the specified assets for that year and subsequent assessment years until such assets are converted into money.

Under section 115-I of the Income Tax Act, 1961, a Non Resident Indian may elect not to be governed by the provisions of chapter XIIA for any assessment year by furnishing the return of income under section 139 of the Income Tax Act declaring therein that the provisions of this chapter shall not apply to him for that assessment year and if he does so the provisions of this chapter shall not apply to him and instead the other provisions of the Act shall apply.

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2. 2. 3 Rebate: In terms of Section 88 E of the Act, the Securities Transaction Tax paid by the shareholder in respect of the taxable securities transactions entered into in the course of the business would be eligible for rebate equal to the securities transaction tax paid by it from the amount of income-tax on the income chargeable under the head ‘Profits and Gains of Business or Profession’ arising from taxable securities transactions. Such rebate is calculated by applying average rate of income tax on such income.

2. 2. 4 Capital gains: As per first proviso to section 48 of the I.T. Act, in case of a non resident shareholder, in computing capital gains arising from transfer of shares in or debentures of the Company acquired in convertible foreign exchange (as per Exchange Control Regulations), protection is provided from fluctuations in the value of rupee in terms of foreign currency in which original investment was made. Cost Indexation benefit will not be available in such a case. The capital gain/ loss in such a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with such transfer, into the same foreign currency which was utilized in the purchase of shares. Under section 54EC of the I.T. Act and subject to the conditions and to the extent specified therein, long term capital gains (not covered under section 10(38) of the I.T. Act) arising on the transfer of shares of the Company will be exempt from capital gains tax if the capital gains are invested in notified bonds (long term specified assets) issued by the National Highway Authority of India (NHAI) and Rural Electrification Corporation Ltd. (REC) within a period of six months after the date of such transfer and held for a minimum period of three years. Where only a part of the capital gains is so invested, the exemption is proportionately available. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money.

Under section 54F of the Income Tax Act 1961 Long Term Capital Gains [in cases not covered under Section 10(38) of the Act] arising on the transfer of shares of the Company held by an individual or Hindu Undivided Family (HUF) shall be exempt from capital gains tax subject to the provisions of the said section, if the net sales consideration is utilized within a period of one year before or two years after the date of transfer in the purchase of a new residential house or for construction of a residential house within a period of 3 years after the date of transfer.

By virtue of section 10(38) of the Income Tax Act, income arising from transfer of long-term capital asset, being an equity share in the company is exempt from tax, if the transaction of such sale has been entered into on a recognized stock exchange and such transaction is chargeable to the securities transaction tax.

By virtue of section 111 A of the Income Tax Act, short term capital gain (i.e. if shares are held for a period not exceeding 12 months) on transfer of equity share in the Company shall be chargeable to tax @ 10% (plus applicable surcharge plus education cess), if the transaction of such sale has been entered into on a recognized stock exchange in India and such transaction is chargeable to securities transaction tax. However, where the income includes any such short-term capital gain, it shall not be considered for deduction under chapter VIA of Income tax Act, 1961.Short term capital gain arising from transfer of shares in a company,other than those covered by section 111A of the IT Act, would be subject to tax as calculated under the normal provisions of the Act.

Under section 112 of the Income Tax Act, 1961 and other relevant provisions of the act, long term capital gains (not covered under section 10 (38) of the Act) arising on transfer of shares in the Company, if shares are held for a period exceeding 12 months shall be taxed at a rate of 20% (plus applicable surcharge and education cess) after indexation as provided in the second proviso of section 48 or at 10% (plus applicable surcharge and education cess) (without indexation), at the option of the shareholders if the transfer is made after listing of shares. (Indexation will not be available if investments are made in foreign currency in accordance with the first proviso to section 48 of the Income Tax as stated above). 2. 2. 5 Tax Treaty Benefits: Provisions of the Double Taxation Avoidance Agreement between India and the country of residence of the non resident would prevail over the provisions of the IT Act, as per section 90(2) of the IT Act; to the extent they are more beneficial to the non-resident.

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2.3 Foreign Institutional Investors (FIIs) a) General Tax Benefits:

2. 3. 1 Dividend Income: By virtue of section 10(34) of the Income Tax Act, income earned by way of dividend from a domestic company referred to in section 115O of the Income Tax Act , is exempt from tax in the hands of the shareholders 2. 3. 2 Capital Gains Under section 115AD, Short term capital gains or Long term capital gains arising from transfer of shares of the Company which are not exempt under Section 10(38), shall be taxable at concessional rates as follows:

• Short Term capital gains, other than those referred to under section 111A of the Act shall be taxed @30 %(plus

applicable surcharge & education cess).

• Short Term capital gains, referred to under section 111A of the Act shall be taxed @10 %(plus applicable surcharge and education cess).

• Long term capital gains @10%(plus applicable surcharge and education cess). Cost Indexation benefits and foreign currency fluctuation protection as under section 48 of the IT Act will not be available.

By virtue of section 10(38) of the Income Tax Act, income arising from transfer of long-term capital asset, being an equity share in the company is exempt from tax, if the transaction of such sale has been entered into on a recognized stock exchange and such transaction is chargeable to the securities transaction tax. Under Section 54EC of the I.T. Act and subject to the conditions and to the extent specified therein, long term capital gains (not covered under section 10(38) of the I.T. Act) arising on the transfer of shares of the Company will be exempt from capital gains tax if the capital gains are invested in notified bonds(long term specified assets) issued by the National Highway Authority of India (NHAI) and Rural Electrification Corporation Ltd. (REC) within a period of six months after the date of such transfer and held for a minimum period of three years. Where only a part of the capital gains is so invested, the exemption is proportionately available. However, if the said bonds are transferred or converted into money within a period of three years from the date of their acquisition, the amount of capital gains exempted earlier would become chargeable to tax as long term capital gains in the year in which the bonds are transferred or converted into money.

2. 3. 3 Rebate: In terms of Section 88 E of the Act, the Securities Transaction Tax paid by the shareholder in respect of the taxable securities transactions entered into in the course of the business would be eligible for rebate equal to but not exceeding the securities transaction tax paid by it from the amount of income-tax on the income chargeable under the head ‘Profits and Gains of Business or Profession’ arising from taxable securities transactions. Such rebate is calculated by applying average rate of income tax on such income.

2. 3. 4 Tax Treaty Benefits: Provisions of the Double Taxation Avoidance Agreement between India and the country of residence of the FII would prevail over the provisions of the IT Act, as per section 90(2) of the IT Act; to the extent they are more beneficial to the FII. 2.4 Venture Capital Companies / Funds In terms of section 10(23FB) of the Income Tax Act, 1961 all venture capital companies / funds (set up to raise funds for investment in venture capital undertaking registered and notified in this behalf) registered with Securities and Exchange Board of India, subject to the conditions specified, are eligible for exemption from income tax on all their income, including dividend and income from sale of shares of the company. However in view of the provisions of section 115U of the IT Act, any income derived by a person from his investment in venture capital companies or funds would be taxable in the hands of the person making an investment in the same manner as if it were the income received by such person had the investments been made directly in the venture capital undertaking.

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2.5 Mutual Funds In case of a shareholder being a Mutual fund, as per the provisions of section 10(23D) of the I.T. Act, any income of Mutual Funds registered under the Securities and Exchange Board of India Act, 1992 or Regulations made there under, Mutual Funds set up by public sector banks or public financial institutions and Mutual Funds authorized by the Reserve Bank of India is exempt from income-tax, subject to the conditions notified by Central Government in this regard.

B. TAX BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957 Shares of the company held by the shareholders are not treated as assets within the meaning of section 2 (ea) of Wealth Tax Act, 1957; hence the value thereof is not includible in the net wealth chargeable to Wealth Tax.

C. TAX BENEFITS AVAILABLE UNDER THE Gift Tax ACT, 1958

Gift Tax is not leviable in respect of any gifts made on or after 1st October, 1998. Therefore any gift of shares of the Company will not attract Gift tax.

Tax Treaty Benefits

In accordance with section 90(2) of the I.T. Act, an investor has an option to be governed by the provisions of the I.T. Act or the provisions of a Tax Treaty that India has entered into with another country of which the investor is a tax resident, whichever is more beneficial. Notes: a. All the above benefits are as per the current laws. Legislation, its judicial interpretation and the policies of the

regulatory authorities are subject to change from time to time, and these may have a bearing on the benefits listed above. Accordingly, any change or amendment in the law or relevant regulations would necessitate a review of the above.

b. The above statement of possible tax benefits sets out the provisions of law in a summary manner only and is not a

complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of ordinary shares. The statements made above are based on the tax laws in force as interpreted by relevant taxation authorities as of date.

c. All the above benefits are as per the current tax law as amended by the Finance Act, 2007.

d. The stated benefits will be available only to the sole/first named holder in case the shares are held by joint holders.

e. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any

benefits available under the Double Taxation Avoidance Agreements, if any, between India and the country in which the non-resident has fiscal domicile.

f. This statement is only intended to provide general information to the investors and is neither designed nor intended to

be construed as professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her participation in the issue.

Yours faithfully, For R. Kothari & Co. Chartered Accountants sd/- Sanjeeb Agarwal Partner M. No. 56400 Dated: November 28, 2007. Place: Kolkata.

- 39 -

SECTION IV – ABOUT OUR COMPANY

INDUSTRY OVERVIEW The information in this section is derived from various government publications and other public sources. Neither we nor any other person connected with this Offer has verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and accordingly, investment decisions should not be based on such information. The Indian Economy India is the second most populous country, and the most populous liberal democracy in the world, with India's Central Statistical Organization estimating a population of 1,112 million people as at October 01, 2005. According to the World Bank, India was the twelfth largest economy in the world in the year ended March 31, 2005, and the fourth largest economy in the world in terms of purchasing power parity GDP according to International Monetary Fund, 2006 with a nominal GDP estimated to be US$ 731 billion. (Source: World Bank) Since 1991, India has gradually opened up its markets through economic reforms and reduced government controls on foreign trade and investment. The key reforms were focused on implementing fundamental economic reforms, deregulating industry, accelerating foreign investment and pushing forward a privatization program for disinvestment in various public sector operations. In part as a result of the reform program, India's economy has recently registered significant growth, with the real GDP (at factor cost) growth of 8.5%, 7.5%, 9.0% & 9.4% for the financial year ended 2004, 2005, 2006 & 2007 and growth of 120% from the year ended March 31, 1991.

In ‘000 crores $ in billions

GDP at factor cost FDI Equity Inflow

2,047.72,222.6

2,389.72,604.5

2,848.2

3.8%

8.5%

7.5%9.0%

9.4%

0.0

700.0

1,400.0

2,100.0

2,800.0

Rs3,500.0

2002-03 2003-04 2004-05 2005-06 2006-07

0.0

4.0

8.0

12.0

16.0

20.0%

GDP % growth

2.7 2.2

15.7

3.2

5.5

183.6%

-33.0%

-18.3%

44.7%

72.3%

0.0

4.0

8.0

12.0

16.0

$20.0

2002-03 2003-04 2004-05 2005-06 2006-07

-50.0

0.0

50.0

100.0

150.0

200.0

Source: CSO Source: DIPP

Foreign Direct Investment (“FDI”)

The Indian Government has taken a number of steps to encourage and facilitate FDI investments. With increased liberalization, equity caps on FDI exist only in limited sectors. The inflow of Foreign Direct Investment (FDI) has registered robust growth in the current financial year. As per UNCTAD, India surpassed South Korea to become the fourth largest recipient of FDI in the Asia-Pacific region during the financial year 2006-07. During April-May 2006, total FDI inflows were Rs.151.8 billion or US$3.7 billion. Cumulative FDI inflows since August 1991 up to March 2007 were Rs.2,320.4 billion or US$54.6 billion (Source: DIPP). According to the UNCTAD’s world investment report, 2005, India is the second most attractive investment destination among Transnational Corporations.

Overview of Real Estate Sector in India

Technically the term ‘real estate’ is defined as land, including the air above it and the ground below it, and any buildings or structures on it. It is also referred to as realty. The real estate/construction sector plays an important role in the overall development of a country, as it is this sector that defines the country’s infrastructure. The main stakeholders in the real estate market are the landlords, developers, builders, real estate agents, tenants and buyers. Activities in the real estate sector may broadly be classified into (i) Residential, (ii) Commercial (iii) and the Retail segment.

Residential RetailCommercial

The Real EstateIndustry

- 40 -

The Residential Segment Residential segment is the biggest segment in the real estate industry of India. With a growing population and increasing urbanization, improving demographics, the joint family system giving way to formation of nuclear families, rise in disposable income coupled with the propensity to spend fuelled by a rise in employment opportunities, the demand for housing in India as it stands today far exceeds the supply. The Tenth Five-Year Plan (2002-2007) estimated a shortage of 22.4 million housing units. Thus, over the next 10 to 15 years, 80 to 90 million housing units will have to be constructed with a majority of them catering to middle and lower income groups. The investment required for constructing the houses and related infrastructure in this period would, thus, be to the order of US $ 666 billion at roughly US $ 33 billion to US $ 44 billion per year (Source: FICCI). The Commercial Segment Commercial Segment is the next biggest segment, with highest contribution of 80% coming from IT/ITES sector (Source: Knight Frank). IT/ITES has generated huge employment opportunities, with the total number of employees crossing a million in FY05 (Source: Nasscom). By 2008 the IT/ITES sector is anticipated to employ an additional of 0.8 million professionals (Source: Knight Frank). To service this huge number, it is estimated that the IT/ITES sector would require fully developed space amounting to 60-80 mn.sq.ft. over a span of the next three years (Source: Knight Frank). Knight Frank Research indicates that the current frenetic pace of development undertaken by various developers across the country would result in a total office space supply of approximately 103 mn sq.ft by the year 2008 (this includes IT/ITeS office space + office space supply for other sectors, taking into account projects under construction also). The Retail Segment Retail in India is currently estimated to be a $230 billion industry, of which organized retailing makes up 3% or roughly $7 billion in contrast to which organized retail is the biggest industry in the world with 25 companies, of the top 50 fortune 500, in the retailing business (Source: Knight Frank). But with increased liberalization, improved infrastructure, adoption of modern technology, growing pool of skilled and trained manpower, organized retail in India is expected to grow at the rate of 25-30% per annum and is projected to attain a size of $23 billion by 2010 (Source: Knight Frank). Currently, there are a total of 361 mall projects underway in India, 227 are in the top 7 cities while 134 are distributed over various Tier-II and Tier-III cities. These statistics reveal the far-reaching effects of positive macro trends in changing the consumer preferences and shifting mindsets towards organized retailing experience. Besides new malls, close to 35 hypermarkets, 325 large department stores and over 10,000 new outlets are also under development. (Source: Knight Frank). Growth Drivers for the Industry The current growth in the real estate industry is backed by the following growth drivers:

Rising GDP

Strong FDI and Portfolio InflowsBooming IT/ITES Sector Impact

Improving Demographics Rising Affordability

Industry Growth Drivers

Rising GDP: Overall economic growth is the strongest growth driver for any country and has a direct impact on the real estate industry. India’s GDP has been growing at a real CAGR of 6.4% for the last 12 years and 11% for the last five years (Source: CSO).

- 41 -

Improving Demographics: India’s real estate industry has benefited strongly from the favorable change in its demographic profile. With more than half its population in the age group 15-64, rising incomes and urbanization, the demand for quality housing and world class office and retail space is growing at a rapid pace.

In Rs In millions

Per Capita Disposable Income Urban Population

17,30918,724 19,512

21,357 22,50825,046

11.3%

5.4%

9.5%

4.2%

8.2%7.3%

0

5,000

10,000

15,000

20,000

25,000

Rs30,000

2000-01 2001-02 2002-03 2003-04 2004-05 2005-060.0

4.0

8.0

12.0

16.0%

Per Capita Disposable income % Growth

78.9

109.1

159.5

217.2

285.4

0

50

100

150

200

250

300

1961 1971 1981 1991 2001

Source: CSO Source: Census, India

Rising Affordability: With a booming economy, the annual personal disposable incomes have consistently grown during the last 5 years. The increase in per capita disposable income coupled with lower interest rates and fiscal incentives has resulted in greater affordability across the price spectrum. However interest rates on home loans have hardened recently but the constant amount of EMI’s still leaves the affordability intact. Booming IT/ITES sector: India has established itself as a major destination for IT/ITeS activities with a large number of blue-chip global companies establishing and expanding their presence in the country. Although supply is on the rise, greater demand for quality work space and infrastructure has pushed up rental/capital values in most locations across the country. Strong FDI and Portfolio Inflows: Till recently, FDI in real estate was restricted to development of industrial parks, hotels, integrated townships and SEZ’s. On March 3, 2005, Government of India replaced the integrated township policy to permit FDI upto 100% in townships, housing, built-up infrastructure & construction - development projects. Consequently a large number of domestic and global funds have entered the market with a view to participate in an erstwhile closed opportunity (Source: DIPP). Industry Characteristics Fragmentation of market: The Indian real estate industry is highly fragmented and majority of the market belongs to the unorganized segment. The percentage of listed real estate companies is quite low albeit rising in the recent past. Regional Concentration of existing players: A key strength of a real estate developer is familiarity with the local environment and geography as a result of which most Indian developers tend to gain specialization in locally tested areas. Currently, there are very few players operating on a pan-India level. Product Type: Real estate developments can be broadly classified into two types of assets, namely the self liquidating assets which are typically funded by buyer advances, equity & debt and the capital intensive income producing assets which are funded by equity, debt and rental deposits received from tenants. Regulatory Environment: The Government has decided to allow FDI up to 100% under the automatic route in townships, housing, built-up infrastructure and construction-development projects (which would include, but not be restricted to, housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure) subject to certain guidelines. With regards to bank funding, risk weightage assigned to real estate lending has increased of late resulting in tightening of credit availability to developers. At a project execution level, the Indian market is characterized by a number of local acts, policies and regulations that vary even from state to state. In addition there are a number of approvals such as zoning, building plan, environmental, fire etc that have to be obtained by the developers before commencing any project. Revenue Model: The various assets developed by the developers can either be leased or sold outright. Under the leasing option, the lease rentals received from tenants form a source of recurring cash flow for the developer. This apart, the property rights remains with the developer, enabling the property to be disposed of subsequently, if required.

- 42 -

Macro & Micro Risks:

• Development Risks: The profitability of real estate projects are subject to risks of mis-pricing, adverse conditions, geological conditions, management of specification changes and the outcome of claims on competitions.

• Interest Rates: The interest rate scenario in India has been hardening in the recent past primarily due to rising

inflation. For the consumer housing loans have become more expensive whereas for the developer expensive loans have affected their bottom lines.

• Increasing Raw Material Prices: As in any other business, profitability of a real estate project depends largely on

underlying costs. Typically, at the project planning stage, developers forecast project costs and revenues to arrive at potential profitability. However, during the execution of the project, prices of key raw materials can move adversely resulting in a disparity between projected and actual profit.

• Tax incentives: The Indian government has in force a number of fiscal incentives especially for the IT/ITeS and

export-oriented infrastructure development space, a few examples of which are the Software Technology Park, Industrial Park and Special Economic Zone (SEZ) policies. Guidelines of the SEZ policy however are still ambiguous leading to confusion in the minds of both the developers and potential occupants of such projects.

• Credit Risk: The strength of clients on whom the receivables are being generated is important. Real estate

developers usually secure project advances from clients to keep them committed to the projects. Indian IT industry The Indian IT-BPO sector (including the domestic and exports segments) is growing at an estimated 28 percent in FY2007. Over FY2001-2006, India’s share in global sourcing is estimated to have grown from 62 percent to 65 percent for IT and 39 per cent to 45 percent for BPO. Total revenue aggregate for the sector is expected to exceed USD 47.8 billion, nearly a ten-fold increase over the aggregate revenue of USD 4.8 billion, reported in FY1998, and direct employment is likely to cross 1.6 million. As a proportion of national GDP, the revenue aggregate of the Indian technology sector has grown from 1.2 percent in FY1998 to an estimated 5.4 percent in FY2007. Net value-added by this sector, to the economy, is estimated at 3-3.5 percent for FY2007 (Source: Nasscom). IT-ITES industry has created huge employment opportunities in the country with the number of IT-ITES professionals growing from 830,000 in FY 2003-04 to well over one million in FY 2004-05 and is estimated to grow further to an employee base of 1,630,000 in FY 2006-07 (Source: Nasscom).

In ‘000 In % Employees Software Exports Growth (2000-2006)

830.0

1,058.0

1,293.0

1,630.0

0.0

400.0

800.0

1,200.0

1,600.0

2,000.0

2004 2005 2006 2007E

1,700

1,080

910

756

693

639

600

422

West Bengal

Andhra Pradesh

Maharashtra

Karnataka

Kerela

Tamil Nadu

Delhi

Orissa

Source: Nasscom Source: Webel

Services and software exports are main contributors in revenue generation for the industry contributing USD 31.3 billion in FY 2005-06 beating the forecast to register 32.6% growth over the previous year (Source: Nasscom). Leveraged by the sharp increase in exports the Tier I (Delhi, Mumbai, Bangalore) locations in India have consistently become costlier and thereby encouraging the MNCs to actively look at Tier II (Hyderabad, Chennai, Pune & Kolkata) and Tier III (Chandigarh, Lucknow, Jaipur, Indore etc) cities in other states which resulted in a sharp increase in software exports in last few years in these states (Source: WEBEL).

$ in billions

Revenues

10.4 13.517.8

23.73.45.2

7.2

9.5

5.0

5.9

7.0

8.2

2.9

3.9

5.3

6.5

21.6

28.4

37.4

47.8

0.0

10.0

20.0

30.0

40.0

$50.0

2004 2005 2006 2007E

IT Services ITES-BPO Hardware Others

Source: Nasscom

- 43 -

Going further, worldwide technology related spends are forecasted to reach USD 2.1 trillion by 2010, growing at a CAGR of more than 7 percent over 2006-2010. Growth in global sourcing is expected to outpace growth in total spends, with up to USD 110-120 billion of the total amount spent on software and services in 2010, likely to be sourced through the global delivery model (Source: Nasscom). Growth Drivers for the Indian IT Industry:

• Cost Arbitrage – India delivers a cost advantage when compared with other developed countries, with the clients’ regularly reporting savings of 25-50 percent over the original cost base (Source: Nasscom). This cost arbitrage is unlikely to go away. There are several factors supporting this. Firstly, the wages in India in comparison to the developed countries are very low, also the 10-15 percent wage inflation in India amounts to a lower dollar value increase in the wage bill, compared to the 3-4 percent average wage inflation in the developed countries (Source: Nasscom). Secondly, the Indian telecom market has also evolved from a public sector monopoly to thriving free-market competition, which resulted in price reduction and the market is yet to reach at internationally competitive levels. The IT-BPO sector has been a key beneficiary, with the cost of international connectivity declining rapidly and service level quality improving significantly. Going forward, there are still many more low cost Tier II & Tier III cities in India which are yet to be explored and there is still scope for further leveraging operational levers to drive efficiencies in the industry.

• Abundant Talent - With over half the population of India aged

less than 25 years, India’s young demographic profile is a unique and an inherent advantage. This, complemented by a vast network of academic infrastructure and the legacy effects of British colonization has contributed to an unmatched mix and scale of educated, English-speaking talent.

• Government Policies - Policy makers in India have laid special

emphasis on encouraging foreign participation in the IT-BPO sector – recognizing its importance not only as a source of financial capital but also as a facilitator of knowledge and technology transfer. Consequently, IT-BPO firms enjoy minimal regulatory and policy restrictions along with a broad range of fiscal and procedural incentives offered by the central as well as individual State Governments (Source: Nasscom).

• Supporting Infrastructure – With the development of Industrial Parks and Technology parks, cities across the

country have witnessed growth in office facilities, and other supporting business infrastructure matching global standards. A number of developers are focusing more on these Industry/Technology parks, the driving factor being the fiscal sops offered. Deregulation of the aviation sector has also provided a significant edge to the availability and affordability of airline travel which in turn has also helped add a larger number to the list of delivery locations for potential expansion.

• Quality output and Information Security - Since the inception of the industry in India, players within the country

have been focusing on quality initiatives, to align themselves with international standards. Over the years, the industry has built processes and procedures to offer world class IT software and technology related services.

Kolkata - Emerging City in the IT Industry Kolkata – the capital city of West Bengal was the fastest growing STP in India during the 3 years 2001 to 2004 (Source: Webel). The buoyancy of IT-ITeS sector has triggered off demand for office space with the developers putting up more supply. The continuing and increasing cost pressures in India’s Tier I cities, Bangalore, Mumbai and Delhi is encouraging more companies to actively look at Tier II cities, Hyderabad, Chennai, Kolkata and Pune & Tier III cities such as Chandigarh, Nagpur & Indore to satisfy their future requirements for the off shoring of business processes.

In ’000

Number of Engineering Graduates

139 170222

270 290

177195

219231

246

316365

441

501536

0

100

200

300

400

500

600

2003 2004 2005 2006 2007E

Degree Diploma & MCA Source: Nasscom

STPs Growth ( 2001-04)

70.0%

46.0% 45.0%

36.0%29.0%

36.0%

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

80.0%

Kolkata Chennai Mumbai Hyderabad Bangalore All India Source: Webel

- 44 -

Key Drivers Following are the growth drivers which have established Kolkata as a very attractive destination for IT/ITES companies: Office Space Availability in Kolkata Kolkata’s office market is divided into two geographic areas namely the Central Business District (CBD) and the Emerging Peripheral Business District (PD). CBD includes central Kolkata (namely Chowringhee Street, Camac Street, Park Street and AJC Bose Road) where residential spaces have been redeveloped as offices. The emerging Peripheral Business District comprises two locations in the eastern part of the city, namely Salt Lake and New Town Rajerhat, both of which are being promoted by the West Bengal government as IT/ITES hubs. The city is already home to 250 companies with over 45,000 IT professionals. In 2005-06 approximately 1.2 mn.sq.ft of office space had been leased out with majority of the demand coming from the suburban locations of Sector V, Salt Lake and New Town, Rajarhat. There have been huge additions of built up space recently and currently 1.33 million sq.ft of land is proposed for 13 new projects coming up (Source: WEBEL, Knight Frank). World Class Infrastructure

• Power: West Bengal is a surplus power state and a net exporter. Vasscom & Gartner has ranked the state number one in terms of Power supply and availability. The State has also the lowest per unit rate for electricity (Source: WEBEL).

• Underground train network: Kolkata has a fully functional underground train network. There are plans to connect new town, Rajarhat and Salt Lake through metro by 2010 (Source: WEBEL).

• Road Network: State has strengthened road networks with four new flyovers coming up in addition to the already existing seven flyovers. The new road to airport from salt lake has decreased commuting time to 20 minutes. The AJC Bose flyover in Kolkata is the largest urban flyover (2.9 km) commissioned in a record time of 368 days (Source: WEBEL).

• Air Connectivity: Kolkata has 2 international airports at Kolkata and Bagdogara which are very well connected with all the major cities of the world.

• Telecom Connectivity: The state is very well connected with four players in the market namely Airtel, Reliance, BSNL and Tata Indicom. The state is soon going to have a submarine cable landing station (Source: WEBEL).

Cost of Operation Kolkata offers the cheapest labor and non-labor costs for call centers when compared across other Tier I and Tier II cities in terms of indexed cost/FTE (full time employee), with the overall cost of operations amounting to be at least 12% less than in other metros. Also the consumer price index is the low in Kolkata when compared across other Tier I and Tier II cities (Source: WEBEL).

In Rs In RsIndexed cost/FTE for Call Centers Consumer Price Index

36.6 32.8 30.6 26.9 24.7 23.5

63.4 67.2 67.2 65.1 65.1 64.9

88.489.791.997.8100100

0

20

40

60

80

100

120

Mumbai Delhi Bangalore Chennai Hyderabad Kolkata

Labour-related costs Non labour costs

605

557

541

541

479

Chennai

Hyderabad

Bangalore

Pune

Kolkata

Source: Webel Source: CSO

In Rs/UnitPower Costs

4.7

4.3

3.9

3.8

3.7

3.5

3.5

Chennai

Gurgaon

Chandigarh

Hyderabad

Bangalore

Kolkata

Mumbai/Pune

Source: Webel

- 45 -

Education & Labor With a literacy rate of 68.64% and a population of 80.22 million, West Bengal offers a large pool of talented labour (Census 2001). The state is home to 16 Government University including Central University, 67 engineering colleges and 450 degree colleges. This includes premier universities such as IIT Kharagpur, Calcutta University, IIM Calcutta, ISI Kolkata, Presidency St.Xaviers college. Every year over 17,000 students enroll for engineering; 570,000 students enroll for graduate courses (120,000 in science; 120,000 in commerce & 330,000 in arts) and every year around 30,000 students pass out from English medium schools. The state is also coming up with new campuses for Indian Institute of Sciences and Dhirubhai Ambani Institute of Information & Communication Technology (Source: WEBEL). Kolkata offers a very low attrition rate when compared to other metros, which forms an integral part of the city’s culture. Also the starting compensation package in Kolkata for a fresher is very less as compared to other metros, which contributes to a greater cost arbitrage for the companies foraying into Kolkata (Source: WEBEL).

In % In Rs’000

Attrition Rate Salaries for Freshers

20%

20%

20%

10%

10%

5%

30%

30%

30%

20%

20%

10%

Delhi

Mumbai

Bangalore

Chennai

Hyderabad

Kolkata

Minimum Maximum

110

90

84

84

84

66

140

110

108

105

95

84

Mumbai

Delhi

Bangalore

Chennai

Hyderabad

Kolkata

Minimum Maximum Source: CSO Source:Webel

- 46 -

OUR BUSINESS Overview We are an IT/ITeS infrastructure provider with a business model built around quality, innovation and customer orientation, a lease-based revenue model, currently with a key focus on the eastern region of India. In 1995, our Company formed a strategic alliance with West Bengal Electronics Industry Development Corporation Ltd. (WEBEL - a nodal agency of Government of West Bengal for developing IT and ITeS industries in the state) with the objective of creating state-of-the-art IT / ITeS infrastructure, offering a complete range of services to both IT related and enabled companies. Our proposition is ‘Intelligent Buildings’, a creation of design, high-tech service infrastructure, primarily for corporate houses and companies operating in the IT/ITeS space. We were keen to partner with and support the state government in its initiatives to position West Bengal as a key destination for Indian and global IT/ITeS companies through the development of quality infrastructure and formulation of policies. Our product offering is built on the philosophy of quality, innovation and customer orientation and it is our endeavour to develop each of our projects with the following common features:

• Latest Architecture and environmental design • Civil construction and structural fabrication • Uninterrupted power • Global high bandwidth networking and dedicated telephone lines • Building automation systems • Facility management • Disaster recovery systems

Our operational asset, “Infinity Thinktank”, has a total rentable area of approx. 300,000 sq.ft. which is fully leased out and occupied and we have seven other projects aggregating to a developable area 7.38 mn. sq.ft. at various stages of implementation in Kolkata of which our share is approx 4.00 mn. sq.ft and one project in Guwahati aggregating to 0.66 mn sq.ft. out of which our share is approx. 0.29 mn sq.ft.. Post commissioning of these projects, we will be a large provider of IT/ITeS space in Salt Lake Sector V, considered to be the IT/ITeS hub of West Bengal. In addition, as part of our expansion strategy, we intend to develop IT/ITeS based township projects in eastern India. Infinity Thinktank On its 1.92 acre plot of land, our first project, the twin tower - Infinity Towers Complex at Kolkata’s Salt Lake Sector V comprises of Tower I - 11 storied and Tower II – 16 storied (plus Ground & basement). Although we were an early entrant into the Kolkata IT/ITeS infrastructure market, we provided our customers with hi-tech facilities such as a dedicated telephone exchange with a remote switching unit, direct fiber optic connectivity to VSNL, 3000 kva (extendable upto 4000 kva) power supply with abundant back-up, an Integrated Building Management System (IBMS) and a customer service team to ensure single point interface for quicker response time. The twin towers have been branded as “Infinity Thinktank” and Tower I was inaugurated in February 2000. Tower I & Tower II have a total rentable area of approx. 300,000 sq ft and both the towers currently are fully occupied. The present lessees of Infinity Thinktank include names such as E-force, Ixia, etc.

- 47 -

Proposed Projects In addition to the above operational project, our Company (through itself or SPVs) currently has the following proposed projects in its portfolio: Name of the Project Location Developable

Area (in mn.sq.ft.)

IIPL’s Share* (in mn.sq.ft.)

Start Date End Date

Infinity Benchmark Salt Lake, Kolkata

0.57 0.57 July 2005 March 2008

Infinity BPO Salt Lake, Kolkata

0.54 0.19 July 2007 June 2009

Godrej Waterside Salt Lake, Kolkata

2.15 0.84 November 2006

March 2009

Infinity BNKe Salt Lake, Kolkata

0.42 0.35 February 2008 January 2010

Infinity Magnacon Salt Lake, Kolkata

0.97 0.23 April 2008 March 2010

Infinity KITP SEZ I Bantalla, Kolkata

July 2008 December 2009

Infinity KITP SEZ II Bantalla, Kolkata

2.11 1.06 January 2010 June 2011

Infinity Guwahati Mall Guwahati

0.66 0.29 April 2008 March 2010

Infinity DPSC Salt Lake, Kolkata

0.62 0.47 July 2008 June 2010

* IIPL’s share either directly or through SPVs Competitive Strengths Our principal competitive strengths include the following: Brand Recognition Our Company promoted the ‘Intelligent Building’ concept in West Bengal and delivered to the customers a technological development with a number of additional facilities and services. With a large inventory under implementation but built with the same value proposition and commitment, we believe Infinity is recognized as a brand that is capable of developing IT/ITeS infrastructure with an emphasis on technology, environmental values and work-life environment, ahead of competition. Government Partnership & Support We believe our relationship with the local authorities/government is a key strength of our organization. Our foray into development of world-class IT/ITeS infrastructure was through a joint venture with WEBEL, a government body whose support and encouragement we enjoy till this date. Our partnership with WEBEL has resulted in the allotment of two other plots of land in Salt Lake Sector V to our Company. Land Bank & Land Sourcing Capabilities Kolkata is witnessing growth in the IT/ITeS industry which has resulted in a demand-supply gap. We believe we differentiate ourselves in terms of our ability to source strategic parcels of land in prime existing locations such as Salt Lake Sector V and in upcoming IT hubs such as Bantalla. Our (including projects executed under SPV/Subsidiary) land bank has a planned development of approx 7.38 mn sq.ft. making us a potentially large provider of IT/ITeS space at sought after locations in Kolkata. Product Concept & Service Proposition Our name signifies limitless possibilities. Our endeavor is to constantly innovate and strive to exceed customer expectations in terms of both product and services. Our completed project Infinity Thinktank offers to our clientele an experience of high-tech design combining environmental values and robust engineering coupled with a dedicated 24/7 customer service team. Going forward, we intend to leverage our core capabilities and raise the bar with each new project, Infinity Benchmark

- 48 -

being one such example which is being designed in order to obtain the ‘Green Building certification’ (which revolves around energy efficiency and conservation) from United States Green Building Council.. Client Satisfaction & Loyalty We understand the impact of design, quality, convenience, responsiveness and social environment on our clients’ business efficiency and strive to incorporate the above in each of our projects. Although ours was among the first few IT parks in Kolkata, we provided our customers with hi-tech facilities such as a dedicated telephone exchange with a remote switching unit, direct fiber optic connectivity to VSNL, 4000kva power supply, an Integrated Building Management System (IBMS) and a customer service team to ensure single point interface for quicker response time. Delivery Model Our delivery model revolves around a core strategy, planning and execution team that liaises with industry specialists across various development activities. We believe that this approach provides for adoption of global design and technology with the critical planning and execution monitoring team being in-house. Brief overview of development activities and our associates is provided below: Design & Architecture Design & Architecture of our projects is outsourced to consultants. Our Company has engaged M/s Agarwal & Agarwal as architects for our ongoing projects. Our Company, however, has its own team of professionals that acts as a conduit between the architect and the contractors. They undertake the supervisory role of vetting the drawings & designs submitted by the architect and implementing the same through the contractors. Structural Design Structural design consultants are primarily responsible for planning the Structural Design of our projects and then coordinating with the contractors to execute the structural design. Our execution team liaises with the consultants and the contractors. The structural design consultants’ team plays the supervisory role in the implementation of the designs which are periodically monitored and meetings are held with contractors and design consultants from time to time for better execution of the project. For verification of BOQ submitted by design consultants Quantity surveyors are appointed from time to time for specific projects. Our Company has appointed SPA Consultants of Kolkata and Manhardt of Singapore, which is a multidisciplinary engineering firm, for structural design of our Benchmark Project. Interior Design Interior designing of the projects include designing of the common space, common passage, lobbies and landscaping. Generally the interior of the office space is designed by the clients; however we also provide plug & play facilities and incubation centres as per customers’ requirements. We have appointed Work Sphere Architect, Mumbai - a client focused organization specializing in designing work place environments, for our ongoing “Infinity Benchmark” project at Kolkata. A supervisory and coordinating team of qualified professionals is formed for specific projects for proper monitoring and execution of interior designs.

StrategyFormulation

Project Concept

Project Planning

Project Execution

Design /Architecture

StructuralDesign

Interior Design

Energy Models

ConstructionElectrical /

BuildingManagement

Marketing/Tenant

Acquisition

CustomerResponse

Cell

Land Acquisition /

Liaison

PropertyManagement

Outsourced

ProcurementLegal

Advisors

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Energy Models Our Company is dedicated towards building environmentally responsible and healthy places to live and work in by using energy efficient equipment. Some of the energy efficient equipments used in our ongoing projects are: Double glazed glass with low UV factor and shading co-efficient to ensure maximum daylight and minimum heat, chillers with Coefficient of Performance (“COP”) of more than 6, primary and secondary pumps with Variable Speed Drives (VSDs), Double skin Air Handling Units (AHUs) with Variable Frequency Drives (VFDs), Aluminium Composite Panels (ACPs) etc. We have appointed Environmental Design Solutions of New Delhi and Confederation of Indian Industry, Hyderabad as Green Building Consultant for our Benchmark project in Kolkata. The responsibility of these professional energy consultants is to provide energy model solutions & consultancy. Construction We believe that at this stage, in order to optimally utilize our workforce bandwidth, appointing reputed professional characters works well for us. In addition we recognize that by outsourcing of construction activities for specific projects, capital investment and overhead expenses are reduced to a great extent. We have appointed Ahluwalia Contracts (India) Ltd. for our Benchmark Project. Our construction work is undertaken under the leadership of Project Head, who has the primary responsibility to deliver a quality project in a timely and cost efficient manner. Under the project head there is a team of engineers that supervises and controls the construction of the project. Electrical Management/Building Management Systems Building management system provides complete solution in an automated environment in the areas of fire safety, electricity usage optimization, air-conditioning, and quick detection of faults in the service system and provides immediate response for rectification of the same. We have installed Building Management System of Johnson Controls of United States for Infinity Tower I & Tower II and Siemens for our Benchmark project at Kolkata. Being a service oriented company our prime focus is providing quality service to the customers and in order to achieve our goal we appoint reputed professional consultants for providing world class infrastructure and services for every project. We have appointed Entask Electricals, Bangalore, an industrial and building service consultancy group for providing complete solution to HT/LT connection, Air-conditioning system, firefighting, plumbing & Sanitary. Our Electrical Management & Building Management System team for each project is headed by an Electro-Mechanical Engineer, who with his subordinates undertakes the supervision and control of the project. Marketing Set-up Marketing function of our Company is headed by our CMD assisted by a team of professionals. Our Company adopts a three pronged marketing strategy as explained below: 1. Services of leading international property brokerage firms, as well as renowned domestic property consultants. 2. Direct End user interaction to understand customer expectations better and incorporate the same in our design and

services. 3. Participation in public forums such as exhibitions, conferences etc organized by industry bodies like NASSCOM, CII,

FICCI etc. Customer Response Cell In order to provide our customers the convenience of a single-point contact for all service related issues we appoint customer care solutions providers in our projects. We have appointed a property management company for our project Infinity Tower I & II in Kolkata where we have a team of professional staff appointed by the said firm working to serve our customers with quick response to their queries and problems. We have a dedicated customer care manager who can be contacted by the clients directly. We intend to provide similar response cells in each of our forthcoming projects. The prime responsibility of the Customer Response Cell is to take on record complaints or feedback received from existing and prospective customers and clients through mails or through telephone and forward the same to the appropriate team for immediate action. Legal Advisors All legal matters including the agreements with various vendors and clients related to specific projects are undertaken under the leadership of professionals like chartered accountants and company secretaries in consultation with professional legal advisors. In order to do the same we have appointed C.K.Jain & Co. as our legal advisors.

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Project Monitoring We appoint project monitoring consultants to conduct detailed analysis of the project expenses, negotiations and work orders given to various vendors etc. Project monitoring work is undertaken under the leadership of a Project head. Under the project head our planning and execution teams are involved in the entire development life-cycle of a project to ensure optimal utilization of resources and the progress of the project as per project schedules. In undertaking such a role the team interfaces and co-ordinates with other departments and project managers located at the project sites. The team’s role begins from the sanction of the plans and continues until the completion of the project. Procurement Our centralized procurement department is responsible for the procurement of material (indigenous & imported) including civil, finishes, plumbing, electrical items. The material procured by the procurement division includes items such as steel, cement, ready mixed concrete, granite, sanitary fittings, paints, tiles etc. Our dedicated procurement department ensures that the raw material requirements of each project are satisfied in a timely and cost effective manner and also ensures that raw materials and other goods and services sourced from third party vendors are delivered in a timely manner and payment is made to suppliers as per time schedule mentioned in the work order. Employee Base Our Company is structured functionally in order to ensure process efficiency, clear allocation of roles & responsibilities and quality of projects. We currently have 62 personnel (excluding the executive Directors) on the rolls of our Company and 9 personnel on the rolls of our Subsidiary. We have appointed personnel with a talent mix and experience with 2 PHDs, 4 CAs, 6 engineers, 2 Architects, 3 MBAs and 8 diploma holders. In addition, our Company enjoys the services of the following two independent personnel Mr. G. D. Poddar and Dr. B. N. Majumdar on a non-payroll basis who bring to the table industry experience and relationships to our Company: Business Strategy

Strong Foundation Scale Expansion Integrate with Infrastructure

� Promote the ‘Intelligent Building’ concept in the state of West Bengal

� Forge strategic alliance with government bodies to develop and promote the state as a preferred IT/ITeS destination

� Create a pipeline of quality assets at strategic locations to establish brand ‘Infinity’

� Build and align corporate philosophy with a central focus on the ‘customer’

� Identify and initiate development in emerging cities having high potential for the IT/ITeSindustry with a focus on Eastern India

� Leverage core strengths and expand product offering to IT/ITeS based townships through joint ventures and strategic alliances

� Extend expertise in rental assets to development of office complexes and retail assets within this geography

� Forge strategic partnerships with reputed infrastructure developers to tap potential synergies

� Leverage familiarity with the geography and relationships with government/local authorities to promote infrastructure development in the region

� Access prime parcels of land for township development as incentive for infrastructure development

� Strive to lead the way in terms of market, product & service

Short to Medium Term Medium to Long TermCurrent

Infinity Today

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Key elements of our business strategy are: Play to our strengths and grow We are an IT/ITeS infrastructure provider with a business model built around quality, innovation and customer orientation, a lease-based revenue model and a regional focus. Going forward, in the short to medium term, we intend to leverage our existing business model and core strengths to scale up our projects to large townships wherein IT/ITeS facilities remain the core component, and diversify into development of office complexes and retail malls both with a similar revenue model. We recognize & acknowledge the value proposition of strategic partners in such developments and intend to enter into joint venture arrangements where we deem fit. In the medium to long term, we intend to go a step forward and integrate with reputed infrastructure developers as we foresee potential synergies in the partnership. We believe we can bring to the table our familiarity with the geography, our development experience and our local relationships whereas our potential partners bring with them their core infrastructure development experience. Together, we believe we can undertake a number of infrastructure cum township projects approved and awarded to us by the government. As a step towards achieving this objective, we have entered into an MoU with Navyuga Engineering Company Limited, a multi-disciplinary engineering and construction company, executing civil, marine, irrigation, industrial and infrastructure projects on turnkey and EPC basis. Lead the Way The genesis of our operational project ‘Infinity Thinktank’ was the common vision of the state government and our Company. We believe that it was this vision that brought about a revolution in the otherwise nascent IT/ITeS industry in Kolkata setting the benchmarks for design, technology & services in the region. We intend to carry forward this ability and expertise to other emerging locations within our preferred geography, Eastern India, and aim to achieve this ahead of other players in the industry. We also intend to, on a case-by-case basis, undertake a few selective projects at other locations in India wherein the opportunity is clearly viable. Employ best practices and practitioners Our approach in the past and going forward will be to engage reputed consultants & professional firms in the domestic and global industry for critical development activities. Examples of such specialists are architecture & design firms, interior design firms, structural design consultancies, contractors, building management consultancies etc. We intend to engage such global names that bring with them global designs & practices and a rich execution history. Our internal planning & execution team will liaise with the specialists and program manage the entire exercise. We do not intend to enter into any exclusive arrangements with any such firm for all our projects. Land Details Our Land Reserves are lands to which our Company has title directly or indirectly, or lands from which our Company can derive economic benefits or lands in relation to which our Company has executed joint development agreements or an MOU to enter into a joint development agreement. Our Land reserves also include lands acquired through government bodies on lease hold basis in perpetuity. As of December 02, 2007, our Land Reserves aggregate approximately 58.23 acres. Our Land Reserves may be broadly classified into lands for Ongoing Properties and lands for Forthcoming Properties. ‘Developable Area’ refers to the total area which we develop in each property, and includes carpet area, common area, service and storage area, as well as other open area, including car parking.

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Land Details - Proposed Projects

Sl Particulars Acreage % of Total

Estimated Total Developable area

% of Total Developable

Infinity Share

(In Acres) Acreage Sq ft Million Area

(i) Land owned

1 By itself 2 Through its subsidiaries

3 Through entities other than (1) and (2) above

(ii) Land over which the Company has sole development rights

1 By itself 1.00 1.72% 575,011 7.13%

575,011 Infinity Benchmark 1.00 1.72% 575,011 7.13% 575,011

2 Through its subsidiaries

3 Through entities other than (1) and (2) above

(iii)

Memorandum of Understanding / Agreement to acquire / Letters of acceptance to which the Company and / or its subsidiaries and / or its group companies are parties, of which:

1 Land subject to government allocation on leasehold basis

2 Land subject to private acquisition

A Sub - Total (i + ii + iii) 1.00 1.72% 575,011 7.13%

575,011

(iv)

Land for which Joint Development Agreement have been entered into by

1 By the Company directly 7.79 13.38% 3207984.00 39.79% 1661818.00 Infinity BNKe 1.12 1.92% 420,129 5.21% 348,296

Godrej Waterside 5.60 9.61% 2,165,297 26.85% 844,466

Infinity DPSC 1.08 1.85% 622,558 7.72% 469,056

2 Through its subsidiaries 5.03 8.64% 1194791 14.82% 480830 Guwahati Shopping Mall 3.96 6.80% 657,147 8.15% 289,966

Infinity BPO 1.07 1.84% 537,644 6.67% 190,864

3 Through entities other than (1) and (2) above

(v)

Proportionate interest in lands owned indirectly by the Company through joint ventures. 45.48 78.10% 3085446 38.27% 1288374

Infinity Magnacon 2.0 3.43% 973,309 12.07% 232,305

KITP SEZ 11.6 19.92% 2,112,137 26.19% 1,056,069

Bantalla Project* 19.4 33.31% NA NA

Kolkata Knowledge City* 12.48 21.43% NA NA

B Sub - Total (iv + v) 57.23 98.28% 7488221 92.87% 3431022

Grand Total: (A + B) 58.23 100.00% 8,063,232 100.00%

4,006,033 * Proposed Projects for which plans have not been finalised

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For details of the above-mentioned proposed projects, kindly refer to the section titled “Our Business - Projects under Implementation” on page 55 of this Draft Red Herring Prospectus. Notes: (ii) Land over which our Company has sole development rights (ii) (1) We hold sole development rights to approx. 1 acre of land located in Sector-V, Salt Lake, Kolkata, which has been sub-leased to our Company by WEBEL. Our Project “Infinity Benchmark” is being developed on this parcel of land with an estimated developable area of approx. 575,011 sq.ft. For details please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. (iv) Land for which Joint Development Agreement have been entered into by (iv) (1) By the Company directly We have entered into joint development agreements for development of land admeasuring approx. 7.79 acres either owned by our Company or by our joint development partners. The estimated developable area of 3,207,984 sq. ft. will be shared by the parties in a mutually agreed proportion. The following are the proposed projects for which the joint development agreements have been entered into. (a) Infinity BNKe (b)Godrej Waterside (c) Infinity DPSC For details please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. (iv) (2) Through our Subsidiaries Our Subsidiaries have entered into joint development agreements for development of land admeasuring 5.03 acres either owned by our Subsidiaries or by the joint development partners. The estimated developable area of approx. 1,194,791 sq. ft. will be shared by the parties in a mutually agreed proportion. The following are the proposed projects for which the joint development agreements have been entered into. (a) Guwahati Shopping Mall and (b) Infinity BPO For details please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus. (v) Proportionate interest in lands owned indirectly by the Company through joint ventures The following are the proposed projects in which our Company has a proportionate interest in the lands: (a) Infinity Magnacon (b) KITP SEZ (c) Bantalla SEZ (d) Kolkata Knowledge City (Diamond Harbour) Of the above (a) and (b) are proposed projects for which the plans have been finalized. The total area of approx. 13.6 acres will be developed with an estimated developable area of approx. 3,085,446 sq. ft., of which our proportionate share will be approx. 1,288,374 sq. ft. For projects (c) and (d), we are still in the process of consolidating land for the development of future projects, plans for which have not been finalized. We have acquired approx. 31.52 acres for the development of future projects in Bantalla and Diamond Harbour. For details please refer to the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus.

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The table below describes categories of land reserves in the aforesaid table and risks associated therewith:

Category of Land Reserves Brief Explanation Associated Risks Land owned by the Company These are land reserves over which our

Company has exclusive and complete rights including the right to develop and convey the same.

Please refer to Risk Factors – 4. “Presently, none of the lands on which our projects are being developed are owned by our Company.” 8. “Our inability to acquire large contiguous parcels of land may affect our future development activities” 24. “Our failure to identify suitable projects in appropriate locations to attract suitable businesses and customers could adversely affect our business growth”.

Land over which the Company has sole development rights

These are land reserves in respect of which our Company has the sole rights to develop the property.

Please refer to Risk Factors – 3. “We are subject to certain restrictions in relation to the land sub-leased by WEBEL” 17. Our projects may be subject to various regulations and applicable legislation and instances of violations or non-compliance could adversely affect our properties.

Land for which Joint Development Agreement have been entered into

These are lands over which our Company has entered into joint Development Agreements and will be sharing the developed area on mutually agreed terms

Please refer to Risk Factors - 5. Since we intend to invest in and operate some of our projects, through SPVs, non-performance of such SPVs may impact our financial performance 6. Title to lands and development rights over land may be subject to legal uncertainties and defects. 10. We may not control some of the SPVs that will develop the current and future projects described herein. 11. We cannot ensure the satisfaction of the obligations of equity partners and investors in SPVs 17. Our projects may be subject to various regulations and applicable legislation and instances of violations or non-compliance could adversely affect our properties. 21. We are currently undertaking and in the future will undertake certain projects jointly with third parties, which may entail certain risks.

Proportionate interest in lands owned indirectly by the Company through joint ventures

These are lands where our Company derives economic benefits through our investments in those project specific SPVs or through JVs.

Please refer to Risk Factors - 8. Our inability to acquire large contiguous parcels of land may affect our future development activities. 17. Our projects may be subject to various regulations and applicable legislation and instances of violations or non-compliance could adversely affect our properties. 19. We anticipate co- developing or participating in the development of SEZ, which involve various risks. 21. We are currently undertaking and in the future will undertake certain projects jointly with third parties, which may entail certain risks.

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Projects Under Implementation 1. Infinity Benchmark Land Details: Name & Location of Project

Land Area Total Built up area

Details of documents Key Highlights

Infinity Benchmark Plot No.G-1, Block-EP&GP, Sector-V, Bidhannagar, Salt Lake City, Kolkata -700 091(West Bengal)

1.006 Acres

0.57 mn sq.ft.

Sub-Lease Deed dated 24.3.05 between Webel and IIPL as rectified by Deed of Rectification dated 24.2.2006.

• Lease for 90 yrs. w.e.f.

2.4.2004 with right of 2 renewals of 90 yrs each

• Premium Rs.37,22,200/- paid on execution.

• To pay rent @ ¼% of lease premium per annum on or before first 90 days of the year , subject to revision every 10 years at the discretion of WEBEL.

• To pay annual Service charges as be determined by Webel

Project Details: An office tower with modern infrastructural facilities in Sector – V, Salt Lake Electronics Complex (SALTLEC), Bidhannagar, Kolkata. The proposed building is based on the Green Building concept having 18 floors with a basement comprising of a total developable area of 0.57 mn sq. ft divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.13 Shopping Mall / Food Plaza 0.05 Club / Office Area 0.39 Total 0.57

2. Godrej Waterside

Land Details:

Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

Godrej Waterside Plot No.DP-5, Sector V, Bidhannagar, Salt Lake City, Kolkata-700 091 (West Bengal).

5.5978 Acres

2.15 mn sq.ft. out of which IIPL’s allocation is 0.84 mn sq. ft.

Sub-lease Deed dated 8.11.96 between Webel and GWL whose name changed to IIPL and as modified by Amendment Agreement dated 13.12.2001 and by Deed of Surrender dated 19.12.01 and Development Agreement dated 7.2.07 between IIPL, Godrej Properties Ltd. and Godrej Waterside Properties Pvt. Ltd. (GWPPL)

• Sub lease for

330 years w.e.f 11.12.97, with option for 2 renewals of 330 years each.

• Premium of Rs.1,03,17,360/-

• Rent ¼% of the lease premium per annum subject to revision every 10 years at the discretion of WEBEL.

• Under Development

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Agreement, GWPPL will be developing the IT Park Project

• Allocation ratio is 39% for IIPL and 61% for GWPPL of the total constructed area

Project Details: Located adjacent to a water body in Sector – V, Salt Lake Electronics Complex (SALTLEC), Bidhannagar, Kolkata. Behind the plot, is STPI’s Earthstation, offering access to supply of quality bandwidth. This proposed project is being executed through a joint development partnership with our Company having a 39% share and Godrej Waterside Properties Pvt. Ltd having a 61% share. The land measuring 5.59 acres was leased to our Company by WEBEL where as the developmental rights are with Godrej Waterside Properties Pvt. Ltd. The proposed project is a two tower structure, one building consisting of basement and 11 floors and other building with a basement and 18 floors, comprising of a total developable area of 2.15 mn sq. ft divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.39 Office Area 1.76 Total 2.15

3. Infinity BPO Land Details:

Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

Infinity BPO Block-DN, Sector-V Bidhannagar, Salt Lake City, Kolkata-700091 (West Bengal)

1.0699 Acres

0.54 mn sq.ft. out of which IBPO’s allocation is 0.19 mn sq.ft.

Lease deed dated 10.2.86 between the State Government and Druck Und Papier India Pvt. Ltd. (DUPIPL) Deed of Assignment dated 1.12.2005 by Official Liquidator (DUPIPL in liquidation) in favour of Infinity BPO Services Pvt. Ltd. (IBPO) Development Agreement dated 4.4.05 between IBPO and Vipul Ltd. (formerly known as Vipul Infrastructure Developers Ltd.) (VIDL)

Lease for 999 years w.e.f 10.2.1986. By Order dated 23.4.2000, the High Court accepted the highest bid of IBPO and confirmed the sale of entire property of DUPIL The sale of entire moveable and immoveable properties of DUPIL for Rs.3.70 crore, out of which Rs.2,08,12,015/- was apportioned for immoveable. The allocation ratio is 35.5% for IBPO & 64.5% for VIDL of the total constructed area.

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Project Details:

Located adjacent to the Mani Kanchan Gems & Jewellery SEZ in Sector – V, Salt Lake Electronics Complex (SALTLEC), Bidhannagar, Kolkata. This proposed project is being executed through a joint development partnership with our wholly owned subsidiary IBPO having a 35.50% share and Vipul Ltd. having a 64.50% share. The land measuring 1.0699 acres is owned by our wholly owned subsidiary IBPO where as the developmental rights are with Vipul Ltd. The proposed building will have 18 floors with a basement, comprising of a total developable area of 0.54 mn sq. ft divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.12 Office Area 0.42 Total 0.54

4. Infinity BnKe Land Details:

Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

Infinity BNKe Plot No.E-2-2/1, Block – EP & GP Sector-V, Bidhannagar, Salt Lake City, Kolkata-700 091 (West Bengal)

1.12 Acres

0.42 mn. sq.ft. (IIPL’s allocation 0.11 mn sq.ft car parking and 0.24 mn sq.ft. of Office area)

Sub-lease deed dated 22.7.2005 between Webel and BNKe Solutions Ltd. (BNKe) Development agreement dated 25.5.04 between BNKe and IIPL.

Sub-Lease for 90 years with option for 2 renewals of 90 years each. The allocation ratio is 20% of total built-up area, 10% of total car parking space and 20% of roof and common area for BNKe & rest for IIPL.

Located in Sector – V, Salt Lake Electronics Complex (SALTLEC), Bidhannagar, Kolkata, this proposed project is been executed through a joint development partnership, with our Company having a 80% of the total built-up area, 90% of Car Parking space and 80% of roof and common area and BNKe having a 20% of the total built up area, 10% of the total car parking space detailed in the schedule thereto and 20% of roof and common area. Land admeasuring 1.12 acres is owned by BNKe whereas the development rights are with our Company. The proposed building will have 14 floors with a basement, having office area and multi-level car parking space, comprising of a total developable area of 0.42 mn sq. ft divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.12 Office Area 0.30 Total 0.42

5. Infinity Magnacon

Land Details: Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

MAGNACON Plot No.5, Block No.BN, Sector-V, Bidhannagar, Salt Lake City, Kolkata-700 091(West Bengal)

2.0 Acres

0.97 mn sq.ft.

