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K E Y N O T E
                                                                                                                           
                                                                                I     P    O            N   O     T   E

Taksheel Solutions Ltd.                                                                     Se p te mbe r 28 , 2 011

Price Band                                   : `130 - 150 per share
Minimum Bid Lot Size                         : 45 Equity Shares
IPO opens during                             : Sept 29 – Oct 04, 2011
Book Running Lead Manager                    : PNB Investment Services Ltd.
To list on                                   : NSE & BSE
IPO Grading                                  : 2 / 5 (CARE)
PE                                           : 7.76x (based on base price)*
                                             : 8.93x (based on cap price)*
Market Cap post-listing                      : `327.78Cr or $66.62mn (based on the cap price)
Market Cap of Free Float                     : `172.50Cr or $35.06mn (based on the cap price)
*Based on FY11 EPS

IPO of 5.5mn equity shares of `10each, aggregating to `82.5Cr or $16.77mn (at the cap price).
Shareholding Pattern

                                                       Pre-Issue                               Post-Issue
                                                No. of Shares       % Holding         No. of Shares         % Holding
    Promoters & Promoters Group                     10352107           63.31%             10352107              47.37%
    Body Corporate                                   4763750           29.13%               4763750             21.80%
    QIBs (incl. Mutual Funds)                               0           0.00%               2750000             12.58%
    Non Institutional Investors                             0           0.00%                  825000            3.78%
    Public                                           1236250            7.56%               3161250             14.47%
    Total                                           16352107          100.00%             21852107              100.00%

Executive Summary
       Taksheel Solutions Ltd. (TSL), incorporated in September 1999 is engaged in the business of providing
       Information Technology services to wealth management service providers. TSL is a 100% EOU and ISO 9001:
       2008 certified company.  
        
       TCL is headquartered in Hyderabad, with an office in North America and provide professional IT services to
       global clients. TSL’s 11 years of presence in the industry has given the company good business domain
       knowledge and experience in deploying services & solutions. 
              
       The Indian IT-BPO sector has become the country’s premier growth engine, crossing significant milestones in
       terms of revenue growth, employment generation and value creation. The sector is estimated to aggregate
       revenues of $88.1bn in FY2011, with the IT software and services sector (excluding hardware) accounting for
       $76.1bn of revenues. The changes in financial sector have been empowering the clients with more information
       and the institutions are forced to disclose more financial information than they would be willing to part with. 
              
       The revenues of the company have grown from `32.02Cr for FY08 to `147.26Cr for FY11 in large part due to
       acquisition of new clients, aggressive marketing initiatives and strategies planned and executed. 
              



Keynote Capitals Institutional Research                                                                           Page 1
 
K E Y N O T E
                                                                                                                       
Our View
 
IPO of TSL priced at the post issue PE multiple 11.93x and P/BV of 3.6x FY11 earnings basis, makes it inexpensive
vis-à-vis its competitors. Considering the better financials of the company, which includes higher ROE & ROCE of
30.2% and 28.4% respectively in FY11, we advise the investors to consider subscription for the IPO.

