AFFLUENCE

NOTICE Notice is hereby given that the Sixth Annual General Meeting of IKYA HUMAN CAPITAL SOLUTIONS LIMITED will be held at 11:00 A.M. on September 4, 2013 at the Registered Office of the Company situated at # 27, 4th Floor, S V Towers, 80 Feet Road, 6th Block, Koramangala, Bangalore – 560 095 to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider, approve and adopt the Audited Balance Sheet as at March 31, 2013 and the Profit and Loss Account for the year ended as on that date and the Auditor’s Report and Directors’ Report thereto. 2. To appoint a Director in place of Mr. Madhavan Menon, who retires by rotation, and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Marcel Parker, who retires by rotation, and being eligible, offers himself for re-appointment. 4. To appoint M/s. B S R and Associates, Chartered Accountants, (Firm Registration No 128901W) as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting and fix their remuneration. SPECIAL BUSINESS 5. Appointment of Mr. Mahendra Kumar Sharma as Director To consider and if thought fit to pass with or without modifications the following resolution, as an ordinary resolution: “RESOLVED THAT Mr. Mahendra Kumar Sharma who was appointed by the Board of Directors as an Additional and Independent Director of the Company with effect from July 29, 2013 under Article 10 (a) of the Articles of Association of the Company and who by virtue of the provisions of Section 260 of the Companies Act, 1956 holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 257 of the Companies Act, 1956, from a member proposing his candidature for the office of a Director, be and is hereby appointed as a Director of the Company , liable to retire by rotation; RESOLVED FURTHER THAT any of the Executive Directors of the company and/or Company Secretary of the Company be and are hereby severally authorised to take necessary steps in this regard including signing and filing of necessary forms with the Ministry of Corporate Affairs.” 6. Appointment of Mr. Subrata Kumar Nag as Director and Whole Time Nominee Director of the Company To consider and if thought fit to pass with or without modifications the following resolution, as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269,309, 310, 311 and other applicable provisions, if any, of the Companies Act, 1956 and read with Schedule XIII of the said Act and in terms of the recommendation and approval of the Board of Directors of the Company vide their resolution dated July 29, 2013 and subject to such other approvals including that of the Central Government, and other applicable authority (ies), if any, as may be required, approval of the members of the Company be and is hereby accorded to the appointment of Mr. Subrata Kumar Nag as Director and Whole Time Nominee Director for a period of 5 years commencing from July 29, 2013 to July 29, 2018 upon and subject to the terms and conditions as set out in the Employment Agreement dated July 29, 2013 as approved by the Board of Directors with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or remuneration and/or agreement or any amendments and/or modifications thereto as may be agreed to between the Board and Mr. Subrata Kumar Nag subject to the approval of the Central Government, if any, as may be required to such alteration (s) /variation (s)/amendment (s) ; RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, the remuneration as stated above, be paid as a minimum remuneration during the currency of his tenure July 29, 2013 to July 29, 2018, subject to the requisite approvals, if any, as may be required ; RESOLVED FURTHER THAT the Board of Directors be and is here by authorized to accept such modification/s in the terms and conditions, which the Central Government may direct, if so required, and as may be acceptable to the Company and Mr. Subrata Kumar Nag; RESOLVED FURTHER THAT the Executive Directors of the Company and/or Company Secretary of the Company be and are hereby severally authorized to take necessary steps in this regard, including signing and filing of necessary forms with the Ministry of Corporate Affairs and do all such acts, deeds, matters and things as may be considered necessary or desirable to give effect to the resolution and matters incidental thereto.” 