Sub-Lease Deed dated 9.12.95 between Webel and Webel Precision Industries Ltd. (WPIL). Amalgamation order dated 13.3.97 passed by High Court at Calcutta whereby leasehold interest of WPIL has

Sub-Lease for 999 years

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vested in Magnacon Electricals India Ltd. (MEIL)

Geeta Intelligent Properties Pvt. Ltd. (GIPPL) is a company where our Company holds 49.75% stake. GIPPL owns 95.95% of Magnacon Electricals India Ltd. under which the development of the project would take place. Magnacon Electricals India Ltd. intends to enter into a Joint Development Agreement wherein approx. 50% of the total Developable area would be shared with the partner, which inturn will bring our share in the project to approx. 23.87%. Project Details: The proposed building will have 19 floors with a basement comprising of a total area of 0.97 mn sq. ft divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.23 Office Area 0.74 Total 0.97

6. Kolkata IT Park SEZ Private Limited (KITP) Land Details: Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

KITP SEZ Mouza-Gangapur, SEZ Area with Calcutta Leather complex, P.S. Alipore, District 24 Parganas (West Bengal)

11.6 Acres

2.11 mn sq.ft.

MOU dated 19.5.2006 between M L Dalmiya & Co. Ltd. (MLDCL) and IIPL Development Agreement dated 16.08.2007 between MLDCL and KITP

Ministry of Commerce and Industry vide Notification No.S.O.1269(E) dated 8.8.2006, after grant of letter of approval on 3.4.2006 u/s 3(10) of SEZ Act to MLDCL for setting up Special Economic Zone for IT/IT Enabled Services sector, notified 48.563 hectares equivalent to 120 acres of land. IIPL has entered into a MoU with MLDCL for taking on assignment the leasehold interest for a period of 99 years for creating IT office infrastructure KITP has entered into a Development Agreement with MLDCL by virtue of which KITP shall assume overall responsibility for construction, development operation and

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maintenance of the said land and all costs including fees of operator, contractors, architects, lawyers, labourers etc in connection with the development shall be incurred by KITP.

Project Details KITP is located on the Kolkata – Basanti Highway. It is in proximity of the airport and railway link. A good road system connects the KITP with Salt Lake and New Town, the current IT hub in Kolkata. Ministry of Commerce and Industry vide Notification No.S.O.1269(E) dated 8.8.2006, after grant of letter of approval on 3.4.2006 u/s 3(10) of SEZ Act to MLDCL for setting up Special Economic Zone for IT/IT Enabled Services sector, notified 48.563 hectares equivalent to 120 acres of land. KITP will be developing an IT infrastructure facility on 11.6 acres out of 120 acre SEZ. IIPL holds 50% in KITP. KITP has filed an application for Co-Developer status on September 17, 2007 with the Ministry of Commerce & Industry, Dept. of Commerce. Following are the details of the project to be developed by KITP:

Particulars Area (In mn. sq. ft) Car Park 0.69 Office Area 1.42 Total 2.11

7. Guwahati Shopping Mall Land Details:

Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

Guwahati Mall Village Ulubari, Mouza Ulubari, B.K. Kakati Road, Guwahati, Dist. Kamrup (Assam)

3.96 Acres

0.66 mn. sq.ft. (out of which ITPL’s allocation is 0.33 mn. sq.ft.)

Development Agreement dated 8.7.05 between Assam Plywood Ltd (APL) and Infinity Township Pvt. Ltd. (ITPL) – Subsidiary of IIPL

Under the Development Agreement allocation ratio of APL and ITPL is 50% each

Project Details:

Spread over a area of 3.96 acres, the retail shopping mall is to be developed through as joint development partnership, with ITPL (Subsidiary of IIPL – 88.25% stake) having a 50% allocation and the other partner APL having a 50% share. Land admeasuring 3.96 acres is owned by APL where as the development rights been retained by ITPL. The total area to be developed is 0.66 mn sq. ft comprising of commercial retail and car parking space which would be divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.22 Retail Shopping Area 0.44 Total 0.66

8. Infinity DPSC Land Details:

Name & Location of Project

Land Area Total Built up area Details of documents Key Highlights

Infinity DPSC Project Plot No.XI- 2 & 3,

1.0749 acres

0.62 mn. sq.ft. of which IIPL’s share will be 0.47

Development Agreement dated 28.7.07 between

To pay a sum of Rs.1,01,00,111/- to

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Block-EP&GP, Sector-V, Bidhannagar, Salt Lake City Kolkata-700 091

mn sq.ft. DPSC and IIPL in respect of remaining portion measuring 1.0749 acres out of total area of 2.1498 acres comprised in the sub-lease deed dated 24.4.03

DPSC on or before signing of the Development Agreement. Allocation of 1, 11, 111 sq.ft. out of the total built up area of the I.T. Complex and 130 Car Parking Spaces and balance is IIPL’s share

Project Details: We propose to develop a building having a total developable area having a total office & car parking space of 0.62 mn.sq.ft. divided as follows:

Particulars Area (In mn. sq. ft) Car Park 0.15 Office Area 0.47 Total 0.62

Future Projects: In addition to the above, some of the proposed future projects, plans for which have not been finalized are as under: 1. Bantalla Project Our Company has entered into a MoU dated August 01, 2007 with Pekon Projects Pvt. Ltd. to jointly develop a project at Bantalla, Kolkata. We along with our Subsidiary Infinity BPO Services Pvt. Ltd., currently own approx. 50% in the Joint Venture Companies namely “Capstone Developer Pvt. Ltd.” and “Tulip Dealers Pvt. Ltd.” which own approx. 15.50 acres and 3.89 acres respectively. We will continue to acquire land in these JVs or new JV Companies. 2. Diamond Harbour Project We are in the process of acquiring land for the Diamond Harbour Project. We have acquired 12.48 acres of land through “Kolkata Knowledge City Pvt. Ltd.” where our Company currently owns 50% share. Insurance Our Company generally maintains insurance covering our assets and operation at levels that we believe to be adequate and appropriate for our business. Our insurance includes coverage of risks for our assets against fire & allied perils, earthquake & terrorist activities and Loss of Profit Policy in respect of operational projects. We do not have insurance cover for our Promoters and Key Managerial Personnel. Competition The real estate industry in India, while fragmented is highly competitive. Our Company faces competition from other existing domestic as well as international infrastructure providers and potential entrants to the industry in which we operate that may adversely affect our competitive position and our profitability. Loss of market share and competition may adversely affect our profitability. Our Company expects that competition could increase with new entrants coming into this industry and existing players consolidating their positions. Some of our competitors may have access to significantly greater resources and hence the ability to compete more effectively.

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REGULATIONS AND POLICIES Our Company is involved in the real estate development business. Since our real estate business involves the acquisition of land in several states, we are governed by a number of Central and State legislation regulating substantive and procedural aspects of the acquisition of, and transfer of land. Additionally, our projects require, at various stages, the sanction of the concerned authorities under the relevant State legislation and local byelaws. While the real estate development industry remains largely unregulated, we are subject to land acquisition, town planning and social security laws. The regulations set out below are not exhaustive and is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional legal advice. The following discussion details the important laws and regulations, which govern the real estate development sector: CENTRAL LAWS: • Laws relating to land acquisition and land use The Urban Land (Ceiling & Regulation) Act, 1976 prescribes the limits to urban areas that can be acquired by an entity. It has been repealed in some states and union territories under the Urban Land (Ceiling & Regulation) Repeal Act, 1999, but it remains in operation in the other states including West Bengal. Further, land holdings are subject to the Land Acquisition Act, 1894 which provides for the compulsory acquisition of land by the appropriate government for purposes categorized as “public purpose”, including planned development and town & rural planning. However, any person having an interest in such land has the right to object and the right to compensation. • Laws regulating transfer of property Transfer of Property Act, 1882 The transfer of property, including immovable property, between living persons, as opposed to the transfer of property by the operation of law, is governed by the Transfer of Property Act, 1882 (“T.P. Act”). The T.P. Act establishes the general principles relating to the transfer of property including among other things identifying the categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the creation of contingent and vested interest in the property. Registration Act, 1908 The Registration Act, 1908 (“Registration Act”) has been enacted with the object of providing public notice of the execution of documents affecting a transfer of interest in immoveable property. The purpose of the Registration Act is the conservation of evidence, assurances, title, publication of documents and prevention of fraud. It details the formalities for registering an instrument. Section 17 of the Registration Act identifies documents for which registration is compulsory and includes, among other things, any non-testamentary instrument which purports or operates to create, declare, assign, limit or extinguish, whether in present or in future, any right, title or interest, whether vested or contingent, in immovable property of the value of one hundred rupees or more, and a lease of immovable property for any term exceeding one year or reserving a yearly rent. An unregistered document will not affect the property comprised in it, nor be treated as evidence of any transaction affecting such property (except as evidence of a contract in a suit for specific performance or as evidence of part performance under the T.P. Act or as collateral), unless it has been registered. The Indian Stamp Act, 1899 There is a direct link between the Registration Act and the Indian Stamp Act, 1899 (“Stamp Act”). Stamp duty needs to be paid on all documents which are registered and the rate varies from State to State. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed in Schedule I of the said Act. The applicable rates for stamp duty on these instruments, including those relating to conveyance, are prescribed by State legislation. Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being admitted in court as evidence of the transaction contained therein. The Easements Act, 1882 The law relating to easements is governed by the Easements Act, 1882 (“Easements Act”). The right of easement is derived from the ownership of property and has been defined under the Easements Act to mean a right which the owner or occupier of land possesses for the beneficial enjoyment of that land and which permits him to do or to prevent something from being done in respect of certain other land not his own. Under this law an easement may be acquired by the owner of immovable property, i.e. the dominant owner, or on his behalf by the person in possession of the property. Such a right may also arise out of necessity or by virtue of a local custom.

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• Laws relating to Employment The employment of construction workers is regulated by a wide variety of generally applicable labour laws, including The Contract Labour (Regulation and Abolition) Act, 1970, The Minimum Wages Act, 1948, The Payment of Bonus Act, 1965, The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 The Payment of Wages Act, 1936, The Payment of Gratuity Act, 1972, The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 and The Employees’ State Insurance Act, 1948 • SEZ Act The SEZ Act which was notified February 10, 2006, provides for establishment, development and management of SEZs with the objective inter alia for the generation of additional economic activity, promotion of exports of goods and services, promotion of domestic and foreign investment and development of infrastructure facilities. The SEZ Act provides that the GoI, any State Government or any person may, either jointly or severally, establish a SEZ in accordance with the procedure under the SEZ Act. Any person who intends to set up a SEZ, after identification of the area, is required to make an application to the concerned State government or the board of approval constituted under the SEZ Act (“Board”) for approval of the same. The application is required to contain certain prescribed particulars including the location and area of the proposed SEZ with details of the existing or proposed infrastructure. In case the application is made to the State government, it may forward the same together with its recommendations to the Board. In the event the application is made directly to the Board, it may grant the approval which shall be subject to concurrence of the concerned State government. Once the Board has approved the proposal, it is required to communicate the same to the GoI, which shall grant a letter of approval upon such terms, conditions and entitlements as may be approved by the Board. The GoI has prescribed the minimum area requirements stipulated for various categories of SEZs which are as follows: • Multi-product SEZs: 1,000 hectares or more. • Services-sector SEZs: 100 hectares or more. • Sector-specific SEZs such as gems and jewellery, information technology, biotechnology: 10 hectares or more. • All other sectors: 100 hectares or more. However, for certain states, the area requirement for multi-product SEZs and sector specific SEZs has been relaxed to 200 hectares and 50 hectares respectively. The functioning of SEZs is governed by a three-tier administrative set-up: (i) an Inter-Ministerial Committee i.e. the Board, which is the apex body (ii) the Unit Approval Committee, at the zonal level committee, which deals with approving units in SEZs and other related issues (iii) Development Commissioner in relation to each SEZ. • Industrial parks The GoI has notified the Industrial Park Scheme (the “IP Scheme”) on April 1, 2002 in relation to the establishment of industrial parks. The IP Scheme shall be applicable for any undertaking which develops, develops and operates or maintains and operates an Industrial park for the period beginning on April 1, 1997 and ending on March 31, 2009. Proposals to establish industrial parks which meet the criteria set out in the Scheme (such as minimum land area to be developed, minimum percentage of area to be allocated for industrial use etc.) are accorded automatic government approval by the SIA. Proposals not meeting such parameters require the prior sanction of the ‘Empowered Committee' set up in the Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, GoI. Objectives of industrial parks Any project, being an industrial park, is required to aim at setting up of (a) an industrial model town for development of industrial infrastructure for carrying out integrated manufacturing activities including research and development by providing plots or sheds and common facilities within its precincts, (b) an industrial park for development of infrastructural facilities or built-up space with common facilities in any area allotted or earmarked for the purposes of specified industrial uses, or (c) a growth centre under the growth centre scheme of the GoI.

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Tax exemptions Under the Scheme, a developer who has established an industrial park before March 31, 2006 is granted tax exemptions for a period of 10 years in the form of deduction of 100% of business profits earned from the development, operation and maintenance of the industrial park. The tax benefits under the I.T. Act can be availed only after the number of units indicated in the application to the GoI, are located in the industrial park. • Information Technology Policy Focus on development of Information Technology is reflected in the fact that West Bengal was among the first States to articulate an IT policy (formalized on 1st January, 2000). This was followed by a special incentive scheme introduced for the IT sector in November 2001. In recent times, there has been explosive growth in the IT-Enabled Services (ITeS) segment, which has recorded over 100 per cent growth in employees in the last 5 years. And it is expected to grow much faster than IT services in the short term. This nascent opportunity, coupled with the specific needs of the ITeS companies, has prompted the Government of West Bengal to articulate a focused ITeS policy (formalized in August 2002). • Environmental Laws Certain environmental laws such as The Environment (Protection) Act, 1986, The Forest (Conservation) Act, 1986, The Forest (Conservation) Act, 1980, amended in 1988, Air (Prevention & Control of Pollution) Act, 1981 amended in 1987 etc. are required to be complied with for real estate development. • STATE LAWS Urban Development Laws State legislations provide for the planned development of urban areas and the establishment of regional and local development authorities charged with the responsibility of planning and development of urban areas within their jurisdiction. Real estate projects have to be planned and developed in conformity with the norms established in these laws and regulations made thereunder and require sanctions from the government departments and developmental authorities at various stages. Where projects are undertaken on lands which form part of the approved layout plans and/or fall within municipal limits of a town, generally the building plans of the projects have to be approved from concerned municipal or developmental authority. Building plans are required to be approved for individual buildings. Clearances with respect to other aspects of development such as fire, civil aviation and pollution control are required from appropriate authorities, depending on the nature, size and height of the projects. The approvals granted by the authorities generally prescribe a time limit for completion of the projects. These time limits are renewable upon payment of a prescribed fee. The regulations provide for obtaining a completion/occupancy certificate upon completion of the project. Under the State industrial policy for instance in West Bengal, the incentives are awarded on the basis of industrial sector and location of the unit. They are applicable to new units and expansion projects of units across large, medium and small scale sectors. Agricultural development laws The acquisition of land is regulated by State land reform laws which prescribe limits up to which an entity may acquire agricultural land. Any transfer of land which results in the aggregate land holdings of the acquirer in the State to exceed this ceiling is void, and the surplus land is deemed, from the date of the transfer, to have been vested in the State government free of all encumbrances. When local authorities declare certain agricultural areas as earmarked for townships, lands are acquired by different entities. After obtaining a conversion certificate from the appropriate authority with respect to a change in use of the land from agricultural to non-agricultural for development into townships, commercial complexes etc. such ceilings are not applicable. While granting licenses for development of townships, the authorities generally levy development/external development charges for provision of peripheral services. Such licenses require approvals of layout plans for development and building plans for construction activities. The licenses are transferable on permission of the appropriate authority. Similar to urban development laws, approvals of the layout plans and building plans, if applicable, need to be obtained. West Bengal IT Policy, 2003 The State of West Bengal has developed a new IT Policy keeping in mind the enhanced opportunities in relation to IT and ITES in the forthcoming decades. The Department of Information Technology facilitates the development of IT in the State.

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The key enablers required to support IT and ITES industry are as follows:

• Availability of good quality talent • Low cost of operations • Availability of high quality infrastructure • Government support and • Investor facilitation

Among the above, high quality infrastructure is one of the crucial ingredients and Kolkata offers excellent walk-in physical infrastructure. This includes the STP in the Salt Lake IT hub and privately constructed parks. In addition the Government makes plots available for new IT Projects at highly subsidized rates. The urban infrastructure in the New Town is to have a special focus on the growth of knowledge based industries and will encourage creation of social infrastructure required to sustain the growth. The Government has evolved a package of fiscal incentives and regulatory support to IT investors, for instance, all IT companies have been given the status of ‘Public Utility Service’ providers under the Industrial Disputes Act, 1947. West Bengal IT Incentive Scheme, 2004 The West Bengal IT Incentive Scheme, 2004 (‘Scheme’) has been made applicable to all large and small scale project units to be set up and also to expansion projects of existing unit on or after September 1, 2004. However, units which have been set up on or after January 1, 2000 may be granted incentives under this Scheme as a special case subject to the condition that if these units have drawn any incentives under any earlier state scheme then such incentives shall be may be adjusted against the incentives which may be admissible under the new scheme. Under the Scheme, the Government provides for the following incentives:

• State Capital Investment Subsidy • Interest Subsidy • Waiver of Electricity Duty • Employment Generation Subsidy • Refund of Stamp Duty and Registration Fees • Subsidy for quality improvement in the Small Scale Sector • Incentives for approved expansion Project of an existing Unit

West Bengal Municipal Act, 1993 This is an Act to consolidate and amend the law relating to urban municipal affairs in the State of West Bengal. The Salt Lake Sector – V area has been notified as a municipal area to which this Act is applicable. The West Bengal Municipal (Building) Rules, 1996 These Rules apply to buildings in the municipal area, notified areas and industrial townships in West Bengal. It inter alia, provides for buildings, building plans, provisions for Salt Lake – Sector V. The West Bengal Land Reforms Act, 1955 This is an Act to reform the law relating to land tenure consequent on vesting of all estates and of certain rights therein and also to consolidate the law relating to land reforms in the State. This Act, inter alia, provides for the rights of the non-agricultural tenants and under-tenants in non-agricultural land to vest in the State, rights of Raiyat (meaning a person or an institution holding land for the purpose of agriculture), restrictions on alienation of land by Scheduled Tribes, rights of bargadars (meaning a person who under the system generally known as adhi, barga or bhag cultivates land of another person on condition of delivering a share of the produce of such land to that person), provisions as to revenue, principles of consolidation and distribution of lands, maintenance of record of rights, management of lands. There are certain Rules framed under the above Act and allied Acts, such as:

• The West Bengal Land Reforms Rules, 1965 • The West Bengal Land Reforms (Prescribed Authority) Rules, 1965 • The West Bengal Land Reforms (Transfer of Holding) Rules, 1965 • The West Bengal Land Reforms and Tenancy Tribunal Act, 1997 and Rules framed thereunder. • The West Bengal Restoration of Alienated Land Act, 1973 and Rules framed thereunder.

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The West Bengal Estates Acquisition Act, 1953 and the West Bengal Estates Acquisition Rules, 1954 This Act and the Rules provide for the State acquisition of estates, of rights of intermediaries therein and of certain rights of raiyats and under raiyats and of the rights of certain other persons in lands comprised in estates. This Act, inter alia, lays down provisions for assessment and payment of compensation for acquisition of estates and mines and minerals, preparation of record-of-rights, acquisition of interests of raiyats and under-raiyats. The West Bengal Premises Tenancy Act, 1997 and the West Bengal Premises Tenancy Rules, 1999 This Act and the Rules provide for regulation of certain incidents of tenancy of premises in Kolkata, Howrah and certain other areas of the State. The Kolkata Municipal Corporation Act, 1980, Calcutta Municipal Corporation Building Rules, 1990 and the Calcutta Municipal Corporation Taxation Rules, 1987. This Act and the Rules provide for amendment and consolidation of the laws relating to the municipal affairs of Kolkata. The Guwahati Metropolitan Development Authority Act, 1985 The Act was passed to provide for the establishment of an Authority for the planned development of the Guwahati Metropolitan Area through enforcement and execution of the Master Plan and Zoning Regulation and formulation and execution of Schemes for the planned development of the area; co-ordination and supervision of the execution of such plans and schemes; conserving and promoting public health, safety and welfare of the people living therein and matters connected therewith. After coming into operation of the Master Plan and Zonal Regulation it is the duty of the Guwahati Municipal Corporation to enforce such regulatory measures in supercession of any rules and regulations applicable to such area and zone. Permission has to be obtained from the Authority for any development, institution and change of use of any land undertaken or carried out within Guwahati Metropolitan Area. As regards building construction, power to scrutinize permission for, is with Guwahati Metropolitan Development Authority and before granting any permission the Guwahati Municipal Corporation is bound to get the proposal approved by Guwahati Metropolitan Development Authority. The Assam Municipal Act, 1956 The Act makes provision for the organization and administration of municipalities in Assam and extends to the whole of Assam as regards constitution of municipality for any town, including within municipality any local area continuous to the same, excluding from a Municipality any local area comprised therein or to withdraw the whole area comprised in any municipality from the operation of this Act. The powers, duties and functions which the municipal corporations are entitled to exercise within their respective local areas are assigned under this Act and the rules and bye-laws framed thereunder. The provision of this Act extends to the whole of Assam except the city of Guwahati which I specifically dealt by the Guwahati Municipal Corporation Act, 1971. The Guwahati Municipal Corporation Act, 1971 This Act constitutes a Municipal Corporation for the city of Guwahati thereby ceasing the effect of Assam Municipal Act, 1956 within the city. Municipal Administration of the city vest in the Corporation and is entitled to exercise any powers, duties and functions assigned under this Act, rules and bye-laws or under any other Act. As regards building construction the permission for construction is exclusively within the domain of the Guwahati Municipal Corporation yet before granting any permission the Corporation is bound to get the proposal approved by the Guwahati Metropolitan Development Authority. The Building Bye-laws for Guwahati Municipal Corporation, 2006 In addition to the provisions of Guwahati Municipal Corporation Act, 1971 the Building Bye-laws apply to the building regulations, activity under the jurisdiction of the Guwahati Municipal Corporation area. It applies, (1) to design and construction of the building where a building is erected; (2) where the whole or any part of the building is removed to the whole building whether removed or not; (3) where the whole or any part is demolished to remaining part and to the work involved in demolition; (4) where the building is altered to the whole building whether existing or new; (5) where occupancy is changed to all parts affected by the change. The Guwahati Municipal Corporation Assessment List and Property Tax bye-laws, 1977 This bye-law has been prepared by the Guwahati Municipal Corporation in exercise of power conferred under the Guwahati Municipal Corporation Act, 1971 which inter-alia provides for imposition of property taxes by determination of rateable value of lands and buildings assessable to such taxes and for preparation and maintaining of Assessment List which contains a list of lands and buildings in the city of Guwahati identifying of each such land and building distinct and distinguishable by name or by number and contain all such particulars regarding the location or nature of each, the rateable value of each

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land and buildings, the name of the person primarily liable for payment of property taxes, the amount of tax under each constituent part of the property taxes after such rates of tax to be levied for the year have been determined. The Assam Land and Revenue Regulation, 1886 The Assam Land and Revenue Regulation deals and regulates the rights to be acquired over land, land settlement, land revenue, survey and demarcation of land, assessment of land, record of rights, registration and partition etc., in the State of Assam. REGULATIONS REGARDING FOREIGN INVESTMENT

Foreign investment in the real estate sector is regulated by the relevant provisions of the Foreign Exchange Management (Transfer of Issue of Security by a person Resident Outside India) Regulations, 2000 and the Master Circular on Foreign Investment dated July 1, 2007 ("FEMA Regulations") and the relevant Press Notes issued by the Secretariat for Industrial Assistance, GoI. Upon a collective review of the said FEMA Regulations and Press Notes, it transpires that foreign investment in ‘Housing and Real Estate’ sector is 100% permitted by NRIs under the Automatic Route for the following:

a. Development of serviced plots and construction of built up residential premises b. Investment in real estate covering construction of residential and commercial premises including business

centres and offices c. Development of townships d. City and regional level urban infrastructure facilities, including both roads and bridges e. Investment in manufacture of building materials f. Investment in participatory ventures in (a) to (c) above g. Investment in housing finance institutions, which is also open to FDI as an NBFC.

All other forms of FDI are prohibited in relation to Housing and Real Estate Business. Press Note 2 of 2005 The law in relation to investment in the real estate sector has further been modified vide press note 2 of 2005, bearing No. 5(6)/2000-FC dated March 3, 2005. The said press note has also amended certain press notes which have been issued earlier, in the same field. Under the said press note 2, FDI up to 100% under the automatic route is allowed in 'townships, housing, built-up infrastructure and construction-development projects (which would include, but not be restricted to, housing, commercial premises, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure)', subject to the compliance with the following requirements. a. Minimum area to be developed under each project is as under

i) In case of development of serviced housing plots, a minimum land area of 10 hectares. ii) In case of construction-development projects, a minimum built up area of 50,000 square meters iii) In case of a combination project, anyone of the above two conditions would suffice

b. Minimum capitalization of US$ 10 million for wholly owned subsidiaries and US$ 5 million for joint ventures with

Indian partners. The funds are to be brought in within six months of commencement of business of the Company. c. Original investment is not to be repatriated before a period of three years from completion of minimum

capitalization. The investor is to be permitted to exit earlier with prior approval of the Government through the FIPB. At least 50% of the project must be developed within a period of five years from the date of obtaining all statutory clearances. The investor would not be permitted to sell undeveloped plots. For the above purpose, ‘undeveloped plots’ where roads, water supply, street lighting, drainage, sewerage and other conveniences as applicable under prescribed regulations have not been made available. It will be necessary that the investor provides this infrastructure and obtains the completion certificate from the concerned local body / service agency before he would be allowed to dispose of serviced housing plots.

d. The project shall conform to the norms and standards, including land use requirements and provision of community

amenities and common facilities, as laid down in the applicable building control regulations, bye-laws, rules, and other regulations of the State Government/Municipal/Local Body concerned.

e. The investor shall be responsible for obtaining all necessary approvals, including those of the building/layout plans,

developing internal and peripheral areas and other infrastructure facilities, payment of development, external

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development and other charges and complying with all other requirements as prescribed under applicable rules/bye-laws/regulations of the State Government/Municipal/Local Body concerned.

f. The State Government/Municipal/Local Body concerned, which approves the building/development plans, would

monitor compliance of the above conditions by the developer. Therefore applicable law only permits investment by an NRI under the automatic route in the 'Housing and Real Estate' sector upto 100% in relation to townships, housing, built-up infrastructure and construction-development projects (which would include, but not be restricted to, housing, commercial premises, resorts, educational institutions, recreational facilities, city and regional level infrastructure) and additionally permits upto 100 % FDI in the 'Housing and Real Estate' subject to compliance with the terms provided in press note 2 of 2005. Press Note No. 2 of 2006 The Government, vide Press Note 2 of 2005 Series dated 2.3.2005, had notified the policy for Foreign Direct Investment (FDI) in townships, housing, built-up infrastructure and construction-development projects. The Government has received few requests from investors seeking clarifications on applicability of these policy guidelines to some other sectors such as Special Economic Zones, Hotels, Hospitals, etc. The matter has been considered in the light of the policy prevailing prior to issue of the subject Press Note. FDI upto 100% was already allowed under the automatic route in the Hotel and tourism sector vide Press Note 4 (2001 Series) and in the Hospital sector vide Press Note 2 (2000 Series). Special Economic Zones are separately regulated under the Special Economic Zone Act, 2005. It is clarified that the provisions of Press Note 2 (2005 Series) shall not apply to Special Economic Zones; neither shall it apply to establishment and operation of hotels and hospitals which shall continue to be governed by Press Note 4 (2001 Series) and Press Note 2 (2000 Series) respectively.

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HISTORY AND CERTAIN CORPORATE MATTERS Our History Our Company was incorporated as “Ganapati Apparels Trexim Ltd.” in Kolkata on December 13, 1991 and obtained the Certificate of Commencement of Business on December 16, 1991. On March 23, 1995, an agreement was made between Global Synergies Ltd. (‘Globsyn & Associates’) and the State Government through its nodal agency, West Bengal Electronics Industry Development Corporation Ltd. (‘Webel’) for formation of a Joint Venture Company (“Joint Venture Company”) by the name of ‘Globsyn Webel Ltd.’(wherein Globsyn & Associates agreed to hold 80% of the paid up share capital and Webel agreed to hold 20% of the paid up share capital) for setting up a fully-automated, single-point regulated, Intelligent Building for IT / ITES sector. However, instead of forming a new company, it was decided by the two parties to acquire our Company. Pursuant to this, the name of our Company was changed from “Ganpati Apparels Trexim Ltd.” to “Globsyn Webel Ltd.” with effect from June 6, 1995. During the year 1996-1997, two plots of land at Salt Lake City, Sector V, Kolkata were allotted by WEBEL to our Company for construction of Infinity Tower I and Tower II and for undertaking Waterside Project. During the year 2001, Mr. Ravindra Chamaria was inducted on the Board of our Company. Subsequently, in the year 2004, he was appointed as Chairman cum Managing Director of our Company taking control of day to day operations of our Company under the guidance of the Board. During the period 2005-2007, Mr. Ravindra Chamaria acquired majority stake in our Company directly/through his associates and since then has been exercising control on our Company. During the year 2002, name of our Company was changed from “Globsyn Webel Ltd.” to “Infinity Infotech Parks Ltd.” Our core business is development of high rise office buildings and IT/ITES Parks and retail development including shopping malls. Major Events in the history of our Company since inception

Year Key Events 1991 Incorporation of our Company in the name and style of “Ganapati Apparels Trexim Ltd.” 1995 • Joint Venture with WEBEL for creating IT infrastructure

• Change of the name of our Company to “Globsyn Webel Ltd.”

1996 Land allotted by WEBEL to our Company for setting up of Infinity Tower I and II. 1997 Land allotted by WEBEL to our Company for Godrej Waterside Project. 2000 • Commissioning of Infinity Tower I

2001 Mr. Ravindra Chamaria was inducted on the Board of our Company

2002 • Change of the name of our Company to “Infinity Infotech Parks Ltd.”

• Infinity Complex accorded provisional status of an ‘Industrial Park’

2004

• Land allotted to the Company by WEBEL for Project Infinity Benchmark • Acquired leasehold land for the Infinity Vipul Project in the wholly owned Subsidiary • Entered into an agreement with BNKe Solutions Pvt. Ltd. for the development of Project Infinity

BNKe

2005 • Completion of Infinity Tower II • Launch of Project Infinity Benchmark • Entered into an agreement with Vipul Infrastructure Developers Ltd. for the development of Project

Infinity BPO. • Entered into an agreement with Godrej Properties Limited for the development of “Project Godrej

Waterside” • Infinity Townships Pvt. Ltd. (presently a subsidiary of our Company) entered into an agreement

with Assam Plywood Limited for the development of “Guwahati Shopping Mall”

2007 • Entered into an agreement with Dishergarh Power Supply Corporation Limited (DPSC) for the development of Project Infinity DPSC

• Felicitated by the Department of Information technology, Government of West Bengal & WEBEL for our Company’s contribution to the State’s economy and Excellence in IT Infrastructure Development

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Changes in the Registered Office Previous Registered Office New Registered Office Date of Change Reason for change

- 24, R.N Mukherjee Road, Kolkata 700001, West Bengal

Not Applicable Not Applicable

24, R.N Mukherjee Road, Kolkata 700001, West Bengal

‘Anandlok’, 227, A.J.C Bose Road, Kolkata 700020, West Bengal

May 25, 1992 Administrative convenience

‘Anandlok’, 227, A.J.C Bose Road, Kolkata 700020, West Bengal

Globsyn Bhavan, Block F.D. 404, Sector III, Salt Lake, Kolkata 700091, West Bengal

August 01, 1995 Administrative convenience

Globsyn Bhavan, Block F.D. 404, Sector III, Salt Lake, Kolkata 700091, West Bengal

‘INFINITY’ Plot No. A3, Block GP, Sector V, Salt Lake, Kolkata-7000091, West Bengal

December 15, 1999 Administrative convenience

Main Objects of our Company The object clauses of our Company enable us to undertake the activities for which the funds are being raised in the IPO and also the activities, which our Company has been carrying on till date.

1. To acquire by purchase, exchange, Lease, Tenancy, thika tenancy, on rent or hire or otherwise and or to hold, transfer, assign, alienate, dispose off and or grant lease and or Tenancy of and or dispose off or otherwise deal with any immovable properties including lands, buildings, structures, hereditaments of any tenure, nature or description and any estate or interest therein with or without any fixtures, fittings, furniture, plant and machinery and or other properties lying therein and or connected therewith and rights over and or connected with immovable properties including agricultural lands, farms, gardens, orchards, grove, plantation and any estate or any interest therein against instant payment and or payment on deferred or installment basis and to develop/promote all or any of such immovable properties by preparing building sites and or by constructing, reconstructing, adding to and or altering, improving, renovating, decorating, furnishing, and or maintaining lands, buildings, houses, flats, markets, shops, offices, godowns, cold-storages, workshops, works, factories, mills, plants, hotels, garden, and all other conveyances of all kinds and or by connecting or sub-dividing such properties and proving various services to building owners and tenants for value/consideration.

2. To develop and set up computer integrated building in India and abroad, to manufacture, products/equipments for

such building construction and to deal in, arrange for leasing and franchising integrated products and equipments for construction of such building and to render technical consultancy services thereof.

3. To finance industrial enterprises out of surplus funds of the Company, whether by way of making loans or advances

to or by subscribing to the Capital or Private Industrial Enterprises in India and/or to lend money to firms, persons or Companies on such condition as may be seen expedient and also to guarantee the performance of contracts by any persons, Companies or firms provided that the Company shall not carry on the business of banking.

4. To carry on the business of Medical Transcription, Legal Transcription and other Data Transcription, Date and

Information Processing Back Office Operation, Data Conversion, Telecom Service Centre, Wireless Technology Centre, Mobile Telephony, Data and Information Services and Other IT enabled services.

5. To plan, design, develop, purchase, sell, install, import export or otherwise deal in all kinds and types of Computers

Software, Web technologies, Internet including internet service provider, end-to-end e-commerce solutions, portal development, Technology services and Research and Development Centre.

6. To carry on the operation of Multimedia Theatre, Learning Lab Training Centre and Business club, and to buy,

procure, process, sell provide or otherwise deal in food merchandise, health recreation and other services to run the business of the club and to hold Technology Exhibitions and Conferences.

7. To provide incubation services, infrastructure and all other facilities, manage venture capital funds and provide

support services for development of ventures in the areas of information technology (IT), IT Enabled services and other High Technology areas.

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Amendments to our Memorandum of Association The details of changes in the Memorandum of Association of our Company are as follows: Date Details of amendment in the MOA October 06, 1995 Change of name of Company from “Ganapati Apparels Trexim Ltd.” to “Globsyn Webel Ltd.” June 07, 1995 Change in the authorized capital from Rs. 0.25 million to Rs. 100 million October 06, 1995 Change in the name of our Company from “Globsyn Webel Ltd.” to “Infinity Infotech Parks Ltd.” November 21, 1996

Amendment in the Object Clause to insert Object in relation to acquisition of immovable properties

November 21, 1996

Amendment in Object Clause to insert Object in relation to developing and setting up computer integrated buildings in India and abroad.

July 28, 1998 Change in the authorized capital from Rs. 100 million to Rs. 200 million September 28, 2000

Amendment in Object Clause to insert Object in relation • to carry on business of Medical Transcription, Legal Transcription and other Data

Transcription. • to carry on business of plan, design, develop, purchase, sell, install, import, export or otherwise

deal in all kinds and types of Computer Software etc. • to carry on business on the operation of Multimedia Theatre, Learning Lab, Training Centre,

Business Club etc. • in relation to providing incubation service, infrastructure and all other facilities, manage

venture capital funds and provide support services for development of ventures in the areas of IT, ITES and other High Technology area.

February 12, 2002

Change of name of Company from Globsyn Webel Ltd. to Infinity Infotech Parks Ltd..

February 22, 2007

Change in the authorized capital of our Company from Rs. 200 million to Rs. 300 million

June 4, 2007 Change in Object Clause to delete Clause III. (A) (1) and insert the same under Clause IIIC. Details of Our Subsidiaries Our Company has the following subsidiaries, brief details whereof are as follows: 1. Infinity BPO Services Private Limited (“IBSPL”) Infinity BPO Services Pvt. Ltd. was originally incorporated under the name of “Infinity Hospitality Pvt. Ltd.” on December 31, 2001. Subsequently, the name of the company was changed to “Infinity BPO Services Pvt. Ltd.” on June 4, 2003. Infinity BPO Service Pvt. Ltd. became 100% subsidiary of our Company on March 31, 2006. The objects of the company among others includes carrying on the business of developing, constructing, reconstructing, creating, operating, executing, improving, altering, decorating, furnishing, maintaining all types of infrastructural facilities of software Technology park, computer integrated towers, buildings, infrastructural facilities providers for information technology, software, telecommunication electronics and other allied services. Infinity BPO Services Pvt. Ltd. has its registered office at ‘INFINITY’, Plot A3, Block GP, Sector V, Salt Lake Electronics Complex, Kolkata 700 091. Currently the company has engaged itself in a Joint Development Partnership with one Vipul Ltd. (formerly known as Vipul Infrastructure Developers Ltd.) vide Development Agreement dated April 04, 2005 for development of a leasehold land of about 1.0699 acres (64.7304 cottahs) at Block-DN, Sector-V, Bidhannagar, P.S. Salt Lake, Dist. 24, Parganas (the ‘Infinity Vipul Project’). The Infinity Vipul Project is an integrated IT Park Project comprising of office and parking areas. Board of Directors The Board of Directors of Infinity BPO Services Pvt. Ltd. comprises of Mr. Pulak Chamaria, Mr. Ramesh Kumar Khemka and Mr. M. S. Chokhani. Shareholding Pattern Name of Shareholder Number of Shares Percentage of

Shareholding (%) Infinity Infotech Parks Ltd.* 1,000,000 100.00 Total 1,000,000 100.00 *Inclusive of 60 Equity Shares jointly held with six (6) other shareholders holding 10 shares each in trust for Infinity Infotech Parks Ltd.

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Financial Performance (Rs. in Million)

As of March 31 Particulars 2007 2006 2005

Total Income Nil Nil Nil Profit/Loss after Tax Nil Nil Nil Equity Capital (par value Rs. 10 each) 10.00 10.00 0.10 Reserves and Surplus 39.60 39.60 Nil Earnings/Loss per share (Rs.) Nil Nil Nil Book value per share (Rs.) 46.74 46.81 (23.55) 2. Infinity Townships Private Limited (“ITPL”) Infinity Townships Pvt. Ltd. was incorporated on July 15, 2004 with the main object of carrying on the business of constructing, reconstructing, creating, operating executing, developing, improving, altering, decorating, furnishing, maintaining all types of infrastructural facilities required for socio-economic development including social infrastructure related facilities in township projects. The Company became an 88.25% subsidiary of our Company on December 21, 2006. Infinity Townships Pvt. Ltd. has its registered office at ‘INFINITY’, Plot A3, Block GP, Sector V, Salt Lake Electronics Complex, Kolkata 700 091. Currently, the company is engaged in a Joint Development Partnership with Assam Plywood Ltd. vide Development Agreement dated July 8, 2005 for development of land at Guwahati, in the State of Assam owned by Assam Plywood Ltd. to erect and construct a shopping mall, parking lots and other commercial amenities & facilities upon the terms and conditions agreed between the parties in the said Development Agreement. Board of Directors The board of directors of Infinity Townships Pvt. Ltd. comprise of Mr. Pulak Chamaria and Dr. V. K. Rungta. Shareholding Pattern Name of Shareholder Number of Shares Percentage of

Shareholding (%) Infinity Infotech Parks Ltd. 75,100 88.25 Mr. Pulak Chamaria 8,600 10.10 Mr. Ravindra Chamaria 1,000 1.17 Mrs. Nupur Chamaria 100 0.12 Mrs. Sushma Chamaria 100 0.12 Dr. V. K. Rungta 100 0.12 Mr. G. S. Bajoria 100 0.12 Total 85,100 100.00 Financial Performance

(Rs. in million) As of March 31 Particulars

2007 2006 2005 Total Income Nil Nil Nil Profit/Loss after Tax Nil Nil Nil Equity Capital (par value Rs. 10 each) 0.85 0.10 0.10 Reserves and Surplus 0.75 Nil Nil Earnings/Loss per share (Rs.) Nil Nil Nil Book value per share (Rs.) 17.00 (5.01) 5.32 Joint Venture 1. Navyuga Infinity Infrastructure Private Limited (“NIIPL”) M/s. Navyuga Engineering Company Limited and our Company entered into an MoU on April 18, 2007 at Hyderabad where both the parties have expressed their interest in jointly carrying on business in infrastructural development business like construction of bridges/roads, flyovers, dams, power projects etc. With this objective, Navyuga Infinity Infrastructure Private Limited was incorporated under the Companies Act on April 27, 2007. It’s registered office is located at ‘Infinity’, Plot A3, Block GP, Sector V, Salt Lake Electronics Complex, Kolkata - 700091.

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Board of Directors The Board of Directors of NIIPL comprises of Mr. Ravindra Chamaria, Mr. Pulak Chamaria, Mr. Chinta Sridhar and Mr. Chinta Sasidhar Shareholding Pattern Sr.No. Name of the shareholder No. of Equity Shares Percentage of issued Equity

Share Capital 1 Infinity Infotech Parks Ltd. 5000 50% 2 Mr. Pulak Chamaria 5000 50% Total 10,000 100.00% Financial Performance NIIPL was established in April 2007 so there are no audited financial statements. NIIPL is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 2. Geeta Intelligent Properties India Private Limited (“GIPIL”) Geeta Intelligent Properties India Private Limited was incorporated under the Companies Act, 1956 on June 01, 2005.Its registered office is located at plot 5, Block-BN, Sector V, Saltlake Electronics Complex, Kolkata- 700091.The Company has been incorporated to primarily carry on business to build, construct, purchase, to take or give on rights, manage, remove, pull down, replace, maintain, work control and manage any land, building etc. Board of Directors The Board of Directors of GIPIL comprises of Mr. Vishal Agarwalla, Mr. Pulak Chamaria and Mr. Ramesh Agarwalla (Alternate Director to Mr. Vishal Agarwalla) Shareholding Pattern Sr. No.

Name of Shareholder No. of Equity Shares Percentage of issued Equity Share Capital

1. Infinity Infotech Parks Limited 995,000 49.75% 2. Mr. Gokul Kumar Agarwalla 497,500 24.88% 3. Mr. Ramesh Kumar Agarwalla 202,500 10.12% 4. Mr. Vishal Agarwalla 150,000 7.50% 5. Miss. Kumud Agarwalla 150,000 7.50% 6. Mr. Pulak Chamaria 5,000 0.25%

Total 2,000,000 100.00%

Financial Performance

(Rs. In Millions) As of March 31 Particulars

2007 2006 2005 Total Income - - N.A. Profit/Loss after Tax - - N.A Equity Capital (par value Rs. 10 each) 20.00 20.00 N.A. Reserves and Surplus - - N.A Earnings/Loss per share (Rs.) - - N.A. Book value per share (Rs.) 9.82 9.82 N.A GIPIL is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up. 3. Kolkata IT SEZ Private Limited (“KITP”) Kolkata IT SEZ Private Limited was incorporated under the Companies Act, 1956 on July 05, 2006. Its registered office is located at Plot A-3, Block-GP, Sector V, Salt Lake Electronics Complex, Kolkata- 700091. The Company has been

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incorporated to primarily carry on business of developing, constructing, reconstructing, creating, operating, executing, improving, altering, decorating, furnishing, maintaining all types of infrastructural facilities of software technology park etc. Board of Directors The Board of Directors of KITP comprises of Mr. Pulak Chamaria and Mr. Piyush Kedia. Shareholding Pattern Sr. No.

Name of Shareholder No. of Equity Shares (Face Value – Rs. 10/- each)

Percentage of issued Equity Share Capital

1. Infinity Infotech Parks Limited. 500,000 50.00% 2. Mr. Murari Lal Jalan 500,000 50.00% Total 1,000,000 100.00%

Sr. No.

Name of Shareholder No. of Preference Shares (Face Value – Rs. 100/- each)*

Percentage of issued Equity Share Capital

1. Infinity Infotech Parks Limited. 350,000 50.00% 2. Mr. Murari Lal Jalan 350,000 50.00% Total 700,000 100.00%

* Preference Shares held by Mr. Murari Lal Jalan are fully paid-up where as preference shares held by our Company are partly paid upto Rs. 5/- per preference share Financial Performance

(Rs. In Millions) As of March 31 Particulars

2007 2006 2005 Total Income Nil N.A. N.A. Profit/Loss after Tax Nil N.A N.A Equity Capital (par value Rs. 10 each) 10.00 N.A. N.A. Preference Capital (par value Rs. 100 each) 36.75 N.A N.A Reserves and Surplus Nil N.A N.A Earnings/Loss per share (Rs.) Nil N.A. N.A. Book value per share (Rs.) 10.00 N.A N.A KITP is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and is not under winding up. 4. Capstone Developer Private Limited (“CDPL”)

Capstone Developer Private Limited was incorporated under the Companies Act on 19/09/2006. It’s registered office is located at Shalom House, Ka-Mari Road, Nongrimmaw, Laitumkhrah, Shillong, 793011. It is incorporated for carrying on the business of construction and development of Commercial and residential buildings, SEZs, IT parks, etc. Board of Directors The Board of Directors of CDPL comprised of Mr. Mohan Kumar Rai, Mr. Sree Ram Sharma, Mr. Purushottam Kr. Bhagchandka, Mr. Dhiraj Bhagchandka and Mr. Vinod Kumar Rungta Shareholding Pattern Sr. No. Name of the shareholder No. of Equity

Shares Percentage of issued Equity Share Capital

1 Purushottam Bhagchandka 5,000 0.10% 2 Dhiraj Bhagchandka 5,000 0.10% 3 Astra Holdings Pvt Ltd 8,35,000 16.87% 4 Bhagchandka Exports Ltd. 6,50,000 13.13% 5 Cimsys Research I Pvt. Ltd. 7,00,000 14.14% 6 Dolphin Agencies Pvt. Ltd. 2,80,000 5.66% 7 Infinity Infotech Parks Ltd 18,00,000 36.36% 8 Infinity BPO Services Pvt. Ltd. 6,75,000 13.64%

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Financial Performance The audited financial results of Capstone Developer Private Limited for the financial year ended is as follows :

(Rs.in million, except share data) Particulars Year ended 31st March 2007 2006 2005 Sales & other income NA NA NA Profit after tax NA NA AN Equity Share Capital 36.00 NA NA Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

Nil NA NA

Earning per share (Rs.) NA NA NA Book value per share (Rs.) 9.82 NA NA Net worth 35.34 NA NA The company is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 5. Tulip Dealers Private Limited (“TDPL”)

Tulip Dealers Private Limited was incorporated under the Companies Act on May 12, 2006. It’s registered office is located at 62/5, Beadon Street, Kolkata - 700006. It is incorporated for carrying on the business of construction and development of buildings, SEZ projects, etc. Board of Directors The Board of Directors of TDPL comprises of Mr. Ghanashyam Mundhra, Ms. Anita Mundhra, Mr. Suresh Kumar Jalan, Mr. Pradeep Kumar Sharma, Mr. Anup Basu and Mr. Vinod Kumar Rungta. Shareholding Pattern Sr. No. Name of the shareholder No. of Equity

Shares Percentage of issued Equity Share Capital

1 Purushottam Bhagchandka 10,000 0.78% 2 Dhiraj Bhagchandka 5,000 0.39% 3 Pekon Projects Pvt Ltd 6,30,000 49.41% 4 Infinity Infotech Parks Ltd 4,50,000 35.29% 5 Infinity BPO Services Pvt. Ltd. 1,80,000 14.12%

Financial Performance The audited financial results of Tulip Dealers Private Limited for the financial year ended is as follows :

(Rs.in million, except share data) Particulars Year ended 31st March 2007 2006 2005 Sales & other income NA NA NA Profit after tax NA NA AN Equity Share Capital 0.10 NA NA Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

Nil NA NA

Earning per share (Rs.) NA NA NA Book value per share (Rs.) 3.20 NA NA Net worth 0.03 NA NA The company is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. Associate Companies 1. Kolkata Knowledge City Private Limited (“KKCPL”)

Kolkata Knowledge City Private Limited was incorporated under the Companies Act on November 10, 2006. It’s registered office is located at ‘Infinity’, Plot A3, Block GP, Sector V, Salt Lake Electronics Complex, Kolkata - 700091. It is incorporated for carrying on the business of parting of knowledge by establishing institutions, education centres, computer centres for advancement of knowledge whether general ,professional, vocational, technical and to acquire ,establish,

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promote and run or otherwise manage such centres for imparting training in all fields of knowledge base education and to the business of developing, constructing, reconstructing, creating, operating, executing, improving, altering, decorating, furnishing, maintaining all types of Infrastructural facilities, Software Technology Park etc. Board of Directors The Board of Directors of KKCPL comprises of Mr. Gouri Shankar Bajoria and Mr. Piyush Kedia Shareholding Pattern Sr. No. Name of the shareholder No. of Equity Shares Percentage of issued

Equity Share Capital 1 Infinity Infotech Parks Ltd 5000 50% 2 Mr. Pulak Chamaria 5000 50%

Financial Performance The audited financial results of Kolkata Knowledge City Private Limited for the financial year ended is as follows :

(Rs.in million, except share data) Particulars Year ended 31st March 2007 2006 2005 Sales & other income - NA NA Profit after tax - NA NA Equity Share Capital 0.10 NA NA Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

- NA NA

Earning per share (Rs.) - NA NA Book value per share (Rs.) (1.43) NA NA Net worth (0.01) NA NA The company is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 2. Infinity BNKe Infocity Private Limited (“IBIPL”)

Infinity BNKe Infocity Private Limited was incorporated under the Companies Act on February 07, 2006. It’s registered office is located at Infinity, Plot A3, Block-GP, Sector V, SaltLake, Kolkata - 700091. It is incorporated for carrying on the business of development and construction of buildings, software parks, commercial complexes, etc. Board of Directors The Board of Directors of IBIPL comprises of Mr. Pulak Chamaria and Mr. Piyush Kedia Shareholding Pattern Sr. No. Name of the shareholder No. of Equity Shares Percentage of issued Equity Share Capital

1 Pulak Chamaria 2,500 25% 2 Piyush Kedia 2,500 25% 3 Infinity Infotech Private Limited 5,000 50%

Financial Performance

The audited financial results of Infinity BNKe Infocity Private Limited for the financial year ended is as follows : (Rs.in million, except share data)

Particulars Year ended 31st March 2007 2006 2005 Sales & other income NA NA NA Profit after tax NA NA AN Equity Share Capital 0.10 NA NA Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

NA NA NA

Earning per share (Rs.) NA NA NA Book value per share (Rs.) 4.06 NA NA Net worth 0.041 NA NA The company is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up.

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Agreements 1. Agreement between Global Synergy Limited and West Bengal Electronics Industry Development Corporation

Limited On March 3, 2005 an Agreement was entered into between Global Synergy Limited and West Bengal Electronics Industry Development Corporation Limited (“WEBEL”), a Government of West Bengal undertaking for the purpose of developing an industrial complex and to provide necessary state of the art infrastructural support to entrepreneurs for electronic industry and other high technology allied industries in the State of West Bengal. The following are the salient features of the Agreement:

(i) a company by the name of Globsyn Webel Limited (“New Co.”) shall be registered and an authorized share capital of Rs. 10, 00, 00,000/-.

(ii) 80% of the Paid Up Capital will be subscribed by Globsyn & Associates and associates and the remaining 20%

will be subscribed by WEBEL and associates.

(iii) WEBEL shall make available to the New Co. on a regular basis necessary information and guidance pertaining to successful implementation of the project by the New Co. and necessary governmental permissions and/or approvals and/or clearances within 90 days from the date of the Agreement.

(iv) Globsyn & Associates will take responsibility for implementation of the project in the name of the New Co.

which will also include financing, marketing, infrastructure creation, promotion and onward management guidelines of the project.

(v) In the event any of the parties decide to dispose of all or any of the shares held by them in the New Co., they

shall first offer to sell the same to the other group at a fair value and in the event the other party declines to purchase the shares within 30 days from the date of communication of offer, the offering party can dispose of the same to any person whomsoever at any price they think fit. However, neither party can sell its shares during the first three years of operation, without mutual consent.

(vi) If either of the parties wishes to dispose of all or any of the shares held by them in the New Co., they shall first

offer to sell the same to the other group at a fair value to be determined in accordance with the provisions of the Articles of Association of the New Co. and if such other party declines to purchase such shares within 30 days from the date when such offer is communicated to them then the offering party can dispose of such shares to any person whomsoever at any price they may think fit. However, neither party shall sell any of its shares during the first three years of operation, without mutual consent.

(vii) In the case of further issue of shares, each party shall be obliged to take up such part of any additional shares

issued by the New Co. as is proportionate to their shareholding in the New Co. and if either of the parties decides not to take up their portion of additional shares to which they have a right, there shall be no right of renouncement in favour of any other party without mutual consent. Such further issue of shares shall be made only with the consent of the New Co. in a General Meeting by a Special Resolution.

(viii) Globsyn & Associates and/or the directors to be nominated by Globsyn & Associates shall take complete

responsibility to give implementation of the said Project which will include financing, marketing, infrastructure creational promotion and onward management guidelines of the said Project.

(ix) The Board of Directors of the New Co. shall consist of not more than five Directors and the number of

directors to be nominated by Globsyn & Associates and WEBEL shall be in the ratio of 4:1. Globsyn & Associates and WEBEL hereby agree to exercise their voting rights at all meetings of the New Co. in which directors are elected in favour of the persons nominated by the other party.

(x) The Chairman and the Managing Director of the New Co. will be nominated by the Globsyn and Globsyn shall

consult WEBEL before the nomination is finalized.

(xi) The New Co. shall not undertake any other new project or expansion of the present project in the State of West Bengal without the prior approval of WEBEL.

(xii) The New Co. shall furnish an undertaking from the directors jointly stating:

(a) New Co. will not without the prior approval of WEBEL in writing transfer, assign, pledge,

hypothecate or otherwise charge or dispose of in any manner whatsoever their share holdings in the New Co.

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(b) New Co. will give prior notice to WEBEL before any of them resigns from the Board of the New Co.

(xiii) The New Co. and/or Globsyn & Associates are not bound nor shall be liable for any commitment made

regarding the Intelligent Centre Building, Technology Centre Building and Intelligent Village Complex project if any, made by WEBEL and WEBEL shall keep Globsyn & Associates and the New Co. indemnified for any claims or damages.

2. Memorandum of Understanding (“MoU”) between M/s. Navyuga Engineering Company Limited (“NECL”) and

M/s. Infinity Infotech Parks Limited (“IIPL”) M/s. Navyuga Engineering Company Limited and our Company entered into an MoU on April 18, 2007 at Hyderabad where both the parties have expressed their interest in jointly carrying on business in infrastructural development business like construction of bridges/roads, flyovers, dams, power projects etc. by combining and complementing their respective strengths and for the said purpose have decided to incorporate a company by the name of “Navayuga Infinity Infrastructure Private Limited” with both parties having an equity shares of 50% each. 3. Memorandum of Understanding (“MoU”) between M/s. Pekon Projects Private Limited and M/s. Infinity

Inoftech Parks Limited (“IIPL”) M/s. Pekon Projects Private Limited and our Company have entered into an MoU dated August 01, 2007 to jointly develop a SEZ/Infrastructure project at Bantalla, Kolkata on equal sharing 50:50 basis as Joint Venture project. Strategic and Financial Partners Our Company has not entered into any strategic and financial partnerships with any third parties as on the date of filing of this Draft Red Herring Prospectus. However, our Company has entered into joint development partnerships for the development of certain projects, the details of which have been mentioned in the section titled “Our Business” on page 46 of this Draft Red Herring Prospectus.

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. OUR MANAGEMENT

Board of Directors

Under our Articles of Association, our Company cannot have less than three (3) directors or more than eleven (11) Directors. At present, the Board of our Company comprises of the following persons: S.

No.

Name, Father’s/Husband’s Name, Address, Occupation, Nationality

and, Term

Age (in years)

Designation Other Directorships

1. Mr. Ravindra Chamaria, s/o. Late Ram Gopal Chamaria, P.O. Box 17516, Jebel Ali, Dubai, UAE (currently residing at 5, Hastings Park Road, 5th Floor, Kolkata 700 027.) Business Indian Five years wef. 14.06.2004. DIN – 00276104

57 Chairman & Managing Director (Executive)

1. Forum Real Estate Pvt. Ltd. 2. Forum Retail & Entertainment Pvt.

Ltd. 3. Alternative Power & Fuel (India)

Pvt. Ltd. 4. Aarcee Capital Market Ltd. 5. Navayuga Infinity Infrastructure Pvt.

Ltd. 6. Asia Assets & Development Inc. ,

BVI 7. Arcee Holdings Ltd, BVI 8. Businessdubai.com Inc., BVI 9. Greenfocus Ethiopia Ltd, BVI 10. CGS Holdings Ltd, BVI 11. Emirates Hills Property Ltd, BVI 12. Anglo Finance Ltd, Mauritius 13. Interocean Trade Ltd, Mauritius 14. Arcee Holdings Pte Ltd, Singapore 15. Agio Packaging Ukraine Pte Ltd,

Singapore 16. Pharmco Pte Ltd, Singapore 17. Medi-Suisse Pte Ltd, Singapore 18. Axiom Holdings Pte Ltd, Singapore 19. Emarketplaces FZ-LLC, Dubai

2. Mr. Pulak Chamaria s/o. Mr. Ravindra Chamaria, 5, Hastings Park Road, 5th Floor, Kolkata 700 027. Business Indian. Three years wef. 27th June, 2006 DIN – 00276186

29 Executive Director 1. Infinity BPO Services Pvt. Ltd. 2. Ideal Windpower Systems Pvt. Ltd. 3. Forum Real Estate Pvt. Ltd. 4. Forum Retail & Entertainment Pvt.