Company Background
Taksheel Solutions Ltd. (TSL) was incorporated in September 1999 as “IBSS Techno-Park Private Ltd.” at
Hyderabad, Andhra Pradesh. Subsequently, the name of the company was changed to “Taksheel Solutions Private
Ltd.” in November 2006. Further, the company was converted into a public limited company in December 2006.TSl is
engaged in the business of providing Information technology services to wealth management service providers.
The company’s aim is to provide simplified information technology for any business. It has emerged as a specialized
solutions provider offering wealth management technology solutions, telecom solutions, business intelligence, data
warehousing, application development and application maintenance.
Promoters and Management
Mr. Pavan Kumar Kuchana is the Chairman & Managing Director of TSL having more than 16 years of experience
in the tele-communications industry. Since inception of the company he has taken an active role to build a global
organization with a focus on delivering value to the customers. He provides a track record in developing "go to
market" models, leveraging his skills in defining market opportunities, optimizing company's resources to deliver
solutions to these markets, and to build substantial barriers to entry.
Mr. Ramaswamy Kuchana is the core promoter of TSL. He was instrumental in setting up the offshore development
center at Hyderabad, India, and in procuring the land from Government of Andhra Pradesh, for construction of the
proposed development center at Warangal. His leadership skills and administrative experience were of immense
help to the company, in its formative years.
Industry Overview
Over the past decade, the Indian IT-BPO sector has become the country’s premier growth engine, crossing
significant milestones in terms of revenue growth, employment generation and value creation. However, the industry
performance was affected by recessionary headwinds as the clients cut their IT budgets, cancelled deals, delayed
payments and deals, went bankrupt while others renegotiated pricing, looking for severe pricing cuts and currency
volatility .
Indian IT-BPO Performance
The sector is estimated to aggregate revenues of $88.1bn in FY2011, with the IT software and services sector
(excluding hardware) accounting for $76.1bn of revenues. During this period, direct employment is expected to
reach nearly 2.5mn, an addition of 240000 employees, while indirect job creation is estimated at 8.3mn. As a
proportion of national GDP, the sector revenues have grown from 1.2% in FY98 to an estimated 6.4% in FY11. Its
share of total Indian exports (merchandise plus services) increased from less than 4% in FY1998 to 26% in FY11.
WEALTH MANAGEMENT MARKET
The changes in financial sector have been empowering the clients with more information and the institutions are
forced to disclose more financial information than they would be willing to part with. Today’s clients are more
discerning and well informed of the financial matters than before. They are well aware of the power of consumer
demand, have unique and heterogeneous financial needs, and are capable of picking and choosing from a wide
array of products and services offered by the financial institutions.
There are two reasons for Taksheel focusing its attention on Wealth Management Solutions market:
• The growing size and complex needs of Wealth Management Market.
• Lack of an integrated technology framework that can address the requirements of Wealth Management Service
  providers.




Keynote Capitals Institutional Research                                                                    Page 2
 
K E Y N O T E
                                                                                                                          
Future Outlook
The underlying theme of 2010 has been the steady recovery from recession. Worldwide GDP, which had declined by
0.6% in 2009, grew 5% in 2010 and is expected to stabilize at about 4.4% in 2011. Developing nations continue to
grow faster than the developed countries by at least three times. IT spend is directly linked to growth in GDP and in
line with this trend, IT spend in 2011 is expected to grow nearly 4%. Worldwide IT spending will also benefit from the
accelerated recovery in emerging markets, which will generate more than half of all new IT spending worldwide in
2011. Hardware is likely to grow the fastest at about 7%, led by the refresh cycle in the Government sector.
Shipments of app-capable, non-PC mobile devices (smart phones, media tablets) are expected to outnumber PC
shipments IT services is expected to grow by about 3.5% in 2011 and 4.5% in 2012.
Business Operations 
Taksheel Solutions Ltd. (TSL) was incorporated in September 1999 at Hyderabad, Andhra Pradesh. TSL is a
comprehensive IT Solution company focused on providing products and services for the companies engaged in
financial services industry & telecom, which are driven by technology all over the world. TSL is a 100% EOU and
ISO 9001: 2008 certified company. TSL’s 11 years of presence in the industry has given the company good
business domain knowledge and experience in deploying services & solutions.
The company is evolved to emerge as a specialized solutions provider offering wealth management technology
solutions, telecom solutions, business intelligence, data warehousing, application development and application
maintenance. Headquartered in Hyderabad, with an office in North America, TSL provide professional IT services to
global clients. The revenues of the company have grown from `32.02Cr for FY08 to `147.26Cr for FY11 in large part
due to acquisition of new clients, aggressive marketing initiatives and strategies planned and executed.
Strengths


•   Wide Range of Wealth Management Solutions
    The company provides wealth management technology solutions to global financial institutions in serving its
    clients, such as banks, hedge funds, insurance companies, investment managers, brokerage firms, trusts and
    family offices. Wealth management solutions market is a high margin niche in BFSI sector, which is constantly
    improving the top-line as well as the bottom-line of the company.