7. Reclassification of the Authorized Share Capital of the Company To consider and if thought fit to pass with or without modifications the following resolution, as a Special Resolution: "RESOLVED THAT pursuant to Section 16, 94 and other applicable provisions if any, of the Companies Act, 1956, consent of the members be and is hereby accorded to cancel the existing 1,00,000 (One Lakh), 0% Authorized Mandatorily Convertible Preference Shares ofRs. 100 (Rupees One Hundred only) each, aggregating Rs 1,00,00,000 (Rupees One Crore only) and reclassify the same into 10,00,000 (Ten Lakh) Equity Shares of Rs. 10 (Rupees Ten Only) each aggregating to Rs 1,00,00,000 (Rupees One Crore only). RESOLVED FURTHER THAT the reclassified Authorized Share Capital of the Company be Rs. 110,10,78,240/- (Rupees One Hundred Ten Crores Ten Lakhs Seventy Eight Thousand Two Hundred Forty only) divided into: (a) 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares having a face value of Rs.10/- (Rupees Ten only) each aggregating Rs. 16,00,00,000/- (Rupees Sixtheen Crores only). (b) 35,29,675 (Thirty Five Lakhs Twenty Nine Thousand Six Hundred Seventy Five) Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40/- (Rupees Forty only) each, aggregating Rs. 14,11,87,000/- (Rupees Fourteen Crores Eleven Lakhs Eighty Seven Thousand only). (c) 18,73,336 (Eighteen Lakhs Seventy Three Thousand Three Hundred Thirty Six) Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15/- (Rupees Fifteen only) each, aggregating Rs. 2,81,00,040 (Rupees Two Crores Eighty One Lakhs Forty only). (d) 77,17,912 (Seventy Seven Lakhs Seventeen Thousand Nine Hundred Twelve) 0.001% Compulsorily and Fully Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) each, aggregating Rs. 77,17,91,200/- (Rupees Seventy Seven Crores Seventeen Lakhs Ninety One Thousand Two Hundred only). RESOLVED FURTHER THAT pursuant to Section 16 and all other applicable provisions, if any of the Act, the existing Clause V of the Memorandum of Association of the Company as to Authorized Share Capital of the Company be deleted and in its place the following new clause be substituted: The Authorized Share Capital of the Company be Rs. 110,10,78,240/- (Rupees One Hundred Ten Crores Ten Lakhs Seventy Eight Thousand Two Hundred Forty only) divided into: (e) 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares having a face value of Rs.10/- (Rupees Ten only) each aggregating Rs. 16,00,00,000/- (Rupees Sixtheen Crores only). (f) 35,29,675 (Thirty Five Lakhs Twenty Nine Thousand Six Hundred Seventy Five) Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40/- (Rupees Forty only) each, aggregating Rs. 14,11,87,000/- (Rupees Fourteen Crores Eleven Lakhs Eighty Seven Thousand only). (g) 18,73,336 (Eighteen Lakhs Seventy Three Thousand Three Hundred Thirty Six) Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15/- (Rupees Fifteen only) each, aggregating Rs. 2,81,00,040 (Rupees Two Crores Eighty One Lakhs Forty only). (h) 77,17,912 (Seventy Seven Lakhs Seventeen Thousand Nine Hundred Twelve) 0.001% Compulsorily and Fully Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) each, aggregating Rs. 77,17,91,200/- (Rupees Seventy Seven Crores Seventeen Lakhs Ninety One Thousand Two Hundred only). RESOLVED FURTHER THAT any one of the directors of the Company or Company Secretary of the Company be and are hereby severally authorized for filing of the necessary forms with the Ministry of Corporate Affairs and do all such acts, deeds and things as may be necessary to give effect to the resolution.” 8. Increase in the Authorized Share Capital of the Company To consider and if thought fit to pass with or without modifications the following resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to Section 16, 94(1) (a) and other applicable provisions if any, of the Companies Act, 1956 consent of the Company be and is hereby accorded for increase of the Authorized Share Capital of the Company be increased from the existing Rs. 110,10,78,240/- (Rupees One Hundred Ten Crores Ten Lakhs Seventy Eight Thousand Two Hundred Forty only) divided into: (i) 1,60,00,000 (One Crore Sixty Lakhs) Equity Shares having a face value of Rs.10/- (Rupees Ten only) each aggregating Rs. 16,00,00,000/- (Rupees Sixteen Crores only). (j) 35,29,675 (Thirty Five Lakhs Twenty Nine Thousand Six Hundred Seventy Five) Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40/- (Rupees Forty only) each, aggregating Rs. 14,11,87,000/- (Rupees Fourteen Crores Eleven Lakhs Eighty Seven Thousand only). (k) 18,73,336 (Eighteen Lakhs Seventy Three Thousand Three Hundred Thirty Six) Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15/- (Rupees Fifteen only) each, aggregating Rs. 2,81,00,040 (Rupees Two Crores