Ltd. 5. Alternative Power & Fuel (India)

Pvt. Ltd. 6. Aarcee Capital Market Ltd. 7. Kolkata IT Park Pvt. Ltd. 8. Geeta Intelligent Properties India

Pvt. Ltd. 9. Kolkata IT SEZ Pvt. Ltd. 10. Infinity BNKe Infocity Pvt. Ltd. 11. Navayuga Infinity Infrastructure Pvt.

Ltd. 12. Profile Infinity Infrastructure Pvt.

Ltd. 13. Bhubaneshwar Knowledge City

Projects Pvt. Ltd. 14. Bhubaneshwar IT Park Projects Pvt.

Ltd. 15. Infinity Townships Pvt. Ltd. 16. RC Family Holdings Ltd., BVI 17. Emirates Hills Property Ltd., BVI

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3. Mr. Bikram Dasgupta s/o. Late Sukamal Dasgupta XI-11 & 12, Block – EP, Sector V, Salt Lake Electronic Complex, Kolkata 700 091 Business Indian Liable to retirement by rotation DIN – 00200742

56 Non-Executive Director

1. Globsyn Technologies Ltd. 2. Global Synergies Ltd. 3. Romit Leasing & Finance (P) Ltd. 4. BDG Global Pvt. Ltd. 5. Mavericks Technologies (P) Ltd. 6. Globsyn Technologies Inc., USA. 7. Synergy Log In Systems Ltd. Partnership Firm 1. BDG & Associates

4. Mrs. Ranjana Dasgupta w/o. Mr. Bikram Dasgupta XI-11 & 12, Block – EP, Sector V, Salt Lake Electronic Complex, Kolkata 700 091 Business Indian Liable to retirement by rotation DIN – 00200803

50 Non Executive Director

1. Globsyn Technologies Ltd. 2. Global Synergies Ltd. 3. Romit Leasing & Finance (P) Ltd. 4. BDG Global Pvt. Ltd. 5. Mavericks Technologies (P) Ltd. 6. Globsyn Technologies Inc, USA. Partnership Firm BDG & Associates – Partner.

5. Mr. Probir Chandra Chatterjee s/o. Late S.C. Chatterjee, 19, Kabir Road, Kolkata 700 026 Service Indian Liable to retirement by rotation DIN – 00436800

57 Independent Director 1. Ideal Windpower Systems Pvt. Ltd. 2. Optimal Computing Pvt. Ltd.

6. Mr. Ramesh Kumar Khemka s/o. Late Shree Narain Khemka, 105, Southern Avenue, 4th Floor, Kolkata 700 029. Business Indian Liable to retirement by rotation DIN – 00096724

62 Independent Director 1. Times Construction Pvt. Ltd. 2. Times Global Pvt. Ltd. 3. Times Distributors Pvt. Ltd. 4. Gilt Properties Pvt. Ltd. 5. S.R. Gardens Pvt. Ltd. 6. Infinity BPO Services Pvt. Ltd. 7. Angad Merchants Pvt. Ltd.

Partnership Firm 1. Hind Udyog Corporation – Partner.

7. Mr. Rajeshwar Kumar Khanna s/o. Late Shanti Sarup Khanna,

65 Independent Director 1. Intellectual Property Law Practitioners Association (Vice President)

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11, Middleton Row, (Flat no.9) Kolkata 700 071 Professional Indian Liable to retirement by rotation DIN – 00334990

Partnership Firm Khanna & Co. – Partner.

8. Mr. Sujit Poddar s/o. Late Suresh Chandra Poddar, AK-127, Sector II, Salt Lake, Kolkata 700 091. Professional Indian Liable to retirement by rotation. DIN – 00041438

60 Independent Director 1. Globsyn Technologies Ltd. 2. Nicco Corporation Ltd. 3. Nicco Parks & Resorts Ltd. 4. Luxmi Township Ltd. 5. Choicest Enterprises Ltd. 6. Sombit Commercial (P) Ltd. 7. PKD Projects (P) Ltd. 8. Omex Trexim (P) Ltd. 9. Monmohiniur Tea Co. Ltd. 10. Synergy Log In Systems Ltd. 11. Wellside Hotels & Resorts Pvt. Ltd. 12. Space Solution Pvt. Ltd. 13. Bhagirathi Greenfield Pvt. Ltd. Sole Proprietorship 1. S. Poddar Management Services Partnership Firm 1. Poddar, Datta & Associates – Partner.

9. Mr. Sunand Sharma s/o. Mr. Dayanand Sharma Udai Farm, Mall Road, Kishangadh, Vasant Kunj, New Delhi - 110 070 Service Indian Liable to retirement by rotation. DIN – 00275238

57 Independent Director 1. Aala Mission Holdings Pvt. Ltd. 2. Bhopal Environmental Projects Pvt.

Ltd. 3. Chennai Environmental Projects Pvt.

Ltd. 4. DC Power Ltd. 5. EDL India Pvt. Ltd. 6. EDL Power (India) Pvt. Ltd. 7. Indocean Infrastructure Services Pvt.

Ltd. 8. Quantum Consultants Pvt. Ltd. 9. Alstom Projects India Ltd. 10. Alstom Manufacturing India Ltd. 11. Alstom Industrial Products Ltd. 12. Alstom Energy Ltd. 13. Alstom Power Boilers Service Ltd. 14. Alstom Hydro R&D Ltd. 15. NTPC Alstom Power Service Pvt.

Ltd.

10. Mr. Sujit Sen s/o. Late Akshoy Kumar Sen, residing at 29A, Kabir Road, Kolkata 700 029 Service Indian Liable to retirement by rotation DIN – 00317772

56 Non Executive Director (Nominee – Webel)

1. DLF Infocity (Kolkata) Ltd.

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Brief Biographies of our Directors Mr. Ravindra Chamaria, Chairman and Managing Director, aged 57 years, is a commerce graduate from Calcutta University. He is a businessman with 30 years of international entrepreneurial experience and with 10 years of experience in the real estate sector. He has business interests across industries like ITeS & Auto components. He is a Member of the Regional Committee of CII and Committee member of Bengal Chamber of Commerce and Chairman of Infrastructure Sub-Committee. He is also a member of Nabadiganta Industrial Township Authority of Sector - V.

Mr. Pulak Chamaria, Executive Director, aged 29 years, is a Bachelor of Science in Business Administration from Bobson College, USA. He is looking after strategic planning, marketing and budgeting of our Company. During his course of Business Administration, he has, inter alia, worked with Merill Lynch (Private Client Group). Mr. Bikram Dasgupta, Non-Executive Director, aged 55 years, is an engineering graduate from Indian Institute of Technology, Kharagpur. He has been associated with our Company since 1995. He has about 27 years of experience in the IT industry. He was the Chairman of IT Asia for 4 years, the IT industry trade fair organizer in the sub-continent. Currently he is the Chairman and Managing Director of Globsyn Technologies Ltd. & Chairman of Synergy Log In Systems Ltd. Ms. Ranjana Dasgupta, Non-Executive Director, aged 50 years, is a Political Science graduate from the University of Delhi. She has experience in the field of Administration and Human Resource Functions with emphasis on “People Management”. She works with several NGO’s and social organizations, especially with mentally challenged people. Mr. Probir Chandra Chatterjee, Independent Director, aged 57 years, is a Mechanical Engineer from University of Calcutta, AICWA , PGDBM from the Indian Institute of Management, Ahmedabad. He has 25 years of work experience in India and abroad in the fields of finance, accounts, corporate restructuring / re-engineering, project management. He was earlier associated with Unilever Plc, UK and Robert Bosch GmbH, West Germany.

Mr. Ramesh Kumar Khemka, Independent Director, aged 62 years, is a commerce graduate from the University of Calcutta. He has over 35 years of experience in real estate business and has also 15 years of work experience in the field of finance. Mr. Rajeshwar Kumar Khanna, Independent Director, aged about 65 years, is a Science and Law Graduate from the University of Calcutta. Mr. Khanna was enrolled as an Attorney-at-Law of the High Court, Calcutta on 18th August 1967 and was awarded the Belchambers Gold Medal in July, 1967 by the Incorporated Law Society of Calcutta. Mr. Khanna is a practicing Attorney-at-Law and Advocate of the High Court at Calcutta and Supreme Court of India. He is a Member of the Law Society, London and a Solicitor of the Supreme Court of England & Wales. He is also a Member of Intellectual Property Law Practitioners Association (IPLPA) and FICCI Arbitration and Conciliation Tribunal (FACT). Mr. Khanna is the Senior Partner of M/s. Khanna & Co., Advocates & Solicitors and has acted for and advised Corporate Houses, Multi National Companies, Banks and Public Sector Undertakings on general/commercial litigation, property matters, Arbitration, Civil, Commercial, Criminal litigation, General and Commercial, Matters pertaining to Corporate Laws, Contract Laws, Arbitration Matters, Intellectual Property Matters, Constitutional Laws, Foreign Exchange Laws and Tax Laws in various High Courts of India and Supreme Court of India and before different Tribunals all over India. Mr. Sujit Poddar, Independent Director, aged 60 years, did his Post Graduation in Law from Calcutta University. Mr. Poddar was enrolled as an Advocate with the Hon’ble High Court at Calcutta in 1975. He joined the Finance Department of the Government of West Bengal in 1977 on a special assignment on contractual basis attached to the Finance Minister and continued till 1982. In 1982, he joined the Indian Research Institute as an Executive Director and continued for one year upto June 1983. He once again joined the Finance Department of the Government of West Bengal on a special assignment attached to the Finance Minister. From 1987 onwards, Mr. Poddar continued with the State Government as a Special Assistant to the Hon’ble Chief Minister till July 1996. From 1996, Mr. Poddar has been working as a corporate advisor and consultant to various Corporates. Mr. Sunand Sharma, Independent Director, aged 58 years, is a Mechanical Engineer from Osmania University. He is a life Member of the Institution of Engineers and a Member of the Indian Management Association. Mr. Sharma is presently the Country President of ALSTOM in India, and, Chairman of ALSTOM Projects India Ltd. since 2006. He possesses over 35 years of work experience providing strategic advice to global companies including Nokia Telecommunications Oyj of Finland, Owens Corning Fiberglas Inc. of USA, Energy Developments Limited of Australia, Vialle Alternative Fuel Systems and the Royal Cebeco Group of the Netherlands, GE Wind Energy of USA and Acciona Energia of Spain. In the past, he also has led the Business Development effort of GE in India, working with teams from aircraft engines, power systems, plastics, medical systems, transportation and GE & RCA licensing which resulted in laying the foundations of the GE presence in India. He is the Chairman of the Northern Region of the Indo-French Chamber of Commerce & Industry and a member of various councils and committees of the CII and of the European Business Group.

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Mr. Sujit Sen, Nominee Director of WEBEL, aged 57 years, is a Science and Law graduate from the University of Calcutta. He is also a post graduate (Honours) with Diploma in Personnel Management and Industrial Relations from XLRI, Jamshedpur. Currently, Mr. Sen is the Head (Personnel & Administration) of WEBEL and has in the past worked with Bata India Ltd., Shaw Wallace & Co. Ltd., Britannia Industries Ltd., Indian Oxygen Ltd. and Bengal Potteries Ltd. BORROWING POWERS OF THE BOARD Our Articles, subject to the provisions of the Act, authorise our Board, to raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. Our Members have, pursuant to a resolution passed at the EGM dated February 22, 2007 authorised our Board to borrow monies together with moneys already borrowed by us, in excess of the aggregate of the paid up capital and its free reserves, not exceeding Rs.300 crores at any time. CORPORATE GOVERNANCE Our Company stands committed to good Corporate Governance practices based on the principles such as accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. These vital initiatives extend beyond mandatory corporate governance requirements and are in accordance with our aim of establishing voluntary best practices for good corporate governance. The provisions of the Listing Agreement to be entered into with the Stock Exchanges with respect to corporate governance and the SEBI Guidelines in respect of corporate governance will be applicable to our Company immediately upon the listing of our Company’s Equity Shares on the Stock Exchanges. Our Company undertakes to adopt the Corporate Governance Code as per Clause 49 of the Listing Agreement to be entered into with the Stock Exchanges prior to the listing of our Equity Shares. Our Company has complied with the requirements of Corporate Governance contained in the Equity Listing Agreement, particularly those relating to composition of Board of Directors, constitution of committees such as Audit Committee, Shareholder / Investor Grievance Committee, etc. Presently, our Board has ten Directors, out of which 5 are independent directors in accordance with the requirements of clause 49 of the listing agreement of the Stock Exchanges. The details of the committees of the Board are as under: Various Committees of Directors: We have constituted the following committees of our Board of Directors for compliance with corporate governance requirements: 1. Audit Committee 2. Remuneration Committee 3. Shareholders & Investor Grievance Committee. 1. Audit Committee: The current members of the Audit Committee of our Board are Mr. Sujit Poddar - Chairman, Mr. P. C. Chatterjee, Mr. Ramesh Khemka and Mr. R.K. Khanna. All of them are independent Directors. The changes in the constitution of the Audit Committee since its formation are as follows: Sl No. Date Change in constitution

1 June 30, 2001 Constitution of Audit Committee with Mr. Sujit Poddar, Mr. Rahul Saraf and Mr. Narayan Chand Kumbhat as First Members

2 March 26, 2002 Mr. Rahul Saraf resigned from the Board of Directors and subsequently from Audit Committee

3 June 28, 2002 Mr. Birkam Dasgupta was inducted as an Audit Committee member

4 September 04, 2002

Mr. Narayan Chand Kumbhat resigned from the Board of Directors and subsequently from Audit Committee

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5 September 04, 2002

Mr. Probir Chandra Chatterjee was appointed as an Alternate Director in place of Mr. N. C. Kumbhat and subsequently as an Audit Committee Member

6 June 14, 2004 Mr. R. K. Khanna was inducted as an Audit Committee member

7 June 27, 2006 Mr. Ramesh Khemka was inducted as an Audit Committee member Mr. Bikram Dasgupta resigned from the Audit Committee

The Audit Committee was formed by the Board of Directors of the Company at its meeting held on June 30, 2001. The role of the Audit Committee and its governance as detailed below were discussed:

a. Review of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

b. Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for

payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on:

• Any changes in accounting policies and practices • Major accounting entries based on exercise of judgement by management • Qualifications in draft audit report • Significant adjustments arising out of audit • The going concern assumption • Compliance with accounting standards • Compliance with legal requirements concerning financial statements. • Any related party transactions i.e. transactions of the Company of material nature, with promoters or the

management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing

and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

f. Discussion with internal auditors any significant findings and follow up thereon.

g. Reviewing the findings of any internal investigations by internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussions with external auditors before the audit commences, nature and scope of audit and have post-audit

discussion to ascertain any area of concern.

i. Reviewing the Company’s financial and risk management policies.

j. To look in to the reasons for substantial defaults in the payment to the depositors, debenture holders, share holders (in case of non-payment of declared dividends) and creditors.

The Audit Committee enjoys following powers: -

a. To invite such of the executives, as it considers appropriate (and particularly the head of finance function) to be present at the meetings of the Committee,

b. To investigate any activity within its terms of reference, c. To seek information from any employee d. To obtain outside legal or other professional advice, and e. To secure attendance of outsiders with relevant expertise if considered necessary.

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The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be minuted in the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit. 2. Remuneration Committee: The Remuneration Committee was formed by the Board of Directors of the Company at its meeting held on June 27, 2006 with Mr. Sujit Poddar, Mr. P. C. Chatterjee and Mr. Ramesh Khemka as its first members. All of them are independent Directors. As on date, Mr. Sujit Poddar, Mr. P.C. Chatterjee and Mr. Ramesh Khemka continue to be members of the Remuneration Committee. The major terms of reference of the Remuneration Committee, interalia, consist of reviewing the overall compensation policy, service agreements and other employment conditions of the Managing / Wholetime Directors with a view to retaining and motivating the best managerial talents. In determining the remuneration package of the Wholetime / Managing Directors, the Committee shall evaluate the remuneration paid by comparable organizations and thereafter shall make its recommendations to the Board in this regard. The Committee is also empowered to review the performance of the Managing / Wholetime Directors and recommends to the Board the quantum of annual increments / performance incentives. The Remuneration Committee is also empowered to formulate the scheme for and grant Stock Options to the employees including Managing / Wholetime Directors and to monitor the implementation thereof besides reviewing the performance and remuneration package of the senior and key executives of the Company. The Committee is required to meet at least once a year. 3. Shareholders & Investor Grievance Committee: The Shareholders & Investor Grievance Committee was formed by the Board of Directors of the Company at its meeting held on June 28, 2007 with Mr. Ramesh Kumar Khemka, Mr. R. K. Khanna & Mr. Pulak Chamaria as its first members. The major reference of the Shareholders & Investor Grievance Committee, interalia, consist of redressal of shareholder and investors complaint like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. SHAREHOLDING OF OUR DIRECTORS

Sr. No.

Name of the Shareholder No. of Equity Shares Pre-Offer Percentage Shareholding (%)

Post Offer Percentage Shareholding (%)

1. Mr. Ravindra Chamaria 100,000 0.50 2. Mr. Pulak Chamaria 1,032,000 5.16 [●] 3. Mr. Bikram Dasgupta 154,100 0.77 [●] 4. Ms. Ranjana Dasgupta 1,800 0.01 [●] 5. Mr. Ramesh Kumar Khemka 2,500 0.01 [●] 6. Mr. Rajeshwar Kumar Khanna 2,500 0.01 [●] 7. Mr. P. C. Chatterjee 2,500 0.01 [●] 8. Mr. Sunand Sharma 1,250 0.01 [●]

INTEREST OF OUR DIRECTORS All our Directors, including Independent Directors, may be deemed to be interested to the extent of remuneration and/or fees payable to them for attending meetings of the Board or a committee thereof as well as to the extent of commission and other remuneration and reimbursement of traveling and other expenses payable to them. The Chairman and our Whole Time Director are interested to the extent of remuneration payable to them for the services being rendered by them as an officer or employee of our Company. All the directors, including independent Directors, may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by the Company with any either the Director himself, other company in which they hold directorships or any partnership firm in which they are partners, as declared in their respective declarations. Except as disclosed elsewhere in this Draft Red Herring Prospectus and in particular “Related Party Transactions” beginning on page 97 of this Draft Red Herring Prospectus, our Directors do not hold any other interests in our Company

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Remuneration of Executive Directors The following table sets forth the details of remuneration for the Executive Directors for the fiscal year ended March 31, 2007: S.No. Particulars Mr. Ravindra Chamaria Mr.Pulak Chamaria

1. Basic Salary Rs.990,000 Rs.688,066 2. Commission Nil Nil 3. Rent free Accommodation Rs.591,000 Rs.375,750 4. House Rent Allowance Nil Rs.34,840 5. Electricity (directly to CESC) Rs.1,77,300 Rs.33,450 6. Provident Fund Rs.118,800 Rs.82,568 7. Medical Insurance Premium Rs.4,000 Nil 8. Club Fee Rs.63,644 Rs.5,594 9. Attire Allowance Nil Rs.7,167 10. Special Allowance Nil Rs.40,133 11. Ex-gratia Nil Rs.2,625 TOTAL Rs. 1,944,744/- Rs. 1,270,193/- Note: Payments on account of car and telephone expenses are made to Mr. Ravindra Chamaria and Mr. Pulak Chamaria for business use. CHANGES IN OUR BOARD OF DIRECTORS IN THE LAST THREE YEARS Sr. No.

Name of Director Date of Appointment

Date of Cessation Reason

1. Mr. Ravindra Chamaria 16.06.2004* - Appointed as Managing Director

2. Mr. Bikram Dasgupta 14.04. 1995 20.09.2004** Resigned as Chairman of our Company

3. Mr. Ravindra Chamaria 20.09.2004* - Appointed as Chairman of our Company

4. Mr. Ramesh Khemka 15.10.2004 - Appointed as Additional Director.

5. Mr. S. K. Mitra (WEBEL Nominee)

15.12.1999 29.03.2005 Resignation from WEBEL.

6. Mr. M. K. Ray Chaudhuri (WEBEL Nominee)

30.06.2005 16.12.2005 Resignation from WEBEL.

7. Mr. Aloke Dasgupta (IDBI Nominee)

04.05.2000 27.06.2006 Withdrawal of Nominee by IDBI

8. Mr. U. K. Mukherjee (WEBEL Nominee)

16.12.2005 27.06.2006 Resignation from WEBEL.

9. Mr. Sujit Sen (WEBEL Nominee)

27.06.2006 - Appointed as Additional Director.

10. Mr. Pulak Chamaria 27.06.2006 - Appointed as Executive Director of our Company

* The date of Appointment denotes appointment as Managing Director & Chairman respectively. However Mr. Ravindra Chamaria was appointed on 29.09.2001 for the first time as an Additional Director in the Board of Directors. ** The date of cessation denotes resignation as Chairman of the Company, however Mr. Bikram Dasgupta is continuing as a Non-Executive Director in the Board, liable to retire by rotation.

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ORGANISATION CHART

KEY MANAGEMENT PERSONNEL Apart from our Executive Directors, the following are our key management personnel: Dr. V. K. Rungta, President, aged 60 years has done his graduation in Science from the University of Rajasthan. Thereafter, he did his L.L.B and Masters in Business Administration from the University of Calcutta and also completed his Company Secretaryship from the Institute of Company Secretaries of India. He did his Ph.D in Management from Stanton University, New York through All India Professional Association, Madras. He joined our Company on July 1, 2007 as President and his current work profile includes corporate planning, project structuring and liaisoning activities. He has over 20 years of experience in public and private sector organizations. He has previously worked with Coal India Ltd. and has been on the Board of, inter alia, The Bank of Rajasthan Ltd., BFL Software Ltd. and Khaitan India Ltd. Prior to joining our Company, he was an independent practicing Company Secretary. His annual remuneration is Rs. 1.10 million. Mr. Narendra Kumar Chandak, CFO & Company Secretary, aged 40 years, has completed B.Com (Hons.) from Calcutta University, Cost & Works Accounts from the Institute of Cost & Works Accountants of India, Company Secretaryship from the Institute of Company Secretaries of India and Chartered Accountancy from the Institute of Chartered Accountants of India. He joined our Company on February 19, 2001. He has wide experience in carrying out various activities including co-ordination with lenders, capital structuring, preparation of Project reports, fund syndication, management and control of funds, corporate planning, budgeting, MIS. He also handles secretarial functions, income tax matters and commercial matters. He completed his articleship from Lodha & Company, Chartered Accountants and thereafter was engaged with STP Ltd. He has also worked with Rajasthan Bank Financial Services Ltd., Usha Breco Ltd. and was working with IFB Agro Industries Ltd. prior to joining our Company. He ranked 8th on all India basis in his final examination of ICSI. His annual remuneration in the previous financial year was Rs. 0.6 million Dr. A.K. Mathur, General Manager – Business Development, aged 61 years has done his Ph.D in Physics from Banaras Hindu University. He joined our Company on April 1, 2005 as General Manager – Business Development and his current work profile includes supervising the work related to the Operations and maintenance of the services of the Infinity Thinktank. Additionally, he is also engaged in business development and human resource management and for setting up a renewable energy power project. He has 30 years of experience in international business (exports / imports / public distribution, power project marketing / implementation (STP) and business model development for B2B site. He was previously employed with the State Trading Corporation of India, LZM Energy and prior to joining our Company he worked for Emarketplaces FZ LLC (Dubai). He has been invited as guest faculty to deliver lectures in management development programs by IIFT / IMI (Delhi) and Fortune Institute of Management, New Delhi. His annual remuneration in the previous financial year was Rs. 0.6 million. Mr. K.K. Ray, Senior Consultant - Projects, aged 67 years is a Bachelor of Civil Engineering from Jadavpur University and graduated with a First Class. He joined our Company on May 1, 2007. His current work profile includes complex project management, contract negotiation and compliance monitoring of statutory regulations, liaisoning with public and statutory agencies, project personnel management and leadership and designing of detailed project plans. He has over 46 years of experience in public and private sector organizations. He has previously, inter alia, worked as a consultant to the Company and to Software Technology Park Project of the Government of India and has also been an advisor to Reliance Telecom Ltd., and also worked with WEBEL Electronics Communication Systems Ltd., WEBEL Carbon & Film Resistors Ltd., WEBEL, ACC Babcock Ltd., Housing Department of the Government of West Bengal, HEC Ltd. Dhruwa Township, Ranchi and JK Paper Mills Townships in Rayagada in the State of Orissa. He is a member of the Association of Civil Engineer and the Institution of Engineers. His current remuneration in the Company is Rs. 0.47 million.

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Mr. Anupam Roychowdhury, Manager – Projects, aged 61 years, is a Bachelor of Civil Engineering from Jadavpur University. He joined our Company on November 01, 2001. He has 37 years experience in general and construction management with detailed supervision following modern construction techniques. Prior to joining our Company, he was General Manager (Projects) of Bengal Ambuja Housing Development Ltd., where he supervised the construction of high-rise at Udayan and was in total management and development of township at Urvashi. He has also worked in Damascus, Syria as Expert Engineer (Construction) of Development Consultants Ltd. for 2 * 1000 TPD Cement Plant in an MNC environment and in Nepal as Quality Controller in ADB funded 1 * 750 TPD Cement plant with international consultants. His annual remuneration in the previous financial year was Rs. 0.35 million. Mr. Subodh Chandra Basak, Manager – Projects, aged 65 years, is a Bachelor of Engineering (Civil) from Bengal Engineering College, Shibpur, Calcutta. He joined our Company on September 01, 2004. He has over 40 years of experience in Engineering and has been in charge of several project work such as Raman Hydroelectric Project, Darjeeling of West Bengal State Electricity Board (WBSEB), Teesta Canal Fall Power Houses of WBSEB, Karbi Langpi Hydroelectric Project, Assam etc. with headquarter in Siliguri. Apart from the aforesaid, he has been involved in execution of various projects being executed by NPCC in North Eastern States. He has previously worked with National Project Construction Corporation Ltd. firstly as Assistant Executive Engineer and thereafter as General Manager. Thereafter, he was employed with Simplex Projects as General Manager (Projects). Prior to joining our Company, he worked with Hindustan Club. His annual remuneration in the previous financial year was Rs. 0.35 million. Mr. Malay Kumar Saha, Senior Engineer - Projects, aged about 59 years, has completed Diploma course in Civil Engineering from West Bengal. He joined the Company on June 01, 2004. He has experience in working with Simplex Concrete Piles (India) Pvt. Ltd. for more than 20 years wherein he has been involved in various project sites in India such as Hindustan Shipyard Site (Vishakhapatnam, AP), Cochin Shipyard Site (Kerala), Kanpur M.E.S. Site (Kanpur), Indian Explosive Ltd (Kanpur) and Bihar State Electricity Board (Muzzaffarpur). Prior to joining our Company he was associated with R. Chatterjee & Co., Kolkata, wherein he was associated in the construction of Multistoried Building at La-Martiniere School Building under Damodar Ropeways Construction Co., construction of Multistoried Building at 6, Sarat Bose Road under Ekta Apartment and Damodar Ropeways Construction Co., Bore Piling and all Civil Works for office complex of Ganpati Builders and Services Pvt. Ltd. at Topsia and all Civil Works for Building of “Times of India” at Salt Lake. His annual remuneration in the previous financial year was Rs. 0.22 million All our key management personnel are permanent employees of our Company. FAMILY RELATIONSHIP BETWEEN OUR DIRECTORS AND KEY MANAGEMENT PERSONNEL Mr. Pulak Chamaria is the son of Mr. Ravindra Chamaria and Mrs. Ranjana Dasgupta is the wife of Mr. Bikram Dasgupta. None of our other directors & key management personnel are related to each other. SHAREHOLDING OF OUR KEY MANAGEMENT PERSONNEL

Sr. No.

Name of the Shareholder No. of Equity Shares Pre-Offer Percentage Shareholding (%)

Post Offer Percentage Shareholding (%)

1. Mr. N. K. Chandak 2,500 0.01 [●] 2. Dr. A. K. Mathur 2,500 0.01 [●] 3. Mr. K. K. Ray 1,250 0.01 [●] 4. Mr. A. Roychowdhury 500 Negligible [●] 5. Mr. S. C. Basak 500 Negligible [●]

BONUS OR PROFIT SHARING PLAN FOR OUR KEY MANAGEMENT PERSONNEL There is no bonus or profit sharing plan for our key managerial employees. RELATION OF KEY MANAGEMENT PERSONNEL AND DIRECTORS None of the key managerial personnel are related to the Board or any Committee. CHANGES IN OUR KEY MANAGEMENT PERSONNEL IN THE LAST THREE YEARS Sr No. Name of Key Management

Personnel Date of Appointment

Date of Cessation Reason

1. Mr. Subodh Chandra Basak September 01, 2004

N.A. New Appointment

2. Mr. A. K. Mathur April 01, 2005 N.A. New Appointment 3. Mr. K. K. Ray May 01, 2007 N.A. New Appointment 4. Dr. V. K. Rungta July 01, 2007 N.A. New Appointment

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PAYMENT OR BENEFIT TO OUR OFFICERS Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our Company is entitled to any benefit upon termination of his employment in our Company. Other than as disclosed in the section titled “Financial Statements” on page 99 of this Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our Company. EMPLOYEES Our Company has not offered any stock option scheme / employees stock purchase scheme of the Company under the Employee Stock Option Scheme and Employee Stock Purchase Scheme. Apart from salary and usual perquisites, and group benefits under the group gratuity scheme and the employee provident fund scheme no other benefits have been offered to the officers of the Company.

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OUR PROMOTERS AND THEIR BACKGROUND Our Promoters are Mr. Ravindra Chamaria, Alternative Power & Fuel (India) Pvt. Ltd. and Forum Real Estate Pvt. Ltd. Individual Promoters The details of our Promoters who are individuals are as follows: Mr. Ravindra Chamaria

Permanent Account Number ADZPC8820E Passport Number Z1396846 Driving License Number Not Available Voter ID Not Available

For details, please refer to the chapter titled “Our Management” on page 78 of this Draft Red Herring Prospectus.

Corporate Promoters The details of our Promoters which are companies are as follows: 1. Alternative Power & Fuel (India) Pvt. Ltd. 2. Forum Real Estate Pvt. Ltd. 1. Alternative Power & Fuel (India) Pvt. Ltd. (“APFIPL”) APFIPL was incorporated under the Companies Act on July 27, 2005 with the main object of, inter alia, carrying on business as producers, generators, transmitters, processors, converters, accumulators, agents and intermediators, negotiators, storers, distributors, buyers and sellers of all kinds of energy, power, electricity through conventional or non conventional sources and processes. APFIPL is yet to commence its business. The registered office of APFIPL is located at Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091. Promoters

1. Forum Retail & Entertainment Pvt. Ltd. 2. Forum Real Estate Pvt. Ltd. 3. Mr. Ravindra Chamaria

PAN No.

AAFCA3397L

Bank A/c. No.

The Federal Bank Ltd. - 14000200005217

Registration/CIN No.

U40105WB2005PTC104409

Address of RoC

Registrar of Companies, West Bengal, “Nizam Palace”, 2nd MSO Building, 2nd Floor, 234/4, A.J.C. Bose Road, Kolkata 700 020.

Shareholding Pattern The shares of APFIPL are not listed on any stock exchanges. The current shareholding pattern of APFIPL is as follows: Sr. No. Name of the Shareholder No. of Equity Shares Percentage (%) of Issued

Equity Share Capital 1. Forum Retail & Entertainment Pvt. Ltd. 8,50,000 43.26% 2. Forum Real Estate Pvt. Ltd. 4,10,000 20.87% 3. Mr. Ravindra Chamaria 3,00,000 15.27% 4. Mr. Pulak Chamaria 1,50,000 7.63% 5. Ms. Sushma Chamaria 1,50,000 7.63% 6. Ms. Nupur Chamaria 1,05,000 5.34% Total 1,965,000 100.00%

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Board of Directors The current Board of Directors of APFIPL comprise of Mr. Ravindra Chamaria and Mr. Pulak Chamaria Financial Performance

(Rs. in million, except share data) Financial Year ended March 31 Particulars 2007 2006

Sales & Other Income 1.55 Nil Profit after tax 1.49 Nil Equity Share Capital 19.65 19.65 Reserves & Surplus (excluding revaluation reserve and deferred tax reserve)

1.49 Nil

Earning per share (Rs.) 0.76 Nil Book value per share (Rs.) 10.67 10.00 Net worth 20.96 19.43 APFIPL is an unlisted company and has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of SICA and is not under winding up. 2. Forum Real Estate Pvt. Ltd. (“FREPL”) FREPL was incorporated under the Companies Act on July 27, 2005 with the main object of, inter alia, carrying on business of constructing, creating, operating, developing, improving, altering, maintaining all types of infrastructural facilities including related facilities in township project such as road, ropeways, dams, highway projects, bridges, hotels, health and medicine, education, sports, amusement parks, township development. FREPL is yet to commence its business. The registered office of FREPL is located at Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091. Promoters

1. Forum Retail & Entertainment Pvt. Ltd. 2. Alternative Power & Fuel (India) Pvt. Ltd 3. Mr. Ravindra Chamaria

PAN No.

AAACF9135E

Bank A/c. No.

The Federal Bank Ltd. – 14000200005209

Registration No.

U45203WB2005PTC104410

Address of RoC Registrar of Companies, West Bengal, “Nizam Palace”, 2nd MSO Building, 2nd Floor, 234/4, A.J.C. Bose Road, Kolkata 700 020.

Shareholding Pattern The shares of FREPL are not listed on any stock exchanges. The current shareholding pattern of FREPL is as follows: Sr. No. Name of the Shareholder No. of Equity Shares Percentage of Issued

Equity Share Capital 1. Forum Retail & Entertainment Pvt. Ltd. 7,40,000 37.00% 2. Alternative Power & Fuel (India) Pvt. Ltd. 5,00,000 25.00% 3. Mr. Ravindra Chamaria 3,00,000 15.00% 4. Mr. Pulak Chamaria 1,90,000 9.50% 5. Ms. Sushma Chamaria 1,50,000 7.50% 6. Ms. Nupur Chamaria 1,20,000 6.00% Total 2,000,000 100.00%

Board of Directors The current Board of Directors of FREPL comprise of Mr. Ravindra Chamaria and Mr.Pulak Chamaria

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Financial Performance (Rs. in million, except share data)

Financial Year ended March 31 Particulars 2007 2006

Sales & Other Income 1.67 Nil Profit after tax 1.53 Nil Equity Share Capital 20.00 20.00 Reserves & Surplus (excluding revaluation reserve and deferred tax reserve)

1.53 Nil

Earning per share (Rs.) 0.77 Nil Book value per share (Rs.) 10.68 9.89 Net worth 21.36 19.78 FREPL is an unlisted company and has not made any public or rights issue in the preceding three years. It has not become a sick company within the meaning of SICA and is not under winding up. Interest of Promoters in our Company At present Alternative Power & Fuel (India) Pvt. Ltd holds 7,746,450 Equity Shares, Forum Real Estate Pvt. Ltd. holds 5,484,600 Equity Shares and Mr. Ravindra Chamaria holds 100,000 Equity Shares of our Company. Save and except as stated above and as stated in the section titled “Our Management” beginning on page 78 of this Draft Red Herring Prospectus, our Promoters have no other interest in our Company. Payment of benefits to our Promoters during the last two years Except as stated in the section titled “Financial Statements” beginning on page 99 of this Draft Red Herring Prospectus, there has been no payment of benefits to our Promoters during the last two years from the date of filing of this Draft Red Herring Prospectus. Confirmation We confirm that the details of the permanent account numbers, bank account numbers and passport numbers/CIN No. of our Promoters have been submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus with the Stock Exchanges. Common Pursuits Our Promoter Forum Real Estate Pvt. Ltd. & one of our Group Companies namely Forum Retail & Entertainment Pvt. Ltd., are entitled to undertake business activities which are similar to the activities of our Company under their Memorandum of Association. Although presently such companies and firms are not engaged in similar line of business activities which are directly competing with the business of our Company, however, in the event that such company undertake activities in future which compete with our business of the Company, there may be a potential conflict of interest, which may have certain implications on operations. Disassociation Our Promoters have not disassociated themselves from any companies/ firms during the preceding three years.

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GROUP COMPANIES 1. Arcee Finvest Limited (“AFL”) AFL was incorporated under the Companies Act on September 21, 2005 as Arcee Capital Market Ltd. Subsequently the name of the company was changed from Arcee Capital Market Ltd. to Arcee Finvest Ltd. vide fresh Certificate of Incorporation dated June 13, 2007. AFL is primarily engaged in the business of finance and investments. The registered office of AFL is located at 16A, Shakespeare Sarani, Kolkata-700071.

Shareholding Pattern The current shareholding of AFL is as follows:

Sr. No. Name of the shareholder No. of Equity Shares Percentage (%) of issued Equity Share Capital

1. Allien Mercantiles Pvt. Ltd. 1,000,000 48.78 2. Karanjai Developers Ltd. 500,000 24.40 3. K. K. Infradev Pvt. Ltd. 500,000 24.40 4. Mr. Pulak Chamaria 49,400 2.40 5. Ms. Sushma Chamaria 100 Negligible 6. Mr. Ravindra Chamaria 100 Negligible 7. Ms. Nupur Chamaria 100 Negligible 8. Ms. Pallavi Bajoria 100 Negligible 9. Mr. Piyush Bajoria 100 Negligible 10. Mr. Gouri Shankar Bajoria 100 Negligible

Total 2,050,000 100.00% Board of Directors The Board of Directors of AFL comprise of Mr. Ravindra Chamaria, Mr. Pulak Chamaria and Mr. Goutam Bose. Financial Performance The audited financial results of AFL for the last three financial years are as follows:

(Rs.in million, except share data) Financial Year ended March 31 Particulars

2007 2006 2005 Sales & other income 0 0 N.A. Profit after tax 0 0 N.A. Equity Share Capital 20.5 0.50 N.A. Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

0 0 N.A.

Earning per share (Rs.) NIL NIL N.A. Book value per share (Rs.) 9.86 5.15 N.A. Net worth 20.22 0.26 N.A. AFL is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 2. Forum Retail & Entertainment Private Limited (“FREPL”) FREPL was incorporated under the Companies Act on December 9, 2005. The registered office of FREPL is located at 16A, Shakespeare Sarani, Kolkata-700071. FREPL is primarily engaged in the business of operating and maintaining all types of infrastructural facilities of mall shopping centres, multiplexes, amusement parks, etc.

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Shareholding Pattern The current shareholding of FREPL is as follows:

Sr.No. Name of the shareholder No. of Equity Shares Percentage (%) of issued Equity Share Capital

1. Forum Real Estate Pvt. Ltd. 345,000 34.50 2. Alternative Power & Fuel (India) Pvt. Ltd. 345,000 34.50 3. Mr. Ravindra Chamaria 255,000 25.50 4. Mr. Pulak Chamaria 55,000 5.50 Total 1,000,000 100.00

Board of Directors

The Board of Directors of FREPL consists of Mr. Ravindra Chamaria and Mr. Pulak Chamaria Financial Performance

(Rs.in million, except share data) Financial Year ended 31st March Particulars

2007 2006 2005 Sales & other income 6.01 0 N.A. Profit after tax (0.04) 0 N.A. Equity Share Capital 10.00 10.00 N.A. Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

0 0 N.A.

Earning per share (Rs.) (0.04) NIL N.A. Book value per share (Rs.) 9.82 9.83 N.A. Net worth 9.82 9.83 N.A. FREPL is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 3. Vialle Alternate Fuel Systems Private Limited (“VAFSPL”)

VAFSPL was incorporated under the Companies Act on November 5, 1999. The registered office of VAFSPL is located at A-80, New Friends Colony, New Delhi 110 065. VAFSPL is primarily engaged in the business of alternate fuel systems for automobile and related industries. Shareholding Pattern

Sr.No. Name of the shareholder No. of Equity Shares Percentage (%) of issued Equity Share Capital

1. Alternative Power Fuel (India) Pvt. Ltd. 15,000,000 37.50 2. Mr. Pradip Kumar Rungta 9,940,000 24.85 3. Forum Real Estate Pvt. Ltd. 5,000,000 12.50 4. Praja Securities Ltd. 3,000,000 7.50 5. Mr. Rajesh Rungta 2,640,000 6.60 6. Ms. Uma Rungta 1,270,000 3.17 7. Mr. Pradat Rungta 1,150,000 2.87 8. Praja Mechanicals Pvt. Ltd. 1,150,000 2.87 9. Mr. Prem Rungta 500,000 1.25 10. J N Rungta & Sons HUF 350,000 0.88 11. Mr. Sunand Sharma 1,000 0.01

Total 40,001,000 100.00

Board of Directors The Board of Directors of VAFSPL comprise of Mr. Pradip Rungta and Mr. J.N. Rungta

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Financial Performance (Rs.in million, except share data)

Financial Year ended March 31 Particulars 2007 2006 2005

Sales & other income 490.14 290.20 142.10 Profit after tax 4.60 5.50 6.00 Equity Share Capital 40.00 36.00 32.00 Reserves and Surplus (excluding revaluation reserve and deferred tax reserve)

3.54 0.00 0.00

Earning per share (Rs.) 1.26 1.71 1.88 Book value per share (Rs.) 11.14 9.92 7.74 Net worth 43.49 35.70 24.80 VAFSPL is an unlisted company and it has not made any public or right issue in the preceding three years. It has not become a sick company under the meaning of SICA and it is not under winding up. 4. Aarcee Holdings Pte Ltd (“AHPL”) AHPL was incorporated in Singapore on December 22, 1994. The registered office of AHPL is located at 17, Phillip Street, #05-01 Grand Building, Singapore – 048695. AHPL is primarily an investment holding company and general importers and exporters. However, the company has ceased all its trading activities.

Shareholding Pattern The current shareholding of AHPL is as follows:

Sr. No. Name of the shareholder No. of Equity Shares Percentage (%) of issued Equity Share Capital

1. Ms. Sushma Chamaria 40,000 40.00 2. Mr. Ravindra Chamaria 15,000 15.00 3. Mr. Pulak Chamaria 15,000 15.00 4. Ms. Priyanka Agarwal 15,000 15.00 5. Mr. Inder Raj Vig 15,000 15.00 Total 100,000 100.00

Board of Directors The Board of Directors of AHPL comprise of Mr. Ravindra Chamaria, Ms. Sushma Chamaria and Mr. Wong-Leong Hiong Jee Financial Performance

(Rs. in Million, except share data) Particulars Year ended 31st December 2006 2005 2004 Sales 0.00 0.00 0.00 Other Income 0.00 0.00 0.00 Profit after tax (0.00) (0.00) (0.00) Equity Share Capital 2.88 2.88 2.88 Reserves & Surplus (2.82) (2.82) (2.82) Earning Per Share (EPS) 0.00 0.00 0.00 Book value per share 0.00 0.00 0.00 Net Worth 0.05 0.05 0.05 AHPL is an unlisted company and it has not made any public or right issue in the preceding three years. Agio Packaging Ukraine Pte Ltd (“APUPL”) APUPL was incorporated in Singapore on August 16, 1994. The registered office of APUPL is located at 22, Malacca Street, #08-02, Royal Brothers Building, Singapore – 048980. APUPL is primarily engaged in international trade. However, the company has not commenced any trading activity.

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Shareholding Pattern The current shareholding of APUPL is as follows:

Sr. No. Name of the shareholder No. of Equity Shares Percentage (%) of issued Equity Share Capital

1. Mr. Ravindra Chamaria 1 50.00 2. Mr. Tejinder Raj Singh Sayall 1 50.00 Total 2 100.00%

Board of Directors The Board of Directors of APUPL comprise of Mr. Ravindra Chamaria and Mr. Manish Chamaria. Financial Performance

(Rs. in Million, except share data) Particulars Year ended 31st December 2006 2005 2004 Sales 0.00 0.00 0.00 Other Income 0.00 0.00 0.00 Profit after tax (0.02) (0.02) (0.02) Equity Share Capital 0.00 0.00 0.00 Reserves & Surplus (0.78) (0.78) (0.76) Earning Per Share (0.01) (0.01) (0.01) Book value per share (0.39) (0.39) (0.38) Net worth (0.78) (0.78) (0.76) APUPL is an unlisted company and it has not made any public or right issue in the preceding three years. Pharmco Pte Ltd (“PPL”) PPL was incorporated in Singapore on August 08, 1991. The registered office of PPL is located at17, Phillip Street, #05-01 Grand Building, Singapore – 048695. PPL is primarily engaged in the business of import- export, manufacturing and trading in all kinds of health and nutritional products, perfumes, toiletries, pharmaceutical products, medical equipments, surgical instruments and other related products. However, the company has ceased its business activities during 2001.

Shareholding Pattern The current shareholding of PPL is as follows:

Sr.No. Name of the shareholder No. of Equity Shares Percentage of issued Equity Share Capital

1. Mr. Ravindra Chamaria 50,000 50.00 2. Mr. Tejinder Raj Singh Sayall 50,000 50.00 Total 100,000 100.00

Board of Directors The Board of Directors of PPL comprise of Mr. Ravindra Chamaria, Mr. Manish Chamaria and Mr. Clifford E. Germain Financial Performance

(Rs. in Million, except share data) Year ended 31st December Particulars

2006 2005 2004 Sales 0.00 0.00 0.00 Other Income 0.00 0.00 0.00 Profit after tax 0.00 0.00 0.00 Equity Share Capital 2.88 2.88 2.88 Reserves & Surplus (2.88) (2.88) (2.88) Earnings Per Share 0.00 0.00 0.00 Book value per share (Rs.) 0.00 0.00 0.00 Net worth 0.00 0.00 0.00 PPL is an unlisted company and it has not made any public or right issue in the preceding three years.

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Medi-Suisse Pte Ltd (“MSPL”) MSPL was incorporated in Singapore on January 23, 1991. The registered office of MSPL is located at 151, Chin Swee Road, # 11-01, Manhattan House, Singapore – 169876. MSPL is primarily engaged in the business of distributing surgical instruments and prostheses. However, the company has ceased its business activities.

Shareholding Pattern The current shareholding of MSPL is as follows: Sr. No. Name of the shareholder No. of Equity Shares Percentage of issued Equity

Share Capital 1. Mr. Ravindra Chamaria 66,667 33.33 2. Mr. Tejinder Raj Sayall 66,667 33.33 3. Mr. Jacob Hohermuth 66,666 33.33 Total 200,000 100.00

Board of Directors The Board of Directors of MSPL comprise of Mr. Ravindra Chamaria and Mr. Jacob Hohermuth Financial Performance

(Rs. in Million, except share data) Year ended 31st December Particulars

2006 2005 2004 Sales 0.00 0.00 0.00 Other Income 0.00 0.00 0.00 Profit after tax 0.00 0.00 0.00 Equity Share Capital 5.75 5.75 5.75 Reserves & Surplus (8.81) (8.81) (8.81) Earnings Per Shares 0.00 0.00 0.00 Book value per share (0.00) (0.00) (0.00) Net worth 0.00 0.00 0.00 MSPL is an unlisted company and it has not made any public or right issue in the preceding three years.

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RELATED PARTY TRANSACTIONS For further details on related party transactions, see the section titled “Financial Statements” on page 99 of this Draft Red Herring Prospectus

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DIVIDEND POLICY The declaration and payment of dividends will be recommended by our Board of Directors and approved by our shareholders, at their discretion, and will depend on a number of factors, including but not limited to our profits, capital requirements and overall financial condition. The Board may also from time to time pay interim dividends. All dividend payments will be made in cash to the shareholders of our Company. However, this is not necessarily indicative of our dividend amounts, if any, or our dividend policy, in the future. Particulars 2007 2006 2005 2004 2003 No. of Equity shares of Rs.10 each (in million)

20 20 18.66 18.66 13.34

Rate of Dividend (%)

4 2 - - -

Total Dividend Paid (Rs. in million)

8 million 4 million - - -

Dividend Tax paid (Rs. in million)

1.36 million

0.56 million - - -

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SECTION V - FINANCIAL STATEMENTS

AUDITORS’ REPORT UNCONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AND PROFITS AND LOSSES, AS RESTATED, FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND FOR THE FIVE YEARS ENDED MARCH 31, 2007, 2006, 2005, 2004 AND 2003

To The Board of Directors Infinity Infotech Parks Limited Infinity, Plot- A3, Block-GP Sector-V, Salt Lake Electronics Complex Kolkata-700091 Reg. Initial Public Offer of Infinity Infotech Parks Limited– Auditors’ Report as required by Part II of Schedule II of the Companies Act, 1956 Dear Sirs, We have examined the Financial Information of Infinity Infotech Parks Limited (‘the Company’), which have been extracted from the financial statements audited by us, M/s R.Kothari & Company for the years ended March 31, 2003, 2004, 2005, 2006, 2007 and period ended 30-06-2007 adopted by Board of Directors/ Members of the Company as attached to this report, stamped by us for identification, which has been prepared in accordance with –

• Paragraph B (1) of Part – II of Schedule II of the Companies Act, 1956, of India (‘the Act’) and amendments thereof;

• Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (‘the Guidelines’) issued by the Securities and Exchange Board of India (SEBI) on January 19, 2000 and the amendments from time to time thereto, to the extent applicable;

• The terms of reference dated 21st February, 2007 requesting us to carry out the assignment in connection with the Draft Red Herring Prospectus being issued by the Company for the initial public offering of Equity Shares.

A. Financial Information of: We have examined the attached restated Summary of Assets and Liabilities (Annexure I) of the Company as at March 31,2003, 2004, 2005, 2006 , 2007 and period ended 30-06-2007, the related Summary of Profit and Loss Account (Annexure II) for each of the years ended March 31,2003, 2004, 2005, 2006 ,2007 and period ended 30-06-2007 and the Cash Flow Statement (Annexure III) for the years ended March 31,2004, 2005, 2006, 2007 and period ended 30-06-2007, together referred to as ‘Summary Statements’ and Notes to Summary Statements as set out in Annexure V. The Summary Statements for the years ended March 31,2003, 2004, 2005, 2006, 2007 and period ended June 30, 2007 have been extracted from the financial statements audited by us for the years ended March 31,2003, 2004, 2005 , 2006, 2007 and period ended 30-06-2007. These Summary Statements have been approved by the Board of Directors. Based on our examination of these Summary Statements we confirm that:

a. The Summary Statements of the Company have been restated with retrospective effect to reflect the significant accounting policies (as disclosed in Annexure V to this report) as adopted by the Company.

b. There are no adjustments in the auditors’ reports relating to relevant previous years, which need to be made in the Summary Statements.

c. There are no Qualification in the Auditors’ Report, which require any adjustment to the Summary statements:

The re-stated financial statements do not take into account or make any adjustments for the events subsequent to audit report dated June 28, 2007, June 30, 2005, June 14, 2004, June 19, 2003, on the financial statement for the financial years ended March 31, 2006, 2005, 2004, and 2003 respectively.

B. Dividends: We confirm that the Company has not paid dividend for the financial year ended March 31, 2002, 2003, 2004 and 2005, except for the year ending 31st March, 2006 & 31st March, 2007, where the company has declared 2% & 4 % Dividend respectively.

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C. Other Financial Information: We have examined the following financial information relating to the Company, proposed to be included in the Draft Red Herring Prospectus, as approved by the Board of Directors of the Company and attached to this report:

i. Summary of accounting ratios based on the adjusted profits relating to earnings per share, net asset value, operating margin, return on net worth and return on capital employed, enclosed as Annexure VI.

ii. Capitalization Statement as at June 30, 2007 of the Company, enclosed as Annexure VII iii. Tax Shelter Statement, enclosed as Annexure VIII. iv. Statement of Secured and Unsecured Loans and assets charged as securities, enclosed as Annexure IX. v. Statement of Related Party Transactions, enclosed as Annexure X. vi. Details of Sundry Debtors, enclosed as Annexure XI. vii. Statement of Loans & Advances, enclosed as Annexure XII. viii. Details of Investments, enclosed as Annexure XIII. ix. Statement of Current Liabilities, enclosed as Annexure XIV. x. Statement of Share Capital, enclosed as Annexure XV. xi. Statement of Reserve & Surplus, enclosed as Annexure XVI. xii. Details of Other Income, enclosed as Annexure XVII. xiii. Details of Administrative Expenses, enclosed as Annexure XVIII. xiv. Details of Employment Cost, enclosed as Annexure XIX. xv. Details of Rates of Dividend, enclosed as Annexure XX. xvi. Detail of Fixed Assets, enclosed as Annexure XXI.

In our opinion, the financial information of the Company as mentioned in paragraphs A. to C. above, read with the significant accounting policies after making regrouping/ adjustments, have been prepared in accordance with Part II of Schedule II of the Act and the Guidelines issued by SEBI. This report is intended solely for your information and for inclusion in the Draft Red Herring Prospectus being issued by the Company for initial public offering of Equity and is not to be used, referred to or distributed for any other purpose without our prior written consent. Yours faithfully, For R.Kothari & Co. Chartered Accountants (Sanjeeb Agarwal) Partner M. No. 56400 Dated: November 28, 2007 Place: Kolkata

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ANNEXURE-I

RESTATED SUMMARY STATEMENT OF ASSETS & LIABILITIES S RESTATED

The assets and liabilities of the company as at the end of each financial year ended on 31st March, 2002, 2003, 2004, 2005 and 2006 & 2007 and for the period ended 30.06.2007 are as set out below. The assets and liabilities read with significant accounting policies and notes annexed hereto have been arrived at after making such regroupings as are considered appropriate.

(Rs. in Millions)

Particulars As at

30.06.2007 As at

31.03.07 As at

31.03.2006 As at

31.03.2005 As at

31.03.2004 As at

31.03.2003

Fixed Assets:

Gross Block 580.92 580.38 583.78 437.60 299.97 253.36

Less: Depreciation 57.43 53.79 39.49 29.32 20.82 14.23 Net Block 523.49 526.59 544.29 408.28 279.15 239.13

Net Block 523.49 526.59 544.29 408.28 279.15 239.13

Capital work-in progress 505.02 407.33 77.47 167.65 207.70 133.01

Total Fixed Assets (A) 1028.51 933.92 621.76 575.93 486.84 372.14 Investments (B) 137.90 115.40 107.05 - - - Current Assets, loans and Advances:

Sundry Debtors 8.51 7.82 6.44 4.63 7.27 10.38 Fixed Deposits pledged with bank 7.11 7.11 5.36 3.15 - 1.63

Cash & Bank Balances 18.48 8.94 6.33 28.51 0.37 0.40

Loans and Advances 119.77 146.41 80.14 73.27 16.49 6.85 Total (C) 153.87 170.28 98.27 109.56 24.13 19.26

Liabilities and Provisions:

Secured Loans 801.30 704.14 437.41 408.47 281.25 236.08

Unsecured Loans 5.00 5.00 - - - - Current Liabilities and Provisions 133.48 133.47 31.39 22.25 13.46 8.50

Other Term Liabilities 162.73 162.28 148.02 64.45 29.62 18.28

Total (D) 1102.51 1004.89 616.82 495.17 324.33 262.86

Net worth (A+B+C-D) 217.77 214.71 210.26 190.32 186.64 128.52

Net worth represented by

Share Capital (A) 200.00 200.00 200.00 186.56 186.56 133.41

Reserves & Surplus (B) 22.04 18.55 10.26 3.76 0.08 -

Share Application (C) - - - - - 2.40 Miscellaneous Expenditure (To the extent not written off or adjusted)(D) 4.27 3.84 - - - 7.29

Net worth (A+B+C-D) 217.77 214.71 210.26 190.32 186.64 128.52

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ANNEXURE-II

SUMMARY STATEMENT OF PROFITS & LOSSES AS RESTATED

We report that the profits/(Loss) of the company for the financial year ended on 31st March 2003,2004,2005, 2006, 2007 and period ended 30-06-2007 are as set out below. The Profit and Loss Account read with significant accounting policies and notes annexed hereto have been arrived at after charging all expenses of manufacture, working and management including depreciation and after making such adjustments and regroupings as are considered appropriate.

(Rs. in Millions)

Period Ended

For the year ended

PARTICULARS

30.06.2007

31.03.2007 31.03.2006 31.03.2005 31.03.2004 31.03.2003

Income

Operating Income 22.74 88.40 81.41 43.93 27.94 22.22 Maintenance Charges 4.11 15.56 12.45 8.33 6.32 6.40

Other Income 0.10 3.11 0.29 1.75 4.61 0.73

Adjustment related to earlier year - 8.40 TOTAL INCOME 26.95 107.07 94.15 54.01 38.87 37.75

Expenditure

Employment Cost 2.44 6.86 5.74 3.80 1.74 2.95 Administrative & General Expenses 6.01 26.12 23.56 16.04 8.77 10.12

TOTAL EXPENDITURE 8.45 32.98 29.30 19.84 10.51 13.07 Profit before Interest, Depreciation ,Tax & Prior period items 18.50 74.09 64.85 34.17 28.36 24.68

Interest 11.28 39.20 39.55 21.57 13.12 18.11 Depreciation 3.63 14.45 12.88 8.50 7.25 6.20 Profit/(Loss) before Tax & Prior period items 3.60 20.44 12.42 4.10 7.99 0.37 Provision for Taxation - 2.30 1.06 0.35 0.62 0.04 Income Tax for earlier year - 0.07 Provision for Deferred Tax - Provision for Fringe Benefit Tax 0.10 0.49 0.30 Net Profit/(Loss) after Tax as per audited Balance Sheet(A) 3.50 17.65 11.06 3.68 7.37 0.33 Adjustment on account of change in Accounting Policy (B) (8.40)

Adjusted Profit & Loss(A-B) 3.50 17.65 11.06 3.68 7.37 (8.07) Carry forward Profit/(Loss) from previous Year 9.54 6.26 3.76 0.08 (7.29) 0.78 Amount Available for appropriation 13.04 23.91 14.82 3.76 0.08 (7.29) Appropriations:

Proposed Dividend - 8.00 4.00

Corporate Dividend Tax - 1.36 0.56

Transfer to General Reserve - 5.00 4.00 Profit/(Loss) carried to Balance Sheet 13.04

9.55 6.26

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ANNEXURE-III

CASH FLOW STATEMENT FROM THE RESTATED FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 31, 2004, 2005, 2006, 2007 & PERIOD ENDED JUNE 30, 2007.

