ORDINARY BUSINESS

1. To consider and adopt the audited Balance Sheet as at 31st March 2007, Profit and Loss Account for the year ended 31st March 2007, Director’s Report, Auditor’s Report and the Report on Corporate Governance 2. To declare a dividend on Equity Share Capital for the financial year ended on 31st March, 2007. The Board has recommended a final dividend of 15% on the paid-up Equity Share Capital of the Company for the year ended 31st March, 2007 3. To appoint a Director in place of Mr. Gerhard Bornemann, who retires by rotation and being eligible, offers himself for re-appointment. 4. To re-appoint M/s. Suri & Co. Chartered Accountants as Auditors and to authorize Board of Director of the Company to fix remuneration of the Statutory Auditors of the Company for the Financial Year 2007-08, as may be deemed fit by the Board. By Order of the Board Nitin N. Mandhana Vice Chairman & Managing Director Place : Bangalore Date : 25 July, 2007

Notes for members attention

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. Instruments of Proxy for the use at the above meeting must be lodged at the Registered Office of the Company not less than 48 hours before the time appointed for the meeting. 3. The Register of Members and Transfer Books of the Company will be closed from Wednesday, the 19th September, 2007 to Friday, the 28th September 2007 (both days inclusive). 4. Subject to the provisions of Section 206A of the Companies Act, 1956, dividend as recommended by the Board of Directors, if declared at the meeting, will be payable on or after 03rd October 2007 to those members whose names appear on the Register of Members as on 18th September,2007. 5. Please quote your folio number and our Company’s name in all your correspondence with Datamatics Financial Services Ltd., Plot No. A-16 & 17, MIDC, Part B, Crosslane, Marol, Andheri East, Mumbai – 400 093, who are our Registrar & Transfer Agents. 6. With effect from 01st October 2007, M/s. Intime Spectrum Registry Limited, C-13, Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (W), Mumbai – 400 078 will act as our Registrar & Transfer Agents. Hence, members are requested to contact M/s. Intime Spectrum Registry Limited for any need after 01st October, 2007. 7. Members who are holding in the Electronic Form are requested to intimate immediately their change of address / change of bank account, if any, to their respective Depository Participant. After dispatch of dividend warrants, any request for change in the bank account will not be entertained by the Company or its Registrar & Transfer Agents. 8. If you have shares registered in the same name or in the same order of the names but in several Folios, please let us know so that we may consolidate them into one Folio. 9. Members holding shares in the physical form may avail of the facility of nomination by nominating, in the prescribed form, a person to whom your shares in the Company will vest in the event of death. Interested members may write to the Company / Registrar & Transfer Agent in the prescribed form. 10. Please encash your dividend warrants immediately on their receipt by you, as dividends remaining unclaimed for seven years are now required to be transferred to the “Investor Education and Protection Fund” established by the Central Government and you shall not be liable to claim any unpaid dividend from the said fund or from the Company thereafter. 11. Brief resume of the director(s) seeking re-appointment and other details as stipulated under Clause 49 of the Listing Agreements are provided in the this report.