Eighty One Lakhs Forty only). (l) 77,17,912 (Seventy Seven Lakhs Seventeen Thousand Nine Hundred Twelve) 0.001% Compulsorily and Fully Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) each, aggregating Rs. 77,17,91,200/- (Rupees Seventy Seven Crores Seventeen Lakhs Ninety One Thousand Two Hundred only). To 1,13,10,46,310 (One Hundred and Thirteen Crores Ten Lakh Forty Six Thousand Three Hundred and Ten only) divided into: (a) 1,89,96,807 (One Crore Eighty Nine Lakh Ninety Six Thousand Eight Hundred and Seven) Equity Shares having a face value of Rs.10/- (Rupees Ten only) each aggregating Rs. 18,99,68,070/- (Rupees Eighteen Crore Ninety Nine Lakh Sixty Eight Thousand Seventy only). (b) 35,29,675 (Thirty Five Lakhs Twenty Nine Thousand Six Hundred Seventy Five) Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40/- (Rupees Forty only) each, aggregating Rs. 14,11,87,000/- (Rupees Fourteen Crores Eleven Lakhs Eighty Seven Thousand only). (c) 18,73,336 (Eighteen Lakhs Seventy Three Thousand Three Hundred Thirty Six) Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15/- (Rupees Fifteen only) each, aggregating Rs. 2,81,00,040 (Rupees Two Crores Eighty One Lakhs Forty only). (d) 77,17,912 (Seventy Seven Lakhs Seventeen Thousand Nine Hundred Twelve) 0.001% Compulsorily and Fully Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) each, aggregating Rs. 77,17,91,200/- (Rupees Seventy Seven Crores Seventeen Lakhs Ninety One Thousand Two Hundred only). RESOLVED FURTHER THAT, the existing Clause V of the Memorandum of Association of the Company as to Share Capital of the Company be deleted and in its place the following new clause be substituted: “The Authorised Share Capital of the Company shall be 1,13,10,46,310 (One Hundred and Thirteen Crores Ten Lakh Forty Six Thousand Three Hundred and Ten only) divided into: (a) 1,89,96,807 (One Crore Eighty Nine Lakh Ninety Six Thousand Eight Hundred and Seven) Equity Shares having a face value of Rs.10/- (Rupees Ten only) each aggregating Rs. 18,99,68,070/- (Rupees Eighteen Crore Ninety Nine Lakh Sixty Eight Thousand Seventy only). (b) 35,29,675 (Thirty Five Lakhs Twenty Nine Thousand Six Hundred Seventy Five) Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40/- (Rupees Forty only) each, aggregating Rs. 14,11,87,000/- (Rupees Fourteen Crores Eleven Lakhs Eighty Seven Thousand only). (c) 18,73,336 (Eighteen Lakhs Seventy Three Thousand Three Hundred Thirty Six) Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15/- (Rupees Fifteen only) each, aggregating Rs. 2,81,00,040 (Rupees Two Crores Eighty One Lakhs Forty only). (d) 77,17,912 (Seventy Seven Lakhs Seventeen Thousand Nine Hundred Twelve) 0.001% Compulsorily and Fully Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) each, aggregating Rs. 77,17,91,200/- (Rupees Seventy Seven Crores Seventeen Lakhs Ninety One Thousand Two Hundred only). RESOLVED FURTHER THAT any one of the directors of the Company or Company Secretary of the Company be and are hereby severally authorized for filing of the necessary forms with the Ministry of Corporate Affairs and do all such acts, deeds and things as may be necessary to give effect to the resolution.” By order of the Board of Directors of IKYA HUMAN CAPITAL SOLUTIONS LIMITED July 29, 2013 Bangalore SUBRATA NAG DIRECTOR Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and a proxy may not be a member of the Company. 2. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, setting out material facts, in respect of Special Business (es) as set out above at the Annual General Meeting as annexed here to and form part of the Notice. EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956 ITEM NO. 5: APPOINTMENT OF MR. MAHENDRA KUMAR SHARMA AS DIRECTOR Mr. Mahendra Kumar Sharma was appointed by the Board of Directors as an Additional and Independent Director of the Company with effect from July 29, 2013 under Article 10 (a) of the Articles of Association of the Company and who by virtue of the provisions of Section 260 of the Companies Act, 1956 holds office upto the date of this Annual General Meeting. For appointment of Mr. Mahendra Kumar Sharma as Director, the Company has received a notice in writing under Section 257 of the Companies Act, 1956, from a member proposing his candidature for the office of a Director of the Company, liable to retire by rotation The Board of Directors, therefore, recommends passing of the Ordinary Resolution contained in Item. No. 5 of the accompanying Notice. No Director other than