•   Advantage of Early Entry
    The company is one of the few players that entered in the Wealth Management Solutions market in its early
    stages and remain focused on providing cutting edge technology solutions to the global clients in the market.
    Wealth management market is an attractive niche segment in financial services industry. With the cumulative
    experience and business process exposure the company is able to offer differentiated and customizable
    services to the clients.

•   Unique, Versatile and State of the art Telecom products
    The company is specialized in IP multimedia subsystem(IMS), Telecom Signalling Integrated Standard Digital
    Network (ISDN), Channel Associated Signalling (CAS), Signalling System7 (SS7), Short Message Service
    Centre (SMSCs), Least Cost Routing system (LCR), Optimal Routing Solutions (ORS), Voice Mail Servers
    (VMS) and other Value Added Services (VAS) content delivery platforms. Its product portfolio covers enterprise
    IP-Telephony, Unified Communication System, Carrier Grade solutions, Wireless VOIP solutions, IVRS, Voice
    Loggers, Video Conferencing, NMS and other IT Solutions.

•   Depth of experience and knowledge in targeted industry segments
    The company has invested in building a team of industry specialists who have an understanding of the
    industries in which customers operate and the competencies that they require. It has established competency
    centers, across domain, product engineering and platform expertise that are cross-functional teams which
    develop capabilities to differentiate, support and promote core businesses.




Keynote Capitals Institutional Research                                                                       Page 3
 
K E Y N O T E
                                                                                                                               
Objects of the Issue
The objects of the issue are:
•     Capital expenditure for setting up a new SEZ software development center at Hyderabad.
•     Capital expenditure for setting up a new SEZ software development center at Warangal.
•     Acquisitions and Other Strategic Initiatives.
•     Financing the Working Capital requirements.
•     General Corporate Purpose.

Utilization of net proceeds                                                                                          (`Cr)

                                                                                           Estimated         Estimated
                                                                       Total fund      Deployment of        Deployment
    Particulars
                                                                     requirement       Funds in 2011-       of Funds in
                                                                                                 2012        2012-2013
Setting up a new SEZ development center at Hyderabad                          9.15               9.15                 -
Setting up new SEZ development center at Warangal                             8.66                 3.50              5.16
Acquisitions and Other Strategic Initiatives                                22.00                22.00                   -
Financing Incremental Working Capital                                       12.80                12.80                   -
General Corporate Purpose                                                      [●]                   [●]               [●]
Public Issue Expenses                                                          [●]                   [●]               [●]
Total                                                                          [●]


Investment Risks
(Please refer to the RHP for a complete listing of risk factors)
•     The company has negative operating cash flow for two out of last five years, if it is not able to generate sufficient
      cash flows, it may adversely affect the business and financial operations.

•     The IT services market is characterized by rapid technological changes, evolving industry standards, changing
      client preferences and new product and service introductions. The future success of the company will depend on
      its ability to anticipate these developments and the company is successful in maintaining the same. However,
      going forward it may not be successful in anticipating or responding to these advances on a timely basis or, if
      company does respond, the services or technologies it develops may not be successful in the marketplace.

•     Discretionary spending on IT products and services in most parts of the world has significantly decreased due to
      a challenging global economic environment. This may result in cancelled, reduced or deferred expenditures for
      IT services, resulting in lower gross and operating income of the Company.