(Rs. in Millions)

Particulars 30.06.2007

31.03.2007 31.03.2006 31.03.2005 31.03.2004

A. Cash Flows from Operating Activities

Net Profit before Tax 3.60 20.43 12.42 4.10 7.99 Adjustments for:

Depreciation 3.63 14.30 10.17 8.50 6.59

Reversal for diminution in value of current investments

Amount written off - (0.06) (0.01) (0.01) (0.16)

Operating Profit before Working Capital Changes 7.23 34.67 22.58 12.59 14.42

Adjustments for:

Sundry Debtors/ Receivables (0.69) (1.38) (1.81) 2.64 3.11

Loans & Advances 26.80 (63.94) (3.35) (56.72) (9.64) Trade/ other Payables - 90.42 3.50 9.06 4.37 Other Current Assets (0.43) (3.84)

Cash Generated from Operating activity 32.91 55.93 20.92 (32.43) 12.26

Direct Taxes & Fringe Benefit Taxes Paid (0.27) (2.81) (3.81) (0.75) (0.03)

Net Cash from Operating Activities 32.64 53.12 17.11 -33.18 12.23

B. Cash Flows from Investing Activities

Purchase of Fixed Assets & Capital Work –in –progress

(98.21) (326.46) (56.01) (97.59) (121.30)

Investment in Subsidiaries & Joint ventures (22.50) (8.35) -

Purchase of Other Investments - (1.75) (107.05)

Short Term Deposits/ Secured Loans - 0.05 (2.21) (3.15) 1.63

Other Activities - 0.01 0.01 0.16

Net Cash used in Investing Activities (120.71) (336.51) (165.26) (100.74) (119.51)

C. Cash Flows from Financing Activities

Proceeds from Issued Capital (Including Premium) - 13.44 50.75

Increase in Bank Borrowings 97.16 266.72 28.95 127.22 45.17

Increase in other Borrowings 0.45 19.27 83.56 34.84 11.34

Net Cash generated from Financing Activities 97.61 285.99 125.95 162.06 107.26

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C)

9.54 2.61 (22.20) 28.14 (0.02)

Cash and Cash Equivalents at the beginning of period

8.94 6.33 28.51 0.37 0.40

Cash and Cash Equivalents at the end of period 18.48 8.94 6.31 28.51 0.38

Notes: 1. The above Cash Flow has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on

Cash Flow Statement issued by Institute of Chartered Accountants of India.

2. The Accounting Standard on cash flow Statement issued by the Institute of Chartered Accountants of India was not applicable for the years ended March 31,2002, 2003, & 2004.

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ANNEXURE- IV SUMMARY OF ADJUSTMENT ON ACCOUNT OF CHANGES IN ACCOUNTING POLICIES, PRIOR PERIOD ITEMS AND MATERIAL ITEMS. Impact of changes in accounting Policies/Prior period items.

(Rs.in Millions)

Particulars As at

30.06.2007 As at

31.03.2007 As at

31.03.2006 As at

31.03.2005 As at

31.03.2004 As at

31.03.2003 Profit/(Loss) as per audited Statements of Accounts (A)

3.50 17.65 11.06 3.68 7.37 0.33

Impact on Changes in Accounting Policies.

Change in Method of Depreciation (From WDV to SLM )

(8.40)

Total (B) (8.40)

Adjusted Profit/(Loss) (C)=(A+B)

3.50 17.65 11.06 3.68 7.37 (8.07)

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ANEXURE-V

SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS A. SIGNIFICANT ACCOUNTING POLICIES I. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

a. The financial statements have been prepared under historical cost accounting, in accordance with the generally accepted accounting principles and provisions of the Companies Act, 1956.

b. The Books of Accounts are maintained on accrual concept, unless stated otherwise. c. Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles.

II. FIXED ASSETS:

Fixed Assets have been stated at cost. Interest on borrowings for acquisition of fixed assets and revenue expenses incurred at Project sites are capitalized as part of asset cost in so far as such interest and expenses relates to the period prior to the completion of the Project.

III. DEPRECIATION AND AMORTISATION:

a) Depreciation has been provided on prorata basis on Straight Line Method as per the rates prescribed under Schedule XIV of the Companies Act, 1956.

b) Pro-rata amortization has not been made for leasehold land.

IV. BORROWING COST:

Borrowing cost attributable to the construction of qualifying assets as defined in Accounting Standard-16 on borrowing cost, are capitalized as part of the cost of construction. Other borrowing costs are expensed as incurred. Interest relating to earlier years assessed upon account confirmation and reconciliation with the institutions/banks is being treated and expensed out in the year of such assessment. Allocation of interest to Capital and Revenue is based upon accounting practices followed with refinement thereof based upon evaluation, management perception and assessment in the particular context.

V. RETIREMENT BENEFITS a) Contribution to Provident Fund/ Pension scheme is accounted for on accrual basis and charged to Profit &

Loss Account for the year. b) Gratuity Liability is accounted on the basis of actuarial valuation obtained and debited to the Profit & Loss

Account.

c) Provision for Leave Entitlement is accrued and provided on the basis of balance leave at the close of the year.

VI. REVENUE RECOGNITION

Revenues are recognized and expenses are considered on their accrual net of rebates, remissions etc., if any, with necessary provision for all known liabilities and losses. Due Diligence expenses for business development is charged out as an expense through the natural heads of Accounts in the year in which incurred. Operating Income includes Lease Rent, Car Parking Fees, and Demand Assurance Charges etc. Expenditure which results in the creation of capital assets is taken as Pre-operative, C.W.I.P. or Fixed Assets, as the case may be.

VII. MISCELLANEOUS EXPENDITURE

Preliminary expenses are being proportionately written off over a period of ten years.

- 106 -

VIII. FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are accounted for at exchange rates prevalent on the transaction date.

IX. IMPAIRMENT OF ASSETS

Impairment losses, if any, are recognised in accordance with the Accounting Standard issued by the ICAI and charged to Profit & Loss A/c.

X. INVESTMENTS

Long term Investments are stated as cost.

XI. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

B. NOTES ON ACCOUNTS

1. Contingent Liabilities not provided for in respect of :

(i) Letter of Credit given by the Company’s Banker to West Bengal State Electricity Board for Rs. 7.36 million (Previous Year Rs. 7.36 million) and keeping margin money of 7.36 million (Previous year 7.36 million).

(ii) Letter of Credit given by the Company’s Banker to ETA Melco Elevator Co. LLC, Dubai (U.A.E) for US$ 0.51

millions (Eqv.in Rs.22.36 millions) (Previous Year for Rs. US$ 0.51 milions (Eqv.in Rs.22.36 million).

(iii) Bank Guarantee given by the Company’s Banker to Commercial Tax Officer for Rs. 1.27 million (Previous Year Rs. 1.27 million) and keeping margin money of Rs.0.40 millions (Previous year Rs.0.40 millions).

(iv) Estimated amount of contracts remaining to be executed on capital account (net of advances) as on 30.06.2007

Rs. 305.75 millions (Previous Year Rs. 296.79 million). (v) Partly Paid-up 7% Non-Cumulative Redeemable Preference shares of Rs.100/- (Rs.5/- each paid-up) Rs.33.25

millions (Previous year Rs. 33.25millions)

2. Additional information as required in Part II of Schedule VI of the Companies Act, 1956. 30.06.2007 31.03.2007

Rs.in Millions Rs. in Millions a) Expenditure in Foreign Currency: i) Travelling Expenses 0.09 0.17 ii) Others NIL 0.26 b) Managerial Remuneration:

i) Salary and Allowances 0.91 2.73 ii) Perquisites valued as per Income Tax Act, 1961 0.37 0.21 iii) Contribution to Provident & other Fund 0.06 0.20 (The Chairman & Managing Director and Executive Director are covered under the Company’s gratuity scheme with Life Insurance Corporation of India along with other employees of the Company. The Gratuity liability is determined for all employees by actuarial valuation. The specific amount of gratuity for CMD & ED can not be ascertained separately and accordingly the same has not been included in the above).

- 107 -

30.06.2007 31.03.2007 Rs.in Millions Rs. In Millions

c) Auditors’ Remuneration:

1. Audit Fees 0.05 0.18 2. Tax Audit Fees NIL 0.04 3. Other Services 0.07 0.08 4. Out of Pocket Expenses NIL 0.02

(including Service Tax) d) Since the Company is engaged in the activities of Infrastructure and development of projects, the requirements of

Para 4C of Part II of Schedule VI to the Companies Act, 1956 are not practicably applicable to the Company.

3. Capital Work-in-progress pending allocation for ongoing projects of the Company and amounting to Rs. 525.79 millions (Previous year Rs.407.33 millions) includes advances and pre-operative expenses. It includes finance charges allocated during the year Rs. 10.87 millions (Previous year Rs. 21.70 millions)

4. The Company has entered into development agreement with the Sub-lease right holder of land at Salt Lake, Sector

V, Kolkata, whereby the Company will incur all the developmental cost as envisaged in the said agreement and in consideration thereof shall be entitled to the 80% of total built-up area as well as 90% of total parking area with a right to control the management and maintenance of the project commercially. The capital commitment of the Company in the project remains unascertained.

5. The Company has entered into development agreement with Godrej Properties Ltd. / Godrej Waterside Properties

Pvt. Ltd. for the 5.5978 Acres of lease hold land at Plot DP-5, Salt Lake Electronics Complex, Sector-V, Kolkata, whereby the developer will incur all the developmental cost as envisaged in the said agreement and upon completion of construction the company shall be entitled to the 39% of total built-up area as well as parking area.

6. As per agreements with the occupiers and leaseholders, municipal taxes are to be borne by them, unless agreed

otherwise. 7. Incomes have been shown at Gross. (TDS - Rs.0.16 millions, Previous year Rs. 0.81 millions).

8. Balance standing to the debit and credit of the parties are subject to their confirmation.

9. Sundry Creditors do not include any amount due to any Small Scale Industrial Undertakings.

10. Earnings Per Share (EPS) 30-06-2007 2006-2007

Profit After tax considered for calculating EPS (in Millions) 3.50 17.64

Weighted average number of Ordinary Shares 20,000,000 20,000,000 of Rs. 10/- each

Earnings Per Share (Basic and Diluted) Re. 0.17 Re. 0.88 Annualized Earnings Per Share (Basic and Diluted) Re. 0.68 Re. 0.88

11. Deferred Tax has not been recognized as required under Accounting Standard-22 issued by ICAI due to prudence and

in view of the tax holiday enjoyed by the Company, being Industrial Park, in terms of Section 80 (IA) of the Income Tax Act, 1961.

12. The Company is engaged in single segment of activity namely infrastructure development projects and maintenance

thereof. Therefore, no separate reportable segmental disclosure is given as per the requirement of Accounting Standard – 17 issued by the ICAI.

13. In the opinion of the Management, there is no impairment of the assets to which Accounting Standard – 28 applies

requiring any revenue recognition.

- 108 -

14. Related Party Disclosures: 1. Relations

A. Enterprises where control exists: - (i) Subsidiary Company : Infinity BPO Services Pvt. Ltd. : Infinity Townships Pvt. Ltd.

(ii) Others : Geeta Intelligent Properties India Pvt. Ltd.

: Kolkata IT SEZ Pvt. Ltd. : Infinity BNKe Infocity Pvt.Ltd. : Kolkata Knowledge City Pvt.Ltd.

B. Other related parties with whom the Company had transactions etc.:- (i) Joint Ventures : Godrej Properties Ltd. / Godrej Waterside Properties Pvt. Ltd.

: BNKe.Solutions Pvt. Ltd. : Magnacon Electricals India Ltd.

(ii) Associates : Alternate Power & Fuel (India) Pvt. Ltd. : Forum Real Estate Pvt. Ltd. : Kolkata IT Park Pvt. Ltd. : Forum Retail & Entertainment Pvt. Ltd. : Aarcee Capital Market Ltd. (iii) Key Management Personnel : Mr. Ravindra Chamaria, Chairman & M.D. : Mr. Pulak Chamaria, Executive Director

(iv) Relatives of key management : Mrs. S. Chamaria personnel and their enterprises Mrs. N. Chamaria

where transactions have taken place Note: Related party relationship is as identified by the Company and relied upon by the Auditors.

2. Transactions carried out with related parties referred in 1 above, in ordinary course of business : (Rs. in Millions)

Related Parties

Nature of Transactions

Referred in 1(A)(i) above

Referred in

1(A)(ii) above

Referred in

1(B)(i) above

Referred in

1(B)(ii) above

Referred in

1(B)(iii) above

Referred in

1(B)(iv) above

Income and other

charges

1.24

Remuneration 0.90

Other receipts

Advances Given 0.6 13.95 0.05

Advances

Refund/Debtors

Realized

0.90 2.42

Investments

Commitments given Refer note

no.4 & 5

Others 0.73

15. Additional Information pursuant to Part IV of the Schedule VI of the Companies Act, 1956 is as per annexure. 16. Figures for the previous year have been regrouped and / or rearranged, wherever necessary.

- 109 -

ANNEXURE-VI RESTATED SUMMARY OF ACCOUNTING RATIOS

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

Earnings per share

Basic (Re.) 0.17 0.88 0.56 0.20 0.44 (0.66)

Diluted (Re.) 0.17 0.88 0.56 0.20 0.44 (0.66)

Net Asset Value per share (Rs.) 10.89 10.74 10.69 10.20 11.13 10.54

Return on Networth (%) 1.61 8.22 5.26 1.93 3.95 (6.28)

Weighted average no. of equity shares 20,000,000 20,000,000 1,96,68,664 1,86,56,250 1,67,65,030 1,21,95,867

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

Earnings per share

Basic (Re.) 0.17 0.88 0.56 0.20 0.44 (0.66)

Diluted (Re.) 0.17 0.88 0.56 0.20 0.44 (0.66)

Net Asset Value per share (Rs.) 10.89 10.74 10.69 10.20 11.13 10.54

Return on Networth (%) 1.61 8.22 5.26 1.93 3.95 (6.28)

Weighted average no. of equity shares 20,000,000 20,000,000 1,96,68,664 1,86,56,250 1,67,65,030 1,21,95,867 Notes: 1. The ratios have been computed as below

(i) Earnings per share = Adjusted profit after tax________________________________ Restated weighted average no. of equity shares outstanding during the year (ii) Net Asset Value per share = _______________ Networth______________________________________ Restated weighted average no. of equity shares outstanding during the year (iii) Return on Networth = Adjusted profit after tax Networth

- 110 -

ANNEXURE-VII

RESTATED SUMMARY OF CAPITALISATION STATEMENT (Rs. In Millions)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03Post

Issue*

Debt

Short term debt 5.00

5.00

- - - -

Long term debt 801.30 704.14 437.41 408.47 281.25 236.08

Total debts 806.30 709.14 437.41 408.47 281.25 236.08

Shareholders funds:

Share capital 200.00 200.00 200.00 186.56 186.56 133.41

Reserves & Surplus 22.04 18.55 10.26 3.76 0.08 -

Share Application Money(Pending allotment) -

- - - - 2.40

Miscellaneous Expenditure 4.27 3.84 - - - (7.29)

Total Shareholders funds 217.77 214.71 210.26 190.32 186.64 128.52

Long Term Debt / Equity 3.70 3.28 2.08 2.15 1.51 1.84

* To be filled upon after the completion of Book building process.

- 111 -

ANNEXURE- VIII

RESTATED SUMMARY OF TAX SHELTER STATEMENT

(Rs.in Millions)

PARTICULARS 30.06.2007*

31.03.2007 31.03.2006 31.03.2005 31.03.2004 31.03.2003 Profit before tax ,as restated 20.44 12.42 4.10 7.99 -8.04

Tax Rate (in %) 33.66% 33.66% 36.59% 35.88% 36.75%

Tax as per actual rate on profits 13.49 4.18 1.50 2.87 -2.95

Adjustments

Permanent Differences

Profit/Loss on Sale of Assets - 0.63 (1.50) - -

Total Permanent Differences(A) - 0.63 (1.50) - -

Timing Differences Difference between Tax Depreciation & Book Depreciation

(27.31) (29.93) (26.43) (20.08) (21.04)

Leave Encashment u/s.43B (0.21) (0.01) - - -

Leave Salary u/s.43B 2.58 0.24 0.02 - -

Interest/Property Tax u/s.43B - (2.26) (0.04) 0.01 (5.80)

Unpaid Gratuity u/s.40A(7) - - 0.18 (0.05) 0.09

Total Timing Differences (B) (24.94) (31.96) (26.26) (20.12) (26.74)

Net adjustment (C) = (A) + (B) (24.94) (31.33) (27.76) (20.12) (26.74)

Tax (Savings)/ Expense thereon (D) (8.39) (10.54) (10.16) (7.22) (9.83)

Tax as per Return of Income 2.24 1.02 0.32 0.61 0.03

Tax Provision as per Books of accounts 2.30 1.05 0.35 0.62 0.03 * Provision to Tax will be made at the end of the financial year

- 112 -

ANNEXURE-IX

RESTATED SUMMARY OF SECURED LOANS (Rs. In Millions)

Particulars 30.06.07 31.03.07 31.03.06 31.03.05 31.03.04 31.03.03

(A) Secured Loans (i) Industrial Development Bank of India Ltd - - - 170.52 183.46 210.40 (ii) West Bengal Electronics Industry Development Corporation Ltd - - - - - 17.10 (ii) Vijaya Bank 254.36 259.98 225.61 206.90 94.41 - (iii) Housing Development Finance Corporation Ltd 154.30 155.59 162.39 25.00 - - iv) Interest Accrued and Due

- 2.75 0.39 5.23 2.27 8.28 v) Allahabad Bank 390.39 283.23 47.92 - - - vi) Magma Leasing Ltd 1.71 1.93 - - - - (v) ICICI Bank 0.54 0.66 1.10 0.82 1.12 0.30 Total 801.30 704.14 437.41 408.47 281.25 236.08

- 113 -

PRINCIPAL TERMS OF SECURED LOANS AS ON June 30, 2007 (Rs.in Million)

Sl.No

Particulars Rate of Interest

Outstanding as on

June 30, 2007

Repayment terms Security

1 Vijaya Bank 10.25% 254.36 Payable in varied monthly installments

Secured by securitization of future rental on the diverse floors of Tower-I & Tower-II of Infinity Building at Plot –A3,Block GP,Sector-V,Saltlake,Kolkata-700091 admeasuring about 1,14,635.27 sq.ft. including equitable mortgage thereon on first charge basis along with personal guarantee of Chairman & Managing Director of the Company.

2 HDFC Ltd 10.25%- 11.00%

154.30 Payable in varied monthly installments

Secured by securitization of future rental on the properties of Tower-II of Infinity Building admeasuring about 58,758 sq.ft.on diverse floors including equitable mortgage thereon together with undivided proportionate share of land being plot A3,Block-GP,Sector V, Salt Lake,Kolkata-700091 on first charge basis.

3 Allahabad Bank 12.00% 390.39 Payable in 84 monthly installments starting from January,2007

Secured by first charge on all immovable properties of the Company being leasehold land admeasuring 1.006 acres situated at plot G-1, Sector V, Salt lake, Kolkata-700091 with personal guarantee of Chairman & Managing Director of the Company.

4 Magma Leasing Ltd 5.25% flat

1.71 Payable in monthly installments till 15th March,2009

Secured against the hypothecation of Cars financed.

5 ICICI Bank 2.95% flat; 9%

0.54 Payable in varied monthly installments till 1st September, 2008.

Secured against the hypothecation of DG set

Particulars 30.06.07 31.03.07 31.03.06 31.03.05 31.03.04 31.03.03

(B)Unsecured Loans From Other Body Corporates 5.00 5.00 - - - - Total 5.00 5.00 - - - -

- 114 -

ANNEXURE-X

RESTATED SUMMARY OF RELATED PARTY TRANSACTIONS (As per AS-18)

(Rs. In Millions)

Particulars Nature of Relationship

Name of the Related Party

30-06-07

2006-07

2005-06

2004-05 2003-04

2002-03

Subsidiary Company

Infinity BPO Services Pvt. Ltd.

- 0.11 - - -

Others Geeta Intelligent Properties India Pvt. Ltd.

- 4.80 - - -

Godrej Properties Ltd. / Godrej Waterside Properties (P) Ltd.

- 2.95

- -

BNKe Solutions Pvt.Ltd.

1.24 5.30

Income and other charges

Joint Ventures

Magnacon Electricals India Ltd.

-

-

2.75 -

Mr. Ravindra Chamaria, Chairman & MD

0.53 1.88 1.57 - - - Remuneration Key Management Personnel Mr. Pulak Chamaria 0.37 1.26 0.31 0.24 - -

Relatives of Key Management Personnel

- - - - - -

Other Receipts

Others Kolkata IT SEZ Pvt.Ltd 166.00 - - - -

Subsidiary Company

Infinity BPO Services Pvt. Ltd. Infinity Townships Pvt. Ltd.

0.10

0.05

0.25

1.24

2.15 -

- - -

Joint Ventures

Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd. BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd.

0.05

-

0.23

21.00

4.33

- - -

Advances Given

Associates Krupa Agencies Pvt. Ltd. - -

17.00

- -

Others Kolkata IT SEZ Pvt. Ltd 0.04 - - - - Infinity BNKe Infocity

Pvt. Ltd Kolkata Knowledge City Pvt. Ltd

13.95

0.04

23.70

-

-

-

-

Subsidiary Company

Infinity BPO Services Pvt. Ltd. Infinity Townships Pvt. Ltd

0.09 -

0.11

0.09

1.50 - - -

Joint Ventures

Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd. BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd.

2.42

0.31

4.40

21.00

2.15 - -

- - -

Advances Refund

Associates Krupa Agencies Pvt. Ltd. - - 27.60 (inc.

opening

- -

- 115 -

Balance)

Others Geeta Intelligent Properties India Pvt. Ltd Kolkata IT SEZ Pvt. Ltd Infinity BNKe Infocity Pvt. Ltd

0.05 0.04 0.04

- - -

- - -

- - -

- - -

Subsidiary Company

Infinity BPO Services Pvt. Ltd. Infinity Townships Pvt. Ltd.

-

0.50

49.50 -

- - - Investments

Others Geeta Intelligent Properties India Pvt. Ltd. Kolkata IT SEZ Pvt. Ltd Infinity BNKe Infocity Pvt. Ltd

-

6.65 0.05

57.50 - -

- - -

Commitments Given

Joint Ventures

Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd. BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd.

- - -

Refer Notes

no. 4 & 5

Refer note no

4

- -

Others Joint Ventures

Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd. BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd.

0.73 - -

2.72 - -

1.49 - -

- -

ANNEXURE-XI RESTATED SUMMARY OF SUNDRY DEBTORS

(Rs. in Million) Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03 Debts outstanding for a period exceeding six months

Unsecured , Considered good 1.23

1.20 0.35 0.96 1.79 7.58

Other debts- outstanding for a period less than six months

Unsecured , Considered good 7.28

6.62 6.09 3.67 5.48 2.80

Total 8.51 7.82 6.44 4.63 7.27 10.38

- 116 -

ANNEXURE-XII

RESTATED SUMMARY OF LOANS & ADVANCES

(Rs. in Million) Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

(Unsecured, Considered good) Security Deposits 4.77 4.16 2.51 2.11 3.55 0.02 Advances (recoverable in cash or in kind or for value to be received)

1.20 1.60 3.42 1.03 12.76 2.38

Advance against property / space 105.63 110.11 70.00 20.00 - - Advance to Subsidiary Company 1.84 2.14 0.65 - - - Advances to staff 0.28 0.08 0.03 0.02 0.00 0.00 Tax Deducted tax source - - - - 0.06 4.44 Advance payment of Taxes 5.99 5.82 3.50 0.10 - - Interest receivable 0.06 - 0.03 0.01 0.12 0.01 Share Application money (Pending allotment)

-

22.50 - 50.00 - -

Total 119.77 146.41 80.14 73.27 16.49 6.85

- 117 -

ANEXURE-XIII

RESTATED SUMMARY OF INVESTMENTS (Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03 Investments – At Cost (Trade, Unquoted, Fully paid-up) IN SUBSIDIARY COMPANY

Infinity BPO Services Pvt. Ltd. (10,00,000 Equity shares of Rs.10 each) 49.60

49.60 49.60

- - - Infinity Township Pvt Ltd (75,100 Equity Shares of Rs 10 each.)

1.50

1.50 -

- - - OTHERS Geeta Intelligent Properties India Pvt. Ltd (9,95,000 Equity shares of Rs.10 each)

9.95

9.95 9.95

- - - Kolkata IT SEZ Pvt Ltd (5,00,000 Equity shares of Rs10 each)

5.00

5.00 -

- - - Infinity BNKe Infocity Pvt Ltd. (5,000 equity shares of Rs10 each )

0.05

0.05

Kolkata Knowledge City Pvt. Ltd. (5,000 Equity shares of Rs10 each)

0.05

0.05 -

- - - Geeta Intelligent Properties India Pvt. Ltd (4,75,000 Fully convertible entitlement Certificate of Rs.100 each)

47.50

47.50 47.50

- - - Kolkata IT SEZ Pvt Ltd (3,50,000 7% Non –Cumulative Redeemable Preference Shares of Rs.100 each, partly paid up @ Rs. 5 each

1.75

1.75 -

-

- - Capstone Developers Pvt. Ltd. (18,00,000 Equity Shares of Rs.10/-each) 18.00

- -

- - - Tulip Dealers Pvt. Ltd. (4,50,000 Equity Shares of Rs.10/-each) 4.50

- -

- - - Total 137.90 115.40 107.05 - - -

- 118 -

ANNEXURE-XIV

RESTATED SUMMARY OF CURRENT LIABILITIES (Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

(A) Current Liabilities Sundry Creditors 23.47 27.49 15.47 10.89 7.39 5.10 Other Creditors 75.10 75.10 Interest accrued but not due 8.49 4.10 1.67 2.28 - - Expenses Payable 12.14 11.58 7.83 8.32 5.36 3.23 Statutory liabilities 1.21 2.13 0.44 0.41 0.09 0.14 (B) Provisions Provision for taxation 3.70 3.70 1.40 0.35 0.62 0.03 Provision for Fringe Benefit Tax 0.00 0.01 0.02 - - - Corporate dividend tax 1.36 1.36 0.56 - - - Proposed dividend 8.00 8.00 4.00 - - - Total 133.47 133.47 31.39 22.25 13.46 8.50

ANNEXURE-XV

RESTATED SUMMARY OF SHARE CAPITAL (Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

Equity Share Capital

Authorized Capital 300.00 300.00 200.00 200.00 200.00 200.00

Number of Shares 30,000,000 30,000,000 20,000,000 20,000,000 20,000,000 20,000,000 Issued Subscribed & Paid -up Capital 200.00 200.00 200.00 186.56 186.56 133.41 No of Shares 20,000,000 20,000,000 20,000,000 18,656,250 18,656,250 13,341,250

Total 200.00 200.00 200.00 186.56 186.56 133.41

ANNEXURE-XVI

RESTATED SUMMARY OF RESERVE AND SURPLUS

(Rs. in Million) Particulars

30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

Surplus in Profit and Loss Account 13.04 9.55 6.26 3.76 0.08 - General Reserve 9.00

9.00 4.00 - - -

Total 22.04

18.55 10.26 3.76 0.08 -

ANNEXURE-XVII RESTATED SUMMARY OF OTHER INCOME

(Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03 Interest 0.10 0.78 0.28 0.18 0.43 0.50 Profit/(Loss) on Sale of Assets - 2.27 - 1.50 3.96 - Liabilities no Longer required written Back

- 0.06 0.01 0.01 0.16 -

Others - - 0.07 0.06 0.23 Total 0.10 3.11 0.29 1.75 4.61 0.73

- 119 -

ANNEXURE-XVIII

RESTATED SUMMARY OF ADMINISTRATIVE EXPENSES (Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03

Administrative & General Expenses Advertisement Expenses 0.07 1.35 0.68 0.27 0.16 0.34 Bank Charges 0.07 0.26 0.26 0.05 0.14 0.26 Business Promotion & Development Expenses

0.04 0.74 0.74 0.35

Commission & Brokerage 0.00 0.00 1.63 0.68 Conveyance Expenses 0.03 0.20 0.21 0.14 0.07 0.12 Electricity & Fuel Expenses 0.73 1.46 1.23 0.46 0.85 0.62 Insurance Premium 0.14 0.50 0.46 0.28 0.16 - Legal & Professional Fees 0.61 3.25 4.53 1.68 1.12 2.97 Loss on sale of fixed assets 0.00 - 0.63 - - - Meeting Fees 0.13 0.27 0.12 0.11 0.12 0.02 Miscellaneous Expenses 0.56 1.81 1..05 0.66 0.22 0.20 Motor Car Expenses 0.23 0.88 0.61 0.61 0.45 0.36 Operation & Maintenance Expenses 1.46 6.58 6.49 7.31 3.14 2.52 Printing & Stationery Expenses 0.15 0.63 0.29 0.27 0.22 0.08 Rates & Taxes 0.13 0.44 0.64 0.36 0.14 0.21 Rent 0.35 0.62 0.12 0.12 0.04 0.01 Seminar, Conference & Exhibition Fees 0.02 1.30 0.29 0.21 Service Charges 0.36 1.36 0.89 0.67 0.55 0.54 Subscription & Membership Fees 0.20 0.44 0.29 0.18 Telephone, Postage & Courier Expenses 0.34 0.82 0.57 0.63 0.32 0.39 Travelling Expenses 0.39 3.21 1.83 1.00 1.08 1.44 Hire Charges Of Car Loan - - - - - 0.04 Total 6.01 26.12 23.56 16.04 8.77 10.12

ANEXURE-XIX RESTATED SUMMARY OF EMPLOYMENT COST

(Rs. in Million) Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03 Salaries 2.11 5.79 4.64 3.25 1.34 2.62 Contribution to Provident & Other Fund

0.19 0.45 0.53 0.15 0.07 0.13

Workmen & Staff Welfare Expenses

0.14 0.62 0.57 0.40 0.33 0.20

Total 2.44 6.86 5.74 3.80 1.74 2.95

- 120 -

ANNEXURE-XX RESTATED SUMMARY OF RATES OF DIVIDEND

(Rs. in Million)

Particulars 30-06-07 2006-07 2005-06 2004-05 2003-04 2002-03 Equity Share Capital Dividend Per Share(Rs.) - 0.40 0.20 - - - Dividend in % - 4.00 2.00 - - - Amount of Dividend - 8.00 4.00 - - - Dividend Tax - 1.36 0.56 - - - Equity Share Capital Authorised Capital 200.00 200.00 200.00 200.00 200.00 200.00 No. Of Shares 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 20,000,000 Issued ,Subscribed & Paid-up Capital

200.00

200.00

200.00

186.56

186.56

133.41

No. of Shares 20,000,000 20,000,000 20,000,000 18,656,250 18,656,250 13,341,250 Weighted Average No. Of Shares

20,000,000

20,000,000

19,668,664

18,656,250

16,765,030

12,195,867

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ANNEXURE-XXI RESTATED SUMMARY OF FIXED ASSETS

(Rs. in Million)

Particulars Land- Leasehold Building

Plant & Machinery

Furniture, Fixture & Equipment

Motor Vehicle

Gross Block (At Cost) As at 01.04.2002 15.06 133.40 68.32 3.97 1.52 Additions 26.83 3.16 1.27 Deductions / Adjustments -0.15 - -0.01 - - As at 31.03.2003 14.91 160.22 71.47 5.24 1.52 Depreciation Upto 31.03.2002 - 2.43 10.72 2.38 0.90 Additions - 2.39 3.31 0.36 0.14 Deductions / Adjustments - -6.96 -1.03 -0.41 Upto 31.03.2003 - 4.81 7.07 1.71 0.64 Net Block As at 31.03.2003 14.91 155.41 64.40 3.53 0.88 Gross Block (At Cost) As at 01.04.2003 14.91 160.22 71.47 5.24 1.52 Additions 3.70 30.63 17.28 2.50 1.06 Deductions / Adjustments -8.06 -0.49 As at 31.03.2004 18.61 182.79 88.75 7.74 2.08 Depreciation Upto 31.03.2003 - 4.81 7.07 1.71 0.64 Additions - 2.78 3.69 0.56 0.22 Deductions / Adjustments - -0.33 -0.33 Upto 31.03.2004 - 7.27 10.75 2.27 0.53 Net Block As at 31.03.2004 18.61 175.52 78.00 5.47 1.55 Gross Block (At Cost) As at 01.04.2004 18.61 182.79 88.75 7.74 2.08 Additions 0.37 116.38 27.08 3.50 - Deductions / Adjustments - -9.68 - - As at 31.03.2005 18.97 289.49 115.83 11.23 2.08 Depreciation Upto 31.03.2004 - 7.27 10.75 2.27 0.53 Additions - 3.04 4.54 0.72 0.20 Deductions / Adjustments - - - - - Upto 31.03.2005 - 10.31 15.30 2.98 0.73 Net Block As at 31.03.2005 18.97 279.18 100.53 8.25 1.35 Gross Block (At Cost) As at 01.04.2005 18.97 289.49 116.05 11.01 2.08 Additions 0.00 159.82 8.60 1.55 2.29

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Deductions / Adjustments - -21.98 -0.01 -3.83 -0.25 As at 31.03.2006 18.97 427.33 124.64 8.72 4.12 Depreciation Upto 31.03.2005 - 10.32 15.30 2.99 0.71 Additions - 6.11 5.72 0.73 0.31 Deductions / Adjustments - - -0.01 -2.50 -0.18 Upto 31.03.2006 - 16.43 21.01 1.21 0.85 Net Block As at 31.03.2006 18.97 410.91 103.63 7.50 3.28 Gross Block (At Cost) As at 01.04.2006 18.97 427.33 124.64 8.72 4.12 Additions 6.04 10.97 0.27 Deductions / Adjustments - -20.68 As at 31.03.07 18.97 406.65 130.68 19.69 4.39 Depreciation Upto 31.03.2006 - 16.43 21.01 1.21 0.84 Additions - 6.62 6.15 1.28 0.40 Deductions / Adjustments - -0.15 Upto 31.03.07 - 22.90 27.16 2.49 1.24 Net Block As at 31.03.07 18.97 383.75 103.52 17.20 3..15 Gross Block (At Cost) As at 01.04.2007 18.97 406.65 130.68 19.69 4.39 Additions - - 0.25 0.28 - Deductions / Adjustments - - - - - As at 30.06.07 18.97 406.65 130.93 19.97 4.39 Depreciation Upto 31.03.2007 - 22.90 27.16 2.49 1.24 Additions - 1.65 1.55 0.33 0.10 Deductions / Adjustments - - - - - Upto 30.06.07 - 24.55 28.71 2.82 1.34 Net Block As at 30.06.07 18.97 382.10 102.22 17.15 3.05

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AUDITORS’ REPORT To The Board of Directors Infinity Infotech Parks Limited Infinity, Plot- A3, Block-GP Sector-V, Salt Lake Electronics Complex Kolkata-700091 Reg. Initial Public Offer of Infinity Infotech Parks Limited– Auditors’ Report as required by Part II of Schedule II of the Companies Act, 1956 Dear Sirs, We have examined the Consolidated Financial Information of Infinity Infotech Parks Ltd. (‘the Company’), and its subsidiaries, Infinity BPO Service Pvt. Ltd & Infinity Township Pvt. Ltd (collectively referred to as the ‘Group’). The information for Infinity BPO Service Pvt. Ltd & Infinity Township Pvt. Ltd have been extracted from the financial statements audited by us, M/s R.Kothari & Company and M/s. J.B.S. & Co. respectively, for the years ended March 31, 2006, March 31, 2007 and for the period ended 30-06-2007 adopted by Board of Directors/ Members of the Company as attached to this report, stamped by us for identification, which has been prepared in accordance with –

• Paragraph B (1) of Part – II of Schedule II of the Companies Act, 1956, of India (‘the Act’) and amendments thereof;

• Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines 2000 (‘the Guidelines’)

issued by the Securities and Exchange Board of India (SEBI) on January 19, 2000 and the amendments from time to time thereto, to the extent applicable;

• The terms of reference dated 21st February, 2007 requesting us to carry out the assignment in connection with the

Draft Red Herring Prospectus being issued by the Company for the initial public offering of Equity Shares. A. Financial Information of: We have examined the attached Consolidated Restated Summary of Assets and Liabilities (Annexure I) of the Company as at March 31, 2006,March 31, 2007 and for the period ended 30-06-2007, the related Summary of Consolidated Profit and Loss Account (Annexure II) for the year ended March 31, 2006, March 31, 2007 and as at for the period ended 30-06-07 and the Consolidated Cash Flow Statement (Annexure III) for the year ended March 31, 2007and for the period ended 30-06-2007, together referred to as ‘Summary Statements’ and Notes to Summary Statements as set out in Annexure V. The Summary Statements for the year ended March 31, 2006, March 31, 2007 and for the period ended 30-06-2007 have been extracted from the consolidated financial statements audited by us for the year ended March 31, 2006, March 31, 2007 and for the period ended 30-06-2007. These Summary Statements have been approved by the Board of Directors. Based on our examination of these Summary Statements we confirm that:

a) The Consolidated Summary Statements of the Company have been restated with retrospective effect to reflect the significant accounting policies (as disclosed in Annexure V to this report) as adopted by the Company.

b) There are no adjustments in the auditors’ reports relating to relevant previous years, which need to be made in the

Summary Statements. c) There are no Qualification in the Auditors’ Report, which require any adjustment to the Summary statements:

B. Other Financial Information: We have examined the following financial information relating to the Company, proposed to be included in the Draft Red Herring Prospectus, as approved by the Board of Directors of the Company and attached to this report:

i. Summary of accounting ratios based on the adjusted profits relating to earnings per share, net asset value, operating margin, return on net worth and return on capital employed, enclosed as Annexure V.

ii. Capitalization Statement as at June 30, 2007 of the Company, enclosed as Annexure VI iii. Tax Shelter Statement, enclosed as Annexure VII.

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iv. Statement of Secured and Unsecured Loans and assets charged as securities, enclosed as Annexure VIII.

v. Statement of Related Party Transactions, enclosed as Annexure IX.

vi. Details of Sundry Debtors, enclosed as Annexure X.

vii. Statement of Loans & Advances, enclosed as Annexure XI.

viii. Details of Investments, enclosed as Annexure XII.

ix. Statement of Current Liabilities, enclosed as Annexure XIII.

x. Statement of Share Capital, enclosed as Annexure XIV.

xi. Statement of Reserve & Surplus, enclosed as Annexure XV.

xii. Details of Other Income, enclosed as Annexure XVI.

xiii. Details of Administrative Expenses, enclosed as Annexure XVII.

xiv. Details of Employment Cost, enclosed as Annexure XVIII.

xv. Details of Rates of Dividend, enclosed as Annexure XIX.

xvi. Detail of Fixed Assets, enclosed as Annexure XX. In our opinion, the ‘Consolidated financial information as per Audited Consolidated Financial Information ‘and Other Financial Information mentioned above for the period ended March 31, 2006, March 31, 2007 and for the period ended June 30, 2007 of the Company above, read with the significant accounting policies after making regrouping/ adjustments, have been prepared in accordance with Part II of Schedule II of the Act and the Guidelines issued by SEBI. This report is intended solely for your information and for inclusion in the Draft Red Herring Prospectus being issued by the Company for initial public offering of Equity and is not to be used, referred to or distributed for any other purpose without our prior written consent. Yours faithfully, For R.Kothari & Co. Chartered Accountants (Sanjeeb Agarwal) Partner M. No. 56400 Dated: November 28, 2007 Place: Kolkata

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ANNEXURE-I

CONSOLIDATED RESTATED SUMMARY STATEMENT OF ASSETS & LIABILITIES

The Consolidated Assets and Liabilities of the company as at the end of financial year ended on March 31, 2006, March 31, 2007 and for the period ended 30-06-2007are as set out below. The assets and liabilities read with significant accounting policies and notes annexed hereto have been arrived at after making such regroupings as are considered appropriate.

(Rs.in Million)

Particulars

As at 30.06.2007 As at 31.03.2007 As at 31.03.2006

Fixed Assets:

Gross Block 619.68 619.14 622.36

Less: Depreciation 57.43 53.80 39.49

Net Block 562.25 565.34 582.87

Net Block 562.25

565.34 582.87

Capital work-in progress 510.44 411.91 77.47

Total Fixed Assets (A) 1072.69 977.25 660.34

Investments (B) 86.80 64.30 57.45

Current Assets, loans and Advances (C):

Sundry Debtors 8.51

7.82 6.32

Fixed Deposits pledged with bank 7.11 7.11 5.35

Cash & Bank Balances 18.61 9.12 6.40

Loans and Advances 136.10 163.20 98.43

Total (C) 170.33 187.25 116.50

Liabilities and Provisions:

Secured Loans 801.30 704.14 437.41

Unsecured Loans 5.00 5.00 -

Current Liabilities and Provisions 135.83 135.50 31.39

Minority Interest 0.19 0.19

Other Term Liabilities 172.73 172.28 158.02

Total (D) 1115.05 1,017.11 626.82

Net worth (A+B+C-D) 214.77 211.69 207.47

Net worth represented by

Share Capital (A) 200.00 200.00 200.00

Reserves & Surplus (B) 22.04 18.54 10.26

Share Application (C) - - Miscellaneous Expenditure (to the extent of not written off or adjusted) (7.27)

(6.85) (2.79)

Net worth (A+B+C-D) 214.77 211.69 207.47

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ANNEXURE-II

CONSOLIDATE RESTATED SUMMARY STATEMENT OF PROFITS & LOSSES

We report that the Consolidated Profits/(Loss) of the company for the financial year ended on 31st March 2006, 31st March, 2007 and for the period ended 30-06-2007are as set out below. The Consolidated Profit and Loss Account read with significant accounting policies and notes annexed hereto have been arrived at after charging all expenses of manufacture, working and management including depreciation and after making such adjustments and regroupings as are considered appropriate.

(Rs. in Millions) Particulars Period ended 30.06.2007 Year ended 31.03.2007 Year ended 31.03.2006 Income Operating Income 22.74 88.40 81.41 Maintenance Charges 4.11 15.56 12.45 Other Income 0.10 3.11 0.29

Adjustment related to earlier year - - - TOTAL INCOME 26.95 107.07 94.15 Expenditure

Employment Cost 2.44 6.86 5.74

Administrative & General Expenses 6.01 26.12 23.56

TOTAL EXPENDITURE 8.45 32.98 29.30

Profit before Interest, Depreciation ,Tax & Prior period items

18.5074.09 64.85

Interest 11.28 39.20 39.55

Depreciation 3.63 14.46 12.88 Profit/(Loss) before Tax & Prior period items

3.60 20.43 12.42

Provision for Taxation - (2.30) (1.06)

Income Tax for earlier year - - - Provision for Deferred Tax - - - Provision for Fringe Benefit Tax (0.10) (0.49) (0.30) Net Profit/(Loss) after Tax as per audited Balance Sheet(A)

3.5017.64 11.06

Adjustment on account of change in Accounting Policy (B)

- - -

Adjusted Profit & Loss(A-B) 3.50 17.64 11.06

Carry forward Profit/(Loss) from previous Year

9.546.26 3.76

Amount Available for appropriation 13.04 23.90 14.82

Appropriations: -

Proposed Dividend - 8.00 4.00

Corporate Dividend Tax - 1.36 0.56

Transfer to General Reserve - 5.00 4.00

Profit/(Loss) carried to Balance Sheet 13.04 9.54 6.26

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ANNEXURE-III

CONSOLIDATED RESTATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2007 AND FOR THE PERIOD ENDED JUNE 30, 2007

(Rs. in Millions)

Particulars 30.06.2007 31.03.2007

A. Cash Flows from Operating Activities

Net Profit before Tax 3.60 20.43 Adjustments for: Depreciation 3.63 14.31

Amount written off - (0.06)

Operating Profit before Working Capital Changes 7.23 34.68

Adjustments for: Sundry Debtors/ Receivables (0.69) (1.50) Loans & Advances 27.27 (62.44) Trade/ other Payables 0.33 92.45 Other Current Assets (0.42) (4.07)

Cash Generated from Operating activity 33.72 59.12

Direct Taxes & Fringe Benefit Taxes Paid (0.28) (2.81) Net Cash from Operating Activities 33.44 56.31 B. Cash Flows from Investing Activities

Purchase of Fixed Assets/Capital Work –in –progress (99.06) (331.23)

Investment in Associates/Joint Ventures (22.50) (6.85)

Short Term Deposits/Secured Loans - (1.75)

Other Activities - 0.06

Net Cash used in Investing Activities (121.56) (339.77) C. Cash Flows from Financing Activities Proceeds from Issued Capital (Including Premium) - 0.19 Increase in Bank Borrowings 97.16 266.72 Increase in other Borrowings 0.45 19.27 Net Cash generated from Financing Activities 97.61 286.18

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 9.49 2.72

Cash and Cash Equivalents at the beginning of period 9.12 6.40

Cash and Cash Equivalents at the end of period 18.61 9.12

Notes: 1. The above Cash Flow has been prepared under the "Indirect Method" as set out in Accounting Standard-3 on Cash Flow

Statement issued by Institute of Chartered Accountants of India. 2. The Group has started preparing Cash Flow Statement for the first time in 2006-07 for the year ended 31st March, 2007.

The Cash Flow Statement has therefore been prepared for the year ended 31st March, 2007.

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ANNEXURE-IV

A. SIGNIFICANT ACCOUNTING POLICIES TO THE CONSOLIDATED BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

1. Principles of Consolidation

The Consolidated Financial Statements relate to Infinity Infotech Parks Ltd. and its subsidiary companies. The

Consolidated financial statements have been prepared on the following basis:

a. The financial statements of the company and its subsidiary companies are combined on a line-by-line basis by

adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating

intra-group balances and intra –group transactions resulting in unrealized profit or losses in accordance with

Accounting Standard (AS) 21- “Consolidated Financial Statements” issued by the Institute of Chartered

Accountants of India.

b. The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition

of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve as the

case may be.

c. Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the

consolidated balance sheet separate from liabilities and the equity of the company’s shareholders.

d. In case of associates where the company directly or indirectly through subsidiaries holds more than 20% of

equity, Investments in associates are accounted for using equity method in accordance with Accounting

Standard (AS) 23- “Accounting for Investment in Associates in consolidated financial statements” issued by

the Institute of Chartered Accountants of India.

e. The difference between the cost of Investment in the associates and the share of net assets in the associates is

identified in the financial statements as Goodwill or Capital Reserve as the case may be.

f. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like

transactions and other events in similar circumstances and are presented in the same manner as the Company’s

separate financial statements.

2. Investments other than in subsidiaries and associates have been accounted as per Accounting Standard (AS) 13 on

“Accounting for Investments”.

3. Other significant accounting policies

These are set out under “Significant Accounting Policies “as given in the Unconsolidated Financial Statements of

Infinity Infotech Parks Ltd. and its subsidiaries.

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B. NOTES ON CONSOLIDATED ACCOUNTS 1. The subsidiary companies considered in the consolidated financial statements are :

Name of the Subsidiaries Country of Incorporation Proportion of Ownership Interest

Infinity BPO Services Pvt. Ltd. India 100.00% Infinity Townships Pvt Ltd. India 88.25% 2. The significant associate companies considered in the consolidated financial statements are:

Name of the Associates Country of Incorporation Proportion of Ownership Interest Infinity BNKe Infocity Pvt Ltd . India 50.00% Geeta Intelligent Properties India Pvt Ltd. India 49.75% Kolkata IT SEZ Pvt Ltd . India 50.00% Kolkata Knowledge City Pvt.Ltd. India 50.00% 3. Other “Notes On Accounts” a. Contingent Liabilities not provided for in respect of: 1. Infinity Infotech Parks Ltd (Holding Company)

(i) Letter of Credit given by the Company’s Banker to West Bengal State Electricity Board for Rs. 7.36 million

(Previous Year Rs. 7.36 million) and keeping margin money of Rs. 7.36 million (previous year 7.36 million).

(ii) Letter of Credit given by the Company’s Banker to ETA Melco Elevator Co.LLC, Dubai (UAE) for US$ 0.51

millions (Eqv. in Rs.22.36 million) (Previous Year for US$ 0.51 million, Eqv.in Rs.22.36 million).

(iii) Bank Guarantee given by the Company’s Banker to Commercial Tax Officer for Rs. 1.27 million (Previous Year

Rs. 1.27 million) and keeping margin money of Rs.0.40 millions (Previous year Rs.0.40 million).

(iv) Estimated amount of contracts remaining to be executed on capital account (net of advances) as on 30.06.2007 Rs.

305.75 million (Previous Year Rs.296.79 million).

(v) Partly Paid-up 7% Non-Cumulative Redeemable Preference shares of Rs.100/- each (Rs.5/-paid-up) Rs.33.25

million (Previous year Rs.33.25 million)

2. Infinity Townships Pvt. Ltd. (Subsidiary Company)

a. Contingent Liabilities not provided for in respect of Estimated amount of contracts remaining to be executed on

capital account as on 30.06.2007 Rs.13.32 million (Previous Year Rs.17.09 million).

b. Capital Work-in-progress pending allocation for ongoing projects of the Holding Company and amounting to Rs.

525.79 million (Previous year Rs.407.33 million) includes advances and pre-operative expenses. It includes finance

charges allocated during the year Rs 10.87 million (Previous year Rs.21.70 million).

c. The Holding Company has entered into development agreement with the Sub-lease right holder of land at Salt Lake, Sector V, Kolkata, whereby the Company will incur all the developmental cost as envisaged in the said agreement and in consideration thereof shall be entitled to the 80% of total built-up area as well as 90% of total parking area with a right to control the management and maintenance of the project commercially. The capital commitment of the Company in the project remains unascertained.

d. The Holding Company has entered into development agreement with Godrej Properties Ltd. /Godrej Waterside

Properties Pvt. Ltd for the 5.5978 Acres of lease hold land at Plot DP-5, Salt Lake Electronics Complex, Sector-V, Kolkata, whereby the developer will incur all the developmental cost as envisaged in the said agreement and upon completion of construction the company shall be entitled to the 39% of total built-up area as well as parking area.

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e. Infinity BPO Services Pvt. Ltd ,the Company’s subsidiary has entered into development agreement for development of Integrated IT Park with Vipul Ltd (Formerly Vipul Infrastructure Developers Ltd) for the 1.0699 Acres of lease hold land at Plot no.51,Block DN, Sector V , Kolkata-700091, whereby the developer will incur all the developmental cost as envisaged in the said agreement and upon completion of construction the subsidiary company shall be entitled to the 35.50 % of total built-up area as well as parking area.

f. Infinity Townships Pvt. Ltd the Company’s Subsidiary has entered into joint development agreements for

constructions and development of residential & commercial complexes for which the subsidiary Company has agreed in principal to contribute Rs.30.50 crores, however the total commitment remains unascertained.

g. Infinity BPO Services Pvt. Ltd, the Company’s subsidiary has during the year under report reclassified the

Investment in Land as Fixed Assets based upon management perception to be focused on development of Integrated IT Park .Accordingly previous years figures and or presentations have been re-grouped and/or reclassified. Necessary mutation of the Land in the name of the Company is in process and accordingly no provision has been made for Lease rent and municipal tax pending assessment.

h. Capital Work-in-progress pending allocation for ongoing projects of Infinity Townships Pvt. Ltd. the company’s

subsidiary amounting to Rs.5.42 millions (Previous year Rs.4.58 millions) includes pre-operative expenses. i. Related Parties Disclosures:

1. Relations

A. (i) Others Geeta Intelligent Properties India Pvt. Ltd. Kolkata IT SEZ Pvt. Ltd.

Infinity BNKe Infocity Pvt. Ltd.

Kolkata Knowledge City Pvt. Ltd

B. Other related parties with whom the Company had transactions etc.:-

(i) Joint Ventures Godrej Properties Ltd/Godrej Waterside Properties Pvt.Ltd.

BNKe Solutions Pvt. Ltd.

Magnacon Electricals India Ltd.

(ii) Associates Alternate Power & Fuel (India) Pvt. Ltd.

Forum Real Estate Pvt. Ltd.

Forum Retail & Entertainment Pvt. Ltd.

Aarcee Capital Market Ltd.

Kolkata IT Park Pvt.Ltd (iii) Key Management Personnel Mr Ravindra Chamaria, Chairman & Managing Director

Mr.Pulak Chamaria, Executive Director

(iv) Relatives of key management Mrs. S. Chamaria

personnel and their enterprises Mrs. N. Chamaria

where transactions have taken place

Note: Related party relationship is as identified by the Company and relied upon by the Auditors

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2. Transactions carried out with related parties referred in 1 above, in ordinary course of business:

(Rs. in Million)

ANNEXURE-V RESTATED SUMMARY OF ACCOUNTING RATIOS:

Particulars

30-06-2007 2006-07 2005-06 2004-05 2003-04 2002-03

Earnings per share Basic (Rs.) 0.17 0.88 0.56 0.20 0.44 0.03

Diluted (Rs.) 0.17 0.88 0.56 0.20 0.44 0.03

Net Asset Value per share (Rs.) 10.74

10.59 10.55 10.20 11.13 10.54

Return on Networth (%)

1.63%

6.51 5.33 1.93 3.95 0.26 Weighted average no. of equity shares

20,000,000

20,000,000 1,96,68,664 1,86,56,250 1,67,65,030 1,21,95,867

Notes: 1.The ratios have been computed as below

(i) Earnings per share = Adjusted profit after tax before extra-ordinary items Restated weighted average no. of equity shares outstanding during the year (ii) Net Asset Value per share = Networth excluding revaluation reserve Restated weighted average no. of equity shares outstanding during the year (iii) Return on Networth = Adjusted profit after tax before extra-ordinary items Networth excluding revaluation reserve

Related Parties Nature of Transactions

Referred in

1(A)(i) above

Referred in

1(B)(i) above

Referred in

1(B)(ii) above

Referred in

1(B)(iii) above

Referred in

1(B)(iv) above Income and other charges

- 1.24 - - -

Remuneration - - - 0.90 - Other receipts - - - - - Advances Given 13.95 0.05 - - - Advances Refund/Debtors realized

- 2.42 -

- -

Investments - - - - - Commitments given _ Refer note no.3(c

& d) - - -

Others - 0.73 - - -

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ANNEXURE-VI RESTATED SUMMARY OF CAPITALISATION STATEMENT

(Rs.in Millions)

Particulars 30-06-07 2006-07 2005-06 Post Issue *

Debt

Short term debt 5.00 5.00 - --

Long term debt 801.30 704.14 437.41 704.14

Total debts 806.30 709.14 437.41 704.14

Shareholders funds

Share capital 200.00 200.00 200.00

Reserves & Surplus 22.04 18.54 10.26

Miscellaneous Expenditure (7.27) (6.85) -

Total Shareholders funds 214.77 211.69 210.26 -

Long Term Debt / Equity 3.73 3.32 2.08 - * To be filled upon after the completion of the Book Building process.

ANNEXURE- VII

RESTATED SUMMARY OF TAX SHELTER STATEMENT (Rs. In Millions)

PARTICULARS 30-06-2007*

31.03.2007 31.03.2006

Profit before tax 20.43 12.42

Tax Rate (in %) 33.66% 33.66%

Tax as per actual rate on profits 6.88 4.18

Adjustments

Permanent Differences -

Profit/Loss on Sale of Assets - 0.63

Total Permanent Differences(A) - 0.63

Timing Differences

Difference between Tax Depreciation & Book Depreciation (27.31) (29.93)

Leave Encashment u/s.43B (0.21) (0.01)

Leave Salary u/s.43B 2.58 0.24

Interest u/s.43B - (2.26)

Unpaid Gratuity u/s.40A(7) - -

Total Timing Differences (B) (24.94) (31.96)

Net adjustment (C) = (A) + (B) (24.94) (31.33)

Tax (Savings)/ Expense thereon (D) (8.39) (10.54)

Tax as per Return of Income 2.24 1.02

Tax Provision as per Books of accounts 2.30 1.05 *Provision to tax will be made at the end of the financial year.

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ANNEXURE-VIII RESTATED SUMMARY OF SECURED LOANS

(Rs. In Millions)

Particulars As at 30.06.2007 As at 31.03.2007 As at 31.03.2006

(A) Secured Loans

(i) Vijaya Bank 254.36 259.98 225.61

(ii) Housing Development Finance Corporation Ltd 154.30 155.59 162.39

iii) Interest Accrued and Due - 2.75 0.39

iv) Allahabad Bank 390.39 283.23 47.92

v) Magma Leasing Ltd 1.71 1.93 - vi) ICICI Bank 0.54 0.66 1.10

Total 801.30 704.14 437.41

PRINCIPAL TERMS OF SECURED LOANS AS ON JUNE 30, 2007 (Rs.in Millions) Sl.No

Particulars Rate of Interest

Outstanding as on June 30, 2007

Repayment terms

Security

1 Vijaya Bank 10.25% 254.36 Payable in varied monthly installments

Secured by securitization of future rental on the diverse floors of Tower-I & Tower-II of Infinity Building at Plot –A3,Block GP,Sector-V,Saltlake,Kolkata-700091 admeasuring about 1,14,635.27 sq.ft. including equitable mortgage thereon on first charge basis along with personal guarantee of Chairman & Managing Director of the Company.

2 HDFC Ltd 10.25% - 11.00%

154.30 Payable in varied monthly installments

Secured by securitization of future rental on the properties of Tower-II of Infinity Building admeasuring about 58,758 sq.ft. on diverse floors including equitable mortgage thereon together with undivided proportionate share of land being plot A3,Block-GP,Sector V, Salt Lake,Kolkata-700091 on first charge basis.

3 Allahabad Bank 12.00% 390.39 Payable in 84 monthly installments starting from January,2007

Secured by first charge on all immovable properties of the Company being leasehold land admeasuring 1.006 acres situated at plot G-1, Sector V, Saltlake, Kolkata-700091 with personal guarantee of Chairman & Managing Director of the Company.