Mr. Mahendra Kumar Sharma may be considered to be concerned or interested in the said resolution. ITEM NO. 6: APPOINTMENT OF MR. SUBRATA KUMAR NAG AS DIRECTOR AND WHOLE TIME NOMINEE DIRECTOR OF THE COMPANY Across a career spanning more than two decades, Mr. Subrata Kumar Nag was associated with Ilantus Technology (an IT Consulting Firm Funded by Intel), MindTeck, Nicco Infotech, Shaw Wallace and Nicco Corporation. Mr. Subrata Kumar Nag had successfully handled a couple of major acquisitions in USA and Singapore and is an expert in the fields of fund management, taxation/statutory compliance, auditing and financial planning. Prior to joining at IKYA, Mr. Subrata Kumar Nag was Vice President and Company Secretary at Ilantus Technologies Private Limited. Following are the details of the Remuneration of Mr. Subrata Kumar Nag as per the Employment Agreement dated July 29, 2013: Fixed Annual Compensation - INR 50 Lakhs Annual Performance Linked Bonus - Will be decided after March 2014 ESOP - As per the terms mentioned in Shareholders Agreement dated February 5, 2013 The Board of Directors, therefore, recommends passing of the Special Resolution contained in Item. No. 6 of the accompanying Notice. No Director other than Mr. Subrata Kumar Nag may be considered to be concerned or interested in the said resolution. ITEM NO. 7: RECLASSIFICATION OF AUTHORIZED SHARE CAPITAL OF THE COMPANY To enable the conversion of the following Tranche I and Tranche II Mandatorily Convertible Preference Shares into Equity Shares: a. 35,29,672 Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40 (Rupees Forty only) each, aggregating Rs. 14,11,86,880 into 35,29,672 equity shares of Rs. 10 each aggregating to Rs. 35,296,720 ranking pari-passu with the existing equity shares. b. 18,73,333 Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15 (Rupees Fifteen only) each, aggregating Rs. 2,80,99,995 into 18,73,333 equity shares of Rs. 10 each aggregating to Rs. 1,87,33,330 ranking pari-passu with the existing equity shares. the Company propose to cancel the existing 1,00,000 (One Lakh), 0% Authorized Mandatorily Convertible Preference Shares of Rs. 100 (Rupees One Hundred only) each, aggregating Rs 1,00,00,000 (Rupees One Crore only) since these shares are already converted into equity shares on May 7, 2013 and reclassify the same into 10,00,000 (Ten Lakh) Equity Shares of Rs. 10 (Rupees Ten Only) each aggregating to Rs 1,00,00,000 (Rupees One Crore only). The Board of Directors, therefore, recommends passing of the Special Resolution contained in Item. No. 7 of the accompanying Notice. No Director may be considered to be concerned or interested in the said resolution. ITEM NO. 8: INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY To enable the conversion of the following Tranche I and Tranche II Mandatorily Convertible Preference Shares into Equity Shares: a. 35,29,672 Tranche I, 0.005% Mandatorily Convertible Preference Shares of Rs. 40 (Rupees Forty only) each, aggregating Rs. 14,11,86,880 into 35,29,672 equity shares of Rs. 10 each aggregating to Rs. 35,296,720 ranking pari-passu with the existing equity shares. b. 18,73,333 Tranche II, 0.005% Mandatorily Convertible Preference Shares of Rs. 15 (Rupees Fifteen only) each, aggregating Rs. 2,80,99,995 into 18,73,333 equity shares of Rs. 10 each aggregating to Rs. 1,87,33,330 ranking pari-passu with the existing equity shares. the Company is required to increase its Authrozed Share Capital of the company. The Board of Directors, therefore, recommends passing of the Ordinary Resolution contained in Item. No. 8 of the accompanying Notice. No Director may be considered to be concerned or interested in the said resolution. By order of the Board of Directors of IKYA HUMAN CAPITAL SOLUTIONS LIMITED July 29, 2013 Bangalore SUBRATA NAG DIRECTOR DIRECTORS’ REPORT TO, THE MEMBERS, IKYA HUMAN CAPITAL SOLUTIONS LIMITED. Your Directors have pleasure in presenting their Sixth Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2013. FINANCIAL HIGHLIGHTS OF IKYA STANDALONE Particulars Year ended March 31, 2013 (Amount in Rs) Year ended March 31, 2012 (Amount in Rs) Total income 6,194,397,308 3,621,616,590 Total expenditure 6,135,376,176 3,583,367,377 Profit before tax 59,021,132 38,249,213 Tax Expenses - Minimum alternate tax / Current tax (12,920,900) (37,080,000) - MAT /Current Tax (12,920,900) (37,080,000) - MAT credit entitlement 12,920,900 - -Deferred tax charge/(credit) (40,561,404) 21,148,842 -Deferred Tax Credit relating to