•     The company has entered into the agreement with one of the investor at the cost of `10Cr for acquiring 1mn
      shares of the company. As per the terms, the company is required to buy back all the shares at `17Cr and also
      come up with an IPO within 18 months from the date of allotment. However, the company has failed in doing so
      and the investor still has not exercise the option. The company has the liability to buy back the shares & pays
      the said amount or else the investor can sell the shares to any other person by mutual agreement at any amount
      and the company has to pay the difference in the said amount.

•     The Company doesn’t own the premises where its registered office is situated and legal formalities for execution
      and registration of lease deed are yet to be completed. Any termination or dispute in relation to these leases
      may have a material adverse effect on the business operations and results thereof.




Keynote Capitals Institutional Research                                                                            Page 4
 
K E Y N O T E
                                                                                      

Restated Profit & Loss Statements                                               (`Cr)

Particulars                                   FY07    FY08     FY09    FY10     FY11
Total Revenues                                11.69   31.72    33.19   49.50   147.26
Total Expenditure                              3.63   15.52    32.17   40.81   118.97
Software Development and Operating expenses    0.82   11.82    29.45   32.77   109.12
Employees Cost                                 1.91    1.44     1.99    1.18     1.45
Managerial Remuneration                        0.00    0.05     0.07    0.07     0.21
Admin & Other Expense                          0.90    2.21     0.66    6.79     8.19
Gross Profit                                   8.06   16.20     1.02    8.69    28.29
Other Income                                   0.19    0.31     2.23    0.00     0.00
EBIDTA                                         8.25   16.51     3.25    8.69    28.29
Depreciation                                   0.14    0.31     0.32    0.06     0.07
Interest                                       0.17    0.34     0.51    0.54     0.81
Earnings before Tax before extra item          7.94   15.86     2.42    8.09    27.41
Prior Period Expense                           0.03    0.00     0.02    0.00     0.00
Earnings before Tax                            7.91   15.86     2.40    8.09    27.41
Tax                                            0.01    1.82     0.01    0.00     0.00
Profit After Tax                               7.90   14.04     2.39    8.09    27.41

Ratios

Particulars                                   FY07    FY08     FY09    FY10      FY11
EBIDTA Margins                                70.6%   52.0%    9.8%    17.6%    19.2%
EBT Margins                                   67.7%   50.0%    7.2%    16.3%    18.6%
PAT Margins                                   67.6%   44.3%    7.2%    16.3%    18.6%
RONW %                                        55.3%   22.4%    4.3%    12.8%    30.2%
ROCE %                                        47.5%   24.7%    5.0%    12.9%    28.4%
Book Value                                    24.64   55.44    48.73   38.77    55.59
EPS                                           13.61   12.42     2.11    4.96     16.81
PE                                            11.02   12.08    71.22   30.25      8.93
BV/Price                                       6.09    2.71     3.08    3.87      2.70




Keynote Capitals Institutional Research                                        Page 5
 
K E Y N O T E
                                                                                    


Restated Balance Sheets                                                    (`Cr)

Particulars                               FY07    FY08    FY09    FY10      FY11
    Gross Block                            1.84    2.71    2.72    0.46      0.51
    Less: Accumulated Depreciation         0.74    1.04    1.36    0.06      0.13
    Net Block                              1.10    1.67    1.36    0.40      0.38
    Capital WIP                            0.65    1.45    1.61   11.74     11.80
    Goodwill                               0.00   19.95    9.98    0.00      0.00
Total Fixed Assets (A)                     1.75   23.07   12.95   12.14     12.18
    Investments(B)                         2.67    2.67    2.67    0.00      0.00
    Inventories                            0.00    0.00    0.00    0.00      0.00
    Sundry Debtors                         4.06   11.89   29.76   42.52     36.31
    Cash & Bank Balance                    0.01    0.98    1.38    0.12      6.05
    Loans & Advances                       8.16   29.84   15.80   17.76     50.61
Other Current Assets                       1.05    0.42    0.11    0.08      0.08
    Total Current Assets (C)              13.28   43.13   47.05   60.48     93.05
    Secured Loans                          2.80    3.02    3.20    3.09      8.13
    Unsecured Loans                        0.00    0.00    0.80    0.77      0.46
    Current Liabilities                    0.62    3.19    3.59    5.58      6.03
Total Liabilities (D)                      3.42    6.21    7.59    9.44     14.62
    Net Worth(A+B+C-D)                    14.28   62.66   55.08   63.18     90.61
    Represented by:
    1.ShareCapital                         5.79   11.35   11.35   16.35     16.35
    2.ShareApplicationMoney                1.49    0.00    0.00    0.00      0.00
    3.Reserves&Surplus                     7.01   51.30   43.72   46.84     74.26
    Net Worth (1+2+3)                     14.29   62.65   55.07   63.19     90.61