4 Magma Leasing Ltd 5.25% flat 1.71 Payable in monthly installments till 15th March,2009

Secured against the hypothecation of Cars financed.

5 ICICI Bank 2.95% flat; 9%

0.54 Payable in varied monthly installments till 1st September, 2008.

Secured against the hypothecation of DG set

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Particulars As at

June 30, 2007 As at 31st March

2007 As at 31st March

2006 (Ba)Unsecured Loans

From Other Body Corporates 5.00 5.00 -

Total 5.00 5.00 -

ANNEXURE-IX

RESTATED SUMMARY OF RELATED PARTY TRANSACTIONS (As per AS-18)

(Rs. in Millions) Particulars Nature of

Relationship Name of the Related Party 30-06-2007 2006-07 2005-06

Others Geeta Intelligent Properties India Pvt. Ltd.

- 4.80

Godrej Properties Ltd./Godrej Waterside Properties Pvt.Ltd

-

Income & Other Charges

Joint Ventures

BNKe Solutions Pvt. Ltd.

1.24 5.30

2.95

-

Mr. Ravindra Chamaria, Chairman & MD

0.53 1.88 1.57 Remuneration Key Management Personnel Mr. Pulak Chamaria 0.37 1.26 0.31

Relatives of Key Management Personnel

Other Receipts Others Kolkata IT SEZ Pvt.Ltd 166.00 - Advances Given Joint Ventures Godrej Properties Ltd./Godrej

Waterside Properties Pvt. Ltd BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd.

0.05

-

0.23 21.00

4.33

- -

Others Kolkata IT SEZ Pvt. Ltd Infinity BNKe Infocity Pvt. Ltd Kolkata Knowledge City Pvt. Ltd

13.95

0.04 0.04

- -

Advances Refund Joint Ventures Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd BNKe Solutions (P) Ltd. Magnacon Electricals India Ltd.

2.42

0.31

4.40 21.00

2.15

Others Geeta Intelligent Properties India Pvt.Ltd Kolkata IT SEZ Pvt. Ltd. Infinity BNKe Infocity Pvt. Ltd

0.05 0.04 0.04

- - -

Investments Others Geeta Intelligent Properties India Pvt. Ltd. Kolkata IT SEZ Pvt. Ltd Infinity BNKe Infocity Pvt. Ltd

-

6.65 0.05

57.50

- -

Commitments Given

Joint Ventures Godrej Properties Ltd./Godrej waterside Properties Pvt.Ltd. BNKe Solutions Pvt. Ltd. Magnacon Electricals India Ltd,

- - -

Refer Notes no.3c & 3d

Others Joint Ventures Godrej Properties Ltd./Godrej Waterside Properties Pvt. Ltd.

0.73 2.72 1.49

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ANNEXURE-X RESTATED SUMMARY OF SUNDRY DEBTORS

(Rs. in Millions) Particulars 30-06-2007 2006-07 2005-06

Debts outstanding for a period exceeding six months

Unsecured , Considered good 1.23 1.20 0.35 Other debts- outstanding for a period less than six months

Unsecured , Considered good 7.28 6.22 5.97 Total 8.51 7.82 6.32

ANNEXURE-XI

RESTATED SUMMARY OF LOANS & ADVANCES

(Rs. in Millions) Particulars 30-06-2007 2006-07 2005-06

(Unsecured, Considered good) Security Deposits 4.93 4.32 2.62 Advances (recoverable in cash or in kind or for value to be received)

19.19 20.37 22.25

Advance against property / space 105.64 110.09 70.00 Advance to Subsidiary Company - - Advances to staff 0.28 0.08 0.03 Tax Deducted tax source - Advance payment of Taxes 6.00 5.84 3.50 Interest receivable 0.06 - 0.03 Share Application money (Pending allotment) - 22.50 - Total 136.10 163.20 98.43

ANNEXURE-XII RESTATED SUMMARY OF INVESTMENTS

(Rs. in Millions) Particulars 30-06-2007 2006-07 2005-06

Investments – At Cost (Trade, Unquoted, Fully paid-up) IN SUBSIDIARY COMPANY

OTHERS Geeta Intelligent Properties India Pvt. Ltd (9,95,000 Equity shares of Rs.10 each)

9.95

9.95 9.95

Geeta Intelligent Properties India Pvt. Ltd (4,75,000 Fully convertible entitlement Certificate of Rs.100 each)

47.50

47.50 47.50 Kolkata IT SEZ Pvt. Ltd. (5,00,000 Equity shares of Rs10 each)

5.00 5.00 -

Infinity BNKe Infocity Pvt. Ltd. (5,000 equity shares of Rs10 each )

0.05 0.05 -

Kolkata Knowledge City Pvt.Ltd. (5,000 Equity shares of Rs.10 each)

0.05 0.05 -

Kolkata IT SEZ Pvt.Ltd. (3,50,000 7% Non-Cumulative Redeemable Preference shares of Rs.100 each, partly paid up @Rs.5/-each)

1.75 1.75 -

Capstone Developers Pvt. Ltd (18,00,000 Equity shares of Rs.10 each)

18.00 - -

Tulip Dealers Pvt. Ltd (4,50,000 Equity shares of Rs.10 each)

4.50

Total 86.80 64.30 57.45

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ANNEXURE-XIII

RESTATED SUMMARY OF CURRENT LIABILITIES (Rs. in Millions)

Particulars 30-06-07 2006-07 2005-06 (A) Current Liabilities Sundry Creditors 25.71 29.32 15.47 Other Creditors 75.10 75.23 Interest accrued but not due 8.49 4.10 1.67 Expenses Payable 12.25 11.65 7.83 Statutory liabilities 1.22 2.13 0.44 (B) Provisions Provision for taxation 3.70 3.70 1.40 Provision for Fringe Benefit Tax - 0.01 0.02 Corporate dividend tax 1.36 1.36 0.56 Proposed dividend 8.00 8.00 4.00

Total 135.83 135.50 31.39

ANNEXURE-XIV RESTATED SUMMARY OF SHARE CAPITAL

(Rs. in Millions)

Particulars 30-06-2007 2006-07 2005-06

Equity Share Capial

Authorized Capital 300.00

300.00

200.00

Number of Shares 30,000,000 30,000,000 20,000,000 Issued Subscribed & Paid -up Capital 200.00 200.00 200.00 No of Shares 20,000,000 20,000,000 20,000,000

Total 200.00 200.00 200.00

ANNEXURE-XV

RESTATED SUMMARY OF RESERVE AND SURPLUS

(Rs. in Millions) Particulars

30-06-2007 2006-07 2005-06

Surplus in Profit and Loss Account

13.04 9.54 6.26

General Reserve

9.00 9.00 4.00

Total

22.04 18.54 10.26

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ANNEXURE-XVI RESTATED SUMMARY OF OTHER INCOME

(Rs. in Millions)

Particulars 30-06-2007 2006-07 2005-06 Interest 0.10 0.78 0.28 Profit/(Loss) on Sale of Assets - 2.27 - Liabilities no Longer required written Back - 0.06 0.01

Total 0.10 3.11 0.29

ANNEXURE-XVII

RESTATED SUMMARY OF ADMINISTRATIVE EXPENSES (Rs.in Millions)

Particulars 30-06-2007 2006-07 2005-06 Administrative & General Expenses Advertisement Expenses 0.07 1.36 0.68 Bank Charges 0.07 0.26 0.26 Business Promotion & Development Expenses 0.04 0.74 0.74 Commission & Brokerage - - 1.63 Conveyance Expenses 0.03 0.20 0.21 Electricity & Fuel Expenses 0.73 1.47 1.23 Insurance Premium 0.14 0.50 0.46 Legal & Professional Fees 0.61 3.25 4.53 Loss on Sale of Assets - - 0.63 Meeting Fees 0.13 0.27 0.12 Miscellaneous Expenses 0.56 1.81 1.05 Motor Car Expenses 0.23 0.88 0.61 Operation & Maintenance Expenses 1.46 6.56 6.49 Printing & Stationery Expenses 0.15 0.63 0.29 Rates & Taxes 0.13 0.44 0.64 Rent 0.35 0.62 0.12 Seminar, Conference & Exhibition Fees 0.02 1.30 0.29 Service Charges 0.36 1.36 0.89 Subscription & Membership Fees 0.20 0.44 0.29 Telephone, Postage & Courier Expenses 0.34 0.82 0.57 Travelling Expenses 0.39 3.21 1.83 Total 6.01 26.12 23.56

ANNEXURE-XVIII RESTATED SUMMARY OF EMPLOYMENT COST

(Rs. In Millions) Particulars 30-06-2007 2006-07 2005-06 Salaries 2.11 5.79 4.64 Contribution to Provident & Other Fund 0.19 0.45 0.53 Workmen & Staff Welfare Expenses 0.14 0.62 0.57 Total 2.44 6.86 5.74

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ANNEXURE-XIX RESTATED SUMMARY OF RATES OF DIVIDEND

(Rs.in Millions)

Particulars 30-06-2007 2006-07 2005-06 Equity Share Capital Dividend Per Share (Rs.) - 0.40 0.20 Dividend in % - 4.00 2.00 Amount of Dividend - 8.00 4.00 Dividend Tax - 1.36 0.56 Equity Share Capital Authorised Capital 300.00 300.00 200.00 No. of Shares 30,000,000 30,000,000 20,000,000 Issued ,Subscribed & Paid-up Capital 200.00 200.00 200.00 No. of Shares 20,000,000 20,000,000 20,000,000 Weighted Average No. Of Shares 20,000,000 20,000,000 19,668,664

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ANNEXURE-XX

RESTATED SUMMARY OF FIXED ASSETS

(Rs. in Millions)

Particulars Land- Leasehold

Building Plant & Machinery

Furniture, Fixture &

Equipment

Motor Vehicle

Goodwill

Gross Block (At Cost) As at 01.04.2006 57.55 427.33 124.64 8.72 4.12 - Additions 0.10 1.30 6.04 10.97 0.27 0.08 Deductions / Adjustments - (21.98) As at 31.03.2007 57.65 406.65 130.68 19.69 4.39 0.08 Depreciation Upto 31.03.2006 - 16.43 21.01 1.21 0.85 - Additions - 6.62 6.15 1.28 0.40 - Deductions / Adjustments - (0.15) - Upto 31.03.2007 - 22.90 27.16 2.49 1.25 - Net Block As at 31.03.2007 57.65 383.75 103.52 17.20 3.14 0.08 Gross Block (At Cost) As at 01.04.2007 57.65 406.65 130.68 19.69 4.39 0.08 Additions - - 0.25 0.28 - - Deductions / Adjustments - - - - - - As at 30.06.2007 57.65 406.65 130.93 19.97 4.39 0.08 Depreciation Upto 31.03.2007 - 22.90 27.16 2.49 1.24 - Additions - 1.65 1.55 0.34 0.10 - Deductions / Adjustments - - - - - - Upto 30.06.2007 - 24.55 28.71 2.83 1.34 - Net Block As at 30.06.2007 57.65 382.10 102.22 17.14 3.05 0.08

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussions of our financial condition and results of operations in conjunction with the section titled ‘Financial Statements’ beginning on page no. 99 of this Draft Red Herring Prospectus. You are also advised to read the section titled ‘Risk Factors’ beginning on page no. viii of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could impact our financial condition, results of operations and cash flows. The financial statements are prepared in accordance with Indian GAAP, the Companies Act and the SEBI Guidelines and restated as described in the Auditors’ Report appearing in the section titled ‘Financial Statements’ beginning on page no. 99 of this Draft Red Herring Prospectus. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended on March 31 of that year. Our historical financial performance may not be considered as indicative of future financial performance. BUSINESS OVERVIEW Overview We are an IT/ITeS infrastructure provider with a business model built around quality, innovation and customer orientation, a lease-based revenue model, currently with a key focus on the eastern region of India. In 1995, our Company formed a strategic alliance with West Bengal Electronics Industry Development Corporation Ltd. (WEBEL - a nodal agency of Government of West Bengal for developing IT and ITeS industries in the state) with the objective of creating state-of-the-art IT / ITeS infrastructure, offering a complete range of services to both IT related and enabled companies. Our proposition is ‘Intelligent Buildings’, a creation of design, high-tech service infrastructure, primarily for corporate houses and companies operating in the IT/ITeS space. We were keen to partner with and support the state government in its initiatives to position West Bengal as a key destination for Indian and global IT/ITeS companies through the development of quality infrastructure and formulation of policies. Our product offering is built on the philosophy of quality, innovation and customer orientation and it is our endeavour to develop each of our projects with the following common features:

• Latest Architecture and environmental design • Civil construction and structural fabrication • Uninterrupted power • Global high bandwidth networking and dedicated telephone lines • Building automation systems • Facility management • Disaster recovery systems

Our operational asset, “Infinity Thinktank”, has a total rentable area of approx. 300,000 sq.ft. which is fully leased out and occupied and we have seven other projects aggregating to a developable area 7.38 mn. sq.ft. at various stages of implementation in Kolkata of which our share is approx 4.00 mn. sq.ft and one project in Guwahati aggregating to 0.66 mn sq.ft. out of which our share is approx. 0.29 mn sq.ft.. Post commissioning of these projects, we will be a large provider of IT/ITeS space in Salt Lake Sector V, considered to be the IT/ITeS hub of West Bengal. In addition, as part of our expansion strategy, we intend to develop IT/ITeS based township projects in eastern India. Infinity Thinktank On its 1.92 acre plot of land, our first project, the twin tower - Infinity Towers Complex at Kolkata’s Salt Lake Sector V comprises of Tower I - 11 storied and Tower II – 16 storied (plus Ground & basement). Although we were an early entrant into the Kolkata IT/ITeS infrastructure market, we provided our customers with hi-tech facilities such as a dedicated telephone exchange with a remote switching unit, direct fiber optic connectivity to VSNL, 3000 kva (extendable upto 4000 kva) power supply with abundant back-up, an Integrated Building Management System (IBMS) and a customer service team to ensure single point interface for quicker response time.

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The twin towers have been branded as “Infinity Thinktank” and Tower I was inaugurated in February 2000. Tower I & Tower II have a total rentable area of approx. 300,000 sq ft and both the towers currently are fully occupied. The present lessees of Infinity Thinktank include names such as E-force, Ixia, etc. FACTORS AFFECTING OUR RESULTS OF OPERATIONS We believe following to be the factors that affect the results of our operations: Market Variations in Sales /Rentals for our Properties The rentals of our properties are determined principally by market forces of supply and demand. We price our rental properties by benchmarking with market rates for similar types of properties in their locality. The sales and rental prices of our properties will therefore depend on prevailing market supply and demand conditions at the time we complete development of our projects. Supply and demand conditions in Sector V in Kolkata, are affected by various factors outside our control, including prevailing local economic, income and demographic conditions, the availability of comparable properties completed or under development, changes in governmental policies relating to zoning and land use, and competition from other local real estate development firms. Supply and demand conditions for IT Parks outside Kolkata may be affected by additional circumstances, including general economic, income and demographic conditions in India, local governmental policies and regulation, and competition from national or regional real estate development firms. Lease Rentals At present, we derive substantially all of our recurring revenues from lease income, consisting of income from lease rentals of our commercial IT Park developments and parking charges. Upon completion of our projects currently under development, we intend to lease or sell such properties to third parties. Our results of operations are dependent on the number of properties we complete and have available for leasing out to customers in each fiscal period. All of our development projects require substantial time to complete. However, the number of projects that we complete and have available for leasing out can vary significantly from period to period, and we cannot predict with certainty the time of the completion of our projects due to lags in development timetables occasionally caused by unforeseen circumstances. Economic, Income and Demographic Condition in India We perform all of our real estate development activities in India, especially in Kolkata. As a result, our results of operations are significantly affected by factors influencing the Indian Infrastructure development industry and the Indian economy generally. Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely impact our business and financial performance. For example, our management believes that demand for our IT Parks may be substantially affected by future economic conditions in the information technology, call centre support and outsourcing sectors. If growth is sustained in these sectors, our management believes that such growth may drive demand for new IT Park projects to accommodate business expansion. Government Policies including taxes and duties affecting infrastructure Under section 80-IA of the IT Act , certain projects of the Company are eligible for deduction of an amount equal to 100% of profits & gains derived from eligible business for any 10 consecutive years out of 15 years beginning from the year in which an undertaking develops, develops and operates or maintains and operates an Industrial Park notified for this purpose in accordance with the scheme framed and notified by the Central Government for the period from 1st April,1997 to 31st March, 2009 . We are subject to a minimum alternate tax (MAT) on our book profits. Amounts paid as MAT may be credited against future income taxes for up to seven years from the year in which the MAT credited was paid. We are subject to Service Tax @ 12% plus education cess on lease rentals as per the Finance Act, 2007. For one of our projects where we have applied for the co-developer status, we would be eligible to tax benefits applicable to SEZ development. SIGNIFICANT ACCOUNTING POLICIES

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Accounting policies are particularly important because of their significance to the financial statements. Our accounting policies are more fully described under notes to audited restated financial statements under section titled “Financial Statements” on page 99 of the Draft Red Herring Prospectus. Significant accounting policies are those that are important to both the portrayal of the financial condition and the results of operations and which also require management’s judgment. In order to provide an understanding about how management forms its judgment about the most appropriate accounting policy to be followed for complex transactions and future events, we have identified the following critical accounting policies: I. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

a. The financial statements have been prepared under historical cost accounting, in accordance with the generally accepted accounting principles and provisions of the Companies Act, 1956.

b. The Books of Accounts are maintained on accrual concept, unless stated otherwise.

c. Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles.

II. FIXED ASSETS:

Fixed Assets have been stated at cost. Interest on borrowings for acquisition of fixed assets and revenue expenses incurred at Project sites are capitalised as part of asset cost in so far as such interest and expenses relates to the period prior to the completion of the Project.

III. DEPRECIATION AND AMORTISATION:

a) Depreciation has been provided on prorata basis on Straight Line Method as per the rates prescribed under Schedule XIV of the Companies Act, 1956.

b) Pro-rata amortization has not been made for leasehold land.

V. BORROWING COST:

Borrowing cost attributable to the construction of qualifying assets as defined in Accounting Standard-16 on borrowing cost, are capitalised as part of the cost of construction. Other borrowing costs are expensed as incurred. Interest relating to earlier years assessed upon account confirmation and reconciliation with the institutions/banks is being treated and expensed out in the year of such assessment. Allocation of interest to Capital and Revenue is based upon accounting practices followed with refinement thereof based upon evaluation, management perception and assessment in the particular context.

VI. RETIREMENT BENEFITS a) Contribution to Provident Fund/ Pension scheme is accounted for on accrual basis and charged to Profit &

Loss Account for the year. b) Gratuity Liability is accounted on the basis of actuarial valuation obtained and debited to the Profit & Loss

Account.

c) Provision for Leave Entitlement is accrued and provided on the basis of balance leave at the close of the year.

VI. REVENUE RECOGNITION

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Revenues are recognised and expenses are considered on their accrual net of rebates, remissions etc., if any, with necessary provision for all known liabilities and losses. Due Diligence expenses for business development is charged out as an expense through the natural heads of Accounts in the year in which incurred. Operating Income includes Lease Rent, Car Parking Fees, and Demand Assurance Charges etc. Expenditure which results in the creation of capital assets is taken as Pre-operative, C.W.I.P. or Fixed Assets, as the case may be.

VII. MISCELLANEOUS EXPENDITURE

Preliminary expenses are being proportionately written off over a period of ten years. VIII. FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are accounted for at exchange rates prevalent on the transaction date.

XII. IMPAIRMENT OF ASSETS

Impairment losses, if any, are recognised in accordance with the Accounting Standard issued by the ICAI and charged to Profit & Loss A/c.

XIII. INVESTMENTS

Long term Investments are stated as cost.

XIV. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE: INCOME

i. Operating Income: Our income from operations consists primarily of income from lease rent, Electricity Demand Assurance Charges and Car Parking charges, currently only from Infinity Think Tank.

ii. Maintenance Charges: Maintenance charges consists of payments paid by the lessees for the upkeep of the

property. The services we provide to occupants of our properties include security, utilities and amenity charges. iii. Other income: Other Income consists of Interest earned on Fixed Deposits, Profit on sale of Assets and Liabilities

no longer required written back. Our total income has grown at a CAGR of 29.77% over the last 5 years from Rs. 37.75 million in the fiscal year 2003, Rs. 38.87 million in fiscal year 2004, Rs. 54.01 million in the fiscal year 2005 and Rs. 94.15 million in the fiscal year 2006 to Rs. 107.07 million for the fiscal year 2007. We attribute the growth in our total income during such fiscal periods primarily to the increase in income from lease rentals at Infinity Think Tank. EXPENDITURE Our operating expenditure consists of Employment costs, Administrative & General expenses. Our total expenditure as a percentage of out total income was 34.62%, 27.04%, 36.73%, 31.12% and 30.80% for the fiscal years 2003, 2004, 2005, 2006 and 2007 respectively. Although our total expenditure had increased over the last 5 years (except for the fiscal year 2004), it has decreased as a percentage of total income primarily due to the increase in income from lease rentals of our properties. Our operating expenditure consists of the following:

i. Employment cost: Employment costs includes salary, contribution made to provident fund, gratuity and other funds and staff welfare expenses.

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ii. Administrative & General expenses: Administrative & General expenses among other things include advertisement expenses, business promotion & development expenses, operation and maintenance expenses, electricity, legal and professional fees and seminar & conference charges, traveling expenses.

Our Other expenses forming part of our total expenditure consists of the following:

i. Finance charges: Finance charges include interest payable by us on secured and unsecured loans.

ii. Depreciation: Depreciation expenses incurred by us result from the depreciation of Building, Plant & Machinery, Furniture, Fixture & Equipments and Motor Vehicles.

PROVISION FOR TAXATION: We receive certain favorable tax treatment in respect of our completed real estate development. This tax treatment includes the following tax benefits and concessions in respect of our business activities: We are subject only to minimum alternate tax ("MAT") on income generated in respect of our current development “Infinity Think Tank” that qualifies as “IT park”, rather than otherwise applicable income tax rates, pursuant to the provisions of tax benefits applicable nationally by the GOI pursuant to the Industrial Park Scheme announced on April 1, 2002. Under the Industrial Park Scheme, a developer who has established an industrial park before March 31, 2006 (subsequently extended to March 31, 2009) is granted an income tax deduction for a period of 10 years with regard to 100% of the profits earned from the development, operation and maintenance of the industrial park. IT parks currently qualify for this tax treatment, if they meet the relevant requirements. Deferred Tax has not been recognized as required under Accounting Standard-22 issued by ICAI due to prudence and in view of the tax holiday enjoyed by our Company, being Industrial Park, in terms of Section 80-IA of the Income Tax Act, 1961.

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Results of Operations The following table sets forth for the periods indicated, certain items derived from our restated financial statements, in each case stated in absolute terms and as a percentage of total income. Amounts have been rounded to ensure percentages total to 100% as appropriate.

THREE MONTH PERIOD ENDED JUNE 30, 2007 Our total income comprising of rental, maintenance charges and other income is Rs.26.95 million .Our operating income is Rs.26.85 million which is 99.63% of Total Income and other income is Rs.0.10 million which is 0.37% of Total Income. During the said period our Total Expenditure is Rs.8.45 million which comprises of Employment cost of Rs.2.44 million which is 9.05% of our Total Income and Administrative & General Expenses of Rs.6.01 million which is 22.30% of our Total income. Our Company has earned Profit Before Tax of Rs.3.60 million after deducing interest of Rs.11.28 million which is 41.86% of our Total Income and Depreciation of Rs.3.63 million which is 13.47% of our Total Income. Our Company has earned Profit after Tax of Rs.3.50 million after making a provision of Rs.0.10 million on account of Fringe Benefit Tax . Necessary Income Tax provisions will be made at the end of the Financial Year.

For the Year/Period ended

Particulars 30.06.2007

% to Total

Income

31.03.2007

% to Total

Income

31.03.2006

% to Total

Income

31.03.2005

% to Total

Income

31.03.2004 % to Total

Income

INCOME

Lease Rent 22.74 84.38% 88.40 82.56% 81.41 86.47% 43.93 81.34% 27.94 71.88% Maintenance charges 4.11 15.25% 15.56 14.53% 12.45 13.22% 8.33 15.42% 6.32 16.26%

Other Income 0.10 0.37% 3.11 2.90% 0.29 0.31% 1.75 3.24% 4.61 11.86%

Total Income 26.95 100.00

% 107.07 100.00

% 94.15 100.00

% 54.01 100.00

% 38.87 100.00%

EXPENDITURE

Employment Cost 2.44 9.05% 6.86 6.41% 5.74 6.10% 3.8 7.04% 1.74 4.48% Administrative & General Expenses 6.01 22.30% 26.12 24.40% 23.56 25.02% 16.04 29.70% 8.77 22.56%

Total Expenditure 8.44 31.35% 32.98 30.80% 29.3 31.12% 19.84 36.73% 10.51 27.04%

EBITDA 18.50 68.65% 74.09 69.20% 64.85 68.88% 34.17 63.27% 28.36 72.96%

Interest 11.28 41.86% 39.2 36.61% 39.55 42.01% 21.57 39.94% 13.12 33.75%

Depreciation 3.63 13.47% 14.45 13.50% 12.88 13.68% 8.5 15.74% 7.25 18.65%

Profit Before Tax 3.60 13.36% 20.44 19.09% 12.42 13.19% 4.10 7.59% 7.99 20.56%

Provision for Taxation 0.10 0.37% 2.79 2.61% 1.36 1.44% 0.42 0.78% 0.62 1.60%

Profit After Tax 3.50 12.99% 17.65 16.48% 11.06 11.75% 3.68 6.81% 7.37 18.96%

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Comparison of Results of Operations Comparison of Fiscal 2007 and Fiscal 2006 Income Our total income comprising of rental, maintenance charges and other income increased by 13.72% to Rs. 107.07 million in fiscal 2007 from Rs. 94.15 million in fiscal 2006. Our operating income increased 8.59% to Rs. 88.40 million in fiscal 2007 from Rs. 81.41 million in fiscal 2006, mainly due to increased lease rent, demand assurance charges and parking charges received from lessees. Full occupancy was achieved for the first time during this fiscal. Our other income has increased from Rs. 0.29 million in fiscal 2006 to Rs. 3.11 million in fiscal 2007. Our other income includes Interest income, profit on sale of assets and liabilities written back. Expenditure Our total expenditure increased by 12.56% to Rs. 32.98 million in fiscal 2007 from Rs. 29.30 million in fiscal 2006. This increase in operating cost was in line with the increase in our revenues and on account of employment and administration expenses. Our employment costs were up to Rs. 6.86 million from Rs. 5.74 million in the previous year, an increase of 19.51%. This was caused primarily on account of increase in the number of employees and annual increase in salaries and staff welfare costs. Our administrative and general expenses increased by 10.87% to Rs. 26.12 million in fiscal 2007 from Rs. 23.56 million in fiscal 2006. This increase was primarily due to increase in certain heads of expenses like advertisement expenses which increased from Rs. 0.67 million to Rs. 1.34 million, printing and stationery to Rs. 0.63 million from Rs. 0.28 million , travelling expenses to Rs. 3.2 million from Rs.1.83 million, seminar, conferences and exhibition fees from Rs. 0.29 million to Rs. 1.30 million and service charges from Rs. 0.89 million to Rs. 1.36 million. Our Earnings Before Interest, Depreciation, Amortisation and Tax (EBITDA) was up by 14.25% to Rs. 74.09 million in fiscal 2007 from Rs. 64.85 million in fiscal 2006. Our net finance charges decreased marginally to Rs. 39.20 million in fiscal 2007 from Rs. 39.55 million in fiscal 2006 primarily due to refinancing at lower rates. As a percentage of total income, our finance cost decreased to 36.61 % of our total income in fiscal 2007 from 42.01% of total income in fiscal 2006. Depreciation increased by 12.19% in fiscal 2007 to Rs. 14.45 million from Rs. 12.88 million in the fiscal 2006 due to the entire “Infinity Think Tank” becoming operational . Profit Before Tax Our profit before tax increased by 64.57% to Rs. 20.44 million in fiscal 2007 from Rs. 12.42 million in fiscal 2006. Our profit before tax as a percentage of total income increased to 19.09% in fiscal 2007 from 13.19% in fiscal 2006. Provision for Tax Provision for taxes doubled to Rs. 2.79 million in fiscal 2007 from Rs. 1.36 million in fiscal 2006. These comprised of Rs. 2.30 million as income tax and Rs. 0.49 million as fringe benefit tax. Net Profit After Tax Our net profit after tax increased by 59.58% to Rs. 17.65 million in fiscal 2007 from Rs. 11.06 million in fiscal 2006. As a percentage of total income, the net profit increased to 16.48% in fiscal 2007 from 11.75% in fiscal 2006. Comparison of Fiscal 2006 and Fiscal 2005 Income Our total income comprising of rental, maintenance, parking charges and other income increased by 74.32% to Rs. 94.15 million in fiscal 2006 from Rs. 54.01 million in fiscal 2005. Our operating income (lease rentals and parking charges) increased by 85.32% to Rs. 81.41 million in fiscal 2006 from Rs. 43.93 million in fiscal 2005, primarily due to increase in area leased out. Our maintenance charges increased from Rs. 8.33 million to Rs. 12.45 million in the same period, an increase of 49.46%.

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Our other income in fiscal 2006 included Interest income and liabilities written back. Other Income decreased to Rs. 0.29 million during the fiscal 2006 from Rs. 1.75 million during fiscal 2005. Expenditure Our total expenditure increased by 47.68% to Rs. 29.30 million in fiscal 2006 from Rs. 19.84 million in fiscal 2005. Employment costs increased by 51.05% to Rs. 5.74 million from Rs. 3.80 million in fiscal 2005. Our administrative and general expenses increased by 46.88% to Rs. 23.56 million in fiscal 2006 from Rs. 16.04 million in fiscal 2005. Some of the major contributors to the increase were Commission and Brokerage charges, which rose to Rs. 1.63 million from Rs. 0.68 million mainly due to increased efforts to increase occupancy at Infinity Thinktank, Advertisement expenses which increased to Rs. 0.68 million from Rs. 0.27 million, Business Development expenses which increased to Rs. 0.74 million from Rs. 0.35 million, Electricity expenses which increased to Rs. 1.23 million from Rs. 0.46 million, Legal and Professional expenses which increased to Rs. 4.53 million from Rs. 1.68 million and Travelling expenses which increased to Rs. 1.83 million from Rs. 1.00 million. Our Earnings Before Interest, Depreciation, Amortisation and Tax (EBITDA) was up by 89.79% to Rs. 64.85 million in fiscal 2006 from Rs. 34.17 million in fiscal 2005. Depreciation increased by 51.53% to Rs. 12.88 million in fiscal 2006 from Rs. 8.50 million in fiscal 2005 as assets got transferred from capital work-in-progress to.fixed assets. Our net finance charges increased by 83.36% to Rs. 39.55 million in fiscal 2006 from Rs. 21.57 million in fiscal 2005. This was due to increase in bank borrowings by securitization of future Lease rentals from our completed project. Borrowings from Vijaya Bank increased to Rs. 225.61 million in fiscal 2006 to Rs.206.90 million in fiscal 2005 and borrowings from HDFC Ltd. increased to Rs.162.39 million in fiscal 2006 from Rs. 25.00 million in fiscal 2005. As a percentage of total income, our finance cost increased to 42.01% of our total income in fiscal 2006 from 39.94% of our total income in fiscal 2005. Profit Before Tax Our profit before tax increased by 202.93% to Rs. 12.42 million in fiscal 2006 from Rs. 4.10 million in fiscal 2005. Our profit before tax as a percentage of total income increased to 13.19% in fiscal 2006 from 7.59% in fiscal 2005. Provision for Tax Our provision for tax increased by 223.81% to Rs.1.36 million in fiscal 2006 from Rs. 0.42 million in fiscal 2005 primarily due to inclusion of fringe benefit tax and increase in operational income. Provision for Tax comprised of Rs. 1.06 million for income tax and Rs. 0.30 million for fringe benefit tax. Net Profit After Tax Our net profit after tax increased by 200.54% to Rs. 11.06 million in fiscal 2006 from Rs. 3.68 million in fiscal 2005. As a percentage of total income, the net profit increased to 11.75% in fiscal 2006 from 6.81% in fiscal 2005. Comparison of Fiscal 2005 with Fiscal 2004 Income Our total income comprising of rental, maintenance charges and other income increased by 38.95% to Rs. 54.01 million in fiscal 2005 from Rs. 38.87 million in fiscal 2004. Our operating income increased by 57.23% to Rs. 43.93 million in fiscal 2005 from Rs. 27.94 million in fiscal 2004, primarily due to increase in the area leased out to lessees. Our maintenance charges increased to Rs. 8.33 million in fiscal 2005 from Rs. 6.32 million in fiscal 2004, an increase of 31.80%. Our other income includes Interest income, profit/loss on sale of assets and liabilities written back. Other Income decreased by 62.04% to Rs. 1.75 million in fiscal 2005 as compared to Rs. 4.61 million. Expenditure Our operating expenditure increased by 88.77% to Rs. 19.84 million in fiscal 2005 from Rs. 10.51 million in fiscal 2004, reflecting the increase in the size of our operations. Employment costs increased to Rs. 3.80 million in fiscal 2005 from Rs.1.74 million in 2004, an increase of 118.39%, which was due to increase in number of employees.

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Our administrative and general expenses increased by 82.90% to Rs. 16.04 million in fiscal 2005 from Rs. 8.77 million in fiscal 2004. This increase was primarily due to increase in certain heads of expenses including increase in operation and maintenance costs from Rs. 3.14 million to Rs.7.31 million caused due to increased repairs and ongoing maintenance, increase in the legal and professional charges to Rs. 1.68 million in fiscal 2005 from Rs. 1.12 million in fiscal 2004, mainly on account of fees for project rating. Commission and Brokerage charges, Seminar & Conference Fees and Business Promotion and Development expenses were incurred for the first time in fiscal 2005 amounting to a total of Rs. 1.25 million. Further, seminar expenses amounting to Rs. 0.21 million and Telephone, Postage and Courier Expenses almost doubled from Rs. 0.32 million in fiscal 2004 to Rs. 0.63 million in fiscal 2005. Our Earnings Before Interest, Depreciation, Amortisation and Tax (EBITDA) was up by 20.49% to Rs. 34.17 million in fiscal 2005 from Rs. 28.36 million in fiscal 2004. Depreciation increased by 17.24% to Rs. 8.50 million in fiscal 2005 from Rs. 7.25 million in fiscal 2004 due to the addition in Fixed Assets. Our net finance charges increased by 64.41% to Rs. 21.57 million in fiscal 2005 from Rs. 13.12 million in fiscal 2004. This was due to increase in Bank borrowings by securitization of future rentals. Borrowings from Vijaya Bank increased to Rs. 206.90 million in fiscal 2005 from Rs.94.41 million in fiscal 2004 and fresh borrowing from HDFC Ltd. of Rs.25.00 million As a percentage of total income, our finance cost increased to 39.94% of our total income in fiscal 2005 from 33.75% of our total income in fiscal 2004. Profit Before Tax Our profit before tax decreased by 48.69% to Rs. 4.10 million in fiscal 2005 from Rs. 7.99 million in fiscal 2004, due to increase in Administrative and General expenses and Finance charges which was partly offset by increase in operating income. As a result, our profit before tax as a percentage of total income decreased to 7.59% in fiscal 2005 from 20.56% in fiscal 2004. Provision for Tax Our provision for Tax decreased by 32.26% to Rs.0.42 million in fiscal 2005 from Rs.0.62 million in fiscal 2004, due to decrease in profit before tax. Net Profit After Tax Our net profit after tax decreased by 50.07% to Rs. 3.68 million in fiscal 2005 from Rs. 7.37 million in fiscal 2004. As a percentage of total income, the net profit decreased to 6.81% in fiscal 2005 from 18.96% in fiscal 2004. Financial Indebtedness For details of our secured and unsecured loans, please refer to the section titled “Financial Indebtedness” on page number 153 of this Draft Red Herring Prospectus. LIQUIDITY AND CAPITAL RESOURCES Liquidity Our primary liquidity requirements have been to finance our purchases of land, for development of our projects and for working capital requirements . We have met these requirements from cash flows from operations, short-term and long-term borrowings. Our growth plans will require us to incur substantial additional expenditure in the current and future fiscal years. We expect that our land acquisitions as well as the construction and development costs for our projects will be funded through cash flows and borrowings, as well as through the proceeds of this Offer as described in the section titled “Objects of the Offer” on page. 26 of this Draft Red Herring Prospectus. Our expansion plans and planned expenditure are subject to change based on, and our ability to raise and service the required financing depends on, various factors such as interest rates, property prices and market conditions.

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Net Worth As of June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, our net worth, which is defined as the difference between (a) total assets and (b) total liabilities and provisions, was Rs. 217.77 million, Rs. 214.71 million, Rs. 210.26 million, Rs.190.32 million, Rs. 186.64 million and Rs. 128.52 million, respectively. Net Cash Flows As of June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, we had cash and cash equivalents of Rs. 18.48, Rs. 8.94 million, Rs. 6.33 million, Rs. 28.51 million, Rs. 0.37 million and Rs. 0.40 million respectively. The table below summarizes our cash flows as restated, for the periods indicated.

Rs. in million Period ended

June 30, 2007 Fiscal 2007

Fiscal 2006

Fiscal 2005 Fiscal 2004

Net cash from (used in) operating activities

32.64 53.12 17.11 (33.18) 12.23

Net cash from (used in) investing activities

(120.71) (336.51) (165.26) (100.74) (119.51)

Net cash from (used in) financing activities

97.61 285.99 125.95 162.06 107.26

Cash Flows from Operating Activities Net cash from operating activities during the period ended June 30, 2007 was Rs.32.64 million .Although our profit before taxes for such period was Rs. 3.60 million and the profit after deducting taxes but before working capital changes adjustments was Rs. 7.23 million. The difference was on account of depreciation and Taxes amounting to Rs. 3.63 million and Rs. 0.27 million respectively. Debtors were higher by Rs.0.69 million, Loans and Advances were lower by Rs. 26.80 million and Other Current Assets were higher by Rs. 0.43 million. Net cash from operating activities during the fiscal year ended 2007 was Rs. 53.12 million, although our profit before taxes for such period was Rs. 20.43 million and the profit after deducting taxes but before working capital changes adjustments was Rs. 34.67 million. The difference was on account of depreciation and Taxes amounting to Rs. 14.30 million and Rs. 2.81 million respectively. Debtors were higher by Rs. 1.38 million, Loans and Advances by Rs. 63.94 million and Other Current Assets by Rs. 3.84 million. Payables were higher than the previous year by Rs. 90.42 million. Net cash from operating activities in fiscal year 2006 was Rs. 17.11 million. Our Profit before tax was Rs. 12.42 million. Additions were on account of depreciation of Rs. 10.17 million and increase in payables by Rs. 3.50 million. Items which brought down the operating profit were increase in receivables by Rs. 1.81 million, increase in loans and advances by Rs. 3.35 million and tax payments amounting to Rs. 3.81 million. Net Cash used in operating activities in fiscal 2005 stood at Rs. 33.18 million. Profit before tax was Rs. 4.10 million. Additions were on account of depreciation of Rs. 8.50 million and reduction in receivables and payables by Rs. 2.64 million and Rs. 9.06 million respectively. Operating cash flow was however pulled down by a large increase in advances by Rs. 56.72 million and tax payments amounting to Rs. 0.75 million. Cash Flows from Investing Activities Net cash flow used in investing activities during the period ended June 30, 2007 was Rs.120.71million primarily due to increase in the Capital WIP, reflecting the progress of our Infinity Benchmark project and other additions to gross block amounting to Rs. 98.21 million. Other outflows were on account of investment in our SPVs to the extent of Rs. 22.50 million . Net cash flow used in investing activities in fiscal 2007 was Rs.336.51 million, primarily due to increase in the Capital WIP, reflecting the progress of our Infinity Benchmark project and other additions to gross block amounting to Rs. 326.46 million. Other outflows were on account of investment in our subsidiaries to the extent of Rs. 8.35 million and increase in deposits by Rs. 1.75 million .

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For fiscal 2006, net cash used in investing activities was Rs. 165.26 million, again due to an increase of Rs. 56.01 million in fixed assets, Rs. 107.05 million being investments made in subsidiaries and joint venture and Rs. 2.21 million were invested in short term deposits. For fiscal 2005, net cash used in investing activities was Rs. 100.74 million. Rs. 97.59 million of this amount was due to increase in fixed assets and Rs. 3.15 million were invested in short term deposits. Cash Flows from Financing Activities Our cash flow from or used in our financing activities is determined primarily by the level of our borrowings, the schedule of principal and interest payments on them, the issuance of share capital and payment of dividends. For the period ended June 30, 2007, our cash flow from financing activities was Rs.97.61million due to increased borrowings to the extent of Rs. 97.16 million, which comprised construction loans from Allahabad Bank and Rs.045 million on account of increase in advance lease premium. For fiscal 2007, our cash flow from financing activities was Rs. 285.99 million primarily due to increased borrowings to the extent of Rs. 266.72 million, which comprised construction loans from Allahabad Bank and securitized loans from Vijaya Bank. We also had other loans amounting to Rs. 19.27 million from Magma Leasing. For fiscal 2006, our cash flow from financing activities was Rs. 125.95 million primarily due to increased borrowings to the extent of Rs. 28.95 million and other borrowings amounting to Rs. 83.56 million. During the period we also raised Rs. 13.44 million by issuing 1,343,750 Equity shares of Rs. 10/- each at par. For fiscal 2005, our cash flow from financing activities was Rs. 162.06 million which included increase in bank borrowings by Rs. 127.22 million. borrowed from Vijaya Bank and HDFC Bank and Rs. 34.84 million which comprises of increase in advance lease premium and security deposits from lessees. Financial Condition Our share capital has remained at Rs. 200.00 million for the period ended June 30, 2007 and for the financial years ending March 31, 2007 and 2006, while it was Rs. 186.56 million for the year ended March 31, 2005 and 2004. Our share capital was Rs. 133.41 million as at March 31, 2003. The reserves and surplus as on June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003 was Rs. 22.04 million, Rs. 18.55 million, Rs. 10.26 million, Rs. 3.76 million, Rs. 0.08 million and Rs. (7.29) million respectively. Assets Fixed Assets: The net book value of our total fixed assets was Rs. 1028.51 million, Rs. 933.92 million, Rs. 621.76 million, Rs. 575.93 million, Rs. 486.84 million and Rs. 372.13 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Our fixed assets comprise of leasehold land, buildings, plant and machinery, furniture, fixtures and equipment and motor vehicles. Out of the above, Capital Work in Progress amounted to Rs. 505.02 million, Rs. 407.33 million, Rs. 77.47 million, Rs. 167.65 million, Rs. 207.70 million, Rs. 133.01 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Investments: Our investments consist only of equity shares in our subsidiary, associate companies and SPVs. Our total investments were Rs. 137.90 million, Rs. 115.40 million and Rs. 107.05 million as at June 30, 2007 March 31, 2007 and March 31, 2006 respectively. Current Assets, Loans and Advances: The total current assets, loans and advances were Rs. 153.87 million, Rs. 170.28 million Rs. 98.27 million, Rs. 109.56 million, Rs. 24.13 million and Rs. 19.24 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Our current assets, loans and advances comprise our cash and bank balances, fixed deposits, trade debtors and loans and advances. Cash and bank balances: Our cash and bank balances consist of cash on hand and cash held in current and deposit accounts with specified banks. The cash and bank balances were Rs. 25.59 million, Rs. 16.05 million Rs. 11.69 million, Rs. 31.66 million, Rs. 0.37 million and Rs. 2.03 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Trade Debtors: The total amount payable by our trade debtors was Rs. 8.51 million, Rs. 7.82 million, Rs. 6.44 million, Rs. 4.63 million, Rs. 7.27 million and Rs. 10.38 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Our trade debtors consist of unsecured debtors.

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Loans and Advances: Our total loans and advances were Rs. 119.77 million, Rs. 146.41 million, Rs. 80.14 million, Rs. 73.27 million, Rs. 16.49 million and Rs. 6.85 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Our loans and advances comprise of security deposits, advance against property/ space, advances to subsidiary, advances to employees, advance for taxes and other advances. Liabilities Total Liabilities and Provisions: Our total liabilities and provisions were Rs. 133.48 million, Rs. 133.47 million, Rs. 31.39 million, Rs. 22.25 million, Rs. 13.46 million and Rs. 8.50 million as at June 30, 2007 and March 31, 2007, 2006, 2005, 2004 and 2003, respectively. Our current liabilities include sundry creditors, interest accrued but not due, expenses payable and other statutory liabilities. The amount reserved as ‘provisions’ includes the provisions that we make on proposed dividend, any tax on the proposed dividend and provision for taxation. FINANCIAL MARKET RISKS Interest Rate Risk Our financial results are subject to changes in interest rates, which may affect our debt service obligations. Our long-term Rupee-denominated debts, which bear interest at floating rates linked with prime lending rates of the respective lenders, as determined from time to time totalled to Rs. 801.30 million as at June 30, 2007. Upward fluctuations in interest rates increase the cost of both existing and new debts. Effect of Inflation In recent years, although India has experienced minor fluctuation in inflation rates, inflation has not had material impact on our business and results of operations. Information required as per Clause 6.10.5.5 of the SEBI (DIP) Guidelines. Unusual or Infrequent Events or transactions There have been no events or transactions to our knowledge, which may be described as “unusual” or “infrequent”. Significant economic/ regulatory changes Service Tax Looking to widen the Service tax base, the Government, through the Finance Act, 2007 has brought several new services under service tax net. A new sub clause (zzzz) has been inserted in Sec. 65(105) which makes any service provided to any person, by any other person in relation to renting of immovable property for use in the course or furtherance of business or commerce, a taxable service. While the Department is likely to generate a significant amount of revenue on this account, this has led to an increase in the rentals payable by the lessees. Known trends or uncertainties

Other than as described in the section titled “Risk Factors” and “Management's Discussion and Analysis of Financial Conditions and Results of Operations” on page viii and 140, respectively, to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our income from continuing operations.

Future changes in relationship between cost and revenues Other than as described in the section entitled “Risk Factors” and “Management's Discussion and Analysis of Financial Conditions and Results of Operations” on page viii and 140, respectively, to our knowledge there are no future relationship between costs and income that have or had or are expected to have a material adverse impact on our operations and finances. New products and business segment Other than as described in this Draft Red Herring Prospectus, we do not have any new products or business segments.

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The extent to which the business is seasonal Our operations may be adversely affected by difficult working conditions during monsoons that restrict our ability to carry on construction activities and fully utilize our resources. Notwithstanding, we generally do not believe that our business is seasonal. Competitive conditions We expect competition in the IT Park development sector from existing and potential competitors to intensify. For further details please refer to the discussions of our competitive conditions in the sections entitled “Risk Factors” and “Our Business” on page viii and 46, respectively. Material Developments In compliance with AS 4, to our knowledge no circumstances other than as disclosed in this Draft Red Herring Prospectus have arisen since the date of the last financial statements contained in the Draft Red Herring Prospectus which materially and adversely affect or are likely to affect, the trading and profitability of the Company, or the value of our assets or their ability to pay their material liabilities within the next 12 months.

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FINANCIAL INDEBTEDNESS

The aggregate borrowings of the Company as of September 30, 2007 are as follows; In Rs.

Sr. No. Nature of Borrowing Amount 1. Secured Borrowings 698,794,740 2. Unsecured Borrowings 5,000,000

I. The details of Secured Borrowings of the Company are as follows: 1. Loan Agreement dated 28.02.2005 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding As

On Repayment and Interest Rate

25,000,000 22,939,977 • Repayment in 84 monthly instalments commencing from the date of the first disbursement of the said loan in the following manner: Rs. 2,51,702 per month for the first 83 months from the end of the subsequent month following the month in which the disbursement of the loan is made and last instalment of Rs. 1,77,76,860 on 84th month from the date of first disbursement. Monthly Repayment @ Rs. 301,422.

• Interest : CPLR 13.25% Less 1% = 12.25% per

annum. 2. Loan Agreement dated 20.06.2005 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding as

on Repayment and Interest Rate

27,800,000 25,201,790 • Repayment in 108 monthly instalments commencing from the date of first disbursement of the said loan in the following manner: Rs. 3,01,391/- per month for the first 36 months commencing from the end of the subsequent month following the month in which the disbursement of the loan is made, Rs. 3,49,460/- per month from the end of the 37th month to the end of 72nd month (both months included), Rs. 4,04,740/- per month from the end of 73rd month to the end of 107th (both months included) and last instalment of Rs. 45,90,925/- on 108th or earlier at HDFC’s option. Monthly Repayment @ Rs. 331,531.

• Interest : CPLR 13.25% Less 1% = 12.25% per

annum. 3. Loan Agreement dated 20.07.2005 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding as

on Repayment and Interest Rate

58,200,000 52,615,525 • Repayment in 108 monthly instalments commencing from the date of first disbursement of the said loan per annum in the following manner: Rs. 6,51,833/- per month for the first 36 months commencing from the end of the subsequent month following the month in which the disbursement of the loan is made,

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Sanctioned Amount Amount Outstanding as on

Repayment and Interest Rate

Rs. 7,49,608/- per month from the end of the 37th month to the end of 72nd month (both months included), Rs. 8,62,050/- per month from the end of the 73rd month to the end of 107th (both months included) and last instalment of Rs. 66,60,296/- on 108th or earlier at HDFC’s option. Monthly Repayment @ Rs. 720,000.

• Interest : CPLR 13.25% Less 1% = 12.25% per

annum. 4. Loan Agreement Dated 28.09.2005 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding as

on Repayment and Interest Rate

13,000,000 12,487,511 • Repayment in 108 monthly instalments commencing from the date of first disbursement of the said loan in the following manner: Rs. 1,11,998/- per month for the first 21 months commencing from the end of the subsequent month following the month in which the disbursement of the loan is made, Rs. 1,56,798/- per month from the end of the 22nd month to the end of 36th month (both months included), Rs. 1,80,330/- per month from the end of the 37th month to the end of 72nd month (both months included), Rs. 2,07,386/- per month from the end of 73rd month to the end of 107th month and last instalment of Rs. 13,24,887/- on 108th or earlier at HDFC’s option. Monthly Repayment @ Rs. 185,000.

• Interest : CPLR 13.25% Less 1% = 12.25% per

annum. 5. Loan Agreement Dated 29.12.2005 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding as

on Repayment and Interest Rate

30,000,000 27,408,060 • Repayment in 101 monthly installments commencing from the date of first disbursement of the said loan in the following manner: Rs. 3,44,337/- per month for the first 31 months commencing from the end of the subsequent month following the month in which the disbursement of the loan is made, Rs. 3,95,988/- per month from the 32nd month to the end of 67th month (both months included), Rs. 4,55,386/- per month from the 68th month to the end of 100th month (both months included), and last installment of Rs. 41,66,763/- on 101st or earlier at HDFC’s option. Monthly Repayment @ Rs. 398,000.

• Interest: CPLR 13.25% Less 1% = 12.25% per

annum.

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6. Loan Agreement Dated 06.03.2006 with HDFC Ltd 1, 2

Sanctioned Amount Amount Outstanding as

on Repayment and Interest Rate

12,200,000 12,171,720 • Repayment in 106 monthly instalments commencing from the date of first disbursement of the said loan in the following manner: Rs. 1,02,461/- per month for the first 21 months commencing from the end of the subsequent month following the month in which the disbursement of the loan is made, Rs. 1,47,260/- per month from the 22nd month to the end of 36th month (both months included), Rs. 1,97,828/- per month from the end of the 37th month to the end of 72nd month (both months included), Rs. 1,97,828/- per month from the end of 73rd month to the end of 105th month (both months included) and last installment of Rs. 34,73,785/- on 106th or earlier at HDFC’s option. Monthly Repayment @ Rs. 135,000.

• Interest: CPLR 13.25% Less 0.25% = 13.00%

per annum. 7. Loan Agreement Dated 26.12.2003 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

100,000,000 36,737,610 • Repayment in 105 monthly over a period 8 years 9 months installments commencing from January 2004 with no repayment holidays. Monthly Repayment @ Rs. 1,232,984.

• Interest: BPLR 13.00% Less 2% = 11.00% per

annum. 8. Loan Agreement Dated 12.05.2004 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount outstanding Repayment and Interest Rate

72,500,000 55,876,349 • Repayment over a period of 9 years in 109 monthly installments commencing from May 2004 with no repayment holiday. Monthly Repayment @ Rs. 1,012,803.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum. 9. Loan Agreement Dated 24.11.2004 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

28,875,000 25,297,709 • Repayment over a period of 8 years 9 months in 106 monthly instalments commencing from November, 2004 with no repayment holiday. Monthly Repayment @ Rs. 307,417.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum.

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10. Loan Agreement Dated 30.03.2005 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

28,200,000 23,843,169 • Repayment over a period of 8 years and 8 months in 104 monthly instalments commencing from April, 2005 with no repayment holidays. Monthly Repayment @ Rs. 342,368.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum. 11. Loan Agreement dated 24.06.2005 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

13,019,000 11,743,793 • Repayment over a period of 8 years 8 months in 100 monthly instalments commencing from July 2005 with no repayment holidays. Monthly Repayment @ Rs. 138,863.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum. 12. Loan Agreement dated 06.01.2006 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

35,400,000 31,738,425 • Repayment in 8 years 3 months in 99 monthly instalments commencing from January, 2006 with no repayment holidays. Monthly Repayment @ Rs. 441,048.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum. 13. Loan Agreement dated 01.06.2006 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

19,500,000 18,145,881 • Repayment over a period of 8 years 2 months in 98 monthly instalments commencing from June, 2006 with no repayment holidays. Monthly Repayment @ Rs. 239,212.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum. 14. Loan Agreement dated 30.06.2006 with Vijaya Bank 1, 2, 3

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

47,400,000 45,245,971 • Repayment over a period of 9 years 2 months in 110 monthly instalments commencing from July, 2006 with no repayment holidays. Monthly Repayment @ Rs. 526,777.

• Interest : BPLR 13.00% Less 2% = 11.00% per

annum.

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15. Allahabad Bank has sanctioned a total Term Loan amount of Rs. 77 crores and as on date Rs. 4938.89 lacs have been disbursed in 2 term loans, details whereof are as follows: a) Term Loan Agreement I dated 30.05.2005 with Allahabad Bank 3, 4, 5

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

210,000,000 200,000,000 • Repayment in 84 monthly instalments in 7 years commencing from January, 2007. Monthly Repayment @ Rs. 2,500,000

• Interest : PLR 13.25% Less 0.50% = 12.75%

b) Term Loan Agreement II dated 29.01.07 with Allahabad Bank 3, 4, 5

Sanctioned Amount Amount Outstanding Repayment and Interest Rate

560,000,000 283,889,000 • Repayment in 84 monthly instalments in 7 years commencing from 25th month after first disbursement of loan. Monthly Repayment @ Rs. 2,500,000.

• Interest : PLR 13.25% Less 0.50% = 12.75%

II. Car and Diesel Generator Finance: a) Vehicle Loan cum Hypothecation Agreement from ICICI Bank for Toyota Corolla Car no. WB-02 Q 6744 6,

7

Sanctioned Amount Amount Outstanding Repayment and Interest Rate 1.056,000 288,208.38 Repayment in 60 equal monthly instalments of Rs.

21,765/- each commencing on 01.09.2003. Interest @ 9% per annum on reducing balance

b) Vehicle Loan cum Hypothecation Agreement from ICICI Bank for Honda City Car no. WB-02 U 5407 6, 7

Sanctioned Amount Amount Outstanding Repayment and Interest Rate 7,11,919.00 369,775.47 Repayment in 36 equal monthly instalments of Rs.

21,511/- each commencing on 1.11.2005. Interest @ 2.92% per annum at flat rate

c) Hire Purchase Finance Agreement with Magma Leasing Limited for Diesel Generator Set 6, 7

Sanctioned Amount Amount Outstanding Repayment and Interest Rate 27,00,000.00 19,34,240.71 Repayment in 35 equal monthly instalments of Rs.

89,250/- each commencing on 15.05.2006 Interest @ 5.25 % per annum at flat rate.

References:

1. Loan secured by the equitable mortgage of immovable property being office space by deposit of title deeds. 2. Loan secured by securitization of future rental income under existing sub-lease agreement by way of assignment of

specific lease in favour of the Lender. 3. Personal Guarantee of Mr. Ravindra Chamaria. 4. Loan secured by equitable mortgage by deposit of title deeds of entire land and project thereon alongwith all future

assets created thereat. 5. Loan secured by tangible, movable machinery and plant of the Company together with spares, tools, accessories

and other movables, both present and future. 6. Loan secured by first and exclusive charge by way of hypothecation of the asset financed. 7. Promissory Note for the Loan amount executed by the Company.

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Some of the corporate actions for which the Company require the prior written consent of Lenders include the following:

• to undertake or permit any merger, demerger, consolidation, reorganization, dissolution, scheme or arrangement or compromise with the creditors or share holders or effect any scheme of amalgamation or reconstruction;

• to amend or modify the constitutional documents; • to enter into borrowing arrangements, secured or unsecured with other banks; • to pass a resolution of voluntary winding up; • to mortgage, sale, lease, exchange or create any charge, lien or encumbrance of any kind on those properties

or assets secured with the Lenders. For Item Nos. I (8,9 and 11), the instalment period has been extended by a month beyond the instalment period stipulated in the respective Loan Agreements due to time spent on complying with pre-disbursement conditions. The repayment schedules of the above Loans undergo changes from the schedules stipulated in the respective Loan Agreements due to change in interest rate since the interest rates are floating rates. Further, several of the loan agreements executed provide for the rescheduling of loans by the Lenders, contain pre-payment penalties and delayed payment penalties, and permit the lender to disclose the name of the Company as a defaulter to the RBI and debar the Company from borrowing monies for certain periods of time. Certain of the loan agreements require the Company to restrict its banking business to a consortium of banks.