earlier years - 11,049,784 -Net profit/(loss) after tax / deferred tax 18,459,728 33,367,839 CONSOLIDIATED FINANCIAL HIGHLIGHTS OF IKYA AND ITS SUBSIDIARIES Particulars Year ended March 31, 2013 (Amount in Rs) Year ended March 31, 2012 (Amount in Rs) Total income 10,041,754,448 6,395,783,010 Total expenditure 9,817,662,548 6,267,927,745 Profit before tax 224,091,900 127,855,265 Tax Expenses -Minimum alternate tax / Current tax (75,330,987) (61,866,494) -MAT credit entitlement 12,920,900 11,000,000 -Deferred tax (credit) (28,076,574) 23,685,498 -Deferred Tax (Credit) relating previous year 744,836 - -Deferred Tax Credit relating to earlier years - (11,923,364) -Fringe Benefit Tax - (488,110) Profit before minority interest 134,350,076 88,262,795 Minority interest 47,180,581 20,617,615 Net profit/(loss) after tax 87,169,495 67,645,180 OPERATIONS AND RESULTS A. Operations and Review of IKYA Standalone The Company has achieved a total income of Rs. 6,194,397,308 for the year ended March 31, 2013 as against Rs. 3,621,616,590 achieved during the previous year ended March 31, 2012. Net Profit of the Company for the year ended March 31, 2013 stood at Rs. 18,459,728 as against Net Profit of Rs. 33,367,839 for the previous year. During the year under review, due to additional charge on the Employees Stock Option Plan, there is reduction of the Net Profits of the Company compared to last year. B. Consolidated Operations Review of Ikya and its Subsidiaries The Company has achieved a total income of Rs. 10,041,754,448 for the year ended March 31, 2013 as against Rs. 6,395,783,010 achieved during the previous year ended March 31, 2012. Consolidated Net Profit of the Company and its subsidiaries for the year ended March 31, 2013 stood at Rs. 91,625,361 as against Net Profit of Rs. 67,645,180 for the previous year. During the year under review, the Ministry of Corporate Affairs had approved for conversion of Private Company status into Public Company with effect from July 2, 2013. SHAREHOLDING STRUCTURE During the year under review, Thomas Cook (India) Limited (“TCIL”) and Fairbridge Capital (Mauritius) Limited (FCML) have executed the Share Purchase Agreement (SPA) and Share Subscription Agreement (SSA) (“Agreements”) with Park Equity Holdings Limited (PEHL), the Company and the Promoters of the Company on February 5, 2013 to : 1. Make a primary investment of Rs. 96,00,00,000 (Rupees ninety six crores) through subscription of 77,17,912 (seventy seven lakh seventeen thousand nine hundred twelve) Mandatorily Convertible Preference Shares of the Company each having a face value of Rs. 100 (Rupees One Hundred) each; and 2. To purchase securities from some of the existing shareholders of the Company, including the purchase of the entire shareholding of Park Equity Holdings Limited in the Company. Accordingly, M/s. Park Equity Holdings Limited, Mauritius, has transferred all securities held in the Company to M/s. Thomas Cook (India) Limited in the following manner: a. 62,54,258 Equity Shares of Rs. 10/- each b. 0.005%, Tranche I 35,29,672 Mandatorily Convertible Preference Shares c. 0.005%, Tranche II 18,73,333 Mandatorily Convertible Preference Shares Further during the year under review as per the said Agreements, the Board of Directors has allotted 4,29,000 equity shares of Rs. 10/- each to the employees/consultants of the Company and its subsidiaries under ESOP Scheme 2009 and 1,05,194 equity shares of Rs. 10 each to Mr. Ravindra Bahl respectively. Further, during the year under review, as per the above said Agreements, consequent to exit of M/s. Park Equity Holdings Limited, Mauritius, Thomas Cook (India) Limited, a company listed on the Bombay Stock Exchange and the National Stock Exchange, a subsidiary of Fairbridge Capital (Mauritius) Limited had invested 74.85% (on a fully diluted basis) of the paid up share capital of the Company in the following manner: 1. Acquisition of equity shares and preference shares from M/s. Park Equity Holdings Limited, Mauritius as below: (a) 62,54,258 Equity Shares of Rs. 10/- each (b) 0.005%, Tranche I 35,29,672 Mandatorily Convertible Preference Shares (c) 0.005%, Tranche II 18,73,333 Mandatorily Convertible Preference Shares 2. Acquisition of 4,29,000 equity shares of Rs. 10/- each from the employees/consultants and 2,37,460 equity shares of Rs.10/- each from the promoters of the Company. 