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SECTION VI – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as disclosed here, there are no outstanding litigations, suits or criminal or civil prosecutions, proceedings initiated for offences (including past cases, economic offences etc) irrespective of whether specified in paragraph (1) of part 1 of Schedule XIII of the Companies Act and proceedings or tax liabilities against our Company, our Promoters, Directors and Group Company that would have a material adverse effect on our business. Except those disclosed here, there are also no defaults, non-payment or overdue of statutory dues, institutional/ bank dues and dues payable to holders of any debentures, bonds and fixed deposits that would have a material adverse effect on our business other than unclaimed liabilities against our Company or Promoters or Directors. A. CASES FILED AGAINST OUR COMPANY i) Show cause Notices No show cause notices have been issued against our Company. ii) Civil Suits a) Property Related Litigation There are no litigation relating to properties of our Company. b) Employee Related Litigation There are no litigation relating to the employees of our Company iii) Tax Related Litigation: There are no tax related litigation filed against our Company. iv) Notices received Notice under Income Tax Act, 1961

• Notice under Section 143(2) of the Income Tax Act, 1961 dated October 05, 2007

Facts: In respect of the Financial Year 2005-06 pertaining to Assessment year 2006-07, the Company has filed its Return of Income Tax computing ‘Nil’ tax payable. However, the Learned Assessing Officer issued a notice under Section 143(2) of the I.T. Act dated October 05, 2007 requesting the representative of the Company to attend before him on February 20, 2008.

• Notice under Section 143(2) of the Income Tax Act, 1961 dated September 19, 2006

Facts: In respect of the Financial Year 2004-05 pertaining to Assessment year 2005-06, the Company has filed its Return of Income Tax computing ‘Nil’ tax payable. However, upon assessment of the above Return of Income Tax of the Company under Section 143 of the Income Tax Act, 1961 (‘I.T. Act’), the Learned Assessing Officer issued a notice under Section 143(2) of the I.T. Act dated September 19, 2006 received by the Company on September 25, 2006 requesting the representative of the Company to attend before him on November 23, 2006 and furnish certain information in relation to the said Return of Income Tax.

Subsequently, on March 24, 2007, the Company has received an intimation under Section 143(1) of the I.T. Act dated September 5, 2006 stating that with respect to the said Return of Income Tax, the net amount payable by the Company is Rs. 2,564/-. Current Status: The Company has not yet submitted the aforesaid amount of Rs. 2,564/-. Since the Company has received the aforesaid notice under Section 143(2) of the I.T. Act, as per procedure, the Learned Assessing Officer shall issue fresh assessment order under Section 143(3) of the I.T. Act.

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• Notice under Section 156 of the Income Tax Act, 1961 dated November 27, 2006 In respect of the Financial Year : 2003-2004 and Assessment Year : 2004-2005, the Learned Assessing Officer, has issued a Notice of Demand under Section 156 of the I.T. Act dated November 27, 2006, making certain disallowances. Details of the said Notice and its current status has been discussed below under the head “Tax related litigation”.

v) Criminal cases There are no criminal cases filed against our Company. B. CASES FILED BY OUR COMPANY i) Property Related Litigation Our Company has not filed any litigation in relation to any property. ii) Business related Our Company has not filed any litigation pertaining to and/ or arising from its business. iii) Tax related litigation

• For Financial Year : 2003-2004 and Assessment Year : 2004-2005

Facts : In respect of the above Financial Year, the Learned Assessing Officer, has issued a Notice of Demand under Section 156 of the I.T. Act dated November 27, 2006, making the following disallowances:

1. While computing the income the Learned Assessing Officer disallowed the following expenses and treated the same as Capital Expenditure:

Overhauling of Plant & Machinery and replacement of Toilet Accessories

Rs. 2,33,439/-

Software and Hardware Expenses Rs. 99,543/- Payment to Solicitors etc. Rs. 2,76,950/-

2. While computing the income the Learned Assessing Officer has made disallowances out of the expenses:

Travelling Expenses of Mr. Ravindra Chamaria Rs. 1,03,754/- Travelling Expenses of Mr. Pulak Chamaria Rs. 90,717/-

3. While computing the income the Learned Assessing Officer has made disallowances out of the expenses:

Out of Gratuity Expenses Rs. 92,308/-

4. The Learned Assessing Officer allowed the depreciation of Rs. 2,54,99,392/- instead of Rs. 2,73,33,406/- by disallowing depreciation claim of Rs. 18,34,014/- on the ground that sale proceeds have not been reduced from the Block of Assets. Further, the Learned Assessing Officer reallocated the sale of Building between Building and Plant and Machinery. 5. Business loss of Rs. 1,17,44,006/- consisting entirely of Unabsorbed depreciation has been allowed to be carried forward to subsequent years by the Learned Assessing Officer. The Company had computed Unabsorbed depreciation of Rs. 1,05,13,554/-.

The Company has filed an appeal against the above Notice to the Commissioner of Income Tax (Appeals), inter alia, stating as follows: i) The Learned Assessing Officer has erred in treating revenue expenses mentioned in item no. 1 above as Capital Expenditure, ii) The Learned Assessing Officer has erred in disallowing expenses as mentioned in item no. 2 incurred wholly and exclusively for business purposes and are incidental thereto,

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iii) The Learned Assessing Officer has erred in disallowing gratuity expenses as mentioned in item no. 3 as this is actual payment made to an employee of the Company as full and final settlement of his claim as per provisions of Section 43B of the I.T. Act. iv) The Learned Assessing Officer has erred in computing the allowable depreciation as Rs. 25,499,392/- instead of Rs. 27,333,406/- while computing the income of the Company as mentioned in item no. 4. Further the sale proceeds have already been reduced from the Block of Building and thereafter depreciation has been calculated. v) The Learned Assessing Officer has erred in reallocating the sale proceeds of Building between Building and Plant and Machinery. Current Status: The above Appeal is pending before the Commissioner of Income Tax (Appeals). Amount Involved : Since after the above disallowances, our Company has a loss as computed under the I.T. Act, the Learned Assessing Officer has not imposed any interest and/or penalty and hence, adverse order in the above matter shall have no financial impact on our Company.

iv) Notices Issued Our Company has not issued any notice against any entity. v) Criminal cases There are no criminal cases filed against our Company. v) Criminal cases There are no criminal cases filed by our Company. C. AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS Our Company does not owe any amounts to any small scale undertaking. D. CASES INVOLVING OUR DIRECTORS There are no outstanding litigations filed by or against any of our Directors. E. DETAILS OF PAST PENALTIES IMPOSED ON OUR COMPANY OR ANY OF OUR DIRECTORS. There have been no instances in the past of any penalties that has been imposed on our Company or our Directors by any statutory authorities. F. CASES FILED BY OR AGAINST OUR PROMOTERS There have been no cases filed by or against any of our Promoters. G. CASES FILED BY OR AGAINST OUR SUBSIDIARIES i) Infinity BPO Service Pvt. Ltd. Cases filed by or against Infinity BPO Service Pvt. Ltd.

• Notice under Section 143(2) of the Income Tax Act, 1961 dated September 24, 2007

Facts: In respect of the Financial Year 2005-06 pertaining to Assessment year 2006-07, the company has filed its Return of Income Tax computing ‘Nil’ tax payable. However, the Learned Assessing Officer issued a notice under Section 143(2) of the I.T. Act dated September 24, 2007 requesting the representative of the Company to attend before him on November 13, 2007 and furnish certain information in relation to the said return of the Income Tax.

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• Notice under Section 143(2) of the Income Tax Act, 1961 dated October 30, 2006

Facts: In respect of the Financial Year 2004-05 pertaining to Assessment year 2005-06, the company has filed its Return of Income Tax computing ‘Nil’ tax payable. However, the Learned Assessing Officer issued a notice under Section 143(2) of the I.T. Act dated October 30, 2006 requesting the representative of the Company to attend before him and furnish certain information in relation to the said return of the Income Tax. Company representative attended the matter and furnished the required information. The order is pending.

ii) Infinity Townships Pvt. Ltd. Cases filed by or against Infinity Townships Pvt. Ltd. Nil H. CASES FILED BY OR AGAINST COMPANIES FORMING PART OF THE GROUP COMPANIES There are no litigation filed by or against any of the companies forming part of the Group Companies. I. PAST CASES INVOLVING COMPANIES FORMING PART OF OUR GROUP COMPANIES . There are no cases involving any of our Promoters or any of the companies forming part of the Group Companies which involve a violation of any statutory regulations, criminal offence or in which penalties have been imposed by the relevant authorities. J. DETAILS OF PAST PENALTIES IMPOSED ON COMPANIES FORMING PART OF OUR GROUP COMPANIES There have been no instances in the past of any penalties that has been imposed on any company forming part of our Group Companies by any statutory authorities. K. MATERIAL DEVELOPMENTS There have been no material developments, since the date of the last balance sheet otherwise than as disclosed in the section 'Management's Discussion and Analysis Of Financial Condition And Results Of Operations' on page 140.

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GOVERNMENT AND OTHER APPROVALS

Approvals for the Offer

1. The Board of Directors at its meeting held on June 28, 2007 has authorised the Offer. 2. The Shareholders have also authorised the Offer by a special resolution, passed at the AGM of our Company held

on September 05, 2007. We have applied to the RBI by application dated November 29, 2007 seeking clarification that FIIs may be permitted to participate in this Offer. We have sought a confirmation from the DIPP vide our letter dated September 17, 2007 on FIIs being permitted to participate in the Offer under the portfolio scheme. Approval for our Business

A. Industrial/Labour/Tax

1. Letter granting Separate sub-code no. for separate Compliance in respect of our Company dated January 21, 2003 bearing registration no. R-NE/WB/33893-A/C.C. – III/803 issued by the Office of the Regional Provident Fund Commissioner, Regional Office, DK Block, Sector II, Salt Lake City, Kolkata 700 091 under the Employees’ Provident Fund & Miscellaneous Provisions Act, 1952 and the Scheme framed thereunder.

2. Certificate of Registration dated July 21, 2000 certifying our Company to be an employer under the West Bengal

State Tax on Professions, Trades, Callings and Employments Act, 1979 (West Ben. Act VI of 1979) bearing registration no. RCE0030589.

3. Certificate of Enrolment dated July 21, 2000 certifying that our Company owns/operates I.T. Infrastructure and has

been enrolled under the West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979 (West Ben. Act VI of 1979) bearing registration no. ECE0004731.

4. Certificate of Registration dated January 17, 2005 granting the registration to our Company for Building

Infrastruture for IT and ITes u/s 7(5) of the Contract Labour (Regulation & Abolition) Act, 1970 bearing registration no. R-00I/2005/LCN for A-3, Block – GP, Sector V, Salt Lake, Kolkata - 700091.

5. Certificate of Registration dated September 21, 2005 granting the registration to our Company for Building

Infrastruture for IT and ITes relating to (i) Plot No. G – 1, Block – EP & GP, Sector V (ii) Plot No. A-3, Block – GP, Sector V, Salt Lake, Kolkata - 700091 u/s 7(5) of the Contract Labour (Regulation & Abolition) Act, 1970 bearing registration no. R-020/2005/LCN.

6. Form ‘D’ dated January 10, 2007 from the Finance Controller & Company Secretary of our Company to The

Welfare Commissioner, West Bengal under Rule 5 of the West Bengal Labour Welfare Fund Rules, 1976 furnishing relevant particulars of employees in relation to our Company as a ‘Commercial Establishment’ and original receipt of West Bengal Labour Welfare Board dated January 10, 2007 certifying the receipt of cheque no. 690844 for the amount of Rs. 387 from our Company bearing receipt no. 233738.

7. A Certificate of Registration dated August 29, 2006, granted u/s 7(3) of the Building & other Construction

Worker’s (Regulation of Employment and Conditions of Service) Act, 1996 to our Company subject to conditions laid down in the Annexure thereto. This document bears the registration no. K/North/BOCW/Rn 00005.

8. Certificate of Enlistment for the Year 2006-2007 ending on March 31, 2007, granted under Section 119 of the West

Bengal Municipality Act, 1993 to our Company dated 27/03/07 bearing certificate no. 0028 in respect of trade or calling of space with various infrastructure facilities provider issued by Bidhannagar Municipality. It is to be noted that the renewal application for the same for the year 2007-2008 has been made on October 04, 2007 by our Company to Nabadiganta Industrial Township Authority.

9. Application for Registration of our Company under the West Bengal Shops & Establishments Act, 1963 as

prescribed under Rule 4(2) and 4(3) of the West Bengal Shops & Establishments Rules, 1964. This document is dated February 01, 2002 and Registration Certificate certifying that our Company has been registered as commercial under the West Bengal Shops & Establishments Act, 1963 dated July 24, 1996 bearing registration no. 2418/BNG (E)/PII/437. This has been renewed upto July 23, 2008.

10. Certificate of Registration u/s. 69 of the Finance Act, 1994 (32 of 1994) dated June 06, 2007, the taxable service

being ‘Maintenance or Repair Service and Renting of Immovable Property services’ certifying that our Company has undertaken to comply with the conditions prescribed in Chapter V of the Finance Act, 1994 read with the

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Service Tax Rules, 1994 and any order issued thereunder is certified to have been registered with the Central Excise Department. This document bears the Service Tax Code (Registration No.) AABCI0692JST001.

11. Permanent Account Number (No.AABCI0692J) card dated December 13, 1991 issued by the Chief Commissioner

of the Income Tax Dept., Govt. of India to our Company. 12. Allotment of Tax Deduction Account Number (TAN – CALI01604B) as per the Income Tax Act, 1961 to our

Company dated March 10, 2004, Ref No. 725010028/TAN/1506. 13. NOC dated August 13, 2006 bearing memo no. A0053/D.G./20 given to our Company for installation of Diesel

Generator set at Plot A3, Block GP, Sector V, Salt Lake City, Kolkata. 14. Certificate of Importer-Exporter Code (IEC) issued in favour of our Company bearing IEC No. 0203000030 issued

on April 01, 2003 and updated on January 04, 2006 issued by Ministry of Commerce, Government of India. 15. Our Company has been allotted a Sales Tax Deducted at Source No. being 510465 issued under Section 40 of the

West Bengal Value Added Tax Act, 2003.

16. Approval Letter dated September 25, 2006 issued by Director, Government of India, Ministry of Commerce & Industry, Department of Industrial Policy & Promotion, Secretariat for Industrial Assistance, Infrastructure Development Cell to our Company for Industrial Park Application under Industrial Park Scheme 2002, notified by the Department vide S.O No. 354 (E) dated April 01, 2002 bearing SIA Registration No. 90/SIA/IP/2006 dated August 29, 2006.

B. Licenses and Approvals for our Projects

In the course of our business we require certain approvals for developing and constructing projects which include:

1. No objection certificate issued by the Airport Authority of India with relation to the proposed structure. 2. Clearance from the West Bengal Fire & Emergency Services. 3. Air & Water Pollution clearances from the West Bengal State Pollution Control Board. 4. Sanctions of the relevant building plans from the Bidhannagar Municipality for the proposed construction at

various stages.

Some of the important approvals received by us in relation to our on-going projects are as follows:

Sr. No.

Name of the Project

Approvals Valid upto

1. Infinity Tower A-3, Block EP-GP (completed project)

1. NOC dated 1.09.03 bearing Reference no. AAI/NAD/ER/NOC (164)/311-312 from the Airport Authority of India.

2. NOC dated 15.01.07 bearing Ref. no.

WBFES/190/Cal-B/158/06(172) from Director, WB Fire & Emergency Services.

3. NOC dated 17.03.97 bearing Ref No. 1733662/WPB-

NOC/96-97 from West Bengal Pollution Control Board.

4. Go ahead sanction bearing Memo no. 3142/BM (P)

dated 10.06.97 from Bidhannagar Municipality.

5. Completion certificate dated 10.07.02 bearing memo no. 2706(3)BM(P) for Tower I (ground floor – 11th floor) and Tower II (basement – 3rd floor).

6. Completion certificate dated 02.04.04 bearing memo

no. 1193(3)BM(P) for Tower II (4th floor – 10th floor).

7. Completion certificate dated 18.03.05 bearing memo no. 887(3)BM)(P) for Tower II (11th & 12th floor)

8. Completion certificate dated 22.06.05 bearing memo

no. 2144(3)BM(P) for Tower II (13th floor – 15th

N.A.

January 14, 2008

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

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Sr. No.

Name of the Project

Approvals Valid upto

floor)

9. Completion certificate dated 27.03.06 bearing memo no. 851(3)BM(P) for Tower II 16th floor.

N.A.

2. Godrej Waterside IT Project (Plot No. DP – 5)

1. NOC dated 26.10.05 bearing Ref No. AAI/20012/1199/2004-ARI (NOC) from the Airport Authority of India.

2. Provisional NOC dated 07.03.06 bearing Ref No.

WBFES/1316/Bidhan-IT/313/04(365/04) from Director, WB Fire & Emergency Services.

3. NOC dated 07.12.06 bearing Ref No. 896-2N-

04/2006(E) from West Bengal Pollution Control Board.

4. Building Plan sanctioned by the Bidhannnagar

Municipality for LB+UB+G+18 storied building vide letter no. 2164/BM(P), dated 13.10.07

October 25, 2008 Not mentioned. January 31, 2011 Not mentioned

3. Guwahati Mall Project

1. NOC dated 20.09.07 bearing Memo No. GMDA/BP/2633/2005/129 from Guwahati Metropolitan Development Authority under GMDA Act, 1985.

2. NOC for revised plan dated 20.09.07 bearing Memo No. GMDA/BP/2633/2005/129 from Guwahati Metropolitan Development Authority under GMDA Act, 1985

Not mentioned.

4. Infinity BPO Services Pvt. Ltd. (Salt Lake) (Plot No. DN – 51)

1. NOC dated 21.07.05 bearing Ref No. AAI/20012/552/2005-ARI (NOC) from Airport Authority of India.

2. Provisional NOC dated 23.12.05 bearing Ref No.

WBFES/9488/Bidhan-IT/113/05 (122/05) from Director, WB Fire & Emergency Services.

3. NOC dated 07.12.06 bearing Ref No. 899-2N-

337/2005 from West Bengal Pollution Control Board. 4. Provisional go ahead order for pile boring dated

04.01.06 bearing Ref No. 36/BM (P) from Bidhannagar Municipality.

July 20, 2008. Not mentioned. December 31, 2010 Not mentioned.

5. BNKe Project (Plot No. E2 – 2/1, Block GP)

1. NOC dated 01.08.05 bearing Ref No. AAI/20012/603/2005-ARI (NOC) from Airport Authority of India.

2. Provisional NOC dated 06.01.06 bearing Ref No.

WBFES/79/Bidhan-IT/103/04(118/04) from Director General WB Fire & Emergency Services.

3. NOC dated 12.12.06 bearing Ref No. 908-2N-

25/2006(E) from WB Pollution Control Board.

July 31, 2008 Not mentioned February 28, 2011

66. Infinity Benchmark Project (Salt Lake) (Plot No. G 1, Block GP)

1. NOC dated 26.10.05 bearing Ref No. AAI/20012/1235/2004-ARI (NOC) from Airport Authority of India.

2. NOC dated 06.07.04 bearing Ref No.

WBFES/5340/Bidhan-CB/52/04(65/04) from Director General WB Fire & Emergency Services.

October 25, 2008 Not mentioned.

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Sr. No.

Name of the Project

Approvals Valid upto

3. NOC dated 07.12.06 bearing Ref No. 897-2N-

338/2005 from WB Pollution Control Board.

4. Sanction of Building Plan no. VI BM/316 dated 14.07.06 and sanction Ltr. No.1688/BM(P) dt.18.7.2006 by Bidhannagar Municipality.

December 31, 2010 . Not mentioned

7. Magnacon Electricals India Ltd. (Salt Lake City) (Plot No. BN – 5)

1. NOC dated 21.07.05 bearing Ref No. AAI/20012/551/2005-ARI (NOC) from Airport Authority of India.

2. Provisional NOC dated 11.05.06 bearing Ref No.

WBFES/6174/Bidhan-IT/365/05(397/05) from Director WB Fire & Emergency Services.

3. NOC dated 12.12.06 bearing Ref No. 909-2N-

24/2006(E) from WB Pollution Control Board.

July 20, 2008. Not mentioned February 28, 2011.

E. Pending Approvals :

1. Infinity BPO Services Pvt. Ltd, Salt Lake, Plot No. DN – 51:

a. Submission of Building Plan dated June 15, 2005 bearing receipt no. 17636 for the construction of B+G+VII and a revised plan dated 22.02.06 bearing receipt no. 3780 for the construction of B+G+XVIII to the Chairman, Bidhannagar Municipality. Reminder was sent to the Chairman, Bidhannagar Muncipality for expeditious approval of the plan on September 18, 2006. Further reminder was sent to the Chairman, Bidhannagar Muncipality on March 08, 2007.

b. Government of West Bengal, Urban Development Department vide letter no. 3535-SL (WR) 2L 1/86

dated October 09, 2007 has informed IBPO that their proposal for change of land use for setting up IT/ITES infrastructure from its original purpose for which the land was allotted is made active. IBPO is requested to deposit permission fee for change of land use and to submit the receipt challan to the Exe`cutive Engineer and a copy thereof to the UD Department and thereafter the matter will be processed.

2. Infinity BNKe Project : Submission of Building Plan dated 05.11.05 bearing receipt no. 0466 for the construction of

B+G+18. Reminder was sent on September 18, 2006 to the Chairman, Bidhannagar Municipality for expeditious approval of the plan. Further reminder was sent to the Chairman, Bidhannagar Muncipality on March 08, 2007.

3. Magnacon Electricals (India) Ltd., Salt Lake City, Plot No. BN – 5: Submission of Building Plan dated February

17, 2006 bearing receipt no. 3561 and submitted a revised plan on 23.03.06 bearing receipt no. 4789 for construction of B+G+19. Thereafter, on June 22, 2006 we submitted a further revised plan of B+G+19 storeyes on which the sanction is now being awaited. Reminder was sent to the Chairman of the Bidhannagar Municipality on September 18, 2006 for expeditious approval of the plan. Further reminder was sent to the Chairman, Bidhannagar Muncipality on March 08, 2007.

4. KITP SEZ: Kolkata IT SEZ Private has filed an application on September 17, 2007 with the Ministry of Commerce

& Industry, Dept. of Commerce for Co-Developer status for developing an IT/ITES office infrastructure facility at the Specific Special Economic Zone (SEZ) at 24, Parganas (South), West Bengal notified by Notification No. S. O. 1269 (E) dated August 08, 2006,

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SECTION VII - OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer a) The Company Our Board of Directors at its meeting held on June 28, 2007, authorised the Offer, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. Our shareholders have authorised the Offer vide a special resolution adopted pursuant to Section 81 (1A) of the Companies Act, passed at the Annual General Meeting held on September 05, 2007. b) The Selling Shareholder The Board of Directors of the Selling Shareholder Globsyn Innoventures Pvt. Ltd. in their Board Meeting have authorised the Offer for Sale vide resolution dated August 27, 2007. Prohibition by SEBI Our Company, our Promoters, our Directors or the Selling Shareholder, our Subsidiaries, our Group Companies or any of our Companies promoted by our Promoters, Directors or the person(s) in control of our Promoters, companies with which our Directors are associated with as directors or promoters, have not been prohibited from accessing or operating in the capital markets under any order or direction passed by SEBI. Further, our Directors, our Promoters and Group Companies have not been detained as wilfull defaulters by RBI or any other government authorities and there are no proceedings relating to violations of securities laws pending against them and there are no violations of securities laws committed by them in the past. Eligibility for the Offer We are eligible for the Offer as per Clause 2.2.2 of the SEBI Guidelines as explained under Clause 2.2.2 of the SEBI Guidelines states as follows: “2.2.2 An unlisted company not complying with any of the conditions specified in Clause 2.2.1 may make an initial public offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later date, only if it meets both the conditions (a) and (b) given below:

(a) (i) The Offer is made through the book-building process, with at least 50% of theNet Offer to the Public

being allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded. OR

(a)(ii) The “project” has at least 15% participation by Financial Institutions/ Scheduled Commercial Banks, of

which at least 10% comes from the appraiser(s). In addition to this, at least 10% of the Offer size shall be allotted to QIBs, failing which the full subscription monies shall be refunded AND

(b) (i) The minimum post-Offer face value capital of the company shall be Rs. 10 crores.

OR

(b) (ii) There shall be a compulsory market-making for at least 2 years from the date of listing of the shares,

subject to the following:

(a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300 shares; (b) Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and

purchase) for their quotes shall not at any time exceed 10%; (c) The inventory of the market makers on each of such stock exchanges, as of the date of allotment of

securities, shall be at least 5% of the proposed Offer of the company.)” We are an unlisted company not complying with the conditions specified in Clause 2.2.1 of the SEBI Guidelines and are therefore required to meet both the conditions detailed in clause 2.2.2(a) and clause 2.2.2(b) of the SEBI Guidelines.

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• We are complying with Clause 2.2.2(a)(i) of the SEBI Guidelines and at least 50% of the Net Offer to the Public will be allotted to QIBs and in the event we fail to do so, the full subscription monies shall be refunded to the Bidders.

• We are complying with the first proviso to Clause 11.3.5 (i) of the SEBI Guidelines and Non-Institutional Bidders

and Retail Individual Bidders will be allocated up to 10% and 30% of the Net Offer to the Public respectively.

• We are also complying with Clause 2.2.2 (b) (i) of the SEBI Guidelines and the Post-Offer face value capital of the Company shall be Rs. 240.00 million, which is more than the minimum requirement of Rs. 10 crore (Rs. 100 million).

Hence, we are eligible for the Offer under Clause 2.2.2 of the SEBI Guidelines. Further, in accordance with Clause 2.2.2A of the SEBI Guidelines, we shall ensure that the number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000.

Disclaimer Clause AS REQUIRED, A COPY OF THIS DRAFT RED HERRING PROSPECTUS HAS BEEN SUBMITTED TO SEBI. IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, IL&FS INVESTSMART SECURITIES LTD., ANAND RATHI SECURITIES LTD. AND AVENDUS CAPITAL PVT. LTD. HAS CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AS FOR THE TIME BEING IN FORCE. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE OUR COMPANY IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT OUR COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS, IL&FS INVESTSMART SECURITIES LTD., ANAND RATHI SECURITIES LTD. AND AVENDUS CAPITAL PVT. LTD. HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED DECEMBER 24, 2007 IN ACCORDANCE WITH THE SEBI (MERCHANT BANKERS) REGULATIONS, 1992, WHICH READS AS FOLLOWS:

1. “WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS ETC. AND OTHER MATERIALS MORE PARTICULARLY REFERRED TO IN THE ANNEXURE IN CONNECTION WITH THE FINALISATION OF THIS DRAFT RED HERRING PROSPECTUS PERTAINING TO THE SAID OFFER.

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER, PROJECTED PROFITABILITY, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY, WE CONFIRM THAT:

a. THIS DRAFT RED HERRING PROSPECTUS FORWARDED TO SEBI IS IN CONFORMITY

WITH THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE OFFER; b. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID OFFER AS ALSO THE

GUIDELINES, INSTRUCTIONS, ETC. ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND

c. THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE TRUE, FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE INVESTMENT IN THE PROPOSED OFFER AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, 1956, THE SEBI (DISCLOSURE AND INVESTOR PROTECTION) GUIDELINES, 2000 AND OTHER APPLICABLE LEGAL REQUIREMENTS

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3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THIS DRAFT RED HERRING PROSPECTUS ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS ARE VALID;

4. WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO FULFIL

THEIR UNDERWRITING COMMITMENTS.

5. WE CERTIFY THAT WRITTEN CONSENT FROM THE PROMOTERS HAS BEEN OBTAINED FOR INCLUSION OF THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES PROPOSED TO FORM PART OF THE PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT RED HERRING PROSPECTUS WITH SEBI TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THIS DRAFT RED HERRING PROSPECTUS.

6. WE CERTIFY THAT CLAUSE 4.6 OF THE SEBI (DISCLOSURE AND INVESTOR PROTECTION)

GUIDELINES, 2000, WHICH RELATES TO SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE WITH THE CLAUSE HAVE BEEN MADE IN THE DRAFT PROSPECTUS.

7. WE UNDERTAKE THAT CLAUSES 4.9.1, 4.9.2, 4.9.3 AND 4.9.4 OF THE SEBI (DISCLOSURE AND

INVESTOR PROTECTION) GUIDELINES, 2000 SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION AND SUBSCRIPTION FROM ALL FIRM ALLOTTEES WOULD BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE.

8. WHERE THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION IS NOT APPLICABLE TO THE

OFFERER, WE CERTIFY THE REQUIREMENTS OF PROMOTERS’ CONTRIBUTION UNDER CLAUSE 4.10 {SUB-CLAUSE (A), (B) OR (C), AS MAY BE APPLICABLE} ARE NOT APPLICABLE TO THE OFFERER.

9. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE OFFERER FOR WHICH THE FUNDS

ARE BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE OFFERER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

10. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE

MONEYS RECEIVED PURSUANT TO THE OFFER ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER THE PROVISIONS OF SECTION 73(3) OF THE COMPANIES ACT, 1956 AND THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED FROM ALL THE STOCK EXCHANGES MENTIONED IN THE PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT TO BE ENTERED INTO BETWEEN THE BANKERS TO THE OFFER AND THE OFFERER SPECIFICALLY WILL CONTAIN THIS CONDITION.

11. WE CERTIFY THAT NO PAYMENT IN THE NATURE OF DISCOUNT, COMMISSION, ALLOWANCE

OR OTHERWISE SHALL BE MADE BY THE OFFERER OR THE PROMOTERS, DIRECTLY OR INDIRECTLY, TO ANY PERSON WHO RECEIVES SECURITIES BY WAY OF FIRM ALLOTMENT IN THE OFFER.

12. WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN DEMAT OR PHYSICAL MODE.

13. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED

HERRING PROSPECTUS:

a. AN UNDERTAKING FROM THE OFFERER THAT AT ANY GIVEN TIME THERE SHALL BE ONLY ONE DENOMINATION FOR THE SHARES OF THE COMPANY AND

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b. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND ACCOUNTING NORMS SPECIFIED BY THE SEBI FROM TIME TO TIME.”

ALL LEGAL REQUIREMENTS PERTAINING TO THE OFFER WILL BE COMPLIED WITH AT THE TIME OF FILING OF THE RED HERRING PROSPECTUS WITH THE REGISTRAR OF COMPANIES, WEST BENGAL IN TERMS OF SECTIONS 56, SECTION 60 AND SECTION 60B OF THE COMPANIES ACT, 1956. THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES IN THE NATURE OF LIABILITIES UNDER SECTION 63 AND SECTION 68 OF THE COMPANIES ACT, 1956 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS. General Disclaimer Investors that bid in the Offer will be required to confirm and will be deemed to have represented to our Company, the Selling Shareholder and the BRLMs & the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares. Our Company, the Selling Shareholder, BRLMs and the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares. Our Company, Selling Shareholder, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in any advertisements or any other material issued by or at instance of the above mentioned entities and anyone placing reliance on any other source of information, including our website, www.infinityitpark.com, would be doing so at his or her own risk. The BRLMs accept no responsibility, save to the limited extent as provided in the Memorandum of Understanding entered into among the BRLMs, our Company and the Selling Shareholder dated November 30, 2007 and the Underwriting Agreement to be entered into among the Underwriters, our Company and the Selling Shareholder. All information shall be made available by our Company, Selling Shareholder and the BRLMs to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner whatsoever including at road show presentations, in research or sales reports or at Bidding centres or elsewhere. Our Company, the Selling Shareholder nor the Syndicate shall not be liable to the Bidders for any failure in downloading the Bids due to faults in any software/hardware system or otherwise. Disclaimer in Respect of Jurisdiction This Offer is being made in India to Persons resident in India (including Indian nationals resident in India), who are majors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), or trusts under the applicable trust law and who are authorised under their constitution to hold and invest in shares, permitted insurance companies and pension funds and to permitted non residents including FIIs and NRIs. This Draft Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby in any other jurisdiction to any Person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any Person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or herself about and to observe, any such restrictions. Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in Kolkata, India only. No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for observations. Accordingly, the Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent to this date. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act), except pursuant

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to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act. The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Disclaimer Clause of the BSE As required, a copy of this Draft Red Herring Prospectus has been submitted to the BSE. The BSE has vide its letter dated [●], given permission to our Company to use the BSE’s name in this Draft Red Herring Prospectus as one of the stock exchanges on which our Company’s securities are proposed to be listed. The BSE has scrutinised this Draft Red Herring Prospectus for its limited internal purpose of deciding whether to grant such permission to our Company. The BSE does not in any manner: (i) warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring

Prospectus; or (ii) warrant that our Company’s securities will be listed or will continue to be listed on the BSE; or (iii) take any responsibility for the financial or other soundness of our Company, its Promoters, its management or any

scheme or project of our Company, and it should not for any reason be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE. Every person who desires to apply for, or otherwise acquires, any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to, or in connection with, such subscription / acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever.

Disclaimer Clause of the NSE As required, a copy of this Draft Red Herring Prospectus has been submitted to the NSE. The NSE has vide its letter dated [●], given permission to our Company to use the NSE’s name in this Draft Red Herring Prospectus as one of the stock exchanges on which our Company’s securities are proposed to be listed. The NSE has scrutinised this Draft Red Herring Prospectus for its limited internal purpose of deciding on the matter of granting the aforesaid permission to our Company. It is to be distinctly understood that the aforesaid permission given by the NSE should not in any way be deemed or construed that this Draft Red Herring Prospectus has been cleared or approved by the NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that our Company’s securities will be listed or will continue to be listed on the NSE nor does it take any responsibility for the financial or other soundness of our Company, its Promoters, its management or any scheme or project of our Company. Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the NSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Filing A copy of this Draft Red Herring Prospectus has been filed with SEBI at Corporation Finance Department, SEBI Bhavan, Plot No. C-4A, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051. A copy of the Red Herring Prospectus, along with the documents required to be filed under Section 60B of the Companies Act, will be delivered for registration to the RoC and a copy of the Prospectus required to be filed under Section 60 of the Companies Act will be delivered for registration to the RoC: Registrar of Companies, West Bengal, “Nizam Palace”, 2nd MSO Building, 2nd Floor, 234/4, A.J.C. Bose Road, Kolkata 700 020. Listing The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be lsited on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Applications have been made to the BSE and the NSE for permission to deal in and for an official quotation of our Equity Shares. BSE is the Designated Stock Exchange with which the Basis of Allotment will be finalized.

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If the permission to deal in and for an official quotation of the Equity Shares is not granted by BSE and NSE, our Company and the Selling Shareholder shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Draft Red Herring Prospectus. If such money is not repaid within eight days after our Company and Selling Shareholder becomes liable to repay it (i.e., from the date of refusal or within 15 days from the date of Bid/Offer Closing Date, whichever is earlier), then our Company and every Directors of the Company who is an officer in default and the Selling Shareholder shall, on and from expiry of 8 days, be liable to repay the money, with interest at the rate of 15% per annum on application money, as prescribed under Section 73 of the Companies Act. Our Company with the assistance of the BRLMs shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges mentioned above are taken within seven working days of finalisation of the basis of allotment for the Offer. Consents Consents in writing of: (a) our Directors, our CFO & Company Secretary and Compliance Officer, the Auditors, the Legal Advisors, the Bankers to our Company, and (b) the Book Running Lead Managers, the Syndicate Members, the Escrow Collection Bankers and the Registrar to the Offer to act in their respective capacities, have been obtained and would be filed along with a copy of the Red Herring Prospectus with the RoC as required under Sections 60 and 60B of the Companies Act and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. M/s. R. Kothari & Company, Chartered Accountants, our Statutory Auditors have given their written consent to the inclusion of their Tax Benefits accruing to our Company and it’s members in the form and context in which it appears in this Draft Red Herring Prospectus and such consent and report shall not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. M/s. R. Kothari & Company, Chartered Accountants, our Statutory Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in this Draft Red Herring Prospectus and such consent and report shall not been withdrawn up to the time of delivery of the Red Herring Prospectus for registration with the RoC. Expert Opinion Except as stated above, we have not obtained any expert opinion. Offer Related Expenses The expenses of this Offer includes, among others, underwriting and management fees, selling commission, printing and distribution expenses, legal fees, statutory advertisement expenses and listing fees. The estimated expenses of the Offer are as follows: Activity Expense (Rs. in

Millions)* As a % of Total Offer Expenses*

As a % of Total Offer Size*

Lead management, underwriting and selling commission

[�] [�] [�]

Advertisement & Marketing expenses [�] [�] [�] Printing, stationery including transportation of the same

[�] [�] [�]

IPO Grading Expenses [�] [�] [�] Others (Legal Advisor Fees, Registrar’s Fee etc.)

[�] [�] [�]

Total estimated Offer expenses [�] [�] [�] * Will be incorporated after finalisation of Offer Price Fees Payable to the Book Running Lead Managers and Syndicate Members The total fees payable to the Book Running Lead Managers and Syndicate Members (including underwriting commission and selling commission) will be as stated in the Engagement Letter entered into between the BRLMs and our Company and the MoU signed among the BRLMs, our Company and the Selling Shareholder, a copy of which is available for inspection at the Registered Office of our Company. Fees Payable to the Registrar to the Offer The fees payable to the Registrar to the Offer for processing of application, data entry, printing of CAN/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the Memorandum of

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Understanding signed among the Registrar, our Company and the Selling Shareholder dated November 30, 2007, a copy of which is available for inspection at the Registered Office of our Company. The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable them to send refund orders or allotment advice by registered post/speed post/under certificate of posting. Fees Payable to Others The total fees payable to the Legal Advisor, Auditor etc. will be as per the terms of their respective engagement letters. Particulars regarding Public or Rights during the Last Five Years Our Company has not made any previous rights and public issues in India or abroad in the five years preceding the date of this Draft Red Herring Prospectus. Underwriting commission, brokerage and selling commission on Previous Issues Since this is an initial public offer of our Company, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since our inception. Previous issues of shares otherwise than for cash Except as stated in the section entitled “Capital Structure” on page 17 of this Draft Red Herring Prospectus of this Draft Red Herring Prospectus, the Company has not issued any Equity Shares for consideration otherwise than cash. Companies Under The Same Management Our Company do not have any other Company under the same management within the meaning of Section 370 (1B) of the Companies Act, 1956 which had made any capital issue during the last three years. Promise v/s Performance Our Company nor any Group or associate companies have made any previous rights and public issues. Listed Ventures of Promoters Our Promoters do not have any listed ventures. Outstanding Debentures, Bonds or Preference Shares Our Company does not have any outstanding debentures, bonds or Preference Shares. Option to Subscribe Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in Dematerialized Form only. Stock Market Data for Our Equity Shares This being an initial public Offer of our Company, the Equity Shares of our Company are not listed on any stock exchange. Mechanism for Redressal Of Investor Grievances The Memorandum of Understanding between the Registrar to the Offer, the Selling Shareholder and our Company will provide for retention of records with the Registrar to the Offer for a period of at least one year from the last date of despatch of the letters of allotment, demat credit and refund orders to enable the investors to approach the Registrar to the Offer for redressal of their grievances. All grievances relating to the Offer may be addressed to the Registrar to the Offer, giving full details such as name, address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or collection centre where the application was submitted.

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Disposal of Investor Grievances Our Company and the Selling Shareholder estimate that the average time required by us or the Registrar to the Offer to address routine investor grievances shall be seven days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we will seek to redress these complaints as expeditiously as possible. We have appointed Mr. N. K. Chandak, CFO & Company Secretary as the Compliance Officer for this Offer and he may be contacted in case of any pre-Offer or post-Offer-related problems. He can be contacted at the following address: Mr. N. K. Chandak CFO & Company Secretary ‘INFINITY’ Plot A3, Block GP, Sector V, Salt Lake Kolkata 700 091 Tel No: +91 33 2357 3686 Fax: +91 33 2357 3687 E-mail: ipo@infinityitpark.com Change in Statutory Auditors There have been no changes in the in the auditors of our Company during the last three years. Capitalization of Reserves Or Profits Our Company have not capitalized its reserves or profits during the last five years, except as stated in the section titled “Capital Structure” on page 17 of this Draft Red Herring Prospectus. Revaluation of Assets Our Company has not revalued our assets during the last five years.

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SECTION VIII – OFFER INFORMATION

TERMS OF THE OFFER The Equity Shares being offered are subject to the provisions of the Companies Act, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, the Bid cum Application Form, the Revision Form, the CAN and other terms and conditions as may be incorporated in the allotment advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, notifications and regulations relating to the Offer of capital and listing and trading of securities issued from time to time by SEBI, the Government of India, Stock Exchanges, the Reserve Bank of India, ROC and/or other authorities, as in force on the date of the Offer and to the extent applicable. Authority for the Offer A) The Company Our Board of Directors at its meeting held on June 28, 2007, authorised the Offer, subject to the approval of the shareholders of our Company under Section 81 (1A) of the Companies Act. Our shareholders have authorised the Offer vide a special resolution adopted pursuant to Section 81 (1A) of the Companies Act, passed at the Annual General Meeting held on September 05, 2007. B) The Selling Shareholder The Board of Directors of the Selling Shareholder Globsyn Innoventures Pvt. Ltd. in their Board Meeting have authorised the Offer for Sale vide resolution dated August 27, 2007. Ranking of Equity Shares The Equity Shares being offered shall be subject to the provisions of the Companies Act and our Memorandum and the Articles of Association and shall rank pari passu in all respects with our existing Equity Shares, including rights in respect of dividends. The Allottees in receipt of Allotment of Equity Shares under this Offer will be entitled to dividends and other corporate benefits, if any declared by the Company after the date of Allotment. Mode of payment of Dividend Our Company shall pay dividend to our shareholders as per the provisions of the Companies Act, 1956. Face Value and Offer Price The Equity Shares with a face value of Rs. 10/- each are being offered in terms of this Draft Red Herring Prospectus at a price band of Rs. [�] to Rs. [�] per Equity Share. At any given point of time there shall be only one denomination for the Equity Shares. The face value of the shares is Rs. 10/- each and the Floor Price is [�] times of the face value and the Cap Price is [�] times of the face value. Compliance with SEBI Guidelines Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. Rights of the Equity Shareholder Subject to applicable laws, the Equity Shareholders shall have the following rights: • Right to receive dividend, if declared; • Right to attend general meetings and exercise voting powers, unless prohibited by law; • Right to vote on a poll either in person or by proxy; • Right to receive offers for rights shares and be allotted bonus shares, if announced; • Right to receive surplus on liquidation; • Right of free transferability; and • Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, 1956, the

terms of the listing agreement executed with the Stock Exchanges, and our Memorandum and Articles. For a detailed description of the main provisions of our Articles relating to, among other things, voting rights, dividend, forfeiture and lien, transfer and transmission, see the section titled “Main Provisions of the Articles of Association” on page 206 of this Draft Red Herring Prospectus.

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Market Lot and Trading Lot In terms of Section 68B of the Companies Act, the Equity Shares shall be allotted only in dematerialised form. As per the existing SEBI Guidelines, trading in Equity Shares shall only be in dematerialised form for all investors. Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment through this Offer will be done only in electronic form in multiples of one Equity Share subject to a minimum allotment of [�] Equity Shares. Nomination Facility To The Investor In accordance with Section 109A of the Companies Act, the sole or first Bidder, along with other joint Bidder(s), may nominate any one Person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares allotted, if any, shall vest. A Person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall have the same rights to which he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any Person to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale/transfer/ alienation of Equity Share(s) by the Person nominating. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the Registered Office of our Company or at the Registrar and Transfer Agents of our Company. In the nature of the rights stated in Section 109B of the Companies Act, any person who becomes a nominee in the manner stated above, shall upon the production of such evidence as may be required by the Board of Directors, elect either:

• to register himself or herself as the holder of the Equity Shares; or • to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board of Directors may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with, within a period of 90 days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Notwithstanding anything stated above, since the allotment in the Offer will be made only in dematerialised mode, there is no need to make a separate nomination with our Company. Nominations registered with the respective depository participant of the applicant would prevail. If the investors require to change the nomination, they are requested to inform their respective depository participant. Minimum Subscription If our Company does not receive the minimum subscription of 90% of the Fresh Offer to the public to the extent of the amount payable on application, including devolvement on Underwriters, if any, within 60 days from the Bid Closing Date, we shall forthwith refund the entire subscription amount received. If there is a delay beyond eight days after we become liable to pay the amount (i.e., 60 days from the Bid Closing Date), we shall pay interest prescribed under Section 73 of the Companies Act. The requirement of minimum subscription is not applicable to the Offer for Sale.Further in terms of Clause 2.2.2A of the SEBI Guidelines, our Compny shall ensure that the number of prospective allotees to whom Equity Shares will be allotted will be not less than 1000. In the event we are not able to allot at least 60% of the Net Offer to QIBs, we shall refund the entire application money. In case of under-subscription in the Offer, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale Jurisdiction Exclusive jurisdiction for the purpose of this Offer is with competent courts/authorities in Kolkata, India. Application in Offer Equity Shares being Offerd through this Draft Red Herring Prospectus can be applied for in the dematerialized form only. Withdrawal of the Offer Our Company, in consultation with the BRLMs reserve the right not to proceed with the Offer at anytime including after the Bid Closing Date but before Allotment, without assigning any reason thereof. Arrangement for Disposal of Odd Lots Since the market lot of our Equity Shares will be one, no arrangements for disposal of odd lots are required.

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OFFER STRUCTURE Public Offer of 4,500,000* Equity Shares of face value of Rs. 10/- each for cash at a price of Rs. [�] per Equity Share (including a share premium of Rs. [�]/- per Equity Share) aggregating to Rs. [�] million (“offer”), comprising of a Fresh Issue of 4,000,000 shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] (“Fresh Issue”) and an Offer for Sale of 500,000 Equity Shares of Rs. 10/- each at a price of Rs. [�] for cash aggregating to Rs. [�] by the Selling Shareholder (“Offer for Sale”), by Infinity Infotech Parks Limited (“IIPL”, “our Company”). The Offer comprises Net Offer to the public of 4,475,000 Equity Shares at a price of Rs. [�] per Equity Share (”the Net Offer”) and a reservation of upto 25,000 Equity Shares at a price of Rs. [�] per Equity Share for the permanent Employees of our Company (including a share premium of Rs. [�] per Equity Share) (‘the Employee Reservation Portion”). The Offer will constitute 18.75% of the fully diluted Post Offer paid up capital of our Company. *Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public. Our Company undertakes that the Offer to the public shall not be less than 10% of the total Post Offer paid up capital of our Company. The Offer is being made through a 100% Book Building Process.

Particulars Eligible Employees

QIBs Non-Institutional Bidders

Retail Individual Bidders

Number of Equity Shares*

Up to 25,000 Equity Shares

Atleast 2,685,000 Equity Shares

Upto 447,500 Equity Shares or Net Offer less allocation to QIBs and Retail Individual Bidders

Upto 1,342,500 Equity Shares or Net Offer less allocation to QIB Bidders and Non-Institutional Bidders

Percentage Of Offer size available for Allocation

Offer Less Net Offer

Atleast 60% of the Net Offer.

Upto 10% of the Net Offer.

Upto 30% of the Net Offer.

Basis of Allocation if Respective Category is Oversubscribed

Proportionate Proportionate as follows: (a) 134,250 Equity Shares shall be allocated on a proportionate basis to Mutual Funds in the Mutual Fund Portion; (b) 2,550,750 Equity Shares shall be allocated on a proportionate basis to all QIBs including Mutual Funds receiving allocation as per (a) above

Proportionate Proportionate

Minimum Bid [�] Equity Shares Such number of Equity Shares in multiples [�] Equity Shares such that the Bid Amount exceeds Rs. 100,000

Such number of Equity Shares in multiples [�] Equity Shares that the Bid Amount exceeds Rs. 100,000

[�] Equity Shares

Maximum Bid

[�] Equity Shares Such number of Equity Shares in multiples [�] but not exceeding the Net Offer, subject to applicable limits

Such number of Equity Shares in multiples [�] but not exceeding the Net Offer

Such number of Equity Shares in multiples [�] whereby the Bid Amount does not exceed Rs. 100,000

Mode of Compulsorily in Compulsorily in Compulsorily in Compulsorily in

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Allotment dematerialized form

dematerialized form dematerialised form dematerialised form

Bid / Allotment lot

[�] Equity Shares and in multiples on [�] Equity Shares

[�] Equity Shares and in multiples on [�] Equity Shares

[�] Equity Shares and in multiples on [�] Equity Shares

[�] Equity Shares and in multiples on [�] Equity Shares

Trading Lot One Equity Share One Equity Share One Equity Share One Equity Share

Who can Apply** Eligible Employees Public Financial institutions, asspecified in Section 4A of the Companies Act: scheduled commercial banks, Mutual Funds, foreign institutional investors registered with SEBI, and State Industrial Development Corporations, permitted insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with minimum corpus of Rs. 250 million and pension funds with minimum corpus of Rs. 250 million in accordance with applicablelaw

Resident Indian individuals, NRIs, HUF (in the name of Karta), companies, bodies corporate, scientific institutions societies and trusts.

Individuals, including NRIs and HUF (in the name of Karta), such that the Bid Amount does not exceed Rs. 100,000.

Terms of Payment Margin Amount applicable to Employees Bidders shall be payable at the time of submission of Bid cum Application Form to the members of the Syndicate

Margin Amount applicable to QIB Bidders shall be payable at the time of submission of Bid cum Application Form to the members of the Syndicate

Margin Amount applicable to Non -Institutional Bidders shall be payable at the time of submission of Bid cum Application Form to the members of the Syndicate

Margin Amount applicable to Retail Individual Bidders shall be payable at the time of submission of Bid cum Application Form to the members of the Syndicate

Margin Amount Full Bid Amount on bidding.

At least 10% of the Bid Amount on bidding.

Full Bid Amount on bidding.

Full Bid Amount on bidding.

* Subject to valid Bids being received at or above the Offer Price. Undersubscription, if any, in the Non-Institutional and Retail Portion, would be allowed to be met with spillover from any other portions at the discretion of our Company, in consultation with the BRLMs. If at least 60% of the Net Offer cannot be allotted to QIB Bidders, then the entire application money will be refunded. However, if the aggregate demand by Mutual Funds is less than 134,250 Equity Shares (assuming QIB Portion is 60% of the Net Offer size, i.e. 2,685,000 Equity Shares), the balance Equity Shares available for allocation in the Mutual Fund Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders. In the event that the aggregate demand in the QIB Portion has been met, under-subscription, if any, would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, in consultation with the BRLMs. ** In case the Bid cum Application Form is submitted in joint names, the investors should ensure that the demat account is

also held in the same joint names and are in the same sequence in which they appear in the Bid cum Application Form

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*** In case the Bid Cum Application Form is submitted in joint names, the investors should ensure that the demat account is also held in the same joint names and are in the same sequence in which they appear in the Bid Cum Application Form.

Bidding Period/Offer Period

BID/OFFER OPENS ON [�] BID/OFFER CLOSES ON [�]

Bids and any revision in Bids shall be accepted only between 10.00 a.m and 3.00 p.m. (Indian Standard Time) during the Bidding Period as mentioned above at the bidding centers mentioned on the Bid cum Application Form except that on the Bid/Offer Closing Date, Bids shall be accepted only between 10.00 a.m and 1.00 p.m (Indian Standard Time) and uploaded till (i) 5.00 p.m. in case of Bids by QIB Bidders and Non-Institutional Bidders where the Bid Amount is in excess of Rs. 100,000 and (ii) till such time as permitted by the NSE and the BSE, in case of Bids by Retail Individual Bidders, where the Bid Amount is up to Rs. 100,000. Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, the Bidders are advised to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m (Indian Standard Time) on the Bid/Offer Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public offerings, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids that cannot be uploaded will not be considered for allocation under the Offer. Bids will only be accepted on working days, i.e., Monday to Friday (excluding any public holiday). On the Bid/Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading the Bids received by Retail Bidders after taking into account the total number of Bids received upto the closure of timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLMs to the Stock Exchange within half an hour of such closure. Our Company reserves the right to revise the Price Band during the Bidding Period in accordance with SEBI Guidelines. The cap on the Price Band should not be more than 20% of the floor of the Price Band. Subject to compliance with the immediately preceding sentence, the floor of the Price Band can move up or down to the extent of 20% of the floor of the Price Band. In case of revision in the Price Band, the Bidding/Offer Period will be extended for three additional working days after revision of Price Band subject to the Bidding/Offer Period not exceeding 10 working days. Any revision in the Price Band and the revised Bidding/Offer Period, if applicable, will be widely disseminated by notification to the NSE and the BSE, by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate.

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OFFER PROCEDURE Book Building Procedure In terms of Rule 19(2)(b) of the SCRR, this is an Offer for less than 25% of the Post–Offer capital of our Company, therefore, the Offer is being made through the 100% Book Building Process wherein at least 60% of the Net Offer shall be allocated on a proportionate basis to QIB Bidders out of which 5% shall be available for allocation on a proportionate basis to the Mutual Funds only. The remainder shall be available for Allottment on a proportionate basis to all other QIBs including, Mutual Funds, subject to valid bids being received from them at or above the Offer Price. If at least 60% of the Net Offer cannot be allotted to QIBs, then the entire application money will be refunded. Further, upto 30% of the Net Offer shall be available for allocation on a proportionate basis to Retail Individual Bidders and upto 10% of the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders, subject to valid Bids being received at or above the Offer Price. Our Company is considering a Pre-Offer Placement of upto 200,000 Equity Shares with certain investors. If our Company decides to issue such shares, it will complete the issuance of such equity shares prior to filing the Red Herring Prospectus with RoC. Once the Pre-Offer Placement is completed, the Fresh Issue offered to the public accordingly would be reduced to the extent of such Pre-Offer Placement, subject to a minimum Net Offer size of 10% of the fully diluted Post-Offer capital being offered to the public Bidders are required to submit their Bids through the Syndicate. QIB bids can be submitted only through the BRLMs. In case of QIB Bidders, the Company in consultation with the BRLMs reserve the right to reject any QIB Bid procured by any or all members of the Syndicate provided the rejection is at the time of receipt of such Bids and the reason for rejection of the Bid is communicated to the bidder at the time of rejection of bid. In case of Non Institutional Bidders and Retail Bidders, our Company would have a right to reject the Bids only on technical grounds. Investors should note that Equity Shares would be allotted to all successful Bidders only in dematerialized form. Bidders will not have the option of getting Allotment of the Equity Shares in physical form. The Equity shares on Allotment shall be traded only in the dematerialized segment of the Stock Exchanges. Bid-cum-Application Form Bidders shall only use the Bid-cum-Application Form bearing the stamp of a member of the Syndicate for making a Bid in terms of this Draft Red Herring Prospectus. The Bidder shall have the option to make a maximum of three Bids in the Bid-cum-Application Form and such options shall not be considered as multiple Bids. Upon the allocation of Equity Shares, despatch of the CAN and filing of the Prospectus with the RoC, the Bid-cum-Application Form shall be considered as the Application Form. Upon completing and submitting the Bid-cum-Application Form to a member of the Syndicate, the Bidder is deemed to have authorized us to make the necessary changes in the Red Herring Prospectus and the Bid-cum-Application Form as would be required for filing the Prospectus with the RoC and as would be required by the RoC after such filing, without prior or subsequent notice of such changes to the Bidder. The prescribed colour of the Bid-cum-Application Form for various categories is as follows:

Category Colour of Bid-cum-Application Form Indian Public or NRIs applying on a non-repatriation basis White

Non-residents including NRIs and FIIs applying on repatriation basis

Blue

Eligible Employees

Pink

Who Can Bid? 1. Persons eligible to invest under all applicable laws, rules, regulations and guidelines 2. Indian nationals resident in India who are majors, or in the names of their minor children as natural/legal guardians, in

single or joint names (not more than three); 3. HUFs, in the individual name of the Karta. The Bidder should specify that the Bid is being made in the name of the

HUF in the Bid cum Application Form as follows: “Name of Sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs would be considered at par with those from individuals;

4. Eligible Non-residents including NRIs and FIIs on a repatriation basis or a non-repatriation basis subject to applicable local laws;

5. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in Equity Shares;

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6. Trusts registered under the Societies Registration Act, 1860, as amended, or under any other law relating to trusts and who are authorized under their constitution to hold and invest in Equity Shares;

7. Scientific and/or industrial research organizations authorized under their constitution to invest in Equity Shares. 8. Indian mutual funds registered with SEBI; 9. Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI regulations and

SEBI regulations, as applicable); 10. Venture capital funds registered with SEBI; 11. FIIs registered with SEBI subject to compliance with applicable laws, rules, regulations, guidelines and approvls in the

Offer; 12. State Industrial Development Corporations; 13. Insurance companies registered with the Insurance Regulatory and Development Authority; 14. Provident funds with minimum corpus of Rs. 250 million and who are authorized under their constitution to invest in

Equity Shares; 15. Pension funds with minimum corpus of Rs. 250 million and who are authorized under their constitution to invest in

Equity Shares; 16. Any other QIBs permitted to invest, subject to compliance with applicable laws, rules, regulations, guidelines and

approvals in the Offer; 17. Eligible Employees As per the exisiting policy of the Government of India, OCBs are not allowed to participate in this Offer. Note: The BRLMs and Syndicate Member shall not be entitled to subscribe to this Offer in any manner except towards fulfilling their underwriting obligations, if any. However, associates and affiliates of the BRLMs, and Syndicate Members may subscribe for Equity Shares in the Offer, including in the QIB Portion and Non-Institutional Portion where the allocation is on a proportionate basis. Such bidding and subscription may be on their own account or on behalf of their clients. Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law. Bids by Mutual Funds In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. An eligible Bid by a Mutual Fund shall first be considered for allocation proportionately in the Mutual Funds Portion. In the event that the demand is greater than 134,250 Equity Shares, allocation shall be made to Mutual Funds on proportionate basis to the extent of the Mutual Funds Portion. The remaining demand by Mutual Funds shall, as part of the aggregate demand by QIB Bidders, be made available for allocation proportionately out of the remainder of the QIB Portion, after excluding the allocation in the Mutual Funds portion. The Bids made by the asset management companies or custodian of Mutual Funds shall specifically state the names of the concerned schemes for which the Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. As per the current regulations, the following restrictions are applicable for investments by mutual funds: No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related instruments of any company provided that the limit of 10% shall not be applicable for investments in index funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying voting rights. Bids by NRIs NRI Bidders to comply with the following: 1. Individual NRI Bidders can obtain the Bid cum Application Forms from our Registered Office, members of the

Syndicate or the Registrar to the Offer. 2. NRI Bidders may please note that only such Bids as are accompanied by payment in free foreign exchange shall be

considered for allotment. NRIs who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the Bid cum Application Form meant for resident Indians (White in colour) and shall not use the forms meant for reserved category.