3. Acquisition of 1,05,194 equity shares of Rs. 10/- each from Mr. Ravindra Bahl. 4. Acquisition of 5,00,000 equity shares of Rs. 10/- from Mallinson International Limited 5. A primary investment of Rs. 96,00,00,000 (Rupees Ninety Six Crores) through subscription of 77,17,912 (Seventy Seven Lakh Seventeen Thousand Nine Hundred Twelve), 0.001% Tranche IV Mandatorily Convertible Preference Shares of the Company each having a face value of Rs. 100 (Rupees One Hundred) each. ACQUISITIONS During the year under review, the Company had executed the Share Purchase Agreement with M/s. MAGNA INFOTECH LIMITED (a subsidiary of the company), Mr. Pradeep Mittal and Mr. Niraj Mital on May 10, 2013 to acquire the remaining 49% of the paid up equity share capital of M/s. MAGNA INFOTECH LIMITED. Accordingly, as per the above said Share Purchase Agreement, the Company has acquired 25,64,268 Equity Shares of Rs. 10/- each held by Mr. Pradeep Mittal and Mr. Niraj Mital aggregating to 49 % of the Paid up Equity Share Capital of M/s. MAGNA INFOTECH LIMITED on May 15, 2013. Further, during the year under review, the Company had executed the Share Purchase Agreement with M/s. AVON FACILITY MANAGEMENT SERVICES LIMITED (a subsidiary of the company), Mr. RVS Rao, Mr. Ramachandran Balan, Mr. Ashok Biradar and Mr. Vinod Parameshwaran on May 10, 2013 to acquire the remaining 26% of the paid up equity share capital of M/s. Avon Facility Management Services Limited. Accordingly, as per the above said Share Purchase Agreement, the Company has acquired 7,95,903 Equity Shares of Rs. 10/- each held by Mr. Ramachandran Balan Balan, Mr. R V S Rao, Mr. Ashok Biradar and Mr. Vinod Parameshwaran aggregating to 26 % of the Paid up Equity Share Capital of M/s. AVON FACILITY MANAGEMENT SERVICES LIMITED on May 17, 2013. Further, during the year under review, M/s. AVON FACILITY MANAGEMENT SERVICES LIMITED (Food and Hospitality Services Division), a Subsidiary of the Company has acquired the following businesses: 1. South India Caterers, a sole proprietorship concern owned by Mr. N C Soundara Pandiyan 2. 360 Degrees Haute, a partnership firm owned by Mr. Rohit Noronha and Ms. Amita Sima 3. Sri Apoorva Hospitality Services Private Limited, Sri Apoorva Hospitality Services and Annapoorna Catering Services owned by Mr. Diwakar Deena Thayalan. DIVIDEND No dividend pay out to the shareholders has been recommended by the Board of Directors of the Company for the current year. SUBSIDIARY COMPANIES The Company has the following three subsidiary companies as on March 31, 2013: 1. MAGNA INFOTECH LIMITED 2. AVON FACILITY MANAGEMENT SERVICES LIMITED 3. COACHIEVE SOLUTIONS PRIVATE LIMITED Pursuant to the provisions of Section 212 of the Companies Act, 1956, the Ministry of Corporate Affairs vide its Circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. The annual accounts of the above mentioned subsidiary companies and the related detailed information will be made available to any member of the Company / its subsidiary companies seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary companies at the Registered Office of the Company and that of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand. CHANGE IN MANAGEMENT OF SUBSIDIARIES During the year under review, following are the changes in management of MAGNA INFOTECH LIMITED: a. Mr. Pradeep Mittal had resigned as Managing Director and CEO of the Company effective May 15, 2013. b. Mr. Niraj Mital had resigned as Director of the Company effective May 15, 2013. c. Ms. Priti Sawant was appointed as the Chief Executive Officer of the Company d. Sanju Ballurkar was appointed Chief Operating Officer. Further, during the year under review, following are the changes in management of AVON FACILITY MANAGEMENT SERVICES LIMITED: 1. Mr. R V S Rao had resigned as Director of the Company effective May 17, 2013. 2. Mr. Marcel Parker had resigned as Director of the Company effective June 30, 2013. DIRECTORS During the year under review, following are the details of change in the constitution of the Board of Directors of the Company. 1. Mr. Abhishek Sharman and Mr. Gaurav Mathur had resigned from the directorship of the Company with effect from May 13, 2013. 2. Mr. Harsha Raghavan and Mr. Madhavan Menon were appointed as additional directors and nominees of Thomas Cook (India) Limited with effect from May 13, 2013 and their appointments were regularized as Directors in the Extra Ordinary General Meeting convened on May 14, 2013. 3. Mr. Hithendra Ramachandran had resigned from the directorship of the Company with effect from July 18, 2013. 