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Bids by FIIs As per current regulations, the following restrictions are applicable for investment by FIIs: The Offer of Equity Shares to a single FII should not exceed 10% of the post-Offer paid-up capital of our Company (i.e. 10% of 24,000,000 Equity Shares of Rs. 10 each). In respect of an FII investing in Equity Shares of our Company on behalf of its sub-accounts, the investment on behalf of each sub-account shall not exceed 10% of the total issued capital of our Company or 5% of our total issued capital in case such sub-account is a foreign corporate or an individual. As of now, the aggregate FII holding in our Company cannot exceed 24% of the total paid-up capital of our Company. With the approval of the Board of Directors and the shareholders by way of a special resolution, the aggregate FII holding can go up to 100%. However, as of this date, no such resolution has been recommended for adoption. We have sought a confirmation from the DIPP on the ‘guidelines notified vide Press Note 2 (2005 Series) are applicable to investment made only under the FDI route and not applicable to investment by FIIs under the Portfolio Investment Scheme under the FEMA Regulations by letter dated September 17, 2007. We have also applied to the Reserve Bank of India vide letter dated November 29, 2007 seeking their confirmation that FIIs are permitted to subscribe to equity shares in the IPO under the portfolio investment scheme and that Press Note 2 (2005 Series) is not applicable to investments by FIIs in initial public offerings. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of regulation 15A(1) of the Securities Exchange Board of India (Foreign Institutional Investors) Regulations 1995, as amended, an FII or its sub account may issue, deal or hold, off shore derivative instruments such as Participatory notes, equity-linked notes or any other similar instruments against underlying securities listed or proposed to be listed in any stock exchange in India only in favour of those entities which are regulated by any relevant regulatory authorities in the countires of their incorporation or establishment subject to compliance of “know your client” requirements. An FII or sub-account shall also ensure that no further downstream issue or transfer of any instrument referred to hereinabove is made to any person other than a regulated entity. Bids by SEBI registered Venture Capital Funds As per the current regulations, the following restrictions are applicable for investments by SEBI registered Venture Capital Funds: The SEBI (Venture Capital Funds) Regulations, 1996 prescribe investment restrictions on venture capital funds. Accordingly, the holding by any individual venture capital fund should not exceed 25% of our Company’s paid-up capital. The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or regulations. The above information is given for the benefit of the Bidders. The Bidders are advised to make their own enquiries about the limits applicable to them. The Company and the BRLMs do not accept any responsibility for the completeness and accuracy of the information stated hereinabove. The Company and the BRLMs are not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations. The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or regulations. Bids and revision of the Bids by Eligible NRIs and FIIs on repatriation basis: Bids and Revision to Bids must be made:

1. On the prescribed Bid cum Application Form or the Revision Form, as applicable, and completed in full in BLOCK LETTERS in ENGLISH in accordance with the instructions contained therein.

2. In a single name or joint names (not more than three and in the same order as their Depository Participant details).

3. Eligible NRIs for a Bid Amount of up to Rs. 100,000 would be considered under the Retail Portion for the purposes

of allocation and for a Bid Amount of more than Rs. 100,000 would be considered under Non-Institutional Portion for the purposes of allocation. Other Non- Resident Bidders for a minimum of such number of Equity Shares and in

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multiples of [�] thereafter that the Bid Amount exceeds Rs. 100,000. For further details, see the section titled “Offer Procedure” beginning on page 180 of this Draft Red Herring Prospectus.

4. Bids by NRIs and FIIs on a repatriation basis shall be in the names of individuals or in the names of FIIs but not in

the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. 5. Refunds, dividends and other distributions, if any, will be payable in Indian Rupees only, net of bank charges

and/or commission. In case of Bidders who remit money through Indian Rupee drafts purchased abroad, such payments in Indian Rupees will be converted into U.S. Dollars or any other freely convertible currency as may be permitted by the RBI at the rate of exchange prevailing at the time of remittance and will be dispatched by registered post or if the Bidders so desire, will be credited to their Non-Resident External (NRE) accounts, details of which should be furnished in the space provided for this purpose in the Bid cum Application Form. We will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

It is to be distinctly understood that there is no reservation for Eligible NRIs and FIIs and they will be treated on the same basis with other categories for the purpose of allocation. As per the existing policy of the government of India, OCBs cannot participate in this Offer. Further, NRIs, who are not Eligible NRIs, are not permitted to participate in this Offer. The information above is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments or modification or changes in applicable laws or regulations, which may happen after the date of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares bid for do not exceed the applicable limits under laws or regulations. Information for the Bidders (a) Our Company will file the Red Herring Prospectus with the RoC at least 3 (three) days before the Bid/Offer opening

date. (b) The Company and the BRLMs shall declare the Bid/Offer Opening Date, Bid/Offer Closing Date and Price Band at the

time of filing the Red Herring Prospectus with ROC and also publish the same in three widely circulated newspapers (one each in English, Hindi and Bengali). This advertisement, subject to the provisions of Section 66 of the Companies Act shall be in the format prescribed in Schedule XX-A of the SEBI DIP Guidelines, as amended vide SEBI Circular No. SEBI/CFD/DIL/DIP/14/2005/25/1 dated January 25, 2005.

(c) The members of the Syndicate will circulate copies of the Red Herring Prospectus along with the Bid-cum-Application

Form to potential investors. (c) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Red Herring Prospectus and/

or the Bid-cum-Application Form can obtain the same from our Registered Office or from any of the BRLMs/Syndicate Members and should approach any of the BRLMs or Syndicate Member or their authorized agent(s) to register their bids.

(d) Investors who are interested in subscribing for our Company’s Equity Shares should approach any of the BRLMs or

Syndicate Member or their authorized agent(s) to register their Bid. (e) The Bids should be submitted on the prescribed Bid-cum-Application Form only. Bid-cum-Application Forms should

bear the stamp of the members of the Syndicate. Bid-cum-Application Forms, which do not bear the stamp of the members of the Syndicate, will be rejected.

(f) The Bidding/Offer Period shall be a minimum of three working days and shall not exceed seven working days. In case

the Price Band is revised, the revised Price Band and Bidding Period will be published in two national newspapers and one regional newspaper (one each in English, Hindi and Bengali) and also by indicating on the websites of the BRLMs and at the terminals of the members of the Syndicate the Bidding Period may be extended, if required, by an additional three working days, subject to the total Bidding Period not exceeding 10 working days. The members of the Syndicate shall accept Bids from the Bidders during the Bidding/Offer Period in accordance with the terms of the Syndicate Agreement

(g) The Price Band has been fixed at Rs. [�] to Rs. [�] per Equity Shares of Rs. 10 each, Rs. [�] being the lower end of

the Price Band and Rs. [�] being the higher end of the Price Band. The Bidders can bid at any price within the Price Band, in multiples of Rs. 1 (One)

(h) The Company in consultation with the BRLMs, reserve the right to revise the Price Band, during the Bidding Period, in

accordance with SEBI Guidelines. The higher end of the Price Band should not be more that 20% of the lower end of

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the Price Band. Subject to compliance with immediately preceding sentence, the lower end of the Price Band can move up or down to the extent of 20% of the lower end of the Price Band disclosed in the Red Herring Prospectus.

(i) The Company in consultation with the BRLMs, can finalise the Offer Price within the Price Band in accordance with

this clause, without the prior approval of, or intimation, to the Bidders. Maximum and Minimum Bid Size a. For Retail Individual Bidders: The Bid must be for a minimum of [�] Equity Shares and in multiples of [�]

Equity Shares thereafter, subject to maximum Bid amount of Rs. 100,000. In case of revision of Bids, the Retail Individual Bidders have to ensure that the Bid Price does not exceed Rs. 100,000. In case the maximum Bid amount is more than Rs. 100,000 then the same would be considered for allocation under the Non-Institutional Bidders category. The Cut-off option is given only to the Retail Individual Bidders indicating their agreement to bid and purchase at the final Offer Price as determined at the end of the Book Building Process.

b. For Non-Institutional Bidders and QIBs Bidders: The Bid must be for a minimum of such Equity Shares such that

the Bid Amount exceeds Rs. 100,000 and in multiples of [�] Equity Shares thereafter. A Bid cannot be submitted for more than the size of the Offer. However, the maximum Bid by a QIB should not exceed the investment limits prescribed for them by the regulatory or statutory authorities governing them. Under existing SEBI guidelines, a QIB Bidder cannot withdraw its Bid after the Bid/Offer Closing Date and is required to pay QIB Margin upon submission of Bid.

In case of revision of bids, the Non Institutional Bidders who are individuals have to ensure that the Bid Amount is greater than Rs. 100,000 for being considered for allocation in the Non-Institutional Portion. In case the Bid Amount reduces to Rs. 100,000 or less due to a revision in Bids or revision of the Price Band, the same would be considered for allocation under the Retail portion. Non Institutional Bidders and QIB Bidders are not allowed to Bid at ‘cut-off’.

c. For Bidders in the Employee Reservation Portion: The Bid must be for a minimum of [�] Equity Shares and in

multiples of [�] Equity Shares thereafter. The maximum Bid in this portion cannot exceed [�] Equity Shares. Bidders in the Employee Reservation Portion applying for a maximum Bid in any of the Bidding Options not exceeding Rs. 100,000 may bid at Cut-off price. The allotment in the employee reservation portion will be on proportionate basis.

Bidders are advised to ensure that any single Bid from them does not exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Red Herring Prospectus. Method and Process of Bidding a) Each Bid-cum-Application Form will give the Bidder the choice to bid for up to three optional prices (for details refer to

the paragraph entitled “Bids at Different Price Levels” given on page 185 of this Draft Red Herring Prospectus) and specify the demand (i.e. the number of Equity Shares bid for) in each option. The price and demand options submitted by the Bidder in the Bid-cum-Application Form will be treated as optional demands from the Bidder and will not be cumulated. After determination of the Offer Price, the maximum number of Equity Shares bid for by a Bidder at or above the Offer Price will be considered for allocation and the rest of the Bid(s), irrespective of the Bid Price, will become automatically invalid.

b) The Bidder cannot bid on another Bid-cum-Application Form after his or her Bids on one Bid-cum-Application Form have been submitted to any member of the Syndicate. Submission of a second Bid-cum-Application Form to either the same or to another member of the Syndicate will be treated as multiple bids and is liable to be rejected either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or allotment of Equity Shares in this Offer. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph ‘Bids at Different Price Levels and Revision of Bids’ on page no. 185 of this Draft Red Herring Prospectus.

c) During the Bidding Period, Bidders may approach the Syndicate Members to submit their Bid. Every Syndicate

Member shall accept Bids from all clients / investors who place orders through them and shall have the right to vet the Bids.

d) Along with the Bid-cum-Application Form, all Bidders will make payment in the manner described under the paragraph

‘Terms of Payment and payments into escrow Accounts’ on page no. 190 of this Draft Red Herring Prospectus. e) The BRLMs and Syndicate Members will enter each bid option into the electronic bidding system as a separate Bid and

generate a Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder.

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Therefore, a Bidder can receive up to three TRSs for each Bid-cum-Application Form. It is the responsibility of the Bidder to obtain the TRS from the members of the Syndicate.

Bids at Different Price Levels and Revision of Bids (a) The Price Band has been fixed at Rs. [�] to Rs. [�] per Equity Share of Rs. 10 each, Rs. [�] being the Floor Price and

Rs. [�] being the Cap Price. The Bidders can bid at any price within the Price Band, in multiples of [�] Equity Shares. In accordance with SEBI Guidelines, our Company in consultation with the BRLMs reserves the right to revise the Price Band during the Bidding Period by informing the stock exchanges, releasing a press release, disclosure on the website of the members of the Syndicate, if any and notification on the terminal of the members of the Syndicate. In case of a revision in the Price Band, the Offer will be kept open for a period of three working days after the revision of the Price Band, subject to the total Bidding Period not exceeding ten working days. Our Company in consultation with BRLMs, can finalise the Offer Price within the Price Band in accordance with this clause, without the prior approval of, or intimation, to the Bidders.

(b) The Bidder can bid at any price within the Price Band. The Bidder has to bid for the desired number of Equity Shares at

a specific price. Retail Individual Bidders may bid at “Cut-off”. However, bidding at Cut-off Price is prohibited for QIB Bidders, Eligible Employees and Non Institutional Bidders where the Bid Amount is in excess of Rs. 100,000 and such Bids from QIB Bidders, Non Institutional Bidders and Eligible Employees shall be rejected.

(c) Retail Individual Bidders and Eligible Employees bidding in the Employees Reservation Portion who bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price Band. Retail Individual Bidders and Eligible Employees under the Employee Reservation Portion bidding at Cut-Off Price shall deposit the Bid Amount based on the Cap Price in the Escrow Account. In the event the Bid Amount is higher than the subscription amount payable by the Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion, who Bid at Cut-off Price (i.e. the total number of Equity Shares allocated in the Offer multiplied by the Offer Price), such Bidders, who Bid at Cut-off Price, shall receive the refund of the excess amounts from the Escrow Account or the Refund Account, as the case may be.

(d) The Price Band can be revised during the Bidding Period in which case the maximum revisions on either side of the

Price Band shall not exceed 20% fixed initially. (e) Any revision in the Price Band shall be widely disseminated including by informing the Stock Exchanges, issuing Press

Release and making available this information on the Bidding terminals. (f) In the event of any revision in the Price Band, whether upwards or downwards, the minimum application size shall

remain [�] Equity Shares irrespective of whether the Bid Amount payable on such minimum application is not in the range of Rs. 5,000 to Rs. 7,000.

(g) In case of an upward revision in the Price Band announced as above, the Retail Individual Bidders and Eligible

Employees who had bid at Cut Off Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the Revised Price Band, with the members of the Syndicate to whom the original Bid was submitted. In case the total amount (i.e. original Bid Amount plus additional payment) exceeds Rs.100,000, the Bid will be considered for allocation under the Non Institutional category in terms of this Draft Red Herring Prospectus. If, however, the Bidder does not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares bid for shall be adjusted for the purpose of allocation, such that no additional payment would be required from the Bidder and the Bidder is deemed to have approved such revised Bid at Cut off.

(h) In case of a downward revision in the Price Band, announced as above, Retail Individual Bidders and Eligible

Employees who have bid at Cut Off price could either revise their Bid or the excess amount paid at the time of bidding would be refunded from the Escrow Account.

(i) During the Bidding/Offer Period, any Bidder who has registered his or her interest in the Equity Shares at a particular

price level is free to revise his or her Bid within the Price Band during the Bidding/Offer Period using the printed revision Form which is a part of the Bid cum Application Form.

(j) Revisions can be made in both the desired number of Equity Shares and the Bid price by using the Revision Form.

Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of all the options in his or her Bid cum Application Form or earlier Revision Form. For example, if a Bidder has Bid for three options in the Bid cum Application Form and he is changing only one of the options in the Revision Form, he must still fill the details of the other two options that are not being changed in the Revision Form. Incomplete or inaccurate Revision Forms will not be accepted by the members of the Syndicate.

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(k) The Bidder can make this revision any number of times during the Bidding Period. However, for any revision(s) in the Bid, the Bidders will have to use the services of the same member of the Syndicate through whom he or she had placed the original Bid.

(l) Bidders are advised to retain copies of the blank Revision Form and the revised Bid must be made only in such

Revision Form or copies thereof. (m) Any revision of the Bid shall be accompanied by payment in the form of cheque or demand draft for the incremental

amount, if any, to be paid on account of the upward revision of the Bid. The excess amount, if any, resulting from downward revision of the Bid would be returned to the Bidder at the time of refund in accordance with the terms of this Draft Red Herring Prospectus. In case of QIB Bidders, the members of the Syndicate shall collect the payment in the form of cheque or demand draft for the incremental amount in the QIB Margin Amount, if any, to be paid on account of upward revision of the Bid at the time of one or more revisions by the QIB Bidders.

(n) When a Bidder revises his or her Bid, he or she shall surrender the earlier TRS and get a revised TRS from the members

of the Syndicate. It is the responsibility of the Bidder to request for and obtain the revised TRS, which will act as proof of his or her having revised the previous Bid.

Bids and revisions of Bids must be: (a) Made only in the prescribed Bid cum Application Form or Revision Form, as applicable (white colour for Resident

Indians, blue colour for NRIs and FIIs applying on a repatriation basis and pink colour for Bidders under Employee Reservation portion.

(b) In single name or in joint names (not more than three and in the same order as their Depository Participant details). (c) Completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein, in the

Bid cum Application Form or in the Revision Form. (d) The Bids from the Retail Individual Bidders must be for a minimum of [�] Equity Shares and in multiples of [�]

Equity Shares thereafter subject to a maximum Bid Amount of Rs.100,000. (e) For Non-Institutional Bidders and QIB Bidders, Bids must be for a minimum of such number of Equity Shares in

multiples of [�] Equity Shares such that the Bid Amount exceeds Rs. 100,000 and in multiples of [�] Equity Shares thereafter. Bids cannot be made for more than the Offer size. Bidders are advised to ensure that a single Bid from them should not exceed the investment limits or maximum number of shares that can be held by them under the applicable laws or regulations.

(f) Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the Constitution of

India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal. (g) For Eligible Employees bidding in the Employee Reservation Portion, the Bid must be for a minimum of [�] Equity

Shares in multiple of [�] Equity Shares thereafter subject to a maximum of up to 10,000 Equity Shares (h) NRIs for a Bid Price of up to Rs. 100,000 would be considered under the Retail Portion for the purposes of allocation

and Bids for a Bid Price of more than Rs. 100,000 would be considered under Non-Institutional Portion for the purposes of allocation.

(i) Bids by Non Residents, NRIs and FIIs on a repatriation basis shall be in the names of individuals, or in the names of

FIIs but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their nominees. Bids by Eligible Employees For the purpose of the Employee Reservation Portion, Eligible Employee means : A permanent employee of the Company including the Director of the Company, whether a whole time Director, part time Director or otherwise, except any Promoters or members of the Promoter Group, as of [�], 2007. Bids under Employee Reservation Portion by Eligible Employees shall be: • Made only in the prescribed Bid cum Application Form or Revision Form (i.e.Pink colour Form). • Only Eligible Employees (as defined above) would be eligible to apply in this Offer under the Employee Reservation

Portion. • Eligible Employees, as defined above, should mention the Employee Number at the relevant place in the Bid cum

Application Form. • The sole/ first Bidder shall be the Eligible Employee as defined above.

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• Bids by Eligible Employees will have to bid like any other Bidder. Only those bids, which are received at or above the Offer Price, would be considered for allocation under this category.

• The Bids must be for a minimum of [�] Equity Shares and in multiples of [�] Equity Shares thereafter. The allotment in the Employee Reservation portion will be on a proportionate basis.

• Eligible Employees who Bid for Equity Shares of or for a value of not more than Rs. 100,000 in any of the bidding options can apply at Cut-Off Price. This facility is not available to other Eligible Employees whose Bid Amount in any of the bidding options exceeds Rs. 100,000.

• The maximum bid under Employee Reservation Portion by an Employee cannot exceed [�] Equity Shares. • Bid/ Application by Eligible Employees can also be made in the “Net Offer” portion and such Bids shall not be treated

as multiple bids. • If the aggregate demand in this category is less than or equal to 25,000 Equity Shares at or above the Offer Price, full

allocation shall be made to the Eligible Employees to the extent of their demand. Under-subscription, if any, in the Employee Reservation Portion will be added back to the Net Offer.

• If the aggregate demand in this category is greater than 25,000 Equity Shares at or above the Offer Price, the allocation shall be made on a proportionate basis. For the method of proportionate basis of allocation, please see section titled “Method of Proportionate Basis of Allotment” on page 199 of this Red Herring Prospectus.

• Under-subscription, if any, in the Employee Reservation portion will be added back to the Net Offer to the Public, and the ratio amongst the investor categories will be at the discretion of the Company and the BRLMs. In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the Employee Reservation portion.

Electronic Registration of Bids (a) The members of the Syndicate will register the Bids using the on-line facilities of the BSE and the NSE. There will be

atleast one on-line connectivity in each city, where a stock exchange is located in India and where Bids are being accepted.

(b) The BSE and the NSE will offer a screen-based facility for registering Bids for the Offer. This facility will be available

on the terminals of the members of the Syndicate and their authorized agents during the Bidding/Offer Period. The members of the Syndicate can also set up facilities for off-line electronic registration of Bids subject to the condition that they will subsequently download the off-line data file into the on-line facilities for book building on a regular basis. On the Bid /Offer

(c) Closing Date, the members of the Syndicate shall upload the Bids till such time as may be permitted by the Stock

Exchanges. Bidders are cautioned that a high inflow of bids typically experienced on the last day of the bidding may lead to some Bids received on the last day not being uploaded due to lack of sufficient uploading time, and such bids that could not uploaded may not be considered for allocation.

(d) The aggregate demand and price for Bids registered on the electronic facilities of the BSE and the NSE will be

displayed on-line at all bidding centers and at the websites of BSE and NSE. A graphical representation of consolidated demand and price would be made available at the bidding centers during the Bidding Period. The Book gets built up at various price levels. This information will be available with the BRLMs on regular basis.

(e) At the time of registering each Bid, the members of the Syndicate shall enter the following details of the investor in the

on-line system:

• Name of the Bidder(s) • Investor category – individual, corporate, or Mutual Fund etc. • Numbers of Equity Shares bid for • Bid price • Bid cum Application Form number • Margin Amount paid upon submission of Bid cum Application Form • Depository participant identification number and client identification number of the beneficiary account of the

Bidder (f) A system generated TRS will be given to the Bidder as a proof of the registration of each of the bidding options. It is

the Bidder’s responsibility to obtain the TRS from the members of the Syndicate. The registration of the Bid by the member of the Syndicate does not guarantee that the Equity Shares shall be allocated either by the members of the Syndicate or our Company.

(g) Such TRS will be non-negotiable and by itself will not create any obligation of any kind. (h) Incase of QIB Bidders, members of the syndicate have the right to accept the bid or reject it. A rejection can be made

only at the time of receiving the bid and only after assigning a reason for such rejection in writing. In case on non-

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institutional Bidders and Retail Individual Bidders who Bid, Bids may be rejected on technical grounds as listed on page 193 of this Red Herring Prospectus.

(i) It is to be distinctly understood that the permission given by the BSE and the NSE to use their network and software of

the Online IPO system should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company or the BRLMs are cleared or approved by the BSE and the NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and other requirements nor does it take any responsibility for the financial or other soundness of our Company, our Promoters, our management or any scheme or project of our Company.

(j) It is also to be distinctly understood that the approval given by the BSE and the NSE should not in any way be deemed

or construed that this Draft Red Herring Prospectus has been cleared or approved by the BSE and the NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus; nor does it warrant that our Equity Shares will be listed or will continue to be listed on the BSE and the NSE.

(k) Only bids that are uploaded on the online IPO system of the BSE and NSE shall be considered for allocation/ allotment.

In case of discrepancy of data between the BSE and NSE and the members of syndicate, the decision of the BRLMs based on the physical records of Bid Applications Forms shall be final and binding on all concerned.

GENERAL INSTRUCTIONS Do’s: (a) Check if you are eligible to apply; (b) Complete the Bid-cum-Application Form after reading all the instructions carefully; (c) Ensure that the details about Depository Participant and Beneficiary Account are correct as Equity Shares will be

allotted in the dematerialized form only; (d) Ensure that the Bids are submitted at the bidding centers only on forms bearing the stamp of a member of the Syndicate; (e) Ensure that you have been given a TRS for all your Bid options; (f) Submit Revised Bids to the same member of the Syndicate through whom the Original Bid was placed and obtain a

revised TRS; (g) Ensure that the bid is within price band; (h) Investors must ensure that the name given in the Bid-cum-Application Form is exactly the same as the name in which

the Depository Account is held. In case, the Bid-cum- Application Form is submitted in joint names, investors should ensure that the Depository Account is also held in the same sequence as they appear in the Bid-cum- Application Form;

(i) Each of the Bidders should mention their Permanent Account Number (PAN) allotted under the IT Act in the Bid-cum-

Application Form. If you have mentioned “Applied For” or “Not Applicable”, in the Bid cum Application Form in the section dealing with PAN number, ensure that you submit Form 60 or 61, as the case may be, together with permissible documents as address proof.

(j) Ensure that demographic details (as defined herein below) are updated true and correct in all respects. Don’ts: (a) Do not Bid for lower than the minimum Bid size; (b) Do not Bid/ revise Bid price to less than the lower end of the price band or higher than the higher end of the price band; (c) Do not Bid on another Bid-cum-Application Form after you have submitted a Bid to the member of the Syndicate; (d) Do not pay the Bid amount in cash; (e) Do not provide your GIR number instead of your PAN. (f) Do not send Bid-cum-Application Forms by post; instead submit the same to members of theSyndicate only;

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(g) Do not Bid at cut off price (for QIBs and non-institutional bidders and Eligible Employees bidding in the Employee Reservation Portion for bid amount in excess of Rs. 100,000);

(h) Do not fill up the Bid-cum-Application Form such that the Equity Shares bid for exceeds the Offer size and/ or

investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or maximum amount permissible under the applicable regulations; and

(i) Do not submit Bid accompanied with Stock invest. (j) Do not Bid if you are prohibited from doing so under the law of your local jurisdication. Instructions for Completing the Bid-Cum-Application Form Bidders can obtain Bid-cum-Application Forms and / or Revision Forms from the BRLMs or Syndicate Member. Bidders Depository Account and Bank Details Bidders bank account details Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository Participant-Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Offer will obtain from the Depository the Bidders bank account details including Magnetic Ink Character Recognition (MICR) Code (a nine digit code appearing on a cheque leaf) and occupation (hereinafter referred to as ‘Demographic Details’). These Bank Account details would be used for giving refunds (including through physical refund warrants, direct credit, ECS, NEFT and RTGS) to the Bidders. Hence, Bidders are advised to immediately update their Bank Account details as appearing on the records of the Depository Participant. Please note that failure to do so could result in delays in despatch/ credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs or the registrar or the Escrow Collection Banks nor the Company shall have any responsibility and undertake any liability for the same. Hence, Bidders should carefully fill in their Depository Account details in the Bid cum Application Form.. Bidder’s Depository Account Details IT IS MANDATORY FOR ALL THE BIDDERS TO GET THEIR EQUITY SHARES IN DEMATERIALISED FORM. ALL BIDDERS SHOULD MENTION THEIR DEPOSITORY PARTICIPANT’S NAME, DEPOSITORY PARTICIPANT IDENTIFICATION NUMBER AND BENEFICIARY ACCOUNT NUMBER IN THE BID CUM APPLICATION FORM. INVESTORS MUST ENSURE THAT THE NAME GIVEN IN THE BID CUM APPLICATION FORM IS EXACTLY THE SAME AS THE NAME IN, WHICH THE DEPOSITORY ACCOUNT IS HELD. IN CASE THE BID CUM APPLICATION FORM IS SUBMITTED IN JOINT NAMES, IT SHOULD BE ENSURED THAT THE DEPOSITORY ACCOUNT IS ALSO HELD IN THE SAME JOINT NAMES AND ARE IN THE SAME SEQUENCE IN WHICH THEY APPEAR IN THE BID CUM APPLICATION FORM. These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs/Allocation Advice and making refunds as per the modes disclosed and the Demographic Details given by Bidders in the Bid cum Application Form would not be used for these purposes by the Registrar to the Offer. Hence, Bidders are advised to update their Demographic Details as provided to their Depository Participants and ensure that they are true and correct. By signing the Bid cum Application Form, Bidder would have deemed to authorize the depositories to provide, upon request, to the Registrar to the Offer, the required Demographic Details as available on its records. Allocation Advice/CANs/ refund orders/ refund advice would be mailed at the address of the Bidders as per the Demographic Details received from the Depositories. Bidders may note that delivery of allocation advice/CANs/ refund orders/ refund advice may get delayed if the same once sent to the address obtained from the Depositories are returned undelivered. In such an event, the address and other details given by the Bidders in the Bid cum Application form would be used only to ensure dispatch of refund orders. In the case of refunds through electronic modes Bidders may note that of refund may get delayed if the bank particulars obtained from the Depositories are incorrect. Please note that any such delay shall be at the Bidders sole risk and neither we nor the Selling Shareholder nor the Escrow Collection Bank nor the BRLM’s shall be liable to compensate the Bidder for any losses caused to the Bidder due to any such delay or liable to pay any interest for such delay. In case no corresponding record is available with the Depositories that matches three parameters, namely, names of the Bidders (including the order of names of joint holders), the Depository Participant’s identity (DP ID) and the beneficiary’s identity, then such Bids are liable to be rejected.

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The Company, in its absolute discretion, reserve the right to permit the holder of the power of attorney to request the Registrar that for the purpose of printing particulars on the refund order and mailing of the refund order/CANs/allocation advice/ refunds through electronic transfer of funds, the Demographic Details given on the Bid cum Application Form should be used (and not those obtained from the Depository of the Bidder). In such cases, the Registrar shall use Demographic Details as given in the Bid cum Application Form instead of those obtained from the depositories. As per the RBI regulations, OCBs are not permitted to participate in the Offer. There is no reservation for Eligible NRIs and FIIs and all applicants will be treated on the same basis with other categories for the purpose of allocation. Bids under Power of Attorney (a) In case of Bids made pursuant to a Power of Attorney or by limited companies, corporate bodies, registered societies, a

certified copy of the Power of Attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the Memorandum and Articles of Association and/or Bye Laws must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

(b) In case of Bids made pursuant to a power of attorney by FIIs, a certified copy of the power of attorney or the relevant

resolution or authority, as the case may be, along with a certified copy of their SEBI registration certificate must be lodged along with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

(c) In case of Bids made by Insurance Companies registered with the Insurance Regulatory and Development Authority, a

certified copy of certificate of registration issued by Insurance Regulatory and Development Authority must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

(d) In case of Bids made by provident funds with minimum corpus of Rs. 250 million and pension funds with minimum

corpus of Rs. 250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid-cum-Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason therefor.

(e) Our Company, in it’s absolute discretion, reserve the right to relax the above condition of simultaneous lodging of the

Power of Attorney along with the Bid-cum-Application form, subject to such terms that we may deem fit. Payment Instructions Escrow Mechanism (a) Our Company and the Selling Shareholder and members of the Syndicate shall open Escrow Accounts with one or more

Escrow Collection Banks in whose favor the Bidders shall make out the cheque or demand draft in respect of his or her Bid and/or revision of the bid. Cheques or demand drafts received for the full Bid amount from Bidders in a certain category would be deposited in the Escrow Account for the Offer.

(b) The Escrow Collection Banks will act in terms of the Red Herring Prospectus and an Escrow Agreement to be entered

into amongst our Company, the Selling Shareholder, the BRLMs, Escrow Bankers and Registrar to the Offer. The monies in the Escrow Account shall be maintained by the Escrow Collection Bank(s) for and on behalf of the Bidders. The Escrow Collection Bank(s) shall not exercise any lien whatsoever over the monies deposited therein and shall hold the monies therein in trust for the Bidders. On the Designated Date, the Escrow Collection Banks shall transfer the monies from the Escrow Account to the Public Issue Account of the Company and to the Account of the Selling Shareholder with the Bankers to the Offer as per the terms of the Escrow Agreement and Red Herring Prospectus. Payments of refunds to the Bidders shall also be made from the Escrow Account as per the terms of the Escrow Agreement and the Red Herring Prospectus.

(c) The Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an

arrangement between the Escrow Collection Bank(s), our Company, the Selling Shareholder, the Registrar to the Offer and BRLMs to facilitate collections from the Bidders.

Terms of Payment and payment into the Escrow Accounts Our Company, the Selling Shareholder and the BRLMs shall open an Escrow Account with the Escrow Collection Bank(s) for the collection of the Bid Amounts payable upon submission of the Bid-cum-Application Form and for amounts payable

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pursuant to allocation in the Offer. Each Bidder shall draw a cheque or demand draft for the amount payable on the Bid and/or on allocation as per the following terms: (a) Each Bidder shall pay the applicable margin amount, with the submission of the Bid cum Application Form draw a

cheque or demand draft for the maximum amount of his/her Bid in favour of the Escrow Account of the Escrow Collection Bank and submit the same to the member of the Syndicate with whom the Bid is being submitted. Bid cum Application Forms accompanied by cash shall not be accepted. The maximum Bid price has to be paid at the time of submission of the Bid cum Application Form based on the highest bidding option of the Bidder.

(b) The Bidders for whom the applicable margin is equal to 100% shall, with the submission of the Bidcum-Application

Form draw a payment instrument for the Bid Amount in favor of the Escrow Account and submit the same to the members of the Syndicate.

(b) In case the above Margin Amount paid by the Bidders during the Bidding Period is less than the Offer Price multiplied

by the Equity Shares allocated to the Bidder, the balance amount shall be paid by the Bidders into the Escrow Account within the period specified in the CAN which shall be subject to a minimum period of two days from the date of communication of the allocation list to the Syndicate Member by the BRLMs. If the payment is not made favouring the Escrow Account within the time stipulated above, the Bid of the Bidder is liable to be cancelled.

(c) The payment instruments for payment into the Escrow Account should be drawn in favor of:

(i) In case of QIBs: "Escrow Account - IIPL Public Offer – QIB-R" (ii) In case of non resident QIB Bidders: “Escrow Account - IIPL Public Offer – QIB-NR” (iii) In case of Resident Retails and Non Institutional Bidders: “Escrow Account – IIPL Public Offer - R” (iv) In case of Non Resident Retail and Non Institutional Bidders: “Escrow Account – IIPL Public Offer – NR” (v) In case of Eligible Employees : “Escrow Account - IIPL Public Offer – Employee”

(d) In case of Bids by NRIs applying on repatriation basis, the payments must be made through Indian Rupee Drafts

purchased abroad or cheques or bank drafts, for the amount payable on application remitted through normal banking channels or out of funds held in Non-Resident External (NRE) Accounts or Foreign Currency Non-Resident (FCNR) Accounts, maintained with banks authorized to deal in foreign exchange in India, along with documentary evidence in support of the remittance. Payment will not be accepted out of a Non-Resident Ordinary (NRO) Account of a Non-Resident bidder bidding on a repatriation basis. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting an NRE or FCNR Account.

(e) In case of Bids by FIIs, the payment should be made out of funds held in a Special Rupee Account along with

documentary evidence in support of the remittance. Payment by drafts should be accompanied by a bank certificate confirming that the draft has been issued by debiting the Special Rupee Account.

(f) Where a Bidder has been allocated a lesser number of Equity Shares than the Bidder has Bid for, the excess amount, if

any, paid on bidding, after adjustment towards the balance amount payable on the Equity Shares allocated, will be refunded to the Bidder by the Refund Banker from the Refund Account. Any expense incurred by our Company on behalf of the Selling Shareholder with regard to refunds, interest for delays, etc for the Equity Shares being offered through the Offer for Sale, will be reimbursed by the Selling Shareholder to our Company.

(g) The monies deposited in the Escrow Account will be held for the benefit of the Bidders until Designated Date. (h) On the Designated Date, the Escrow Collection Banks shall transfer the funds from the Escrow Account as per the terms

of the Escrow Agreement into the Public Offer Account with the Bankers to the Offer. Further, on the Designated Date, the Escrow Collection Banks shall transfer all amounts liable to be refunded to unsuccessful bidders and the excess amounts paid on Bidding to the Refund Account held by the Refund Banker for the benefit of the Bidders entitled to a refund.

(i) On the Designated Date and no later than 15 days from the Bid/Offer Closing Date, the Refund Banker shall, from the

Refund Account, refund all amounts payable to unsuccessful bidders and also the excess amount paid on Bidding, if any.

(j) Payments should be made by cheque, or demand draft drawn on any bank (including a Co-operative bank), which is

situated at, and is a member of or sub-member of the bankers’ clearing house located at the center where the Bid cum Application Form is submitted. Outstation cheques/bank drafts drawn on banks not participating in the clearing process

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will not be accepted and applications accompanied by such cheques or bank drafts are liable to be rejected. Cash/ stock invest/money orders/ postal orders will not be accepted.

(k) Bidders are advised to mention the number of application form on the reverse of the cheque / demand draft to avoid misuse of instruments submitted along with the Bid cum Application Form.

(l) Incase clear funds are not available in the Escrow Accounts as per final certificates from the Escrow Collection Banks,

such Bids are liable to be rejected. Payment by Stock invest In terms of Reserve Bank of India Circular No. DBOD No. FSC BC 42/24.47.001/2003-04 dated November 5, 2003, the option to use the stock invest instrument in lieu of cheques or bank drafts for payment of bid money has been withdrawn. Other Instructions Joint Bids in the case of Individuals Bids may be made in single or joint names (not more than three). In the case of joint Bids, all payments will be made out in favor of the Bidder whose name appears first in the Bid-cum-Application Form or Revision Form (“First Bidder”). All communications will be addressed to the First Bidder and will be dispatched to his or her address as per the demographic details received from the Depository. Multiple Bids A Bidder should submit only one Bid (and not more than one) for the total number of Equity Shares required. Two or more Bids will be deemed to be multiple Bids if the sole or first Bidder is one and the same. In this regard, the procedures which would be followed by the Registrar to the Offer to detect multiple applications are given below: 1. All applications with the same name and age will be accumulated and taken to a separate process file which would serve

as probable multiple master. 2. In this master, a check will be carried out for the same PAN/GIR numbers. In cases where the PAN/GIR numbers are

different, the same will be deleted from this master. 3. The addresses of all these applications from the multiple master will be strung from the address master. This involves

putting the addresses in a single line after deleting non-alpha and non-numeric characters, i.e., commas, full stops, hashes etc. Sometimes, the name, the first line of the address and pin code will be converted into a string for each application received and a photo match will be carried out among all the applications processed. A print-out of the addresses will be made to check for common names. Applications with the same name and same address will be treated as multiple applications.

4. The applications will be scanned for similar DP ID and client identity numbers. In cases where applications bear the

same numbers, these will be treated as multiple applications. 5. After the aforesaid procedures, a print-out of the multiple master will be taken and the applications physically verified

to tally signatures and also father’s/husband’s names. On completion of this, the applications will be identified as multiple applications. In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fundsand such Bids in respect of more than one scheme of the Mutual Funds will not be treated as multiple Bids provided that the Bids clearly indicate the scheme for which the Bid has been made. Bidders in the Employee Reservation portion can also bid in the Net Offer to the Public and such bids shall not be treated as multiple bids.

6. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories. In case of a mutual fund, a separate Bid can be made in respect of each scheme of the mutual fund registered with SEBI and such Bids in respect of more than one scheme of the mutual fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which the Bid has been made. In cases where there are more than 20 valid applicants having a common address, such shares will be kept in abeyance, post allotment and released on confirmation of KYC norms by the depositories. Permanent Account Number (PAN) The Bidder or in the case of a Bid in joint names, each of the Bidders, should mention his/her PAN allotted under the IT Act. SEBI has issued a circular no. MRD/DoP/Circ-05/2007 dated April 27, 2007 requiring that with effect from July 2, 2007, the

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PAN would be the sole identification number for participants transacting in the securities market, irrespective of the amount of the transaction. In case the PAN has not been allotted, mention “Applied for” or “Not Applicable” in the appropriate places and submit Form 60 and Form 61 as the case may be together with permissible documents as proof of address. Applications without this information will be considered incomplete and are liable to be rejected. It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN, as the Bid is liable to be rejected on this ground. In case the sole/First Bidder and joint Bidder(s) is/are not required to obtain PAN, each of the Bidder(s) shall mention “Not Applicable” and in the event that the sole Bidder and/or the joint Bidder(s) have applied for PAN which has not yet been allotted each of the Bidder(s) should mention “Applied for” in the Bid cum Application Form. Further, where the Bidder(s) has mentioned “Applied for” or “Not Applicable”, the sole/First Bidder and each of the joint Bidder(s), as the case may be, would be required to submit Form 60 (form of declaration to be filed by a person who does not have a permanent account number and who enters into any transaction specified in Rule 114B of the Income Tax Rules, 1962), or, Form 61 (form of declaration to be filed by a person who has agricultural income and is not in receipt of any other income chargeable to income-tax in respect of transactions specified in Rule 114B of the Income Tax Rules, 1962), as may be applicable, duly filled along with a copy of any one of the following documents in support of the address: (a) ration card (b) passport (c) driving licence (d) identity card issued by any institution (e) copy of the electricity bill or telephone bill showing residential address (f) any document or communication issued by any authority of the Central Government, state government or local bodies showing residential address (g) any other documentary evidence in support of address given in the declaration. It may be noted that Form 60 and Form 61 have been amended by a notification issued on December 1, 2004 by the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance. All Bidders are requested to furnish, where applicable, the revised Form 60 or Form 61 as the case may be. Unique Identification Number (“UIN”) With effect from July 1, 2005, SEBI had decided to suspend all fresh registrations for obtaining UIN and the requirement to contain/quote UIN under the SEBI MAPIN Regulations/Circulars vide its circular MAPIN/Cir-13/2005. However, in a recent press release dated December 30, 2005, SEBI has approved certain policy decisions and has now decided to resume registrations for obtaining UINs in a phased manner. The press release states that the cut off limit for obtaining UIN has been raised from the existing limit of trade order value of Rs. 100,000 to Rs. 500,000 or more. The limit will be reduced progressively. For trade order value of less than Rs. 500,000, an option will be available to investors to obtain either the PAN or UIN. These changes are, however, not effective as of the date of this Draft Red Herring Prospectus and SEBI has stated in the press release that the changes will be implemented only after necessary amendments are made to the SEBI MAPIN Regulations. On June 25, 2007 the SEBI has decided to discontinue with the requirement of UIN under the SEBI MAPIN Regulations. Our Right to Reject Bids Our Company and the BRLMs reserve the right to reject any QIB Bid provided the rejection is at the time of receipt of Bid and the reason for rejection of the Bid is communicated to the Bidder at the time of rejection of Bid. In case of Non-Institutional Bidders and Retail Individual Bidders, our Company and the BRLMs have a right to reject bids based on technical grounds. Consequent refunds shall be made by cheque or pay order or draft and will be sent to the bidder’s address at the bidders’s risk. Grounds for Technical Rejections Bidders are advised to note that Bids are liable to be rejected among others on the following technical grounds: 1. Amount paid doesn’t tally with the highest number of Equity Shares bid for; 2. Age of First Bidder not given; 3. Bids by Persons not competent to contract under the Indian Contract Act, 1872, including minors, insane Persons; 4. PAN not given and GIR number given instead of PAN number; 5. Bids for lower number of Equity Shares than specified for that category of investors; 6. Bids at a price less than lower end of the Price Band; 7. Bids at a price more than the higher end of the Price Band; 8. Bids at cut-off price by Non-Institutional, QIB Bidders and Bidders in the Employee Reservation Portion bidding in

excess of Rs. 100,000; 9. Bids for number of Equity Shares which are not in multiples of [�];

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10. Category not ticked; 11. Multiple bids as defined in this Draft Red Herring Prospectus; 12. In case of Bid under power of attorney or by limited companies, corporate, trust etc., relevant documents are not

submitted; 13. Bids accompanied by Stock invest/ money order/postal order/cash; 14. Signature of sole and / or joint bidders missing; 15. Bid-cum-Application Form does not have the stamp of the BRLMs or Syndicate Member; 16. Bid-cum-Application Form does not have Bidder’s depository account details; 17. In case no corresponding record is available with the Depository that matches three parameters: name of Bidder

(including sequence of names of joint holders), depository participant identification number and beneficiary account number;

18. Bid-cum-Application Forms are not delivered by the Bidders within the time prescribed as per the Bidcum-Application

Form, Bid/Offer Opening Date advertisement and the Red Herring Prospectus and as per the instructions in the Red Herring Prospectus and the Bid-cum-Application Form;

19. Bids for amounts greater than the maximum permissible amounts prescribed by the regulations; 20. Bids by OCBs; and 21. Bid by U.S. residents or U.S persons. 22. Bids in respect where the Bid cum Application form do not reach the Registrar prior to the finalisation of the basis of

allotment; 23. Bids where clear funds are not available in Escrow Accounts as per final certificate from the Escrow Collection Banks; 24. Bids by persons who are not eligible to acquire Equity Shares of our Company, in terms of all applicable laws, rules,

regulations, guidelines and approvals. 25. In case of partnership firms, Equity Shares may be registered in the names of the individual partners and no firm as such

shall be entitled to apply; 26. Bids by NRIs not disclosing their residential status. 27. Bids by Non-residents such as OCBs, FVCIs, multilateral and bilateral development financial institutions; Price Discovery and Allocation (a) After the Bid/Offer Closing Date, the BRLM will analyze the demand generated at various price levels and discuss

pricing strategy with us. (b) Our Company in consultation with the BRLMs shall finalise the “Offer Price”.. (c) The allocation for QIBs will be atleast 60% of the Net Offer (including 5% specifically reserved for Mutual Funds)

would be on a proportionate basis in consultation with Designated Stock Exchange subject to valid bids being received at or above the Offer Price. The allocation to Non-Institutional Bidders and Retail Individual Bidders of, upto 10% of Net Offer and upto 30% of the Net Offer, respectively, would be on proportionate basis, in consultation with Designated Stock Exchange, subject to valid Bids being received at or above the Offer Price.

(d) Under subscription, if any, in any of the categories other than the QIB Portion, would be allowed to be met with spill

over from any of the other categories at the discretion of our Company and BRLMs. However, if the aggregate demand by Mutual Funds is less than 134,250 Equity Shares, the balance Equity Shares available for allocation in the Mutual Funds Portion will first be added to the QIB Portion and be allocated proportionately to the QIB Bidders.

(e) Under-subscription, if any, in the Employee Reservation portion will be added back to the Net Offer to the Public, and

the ratio amongst the investor categories will be at the discretion of the Company and the BRLMs. In case of under-

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subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the Employee Reservation portion.

(e) Allocation to eligible NRIs or FIIs applying on repatriation basis will be subject to the terms and conditions stipulated

by RBI and applicable laws. (f) The BRLMs, in consultation with our Company shall notify the Syndicate Member of the Offer Price and allocations to

their respective Bidders, where the full Bid Amount has not been collected from the Bidders. (g) Our Company reserves the right to cancel the Offer any time after the Bid/Offer Opening Date but before allotment. (h) In terms of SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the closure of Bidding. Signing of Underwriting Agreement and RoC Filing (a) Our Company, the Selling Shareholder, the BRLMs and the Syndicate Members shall enter into an Underwriting

Agreement on finalization of the Offer Price and allocation(s) to the Bidders. (b) After signing the Underwriting Agreement, our Company would update and file the updated Red Herring Prospectus

with RoC, which then would be termed ‘Prospectus’. The Prospectus would have details of the Offer Price, Offer Size, underwriting arrangements and would be complete in all material respects.

(c) We will file a copy of the Prospectus with the RoC, West Bengal in terms of Section 56, Section 60, and Section 60B of

the Companies Act. (d) After filing of the Prospectus with the ROC, a statutory advertisement will be issued by our Company in a widely

circulated English, Hindi and regional language newspapers with wide circulation in the place where our Registered Office is situated. This advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate the Offer Price. Any material updates between the date of Red Herring Prospectus and the date of Prospectus will be included in such statutory advertisement.

Issuance of Confirmation of Allocation Note (CAN) After the determination of Offer Price, the following steps would be taken: (a) Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLMs, or the Registrar to the Offer

shall send to the members of the Syndicate a list of their Bidders who have been allocated Equity Shares in the Offer. The approval of the basis of allocation by the Designated Stock Exchange for QIB Bidders may be done simultaneously with or prior to the approval of the basis of allocation for the Retail and Non-Institutional Bidders. However, Bidders should note that the Company should ensure that the date of Allotment of the Equity Shares to all Bidders, in all categories, shall be done on the same date. The BRLMs or Registrar to the Offer shall send to the Syndicate Member a list of their Bidders who have been allocated Equity Shares in the Offer.

(b) The BRLMs or Syndicate Members would then send the CAN to their Bidders who have been allocated Equity Shares

in the Offer. The dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Offer Price for all the Equity Shares allocated to such Bidder. Those Bidders who have not paid into the Escrow Account at the time of bidding shall pay in full the amount payable into the Escrow Account by the Pay-in Date specified in the CAN.

(c) Bidders who have been allocated Equity Shares and who have already paid the Bid Amount into the Escrow Account at

the time of bidding shall directly receive the CAN from the Registrar to the Offer subject, however, to realization of their cheque or demand draft paid into the Escrow Account. The dispatch of a CAN shall be a deemed a valid, binding and irrevocable contract for the Bidder to pay the entire Offer Price for all the Equity Shares to be allotted to such Bidder.

(d) The issuance of a CAN is subject to ‘‘Allotment Reconciliation and Revised CANs’’ as set out herein under the section

titled “Terms of the Offer” on page 175 of this Draft Red Herring Prospectus. Notice to QIB: Allotment Reconciliation and Revised CANs After the Bid/Offer Closing Date, an electronic book will be prepared by the Registrar on the basis of Bid applications received. Based on the electronic book, QIBs will be sent a CAN on or prior to [�], 2007, indicating the number of Equity Shares that may be allocated to them. This CAN is subject to the basis of final Allotment, which will be approved by the Designated Stock Exchange and reflected in the reconciled book prepared by the Registrar. Subject to SEBI Guidelines, certain Bid applications may be rejected due to technical reasons, nonreceipt of funds, cancellation of cheques, cheque

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bouncing, incorrect details, etc., and these rejected applications will be reflected in the reconciliation and basis of Allotment as approved by the Designated Stock Exchange and specified in the physical book. As a result, a revised CAN may be sent to QIBs, on or prior to [�], 2007, and the allocation of Equity Shares in such revised CAN may be different from that specified in the earlier CAN. QIBs should note that they may be required to pay additional amounts, if any, by the Pay-in Date specified in the revised CAN, for any increased allocation of Equity Shares. The CAN will constitute the valid, binding and irrevocable contract (subject only to the Offer of a revised CAN) for the QIB to pay the entire Offer Price for all the Equity Shares allocated to such QIB. The revised CAN, if issued, will supersede in entirety the earlier CAN. Designated Date and Allotment of Equity Shares (1) Our Company will ensure that the allotment of Equity Shares is done within 15 days of the Bid/Offer Closing Date.

After the funds are transferred from the Escrow Account to the Public Offer Account on the Designated Date, we would allot the Equity Shares to the allottees. Our Company would ensure the credit to the successful Bidders depository account. Allotment of the Equity Shares to the allottees shall be completed within two working days of the date of finalization of the basis of allotment. In case, our Company fails to make allotment or transfer within 15 days of the Bid/Offer Closing Date, interest would be paid to the investors at the rate of 15% per annum.

(2) In accordance with the SEBI DIP Guidelines, Equity Shares will be issued and allotment shall be made only in the

dematerialised form to the allottees. Allottees will have the option to re-materialise the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.

Investors are advised to instruct their Depository Participant to accept the Equity Shares that may be allocated to them pursuant to this Offer. Basis of Allotment or Allocation (A) For Retail Individual Bidders

• Bids received from the Retail Individual Bidders at or above the Offer Price shall be grouped together to determine

the total demand under this category. The allotment to all the successful Retail Individual Bidders will be made at the Offer Price.

• The Net Offer Size less Allotment to Non-Institutional and QIB Bidders shall be available for allotment to Retail

Individual Bidders who have bid in the Offer at a price that is equal to or greater than the Offer Price.

• If the aggregate demand in this category is less than or equal to 1,342,500 Equity Shares at or above the Offer Price, full allotment shall be made to the Retail Individual Bidders to the extent of their demand.

• If the aggregate demand in this category is greater than 1,342,500 Equity Shares at or above the Offer Price, the

allotment shall be made on a proportionate basis up to a minimum of [•] Equity shares. For the method of proportionate basis of allotment, refer below.

(B) For Non-Institutional Bidders

• Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand under this category. The allotment to all successful Non-Institutional Bidders will be made at the Offer Price.

• The Net Offer Size less allotment to QIBs and Retail Portion shall be available for allotment to Non-Institutional

Bidders who have bid in the Offer at a price that is equal to or greater than the Offer Price.

• If the aggregate demand in this category is less than or equal to 447,500 Equity Shares at or above the Offer Price, full allotment shall be made to Non-Institutional Bidders to the extent of their demand.

• In case the aggregate demand in this category is greater than 447,500 Equity Shares at or above the Offer Price,

allotment shall be made on a proportionate basis up to a minimum of [•] Equity Shares. For the method of proportionate basis of allotment refer below.

(C) For Employee Reservation Portion

• The Bid must be for a minimum of [•] Equity Shares and in multiples of [•] Equity Shares thereafter. The allotment in the Employee Reservation Portion will be on a proportionate basis. Bidders under the Employee Reservation Portion applying for a maximum Bid in any of the bidding options not exceeding Rs. 100,000 may bid-at Cut off Price.

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• The maximum Bid under the Employee Rservation Portion cannot exceed [•] Equity Shares. • Bids received from the Eligible Employees at or above the Offer Price shall be grouped together to determine the

total demand under this category. The allocation to all the successful Eligible Employees will be made at the Offer Price.

• If the aggregate demand in this category is less than or equal to 25,000 Equity Shares at or above the Offer Price,

full allocation shall be made to the Eligible Employees to the extent of their demand. • If the aggregate demand in this category is greater than 25,000 Equity Shares at or above the Offer Price, the

allocation shall be made on a proportionate basis up to a minimum of [•] Equity Shares and in multiple of one Equity Share thereafter. For the method of proportionate basis of allocation, refer below.

• Only Eligible Employees eligible to apply under Employee Reservation Portion.

(D) For QIBs

• Bids received from the QIB Bidders at or above the Offer Price shall be grouped together to determine the total demand under this portion. The allotment to all the QIB Bidders will be made at the Offer Price.

• The QIB Portion shall be available for allotment to QIB Bidders who have bid in the Offer at a price that is equal to

or greater than the Offer Price.

• Allotment shall be undertaken in the following manner:

(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion shall be determined as follows:

(i) In the event that Mutual Fund Bids exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done on a proportionate basis for up to 5% of the QIB Portion.

(ii) In the event that the aggregate demand fom Mutual Funds is less than 5% of the QIB Portion then all Mutual

Funds shall get full allotment to the extent of valid bids received above the Offer Price. (iii) Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for allotment to

all QIB Bidders as set out in (b) below;

(b) In the second instance allotment to all QIBs shall be determined as follows:

(i) In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Offer Price shall be allotted Equity Shares on a proportionate basis for up to 95% of the QIB Portion.

(ii) Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for

by them, are eligible to receive Equity Shares on a proportionate basis along with other QIB Bidders. (iii) Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation

to the remaining QIB Bidders on a proportionate basis.

• The aggregate allotment to QIB Bidders shall not be less than 2,685,000 Equity Shares. Illustration of Allotment to QIBs and Mutual Funds (“MF”) A. Offer Details Sr. No. Particulars Offer details

1. Offer size 200 million equity shares 2. Allocation to QIB (60%) 100 million equity shares Of which: a. Allocation to MF (5%) 5 million equity shares b. Balance for all QIBs including MFs 95 million equity shares

3. No. of QIB applicants 10

4. No. of shares applied for 500 million equity shares

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B. Details of QIB Bids S.No Type of QIB bidders# No. of shares bid for (in million)

1. A1 50

2. A2 20

3. A3 130

4. A4 50

5. A5 50

6. MF1 40

7. MF2 40

8. MF3 80 9. MF4 20 10. MF5 20

Total 500 # A1-A5: ( QIB bidders other than MFs), MF1-MF5 ( QIB bidders which are Mutual Funds) C. Details of Allotment to QIB Bidders/ Applicants

(Number of equity shares in million) Type of QIB bidders

Shares bid for Allocation of 5 million Equity Shares to MF proportionately (please see note 2 below)

Allocation of balance 95 million Equity Shares to QIBs proportionately (please see note 4 below)

Aggregate allocation to MFs

(I) (II) (III) (IV) (V)

A1 50 0 9.60 0 A2 20 0 3.84 0 A3 130 0 24.95 0 A4 50 0 9.60 0 A5 50 0 9.60 0 MF1 40 1 7.48 8.48 MF2 40 1 7.48 8.48 MF3 80 2 14.97 16.97 MF4 20 0.5 3.74 4.24 MF5 20 0.5 3.74 4.24 500 5 95 42.42 Please note:

1. The illustration presumes compliance with the requirements specified in the Draft Red Herring Prospectus in the section titled “Offer Structure” beginning on page 177.

2. Out of 100 million Equity Shares allocated to QIBs, 5 million (i.e. 5%) will be allocated on proportionate basis

among 5 Mutual Fund applicants who applied for 200 shares in QIB category. 3. The balance 95 million Equity Shares (i.e. 100 - 5 (available for MFs)) will be allocated on proportionate basis

among 10 QIB applicants who applied for 500 Equity Shares (including 5 MF applicants who applied for 200 Equity Shares).

3. The figures in the fourth column titled “Allocation of balance 95 million Equity Shares to QIBs proportionately” in

the above illustration are arrived as under:

• For QIBs other than Mutual Funds (A1 to A5)= No. of shares bid for (i.e. in column II) X 95 / 495 • For Mutual Funds (MF1 to MF5)= [(No. of shares bid for (i.e. in column II of the table above) less Equity

Shares allotted ( i.e., column III of the table above)] X 95 / 495

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• The numerator and denominator for arriving at allocation of 95 million shares to the 10 QIBs are reduced by 5

million shares, which have already been allotted to Mutual Funds in the manner specified in column III of the table above.

Method of proportionate Basis Of Allotment

In the event of the Offer being over-subscribed, the Company shall finalise the basis of allotment in consultation with the Designated Stock Exchange. The Executive Director (or any other senior official nominated by them) of the Designated Stock Exchange along with the BRLMs and the Registrar to the Offer shall be responsible for ensuring that the basis of allotment is finalised in a fair and proper manner.

The allotment shall be made in marketable lots, on a proportionate basis as explained below:

• Bidders will be categorised according to the number of Equity Shares applied for.

• The total number of Equity Shares to be allotted to each category as a whole shall be arrived at on a proportionate

basis, which is the total number of Equity Shares applied for in that category (number of Bidders in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-subscription ratio.

• Number of Equity Shares to be allotted to the successful Bidders will be arrived at on a proportionate basis, which

is total number of Equity Shares applied for by each Bidder in that category multiplied by the inverse of the over-subscription ratio.

• In all Bids where the proportionate allotment is less than [�] Equity Shares per Bidder, the allotment shall be made

as follows:

• Each successful Bidder shall be allotted a minimum of [�] Equity Shares; and

• The successful Bidders out of the total Bidders for a category shall be determined by draw of lots in a manner such that the total number of Equity Shares allotted in that category is equal to the number of Equity Shares calculated in accordance with (b) above.

• If the proportionate allotment to a Bidder is a number that is more than [�] but is not a multiple of one (which is

the marketable lot), the number in excess of the multiple of one would be rounded off to the higher multiple of one if that number is 0.5 or higher. If that number is lower than 0.5, it would be rounded off to the lower multiple of one. All Bidders in such categories would be allotted Equity Shares arrived at after such rounding off.

• If the Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares allotted to

the Bidders in that category, the remaining Equity Shares available for allotment shall be first adjusted against any other category, where the allotted shares are not sufficient for proportionate allotment to the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment will be added to the category comprising Bidders applying for minimum number of Equity Shares.

Payment of Refunds Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository Participant-Identification (DP ID) number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to the Offer will obtain from the Depository, the Bidders bank account details including the nine digit Magnetic Ink Character Recognition (MICR) code as appearing on a cheque leaf. Hence, Bidders are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in credit of refunds to Bidders at the Bidders sole risk and neither the BRLMs nor our Company nor the Escrow Collection Banks nor the Refund Banker nor the Registrar shall have any responsibility and undertake any liability for the same. Mode of making Refunds The payment of refund, if any, would be done through various modes in the following order of preference:

1. ECS — Payment of refund would be done through ECS for applicants having an account at any of the following 15 centres: Ahmedabad, Bangalore. Bhubneshwar, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Kolkata, Mumbai, Nagpur, New Delhi, Patna and Thiruvananthapuram. This mode of payment of refunds would be subject to availability of complete bank account details including the nine-digit MICR code as appearing on a cheque leaf from the Depository. The payment of refund through ECS is mandatory for applicants having a bank account at any of the 15 centres named hereinabove, except where the applicant is otherwise disclosed as eligible to

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receive refunds through direct credit or RTGS. Refunds through ECS may also be done at other locations based on operational efficiency and in terms of demographic details obtained by Registrar from the depository participants.

2. NEFT (National Electronic Fund Transfer) – Payment of refund shall be undertaken through NEFT wherever the

applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC Code will be obtained from the website of RBI as on a date immediately prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC Code of that particular bank branch and the payment of refund will be made to the applicants through this method. The process flow in respect of refunds by way of NEFT is at an evolving statge hence use of NEFT is subject to operational feasibility, cost and process efficiency. In the event that NEFT is not operationally feasible, the payment of refunds would be made through any one of the other modes as discussed in the sections. Our Company, in consultation with the BRLMs and the Registrar may decide to use the National Electronic Funds Transfer (‘‘NEFT’’) facility for payment of refunds.

3. Direct Credit—Applicants having their bank account with the Refund Banker shall be eligible to receive refunds, if

any, through direct credit. Charges, if any, levied by the Refund Bank(s) for the same will be borne by our Company.

4. RTGS—Applicants having a bank account at any of the 15 centres detailed above, and whose Bid Amount exceeds

Rs. 1 million, shall have the option to receive refunds, if any, through RTGS. Such eligible applicants who indicate their preference to receive refunds through RTGS are required to provide the IFSC code in the Bid cum Application Form. In the event of failure to provide the IFSC code in the Bid cum Application Form, the refund shall be made through the ECS or direct credit, if eligibility is disclosed. Charges, if any, levied by the Refund Bank(s) for the same will be borne by our Company. Charges, if any, levied by the applicant’s bank receiving the credit will be borne by the applicant.

5. Please note that only applicants having a bank account at any of the 15 centres where clearing houses for ECS are

managed by the RBI are eligible to receive refunds through the modes detailed hereinabove. For all the other applicants, including applicants who have not updated their bank particulars along with the nine-digit MICR Code, the refund orders will be dispatched ‘‘Under Certificate of Posting’’ for refund orders of value up to Rs. 1,500 and through Speed Post/Registered Post for refund orders of Rs. 1,500 and above. Some refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders.

Letters of allotment or refund orders Our Company shall give credit to the beneficiary account with Depository Participants within two working days from the date of the allotment of Equity Shares. Applicants having bank accounts at any of the 15 centres where clearing houses are managed by the Reserve Bank of India (RBI) will get refunds through Electronic Credit Service (ECS) only, except where applicant is otherwise disclosed as eligible to get refunds through direct credit or Real Time Gross Settlement (RTGS). In case of other applicants, our Company shall ensure despatch of refund orders, if any, of value up to Rs. 1,500 by “Under Certificate of Posting”, and shall dispatch refund orders of Rs. 1,500 and above, if any, by registered post or speed post. Applicants to whom refunds are made through Electronic transfer of funds will be sent a letter (refund advice) through “Under Certificate of Posting” intimating them about the mode of credit of refund within 15 days of closure of Offer. Our Company shall ensure despatch of refund orders/refund advice, if any, by “Under Certificate of Posting” or registered post or speed post or Electronic Clearing Service or Direct Credit or RTGS, as applicable, only at the sole or First Bidder’s sole risk within 15 days of the Bid Closing Date/Offer Closing Date, and adequate funds for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be made available to the Registrar by the Issuer. In accordance with the requirements of the Stock Exchanges and SEBI Guidelines, our Company undertakes that:

• Allotment shall be made only in dematerialised form within 15 days from the Offer Closing Date; • Despatch of refund orders/ refund advice shall be done within 15 days from the Offer Closing Date; and • Our Company shall pay interest at 15.0% per annum (for any delay beyond the 15-day time period as mentioned

above), if allotment is not made, refund orders/ credit intimation are not despatched and in case where a refund is made through electronic mode, the refund instructions have not been given to the clearing system, and demat credit within the 15-day time prescribed above, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the electronic transfer.

• Our Company will provide adequate funds required for the cost of despatch of refund orders/ refund advice/ allotment advice to the Registrar to the Offer.

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Save and except refunds effected through the electronic mode i.e ECS, direct credit or RTGS, refunds will be made by cheques, pay orders or demand drafts drawn on the Refund Bank and payable at par at places where Bids are received. The bank charges, if any, for encashing such cheques, pay orders or demand drafts at other centres will be payable by the Bidders. Disposal of Applications And Application Monies Our Company shall ensure dispatch of allotment advice, refund orders (except for Bidders who receive refunds through electronic transfer of funds) and give benefit to the beneficiary account with Depository Participants and submit the documents pertaining to the allotment to the Stock Exchanges within 2 (two) working days of date of Allotment. In case of applicants who receive refund through ECS, direct credit or RTGS, the refund instruction will be given to the clearing system within 15 days from the Bid/ Offer Closing Date. A suitable communication shall be sent to the bidders receiving refunds through this mode within 15 days of Bid/ Offer Closing Date, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund Our Company shall dispatch refund orders, as per the procedure mentioned under section “Letters of allotment or refund orders” on page no 200 of this Draft Red Herring Prospectus We will provide adequate funds required for dispatch of refund orders or allotment advice to the Registrar to the Offer. We shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges where the Equity Shares are proposed to be listed, are taken within 7 (seven) working days finalsation of the basis of allotment. In accordance with the Companies Act, the requirements of the Stock Exchanges and the SEBI (DIP) Guidelines we further undertake that:

• allotment of Equity Shares shall be made only in dematerialised form within 15 (fifteen) days of the Bid /Offer Closing Date;

• dispatch of refund orders within 15 (fifteen) days of the Bid /Offer Closing Date would be ensured; and • we shall pay interest at 15% (fifteen) per annum (for any delay beyond the 15 (fifteen)-day time period as

mentioned above), if Allotment is not made and refund orders are not dispatched and/or demat credits are not made to investors within the 15 (fifteen)-day time prescribed above as per the guidelines issued by the Government of India, Ministry of Finance pursuant to their letter No. F/8/S/79 dated July 31, 1983, as amended by their letter No. F/14/SE/85 dated September 27, 1985, addressed to the stock exchanges, and as further modified by SEBI’s Clarification XXI dated October 27, 1997, with respect to the SEBI Guidelines.

Refunds will be made by cheques, pay orders or demand drafts drawn on the Escrow Collection Banks and payable at par at places where Bids are received. Bank charges, if any, for cashing such cheques, pay orders or demand drafts at other centers will be payable by the Bidders. Interest in case of delay in dispatch of allotment letters/making refunds We agree that allotment of securities offered to the public shall be made not later than 15 days from the Bid/Offer Closing Date. We further agree that we shall pay interest at 15% per annum if the allotment letters/refunds orders have not been dispatched to the applicants within 15 days of the Bid/ Offer Closing Date or if in a case where refund or portion thereof is made in an electronic manner, the refund instructions have not been given to the clearing system in a disclosed manner within 15 days from the Bid/Offer Closing Date, provided that the beneficiary particulars relating to such Bidders as given by the Bidders is valid at the time of the upload of the electronic transfer. In case of revision in the Price Band, the Bidding/Offer Period will be extended for three additional days after revision of Price Band. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the BSE and NSE, by issuing a press release, and also by indicating the change on the web site of the BRLM and at the terminals of the Syndicate. Impersonation Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 68 A of the Companies Act, which is reproduced below: “Any person who:

a. makes in a fictitious name, an application to a company for acquiring or subscribing for, any shares therein, or

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b. otherwise induces a company to allot, or register any transfer of shares, therein to him, or any other person in a fictitious name,

shall be punishable with imprisonment for a term which may extend to five years.” Undertaking by our Company We undertake as follows:

• that the complaints received in respect of this Offer shall be attended to expeditiously and satisfactorily; • that all steps will be taken for the completion of the necessary formalities for listing and commencement of trading

at all the stock exchanges where the Equity Shares are proposed to be listed within seven working days of finalization of the basis of allotment;

• that the funds required for making refunds to unsuccessful applicants as per the modes disclosed shall be made available to the Registrar to the Offer by us;

• that where refunds are effected through electronic transfer of funds, a suitable communication shall be sent to the applicant within 15 days of closure of the Offer giving details of the bank where refunds shall be credited along with the amount and expected date of electronic credit of the refund.

• refunds shall be made as per the modes disclosed and allotment advice shall be dispatched to NRIs or FIIs within the specified time.

• subject to the Pre-IPO placement, no further issue of Equity Shares shall be made till the Equity Shares issued through this Draft Red Herring Prospectus are listed or until the Bid monies are refunded on account of non-listing, under-subscription etc.

• at any given time there shall be only one denomination for the shares of our Company • we shall comply with such disclosures and accounting norms as specified by SEBI from time to time.

Undertakings by the Selling Shareholder Selling Shareholder undertake as follows:

• the Equity Shares being sold pursuant to the Offer for Sale, have been held by the Selling Shareholder for a period of more than one year and the Equity Shares are free and clear of any liens or encumbrances, and shall be transferred to the eligible & successful Bidders within the specified time; and

• That the Selling Shareholder shall not have recourse to the proceeds of the Offer until the approval for the trading of the Equity Shares from all the stock exchanges, where listing is sought, has been received;

• That the Selling Shareholder has authorized the Compliance Officer and Registrar to the Offer to redress complaints, if any, of the investors;

Utilization of Offer proceeds The Board of Directors of our Company certifies that: • all monies received out of the Offer shall be transferred to a separate Bank Account other than the bank account

referred to in sub-section (3) of Section 73 of the Companies Act; • details of all monies utilized out of this Offer referred above shall be disclosed under an appropriate separate head in

the balance sheet of our Company indicating the purpose for which such unutilized monies have been invested; • Details of all monies utilised out of the funds received from Employee Reservation Portion shall be disclosed under

an appropriate head in the balance sheet of the Company, indicating the purpose for which such monies have been utilised;

• Details of all unutilized monies out of this Offer, if any, shall be disclosed under an appropriate separate head in the balance sheet of our Company indicating the form in which such unutilized monies have been invested.

• Details of all unutilized monies out of the funds received from the Employee Reservation Portion shall be disclosed under a separate head in the balance sheet of the Company, indicating the form in which such unutlilised monies have been kept;

• Our Company shall comply with the requirements of Clause 49 of the Listing Agreement in relation to the disclosure and monitoring of the utilization of the proceeds of the Offer.

• We and the Selling Shareholder shall not have recourse to the Offer Proceeds until the approval for listing and trading of the Equity Shares from all the Stock Exchanges where listing is sought has been received.

Withdrawal of the Offer Our Company in consultation with the BRLMs reserves the right not to proceed with the Offer at anytime including after the Bid/Offer Opening Date without assigning any reason thereof. In terms of the SEBI Guidelines, QIB Bidders shall not be allowed to withdraw their Bid after the Bid/Offer Closing date.

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Equity Shares in Dematerialized Form with NSDL or CDSL As per the provisions of Section 68B of the Companies Act, the Equity Shares in this Offer shall be allotted only in a dematerialized form, (i.e. not in the form of physical certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, two agreements have been signed among us, the respective Depositories and the Registrar to the Offer: a) A tripartite agreement dated [●], 2007 with NSDL, us and Registrar to the Offer; b) A tripartite agreement dated [●], 2007 with CDSL, us and Registrar to the Offer. All bidders can seek allotment only in dematerialized mode. Bids from any investor without relevant details of his or her depository account are liable to be rejected. a) A Bidder applying for Equity Shares must have at least one beneficiary account with either of the Depository

Participants of either NSDL or CDSL prior to making the Bid. b) The Bidder must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s

Identification number) appearing in the Bid-cum-Application Form or Revision Form. c) Equity Shares allotted to a successful Bidder will be credited in electronic form directly to the beneficiary account (with

the Depository Participant) of the Bidder d) Names in the Bid-cum-Application Form or Revision Form should be identical to those appearing in the account details

in the Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account details in the Depository.

e) Non-transferable allotment advice will be directly sent to the Bidder by the Registrar to this Offer. Refunds will be made directly by the Registrar to the Offer as per the modes disclosed.

f) If incomplete or incorrect details are given under the heading ‘Request for Equity Shares in electronic form’ in the Bid-cum-Application Form or Revision Form, it is liable to be rejected.

g) The Bidder is responsible for the correctness of his or her demographic details given in the Bid-cum-Application Form vis-à-vis those with his or her Depository Participant.

h) It may be noted that Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and CDSL. All the Stock Exchanges where our Equity Shares are proposed to be listed have electronic connectivity with CDSL and NSDL.

i) The trading of the Equity Shares of our Company would be in dematerialized form only for all investors. Communications All future communications in connection with Bids made in this Offer should be addressed to the Registrar to the Offer quoting the full name of the sole or First Bidder, Bid-cum-Application Form number, details of Depository Participant, number of Equity Shares applied for, date of Bid form, name and address of the member of the Syndicate where the Bid was submitted and cheque or draft, number and issuing bank thereof. Investors can contact the Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, refund orders etc. RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. No person shall make a Bid in pursuance of this Offer unless such person is eligible to acquire Equity Shares of our Company in accordance with applicable laws, rules, regulations, guidelines and approvals. As per current foreign investment policies, foreign investment in the real estate sector is permitted under the automatic route in relation to investments by NRIs. Investors making a bid in response to the Offer will be required to confirm and will be deemed to have represented to our Company, the BRLMs, the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to subscribed to the Equity Shares of our Company and will not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the BRLMs, the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor whether such investor is eligible to subscribe to Equity Shares of our Company.

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Foreign Investment in the Real Estate Sector Foreign investment in the real estate sector is regulated by the relevant provisions of the FDI Manual dated November 2005 (“FDI Manual”), the Foreign Exchange Management (Transfer of Issue of Security by a person Resident Outside India) Regulations, 2000 (“FEMA Regulations”), and the relevant Press Notes issued by the Secretariat for Industrial Assistance, GoI. FDI Manual Item No. 9 of Annexure II to the said FDI Manual outlines the sectoral caps in relation to ‘Housing and Real Estate’. The said annexure, specifies the following as activities under the automatic route in which Investment are permitted only by NRI’s: a. Development of serviced plots and construction of built up residential premises b. Investment in real estate covering construction of residential and commercial premises including business centres and

offices c. Development of townships d. City and regional level urban infrastructure facilities, including both roads and bridges e. Investment in manufacture of building materials, which is also open to FDI f. Investment in participatory ventures in (a) to (e) above g. Investment in housing finance institutions, which is also open to FDI as an NBFC. FEMA Regulations The FEMA Regulations, state that the investment cap in the real estate on the activities in the ‘Housing and Real Estate’ is permit investment to the extent of 100% only by NRIs in the following specified areas: a. Development of serviced plots and construction of built up residential premises b. Investment in real estate covering construction of residential and commercial premises including business centres and

offices c. Development of townships d. City and regional level urban infrastructure facilities, including both roads and bridges e. Investment in manufacture of building materials, which is also open to FDI f. Investment in participatory ventures in (a) to (c) above g. Investment in housing finance institutions, which is also open to FDI as an NBFC. However, all other forms of FDI are prohibited in relation to Housing and Real Estate Business. Press Note 2 of 2005 The law in relation to investment in the real estate sector has further been modified vide press note 2 of 2005, bearing No. 5(6)/2000-FC dated March 3, 2005. The said press note has also amended certain press notes which have been issued earlier, in the same field. Under the said press note 2, FDI up to 100% under the automatic route is allowed in ‘townships, housing, built-up infrastructure and construction-development projects (which would include, but not be restricted to, housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure)’, subject to the compliance with the following requirements. a. Minimum area to be developed under each project is as under 1. In case of development of serviced housing plots, a minimum land area of 10 hectares. 2. In case of construction-development projects, a minimum built up area of 50,000 square meters 3. In case of a combination project, anyone of the above two conditions would suffice b. Minimum capitalization of US$ 10 million for wholly owned subsidiaries and US$ 5 million for joint ventures with Indian partners. The funds are to be brought in within six months of commencement of business of the Company. c. Original investment is not to be repatriated before a period of three years from completion of minimum capitalization. The investor is to be permitted to exit earlier with prior approval of the Government through the FIPB. At least 50% of the project must be developed within a period of five years from the date of obtaining all statutory clearances. The investor would not be permitted to sell undeveloped plots. Therefore applicable law only permits investment by an NRI under the automatic route in the ‘Housing and Real Estate’ sector upto 100% in relation to townships, housing, built-up infrastructure and construction development projects (which would include, but not be restricted to, housing, commercial premises, hotels, resorts, hospitals, educational institutions, recreational facilities, city and regional level infrastructure) and additionally permits upto 100 % FDI in the ‘Housing and Real Estate’ subject to compliance with the terms provided in press note 2 of 2005.

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We have applied to the RBI by application dated November 29, 2007 seeking clarification that FIIs may be permitted to participate in this Offer. We have sought a confirmation from the DIPP vide our letter dated September 17, 2007 on FIIs being permitted to participate in the Offer under the portfolio scheme. Note: • As per the existing policy of the Government of India, OCBs cannot participate in this Offer. • Non-residents such as FVCIs, multilateral and bilateral development financial institutions are not permitted to participate in the Offer and this Offer is being offered in India only. The Equity Shares have not been and will not be registered under the Securities Act or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or benefit of, ‘‘U.S. persons’’ (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares are only being offered and sold outside the United States to certain persons in offshore transactions in compliance with Regulation S under the Securities Act and the applicable laws of the jurisdiction where those offers and sales occur.

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SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY COMPANY NOT TO PURCHASE ITS OWN SHARES 3. Save as permitted by Section 77 of the Act, the funds of the Company shall not be employed in the purchase of, or

lent on the security of shares of the Company and the Company shall not give, directly or indirectly, any financial assistance whether by way of loan, guarantee, the provisions of security or otherwise, for the purpose of or in connection with any purchase of or subscription for shares in the Company or any company of which it may, for the time being, be subsidiary.

Notwithstanding anything contained in these articles, the Company shall have the power to buy-back such of the Company’s own shares or other specified securities as it may think necessary, subject to such limits, upon such terms and conditions, and in accordance with the provisions of sections 77A, 77B and all other applicable provisions of the Act and rules made thereunder.

SHARES 4. (i) The Share Capital of the Company shall be specified from time to time in the Memorandum of

Association of the Company.. (ii) Subject to the provisions of Section 80 of the Act and these Articles, the Company shall have power to

issue Preference Shares carrying a right to redemption of shares out of profits which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of such redemption or liable to be redeemed at the option of the company and the Board may, subject to the provisions of Section 80 of the Act, exercise such power in such manner as it may think fit.

5. Subject to the provisions of these Articles, the shares shall be under the control of the Board who may allot or

otherwise dispose of the same to such persons, on such terms and conditions, at such times, either at par or at a premium, and for such consideration as the Board thinks fit, Provided that, where at any time (after the expiry of two years from the formation of the Company or at any time after the expiry of one year from the allotment of shares in the Company made for the first time after its formation, whichever is earlier) it is proposed to increase the subscribed capital of the Company by the allotment of further shares then, subject to the provisions of Section 81(1A) of the Act, the Board shall issue such shares in the manner set out in Section 81(1) of the Act, Provided that, option or right to call of any shares shall not be given to any person except with the sanction of the Company in general meeting.

6. As regards all allotments made from time to time the Company shall duly comply with Section 75 of the Act. 7. If the Company shall offer any of its shares to the public for subscription: (i) no allotment thereof shall be made, unless the amount stated in the prospectus as the minimum

subscription has been subscribed, and the sum payable on application thereof has been paid to and received by the Company.

(ii) the amount payable on application on each share, shall not be less than 5 per cent of the nominal amount

of the share; and (iii) the Company shall comply with the provisions of subsection (4) of Section 69 of the Act. And if the Company shall propose to commence business after filing a statement in lieu of prospectus, the Board

shall not make any allotment of shares payable in cash unless Section 70 and 149 of the Act shall have been complied with.

8. The company may exercise the powers of paying commission conferred by Section 76 of the Act, provided that the

rate percent, or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the said Section and commission shall not exceed 5 per cent of the price at which any shares in respect where of the same is paid, are issued or Two and half per cent of the price at which any debentures are issued (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also on any issue of shares or debentures pay such brokerage as may be lawful.

9. Subject to provisions of Section 79 of the Act and these Articles, the Board may issue at a discount, shares of a

class already issued.

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10. If by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be

payable by instalment, every such instalment shall when due, be paid to the company by the person who, for the time being, shall be the registered holder of the share or by his executor or administrator.

11. The joint-holder of a share shall be severally as well as jointly liable for the payment of all instalment and calls due

in respect of such share. 12. Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the

absolute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction, or as by statute required, be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person.

13. Shares may be registered in the name of any person, company or other body corporate. Not more than four persons

shall be registered as joint holders of any share. CERTIFICATES 14. Subject to the provisions of the Companies (Issue of Share Certificate) Rules, 1960, or any statutory modification

or re-enactment thereof, share certificates shall be issued as follows : (i) The Certificates of title to share an duplicates thereof when be affixed in the presence of (i) two Directors

or a Director and a person acting on behalf of another Director under a duly registered power of attorney or two persons acting as attorneys for two Directors as aforesaid; and (ii) the Secretary or some other person appointed by the Board for the purpose; all of whom shall sign such share certificate; provided that, if the composition of the Board permits of it, at least one of the aforesaid two Directors shall be a person other than a managing or whole time Director.

(ii) Every member shall be entitled free of charge to one certificate for all the shares of each class registered

in his name or, if any member so wished, to several certificates each for one or more of such shares, but in respect of each additional certificate which does not comprise shares in lots or market units of trading, the Board may charge a gee of Rs.2/- or such less sum as the Board may determine. Save as provided in Section 113 of the Act, the Company shall either within three months after the date of allotment and on surrender to the Company of its letter making the allotment or of is fractional certificates of requisite value (except in the case of issue against letters of acceptance or of renunciation or in the case of issue of bonus shares) or within two months after the receipt of application for the registration of the transfer (within the meaning of the said Section 113), sub-division, consolidation, renewal or exchange of any of its shares, as the case may be, deliver the certificates of such shares. Every certificate of shares shall specify the name of the person in whose favour the certificate is issued, the shares to which it relates and the amount paid up thereon. Particulars of every certificate issued shall be entered in the Register maintained in the form set out in the above Rules or, in a form as near thereto as circumstance admit, against the name of the persons to whom it has been issued, indicating the date of issue. In respect of any share held jointly by several person, the Company shall not be bound to issue more than one certificate and delivery of a certificate to one of several joint-holders shall be sufficient delivery to all such holders.

(iii) If any certificate of any share or shares be surrendered to the Company for sub-division or consolidation

or if any certificate be defaced, torn or old, decrepit, wornout or where the cages on the reverse for recording transfers have been duly utilized, then, upon surrender thereof to the Company, the Board may order the same to be cancelled and may issue a new certificate in lieu thereof; and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Board, and on such indemnity as the Board thinks for being given, a new certificate in lieu thereof shall be given to the party entitled to the shares to which such lost or destroyed certificate shall relate. Where a certificate has been issued in place of a certificate which has been defaced, etc., lost or destroyed, it shall state on the face of it and against the stub or counterfoil that it is issued in lieu of a share certificate or is a duplicate issued for the one so defaced etc., lost or destroyed, as the case may be, and in the case of certificate issued in place of one which has been lost or destroyed, the work ‘duplicate’ shall be stamped or punched in bold letters across the face thereof. For every certificate issued under this Article, there shall be paid to the Company such out of pocket expenses incurred by the Company in investigating evidence as the Board may determine.

Provided that notwithstanding what is stated above, the Directors shall comply with such Rules or Regulations or requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities Contracts (Regulation) Act, 1956 or any other Act or rules applicable in this regard.

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(iv) No fee shall be charged for subdivision and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal, pucca transfer receipts in denominations corresponding to the market units of trading; for sub-division of renounceable letters of right; for issue of new certificates in replacement of those which are old, decrepit or worn out, or where the cages on the reverse for recording transfers have been fully utilized. Provided that the Company may charge such fees as may be agreed by it with the Stock Exchange with which its shares may be enlisted for the time being for issue of new certificates in replacement of those that are torn, defaced, lost or destroyed and for sub-division and consolidation of share and debenture certificates and for sub-division of letters of allotment and split, consolidation, renewal and pucca transfer receipts into dominations other than those fixed for the market units of trading.

(v) Where a new share certificate has been issued in pursuance of paragraph (3) above, particulars of every

such certificate shall also be entered in a Register of Renewed and Duplicate Certificates indicating against the name of the person to whom the certificate issued, the number and date of issue of the certificate in lieu of which the certificate is issued and the necessary changes indicated in the Register by suitable cross-references in the ‘Remark’ Column. All entries made in the Register of Renewal and Duplicate Certificates shall be authenticate by the Secretary or such person as may be appointed by the Board for purposes of sealing and signing the share certificate under Paragraph (1) hereof.

CALLS 15. The Board may, from time to time, subject to the terms on which any shares may have been issued and subject to

the provisions of Section 91 of the Act, make such calls as the Board thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively and not by the conditions of allotment thereof, made payable at fixed times and each member shall pay the amount of every call so made to him to the persons and the times and places appointed by the Board. A call may be made payable by instalments and shall be deemed to have been made when the resolution of the Board authorizing such call was passed.

16. No call shall exceed one-fourth of the nominal amount of share, or be made payable within one month after the last

preceding call was payable. Not less than fourteen day’s notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid.

17. (i) If the sum payable in respect of any call or instalment be not paid on or before the day appointed for

payment thereof, the holder for the time being in respect of the share for which the call shall have been made or the instalment shall be due shall pay interest for the same at the rate of 12 per cent per annum from the day appointed for the payment thereof to the time of the actual payment or at such lower rate (if any) as the Board may determine.

(ii) The Board shall be at liberty to waive payment of any such interest either wholly or in part. 18. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by instalments at

fixed times, whether on account of the amount of the share or by way of premium, every such amount or instalment shall be payable as if it were a call duly made by the Board and of which due notice had been given, and all the provisions herein contained in respect of calls shall relate to such amount or instalment accordingly.

19. On the trial or hearing of any action or suit brought by the Company against any shareholder or his representatives

to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to prove that name of the defendant is, or was when the claim arose on the Register as a holder, or one of the holders of number of shares in respect of which such claim is made, and that the amount claimed is not entered as paid in the books of the company and it shall not be necessary to prove the appointment of the Board who made any call, nor that a quorum was present at the Board meeting, at which any call was made nor that the meeting at which any call was made was duly convened or constituted, nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

20. The Board may, if it thinks fit, receives from any member willing to advance the same, all or any of the money due

upon the share held by him beyond the sums actually called for, and upon the money so paid or satisfied in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the share in respect of which such advance has been made, the Company may pay interest at such rate not exceeding unless the Company in general meeting shall otherwise direct, 6 per cent annum as the member paying such sum in advance and the Board agree upon them Money so paid in excess of the amount of the calls shall not rank for dividends or confer a right to participate in profits. The Board may at any time repay the amount so advanced upon giving to such member not less than three month’s notice in writing.

21. A call may be revoked or postponed at the discretion of the Board.

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FORFEITURE AND LIEN 22. If any member fails to pay any call or instalment of a call on or before the day appointed for the payment of the

same, the Board may, at any time thereafter during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

23. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on

and at which such call or instalment and such interest and expenses as aforesaid are to be paid. The notice shall also state that in the event of non-payment at or before the time, and at the place appointed, the shares in respect of which such call was made or instalment is payable will be liable to be forfeited.

24. If the requisition of any such notice as aforesaid be not complied with any share in respect of which such notice has

been given, may, at any time there-after, before payment of all calls or instalment, interest and expenses, due in respect thereof, be forfeited by a resolution of the Board to that effect, such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

25. When any shares shall have been so forfeited, notice of the resolution shall be given to the member in whose name

it stood immediately prior to the forfeiture and entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any aommission or-neglect to give such notice or to makes such entry as aforesaid.

26. Any shares so forfeited shall be deemed to be the property of the Company, and the Board may sell, re-allot, or

otherwise dispose of the same in such manner as it thinks fit. 27. The Board may, at any time before any share so forfeited shall have been sold, re-alloted or otherwise disposed of

annual the forfeiture thereof upon such conditions as it thinks fit. 28. A person whose share has been forfeited shall cease to be a member in respect of the forfeited share, but shall not

withstanding, remain liable to pay, and shall forthwith pay to the Company, all calls or instalments, interest and expenses, owning upon or in respect of such share, at the time of the forfeiture, together with interest thereon, from the time of forfeiture until payment, at 12 percent per annum and the Board may enforce the payment thereof, or any part thereof, without any deduction or allowance for the value of the shares at the time of forfeiture, but shall not be under any obligation to do so.

29. A duly verified declaration in writing that the declarant is a Director, Manager, or Secretary of the Company, and

that certain shares in the Company have been duly forfeited on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the shares and such declaration and the receipt of the Company for the consideration, if any, given for the shares on the sale or disposition thereof shall constitute a good title to such shares and the person to whom any such shares is sold shall be registered as the holder of such share and shall not be bound to see to the application of the purchase money, nor shall his title to such share be any irregularity or invalidity in the proceeding in reference to such forfeiture, sale or disposition.

30. The provisions of Articles 22 to 29 hereof shall apply in the case of no payment of any sum which, by the terms of

a issue of a share, becomes payable at a fixed time, whether on account of the nominal value of a share or by way of premium, as it the same had been payable by virtue of a call duly made and notified.

31. The Company shall have a first and paramount lien on every share not being fully paid up registered in the name of

each member (whether solely or jointly with others), and upon the proceeds of sale thereof for moneys called or payable at a fixed time in respect of such share whether the time for the payment thereof shall have actually arrived or not and no equitable interest in any share shall be creded except upon the footing and condition that Article 12 hereof is to have full effect. Such lien shall extend to all dividends from time to time declared in respect of such share. Unless otherwise agreed, the registration of a transfer of a share shall operate as a waiver of the Company’s lien, if any, on such share.

32. For the purpose of enforcing such lien the Board may sell the share subject thereto in such manner as no thinks fit,

but no sale shall be made until such time for payment as aforesaid shall have arrived and until notice in writing of the intention to sell shall have been served on such member, his executor or administrator or his committee, curator bonis or other legal representative as the case may be and default shall have been made by him or them in the payment of the moneys called or payable at a fixed time in respect of such share for seven days after the date of such notice.

33. The net proceeds of the sale shall be received by the Company and applied in or towards payment of such part of

the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like

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lien for sums not presently payable as existed upon the share before the sale) be paid to the person entitled to the share at the date of the sale.

34. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given, the

Board may appoint some person to execute an instrument of transfer of the share said and cause the Purchaser’s name to be entered in the Register in respect of the share sold, and the purchaser shall not be bound to see to the regularity of the proceedings, nor to the application of the purchase money, and as per his name has been entered in the Register in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

35. Where any share under the powers in that behalf herein contained is sold by the Board and the certificate in respect

thereof has not been delivered up to the Company by the former holder of such share, the Board may issue a new certificate for such share distinguishing it in such manner as it may think fit from the certificate not so delivered up.

TRANSFER AND TRANSMISSION 36. Save as provided in Section 108 of the Act, no transfer of a share shall be registered unless a proper instrument of

transfer duly stamped and executed by or on behalf of the transferor and by or on behalf of the transferee has been delivered to the Company within the time prescribed by Section 108 of Act together with the certificate or, if no such certificate is in existence, the letter of Allotment of the share. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. Each signature to such transfer shall be duly attested by the signature of one witness who shall add his address.

37. Application for registration of the transfer of a share may be made either by the transfer or the transferee, provided

that, where such application is made be the transferor, no registration shall in the case of a partly paid share, be effected unless the Company gives notice of the application to the transferee in the manner prescribed by Section 110 of the Act, and subject to file provisions of these Articles the Company shall, unless objection is made by the transferee within two weeks from the date of the receipt of the notice, enter in the Register the name of transferee in the same manner and subject to same conditions as if the application for registration of the transfer was made by the transferee.

38. Every instrument of transfer of shares shall be in the prescribed from and in accordance with the Section 108 of the

Act. 39. Subject to the provisions of Section 111 of the Act, the Board, without assigning any reason for such refusal, may

within two months from the date on which the instrument of transfer was delivered to the Company, refuse to register any transfer of, or the transmission by operation of law of the right to a share upon which the Company has a lien and in case of share not fully paid up the Board may refuse to register the transfer to a transferee of whom the board does not approve. The Board may also likewise refuse to register a transfer when any statutory prohibition or any attachment or prohibitory order of a competent authority restrains the board from transferring the shares out of the name of the transferor or when transferor object to the transfer provided he serves on the company within a reasonable time a prohibitory order of a Court of competent jurisdiction. Provided however, that the registration of a share shall not be refused on the grounds of the transfer being enter alone or jointly with any other person or persons indebted to the Company on any account whatsoever.

40. No transfer shall be made to a minor or person of unsound mind without the consent of the Board. 41. Every instrument of transfer shall be left at the office for registration, accompanied by the Certificate of the share

to be transferred or, if no such certificate is in existence, by the Letter of Allotment of the share and such other evidence as the Board may require to prove the title of the transferor his right to transfer the share. Every instrument of transfer which shall be registered shall be retained by the Company, but any instrument of transfer which the Board may refuse to register shall be returned to the person depositing the same.

42. If the Board refuses whether in pursuance of Articles 39 or otherwise to register the transfer of or the transmission

by operation of law or the right to any share, the Company shall, within two months from the date on which the instrument of transfer or the intimation of such transmission, as the case may be, was lodged with the Company, send to the transferee and to transferor or the person giving intimation of such transmission, as the case may be, notice of the refusal.

43. No fee shall be charged for registration, of transfer, grant or probate, grant of letters or administration, certificate of

death or marriage, of Attorney or similar other instruments. 44. The executor or administrator of a deceased member (not being one of several joint-holders) shall be the only

person recognized by the Company as have any title to the share registered in the name of such member and in case

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of the death of any one or more of the joint holders of any registered share, the survivor shall be the only person recognized by the Company as having any title to or interest in such share but nothing herein contained shall be taken to release the estate of a deceased joint holder from any liability on the share held by him jointly with any other person before recognizing any executor or Administrator the Board may as require him to obtain a Granta Probate or Letters of Administration or other legal representation, as the case may be from a competent Court in India and having effect in the town where the office of the Company is situated; Provided nevertheless that in any case where the Board in its absolute discretion thinks fit it shall be lawful for the Board to dispense with the production of Probate or letters of Administration or such other legal representation upon such terms as to indemnity or otherwise as the Board, in its absolute discretion may consider adequate.

45. Any committee or guardian of a lunatic (which terms shall include one who is an idiot or non compos mentis) or

any person becoming entitled to or to transfer a share in consequence of the death or bankruptcy or insolvency of any member upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or his title as the Board thinks sufficient, may with the consent of the Board (which the Board shall not be bound to give), be registered as a member in respect of such share, or may, subject to the regulations as to transfer herein before contained, transfer such share. This Article is hereinafter referred to as “The Transmission Article”.

46. (1) If the person so becoming entitled under the Transmission Article shall elect to be registered as holder of

the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that the so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by execution an

instrument of transfer of the shares. (3) All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the

registration of instruments of transfer of a share shall be applicable to any such notice or transfer, aforesaid as if the death, lunacy, bankruptcy or insolvency of the member had not occurred and the notice of transfer where a transfer signed by that member.

47. A person so becoming entitled under the Transmission Article to a share by reason of the death, lunacy, bankruptcy

or insolvency of holders shall, subject to the provisions of Article 79 and of Section of the Act, be entitled to the same dividends and other advantages as he would be entitled to if he were registered holder of the share except that no such person (other than a person becoming entitled under the Transmission Article to the share of a lunatic) shall before being registered as a member in respect of the share, be entitled to exercise in respect thereof any right conferred by membership in relation to meetings of the Company.

Provided that the Board may at any time give notice requiring any such person to elect either to be registered

himself or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold payment of all dividends, bonuses, or other moneys payable in respect of the share, until the requirements of the notice have been complied with.

INCREASE AND REDUCTION OF CAPITAL 48. The Company in general meeting may, from time to time, increase the capital by the creation of new shares of such

amount as may be deemed expedient. 49. Subject to the any special rights or privilege for the time being attached to any shares in the capital of the company

then issued, the new shares may be issued upon such terms and condition and with such rights and privileges attached thereto as the general meeting resolving upon the creation thereof shall direct, and if no direction be given as the Board shall determine, and in particular such share may be issued with a preferential or qualified right to dividends and in the distribution of assets of the Company.

50. Before the issue of any new shares, the Company in general meeting may make provisions as to the allotment and

issue of the new shares, and in particular may determine to whom the same shall be offered in the first instance and whether at par or at a premium or, subject to the provisions of Section 79 of the Act, at a discount, in default of any such provisions, or so far as the same shall not extend, the new shares may be issued in conformity with the provisions of Article 5.

51. Expect so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the

creation of new shares shall be considered part of the then existing capital of the Company and shall be subject to the provisions herein contained with reference to the payment of dividends, calls and instalments transfer and transmission, forfeiture, lien, surrender and otherwise.

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52. If, owing to any inequality in the number of new shares to be issued and the number of shares held by members entitled to have the offer of such new shares, any difficulty shall arise in the appointment of such new shares or any of them amongst the members such difficulty shall, in the absence of any direction in the resolution creating the shares or by the Company in general meeting, be determined by the Board.

53. The Company may, from time to time, by special Resolution, reduce its capital and any Capital Redemption

Reserve Account or share Premium Account in any manner and with the subject to any incident authorized and consent required by law.

ALTERATION OF CAPITAL 54. The Company in general meeting may from time to time : a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; b) Sub-divide its existing shares or any of them into shares at smaller amount than is fixed by the

Memorandum so however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced shares shall be the same as it was in the case of the share from which the reduced shares is derived;

c) Cancel any shares which at the date of passing of the resolution, have not been taken or agreed to be taken

by any person and diminish the amount of its share capital by the amount of the shares so cancelled. 55. The resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting

from such sub-division, one or more of such shares shall have some preference or special advantage as regards divided, capital, or otherwise over or as compared with the others or other, subject, nevertheless, to the provisions of Sections 85, 87, 88 and 106 of the Act.

56. Subject to the provisions of Section 100 to 105 inclusive of the Act, the Board may accept from any member the

surrender on such terms and conditions as shall be agreed of all or any of his shares. MODIFICATION OF RIGHTS 57. Subject to the provisions of the Act, if at any time the share capital is divided into different classes of shares the

rights attached to any class (unless otherwise provided by the terms of issue of the shares of the class) may, whether or not the company is being would up be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at Separate General Meeting of the holders of the shares of that class. To every such Separate General Meeting the provisions of these Articles relating to general meetings shall apply but so that the necessary quorum shall be two persons at least holding or representing by proxy one fifth of the issued shares of the class but so that if at an adjourned meeting of such holder a quorum as above defined is not present, those members who are present shall be a quorum and that any holder of shares of the class present in person or by proxy may demand a poll and, on a poll, shall have vote for one each share of the class of which he is the holder The Company shall comply with the provisions of Section 192 of the Act as to forwarding a copy of any such agreement to resolution to the Registrar.

REMATERIALISATION 57A. The provisions of this Article shall apply notwithstanding anything to contrary contained in any other Article of

these Articles. 57B. Definitions : a) For the purpose of this Article : “Beneficial Owner” means a person or persons whose name is recorded as such with the Depository. “Registered Owner” means Depository whose name is entered as such the register of issuer. “SEBI” means the Securities and Exchange Board of India, “Depositories Act” means the Depositories Act, 1996 and shall include any statutory modification (s) or

re-enactment thereof for the time being in force. “Depository” means a Company formed and registered under the Companies Act, 1956, and which has

been granted a Certificate of Registration to act as Depository under the Securities and Exchange Board of India Act, 1992, and

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“Security” means such security as may be specified by SEBI from time to time. Dematerialisation of Share

b) Notwithstanding anything contained in this Article, the company shall be entitled to dematerialize its securities and to offer in a dematerialized form pursuant to the Depository Act, 1996.

Option for Investors c) Every person subscribed to securities offered by the company shall have the option to receive Security

Certificates or to hold the securities with a Depository. Such a person who is the Beneficial owner of the securities can at any time opt out of a Depository in the manner provided by the Depositories Act, 1996 and the Company shall, in the manner and within the time prescribed issue to the Beneficial Owner the required Certificates of Securities. It a person opt to hold his security with a Depository, the Company shall intimate such Depository the details of allotment of the security, and or receipt of the information, the Depository shall enter in its record the name of the allottee as the Beneficial Owner of the security.

Securities in depository to be in fungible form

d) All securities held by a Depository shall dematerialized. Nothing contained in Sections 153, 153A, 153B, 187B, 187C and 372 of the Companies Act, 1956 shall apply to a Depository in respect of securities held by it on behalf of the beneficial owner.

Rights of Depositories and Beneficial owners

e) i) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository

shall be deemed to be the Registered owner for the purpose of effecting transfer of ownership of security on behalf of the Beneficial Owner.

ii) Save as otherwise provided in (a) above, the Depository, as the Registered Owner of the

securities, shall not have any voting rights or any other rights in respect of the securities held by it.

iii) Every person holding Securities of the Company and whose name is entered as the Beneficial Owner in the records of the Depository, shall be deemend to be a member of the company. The Beneficial Owner of the Securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities which are held by a Depository..

Service of Documents

f) Notwithstanding anything contained in the Act or these Articles, where securities are held in a Depository, the records of the Beneficial Ownership may be served by such Depository on the Company by means of electronic mode or by delivery of floppies or discs.

Transfer of Securities

g) Nothing contained in Section 108 of the Act or the Articles shall apply to a transfer of Securities effected by a transferor and transferee, both of whom are entered as Beneficial Owners in the records of a Depository.

Allotment of Securities dealt with a Depository

h) Notwithstanding anything in the Act or these Articles, where securities are dealt with by a Depository, the

Company shall intimate the details thereof to the Depository immediately on allotment of such securities.

Distinctive number of Securities held in a Depository

i) The Company shall be entitled to dematerialize or rematerialize its shares, debentures and other securities (both existing and future) pursuant to Depositories Act, and to offer its shares, Debentures, and other securities for subscription in a dematerialized form. The share in the capital shall be numbered progressively according to their several denominations. Provided further, that the provisions relating to progressive numbering shall not apply to the shares of the Company which are dematerialized or may be dematerialized in future or issued in dematerialized form. Every forfeited or surrendered share continue to bear the number by which the same was originally distinguished.

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Register and Index of Beneficial Owners

j) The Company shall cause to be kept Register and Index of Members and Security holders in accordance

with all applicable provisions of the Companies Act, 1956 and the Depositories Act, 1996 with details of shares held in material and dematerialized form in any media as may be permitted by law including in any form of electronic media.

BORROWING POWERS

58. The Board may, from time to time, at its discretion subject to the provisions of Sections 292 and 293 of the Act,

raise or borrow, either from the Directors or from elsewhere and secure the payment of any sum or sums of money for the purposes of the Company.

59. The Board may raise or secure the repayment of such sum or sums in such manner and upon such terms and

conditions as it thinks fit, and, in particular, by the issue of bonds, perpetual or redeemable debentures or any mortgage or other security or the undertaking of the whole or any part of the property of the Company (both present and future), including its uncalled capital for the time being. Provided that debentures with the rights to allotment of or conversion into shares shall not be issued except with the sanction of the Company in general meeting and subject to the provisions of the Act.

60. Any debentures, bonds or other securities may be issued at a discount, premium or otherwise and with any special

privilege as to redemption, surrender, drawings, allotment of shares, appointment of director and otherwise Debentures, bonds and other securities may be made as signable free from any equities between the Company and the person to whom the same may be issued.

61. Save as provided in section 108 of the Act, no transfer of debentures shall be registered unless a proper instrument

of transfer duly stamped and executed by the transferee has been delivered to the Company together with the certificate or certificates of the debentures.

62. If the Board refuses to register the transfer of any debentures, the Company shall, within two months from the date

on which the instrument of transfer was with the Company, send to the transferee and to the transferor notice of the refusal.

CAPITALIZATION OF RESERVES 133. Any general meeting may upon the recommendation of the Board resolve that any money, investments, or other

assets forming part of the undivided profits of the Company standing to the credit of the Reserves, or any Capital Redemption Reserve Account, or in the hands of the Company, and available for dividend or representing premiums received on the issue of shares and standing to the credit of the Share Premium Account be capitalized and distributed amongst such of the share holders as would be entitled to receive the same if distributed by way of dividend and in the same proportion on the footing that they become entitled thereto as capital and that all or any part of such capitalized fund be applied on behalf of such shareholders in paying up in full any unissued shares, of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares, and that such distribution or payment shall be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum. Provided that any sum standing to the credit of a share premium account or a Capital Redemption Reserve Account may, for the purpose of this Article, only be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares.

134. A General meeting may resolve that any undistributed profits of the Company not subject to charge for income tax, be distributed among the members on the footing that they receive the same as dividend.

135. For the purpose of giving effect to any resolution, under the two last preceding Articles the Board may settle and

difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates, and may determine that cash payments shall be made to any members in order to adjust the rights of all parties and may invest such cash in trustees upon such trusts for the persons entitled to the dividend or capitalized fund as may seem expedient to the Board. Where requisite a proper contract shall be filed in accordance with Section 75 of the Act, and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalized fund, and such appointment shall be effective.

DIVIDENDS 136. Subject to the rights of members entitled to shares (if any) with preferential or special rights attached thereto, the

profits of the Company which it shall from time to time be determined to divide in respect of any year or other period shall be applied in the payment of a dividend on the Equity Shares of the Company but so that a partly paid

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up shares shall only entitled the holder with respect thereof to such a proportion of the distribution upon a fully paid up share as the amount paid thereon bears to the nominal amount of such share and so that where capital is paid up in advance of calls such capital shall not rank for dividends or confer a right to participate in profits.

137. The Company in general meeting may declare a dividend to be paid to the members according to their rights and

interest in the profits and may, subject to the provisions of Section 207 of the Act, fix the time for payment. 138. No larger dividend shall be declared than is recommended by the Board, but the Company, in general meeting may

declare a smaller dividend.

139. (i) Subject to the provisions of Section 205 of the Act, no dividend shall be payable except put of the profits of the Company or out of moneys provided by the Central or a State Government for the payment of the dividend in pursuance of any guarantee given by such Government and no dividend shall carry interest against the Company.

(ii) Where any instrument of transfer of shares has been delivered to the Company and the transfer of

such shares has not been registered by the Company, it shall comply with the requirements of Section 206A of the Act.

140. The declaration of the Board as to the amount of the net profits of the Company shall be conclusive, subject to the

provisions of the Act. 141. The Board may, from time to time, pay to the members such interim dividends as appear to the Board to be justified

by the profits of the Company. 142. The Board may deduct from any dividend payable to any member all sums of money, if any presently payable by

him to the Company on account of calls or otherwise in relation to the shares of the Company. 143. Subject to the provisions of Articles 16, any general meeting declaring a dividend may make a call on the members

of such amount as the meeting fixes, but so that the call on each member shall not exceed the dividend payable to him, and so that the call be made payable at the same time as the dividend and the dividend may be set off against the call.

144. No dividend shall be payable except in cash. Provided that nothing in the foregoing shall be deemed to prohibit the

capitalization of profits or serves of the Company for the purpose of issuing fully paid up bonus shares or paying up any amount for the time being unpaid on the shares held by the members of the Company.

145. A transfer of shares shall not pass the rights to any dividend declared thereon before the registration of the transfer

by the Company. 146. The Company may pay interest on capital raised for the construction of works or buildings when and so far as it

shall be authorized to do by Section 208 of the Act. 147. No dividend shall be paid in respect of any share except to the registered holder of such share or to his order or his

bankers but nothing contained in this Article shall be deemed to require the bankers of a registered share holder to make a separate application to the Company for the payment of the dividend. Nothing in this Article shall be deemed to affect in any manner the operation of Article 145.

148. Any one of several persons who are registered as the joint-holders of any share may give effectual receipts for all

dividends, bonuses and other payments in respect of such share. 149. Unless otherwise directed in accordance with Section 206 of the Act, any dividend, interest or other moneys

payable in cash in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the holder, or, in the case or joint-holders, to the registered address of one of the joint-holders who is first named in the register in respect of the joint holding or to such person and such address as the holder or joint-holders, as the case may be may direct, and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent.

150. Any dividend unclaimed will be dealt with according to the provisions of the Act.

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SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND MATERIAL DOCUMENTS FOR INSPECTION The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company or entered into more than two years before the date of this Draft Red Herring Prospectus) which are or may be deemed material have been entered or to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company located at ‘INFINITY’, Plot A3, Block GP, Sector V, Salt Lake, Kolkata 700 091from 10.00 a.m to 4.00 p.m. on working days from the date from the filing of this Draft Red Herring Prospectus until the Bid/Offer Closing Date Material Contracts • Memorandum of Understanding dated November 30, 2007 signed among our Company, the Selling Shareholder

and IL&FS Investsmart Securities Ltd., Anand Rathi Securities Pvt. Ltd. & Avendus Capital Pvt. Ltd. • Memorandum of Understanding dated November 30, 2007 signed between our Company, the Selling Shareholder

and Intime Spectrum Registry Ltd., Registrar to the Offer. • Escrow Agreement dated [�], 2007 executed between our Company, the Selling Shareholder, the BRLMs, the

Registrar and the Escrow Collection Bankers. • Syndicate Agreement dated [�], 2007 executed between our Company, the Selling Shareholder, the BRLM,

Syndicate members and the Registrar. • Underwriting Agreement dated [�], 2007 executed between our Company, the Selling Shareholder, the BRLM and

the Syndicate Members. Material Documents • Certified true copy of the Memorandum and Articles of Association of our Company, as amended from time to

time. • Copy of the Shareholders’ resolution dated September 05, 2007 in relation to this Offer and other related matters. • Resolution of the Board of Directors dated June 28, 2007 in relation to this Offer and other related matters. • Power of Attorney executed by all our Directors of our Company, except Mr. Pulak Chamaria in favour of Mr.

Pulak Chamaria for signing and making necessary changes to this Draft Red Herring Prospectus and other related documents in relation to the IPO.

• Special Power of Attorney dated November 30, 2007 executed by Globsyn Innoventures Pvt. Ltd. (Formerly known

as “Mavericks Technologies Pvt. Ltd.”) (“MTPL”)., the Selling Shareholder in favour of our Company for selling of their shareholding in the Offer, signing and making necessary changes to this Draft Red Herring Prospectus and other related documents and Power of Attorney

• Consents of BRLMs, Registrar to the Issue, Bankers to our Company, Bankers to the Issue, Legal Advisor to the

Issue, Auditors to our Company, Directors, CFO & Company Secretary and Compliance Officer, as referred to, in their respective capacities.

• Shareholders Resolution passed at the Annual General Meeting dated July 22, 2004 in relation to the appointment

of and the terms of employment of Mr. Ravindra Chamaria as Managing Director of our Company • Shareholders Resolution passed at the Annual General Meeting dated August 07, 2006 in relation to the

appointment of and the terms of employment of Mr. Pulak Chamaria as Director of our Company • Copy of the Auditors Report dated November 28, 2007 issued by Statutory Auditors of our Company, M/s. R

Kothari & Co., Chartered Accountants, regarding restated financials of the Company for the last five years and for three months ending June 30, 2007.

• Copy of the Tax Benefit Certificate dated November 28, 2007 issued by the Statutory Auditors of our Company

M/s, R Kothari & Co, Chartered Accountants. • Annual Reports for the last 5 years

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• Copy of the Tripartite Agreement dated [�] between NSDL, our Company and Intime Spectrum Registry Ltd.. • Copy of the Tripartite Agreement dated [�] between CDSL, our Company and Intime Spectrum Registry Ltd.. • In-principle listing approvals dated [�] and [�] from NSE and BSE respectively. • Due diligence certificate dated December 24, 2007 to SEBI from the BRLMs. • SEBI observation letter no [�] dated [�] • Agreement dated March 23, 1995 between West Bengal Electronics Industry Development Corporation Limited

and Global Synergies Limited • Development Agreement dated August 16, 2007 between M. L. Dalmiya and Company Limited and Kolkata IT

SEZ Private Limited • Agreement dated July 08, 2005 between Assam Plywood Limited and Infinity Townships Private Limited • Deed of Assignment dated December 01, 2005 between Druck Und Papier India Ltd. represented by the Official

Liquidator High Court at Kolkata and Infinity BPO Services Private Limited • Agreement dated April 04, 2005 between Infinity BPO Services Private Limited and Vipul • Agreement dated May 25, 2004 between BNKe Solutions Private Limited and our Company • Agreement dated July 28, 2007 between DPSC Limited (formerly known as Dishergarh Power Supply Company

Limited) and our Company • Sub-Lease Deed dated December 11, 1997 between West Bengal Electronics Industry Development Corporation

Limited and our Company • Amendment dated February 13, 2001 to the Sub-Lease Deed dated December 11, 1997 between West Bengal

Electronics Industry Development Corporation Limited and our Company • Deed of Surrender of Lease dated December 19, 2001 between West Bengal Electronics Industry Development

Corporation Limited and our Company • Agreement dated February 07, 2007 between our Company and Godrej Properties Limited • Sub-Lease deed dated November 08, 1996 between West Bengal Electronics Industry Development Corporation

Limited and our Company • Indenture dated March 24, 2005 between West Bengal Electronics Industry Development Corporation Limited and

our Company • Deed of Rectification/Declaration dated February 24, 2006 between West Bengal Electronics Industry

Development Corporation Limited and our Company Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or modified at any time if so required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to compliance of the applicable laws.

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DECLARATION We, the Directors of our Company, hereby declare that all relevant provisions of the Companies Act, 1956 and the guidelines issued by the Government of India or the guidelines issued by the Securities and Exchange Board of India established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is contrary to the provisions of the Companies Act, 1956 or the Securities and Exchange Board of India Act, 1992 or rules made thereunder or guidelines issued, as the case may be. We and the signatories mentioned hereinbelow further certify that all statements in this Draft Red Herring Prospectus are true and correct, provided, however, that the Selling Shareholder assume no responsibility for any of the statements made by our Company in this Draft Red Herring Prospectus relating to our Company, our business and related disclosures, except statements with relation to the Selling Shareholder. Signed by the Directors & CFO of Infinity Infotech Parks Limited & Selling Shareholder sd/- Mr. Ravindra Chamaria, Chairman & Managing Director (Executive) sd/-

Mr. Pulak Chamaria, Executive Director sd/-

Mr. Bikram Dasgupta, Non-Executive Director, sd/-

Mrs. Ranjana Dasgupta, Non-Executive Director sd/-

Mr. Sujit Sen, Nominee Director of WEBEL sd/-

Mr. P.C. Chatterjee, Independent Director sd/- Mr. Ramesh Kumar Khemka, Independent Director sd/- Mr. Rajeshwar Kumar Khanna, Independent Director sd/- Mr. Sujit Poddar, Independent Director sd/- Mr. Sunand Sharma, Independent Director sd/- Mr. N. K. Chandak, CFO & Company Secretary Signed by the Selling Shareholder For Globsyn Innoventures Pvt. Ltd. (Formerly known as “Mavericks Technologies Pvt. Ltd.”) sd/- Mr. Bikram Dasgupta Date : December 03, 2007 Place : Kolkata