4. Mr. Subrata Kumar Nag was appointed as an additional director of the Company with effect from July 29, 2013 and holds the office till the conclusion of this Annual General Meeting. His appointment as Director and Whole Time Nominee Director of the Company is recommended and this Agenda item is included in the Notice calling for the Sixth Annual General Meeting of the Company. 5. Mr. Mahendra Kumar Sharma was appointed as an additional director of the Company with effect from July 29, 2013 and holds the office till the conclusion of this Annual General Meeting. His appointment as Director of the Company is recommended and this Agenda item is included in the Notice calling for the Sixth Annual General Meeting of the Company. Presently, Mr. Ajit Isaac, Mr. Harsha Raghavan, Mr. Subrata Kumar Nag, Mr. Madhavan Menon, Mr. Marcel Parker and Mr. Mahendra Kumar Sharma are the directors of the Company. AUDITORS The Company’s Auditors M/s. B S R and Associates, Chartered Accountants, (Firm Registration No 128901W) will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. AUDITOR’S REPORT The Auditor’s Report appended to the financial statements is self explanatory. However, with reference to Auditors remark in the Audit Report and the annexure to the Audit report, the reply from the Board of Directors is as under: Clause No. Auditors Comment Reply from Board of Directors Annexure to Audit Report Clause (iii) (b) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are prima facie, prejudicial to the interest of the Company The loans and advances are given or taken from group companies in the normal course of business. On a consolidated level, there is no impact on profitability. The interest of the company as a part of the group is protected. Annexure to the Audit Report clause (ix) (a) According to the information and explanations given to us and on the basis of the examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund Employees’ State Insurance, Income Tax, Service Tax dues and other material statutory dues have not been regularly deposited during the year by the Company with the appropriate authorities. The Management has taken necessary steps to deposit all statutory dues within the stipulated time period in the forthcoming years with the appropriate authorities. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief: ? in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ? appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for that period; ? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with

CONSERVATION OF ENERGY The Company has continued its effort of energy conservation. An endeavor for continual improvements in energy savings in areas such as air conditioning, power consumption, equipment functioning is a prime objective of our facilities management systems.

FOREIGN EXCHANGE EARNINGS AND OUT GO Year ended March 31, 2013 Year ended March 31,2 012 Total Exchange used (Cash basis) Nil Nil Total Foreign Exchange Earned (Accrual Basis) 4,872,282 2,737,065

EMPLOYEES Since there is no employee whose remuneration is Rs. 5,00,000 or more per month (or Rs. 60,00,000 or more per annum) the information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time has not been furnished.

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that to the best of their knowledge and belief: ? in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ? appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for that period; ? proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and ? the annual accounts have been prepared on a going concern basis.

Clause No. Auditors Comment Reply from Board of Directors Annexure to Audit Report Clause (iii) (b) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are prima facie, prejudicial to the interest of the Company The loans and advances are given or taken from group companies in the normal course of business. On a consolidated level, there is no impact on profitability. The interest of the company as a part of the group is protected. Annexure to the Audit Report clause (ix) (a) According to the information and explanations given to us and on the basis of the examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund Employees’ State Insurance, Income Tax, Service Tax dues and other material statutory dues have not been regularly deposited during the year by the Company with the appropriate authorities. The Management has taken necessary steps to deposit all statutory dues within the stipulated time period in the forthcoming years with the appropriate authorities.