Keynote Capitals Institutional Research                                   Page 6
 
K E Y N O T E
                                                                                                                              




                                                 Keynote Capitals Ltd.
                                                          Member
                                      Stock Exchange, Mumbai (INB 230930539)
                               National Stock Exchange of India Ltd. (INB 010930556)
                             Over the Counter Exchange of India Ltd. (INB 200930535)
                              Central Depository Services Ltd. (IN-DP-CDSL-152-2001)




                                                    Registered Office
                                           4th Floor, Balmer Lawrie Building,
                                                  5, J. N. Heredia Marg,
                                            Ballard Estate, Mumbai 400 001.
                                            Tel Nos. 022-2269 4322 / 24 / 25




Disclaimer 

This report by Keynote Capitals Ltd. is purely for information purpose and is based on the Red Herring Prospectus for the
public issue of the company under coverage, published financial statements, public information and the recent analyst
meeting of the company. Neither the information nor any opinion expressed in this report constitutes an offer, or an
invitation to make an offer, to buy or sell the securities mentioned herein. Directors, officers, clients or employees of
Keynote Capitals or its affiliates may have positions in securities covered in this report or in related investments. Keynote
Capitals Ltd may also have proprietary trading positions in securities covered in this report or in related investments.
Opinions and estimates mentioned herein, if any, are based on workings of Keynote Capitals only. Investors in the issue
are advised to read the RHP carefully before subscribing to the issue. Keynote Capitals Ltd. or any of its directors, officers
or employees shall not in any way be responsible for any loss arising from the use of this report. Investors are advised to
apply their own judgment before acting on the contents of this report.



Keynote Capitals Institutional Research                                                                              Page 7
 

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Taksheel solutions IPO Note (Keynote Capitals)

  • 1. K E Y N O T E   I P O N O T E Taksheel Solutions Ltd. Se p te mbe r 28 , 2 011 Price Band : `130 - 150 per share Minimum Bid Lot Size : 45 Equity Shares IPO opens during : Sept 29 – Oct 04, 2011 Book Running Lead Manager : PNB Investment Services Ltd. To list on : NSE & BSE IPO Grading : 2 / 5 (CARE) PE : 7.76x (based on base price)* : 8.93x (based on cap price)* Market Cap post-listing : `327.78Cr or $66.62mn (based on the cap price) Market Cap of Free Float : `172.50Cr or $35.06mn (based on the cap price) *Based on FY11 EPS IPO of 5.5mn equity shares of `10each, aggregating to `82.5Cr or $16.77mn (at the cap price). Shareholding Pattern Pre-Issue Post-Issue No. of Shares % Holding No. of Shares % Holding Promoters & Promoters Group 10352107 63.31% 10352107 47.37% Body Corporate 4763750 29.13% 4763750 21.80% QIBs (incl. Mutual Funds) 0 0.00% 2750000 12.58% Non Institutional Investors 0 0.00% 825000 3.78% Public 1236250 7.56% 3161250 14.47% Total 16352107 100.00% 21852107 100.00% Executive Summary Taksheel Solutions Ltd. (TSL), incorporated in September 1999 is engaged in the business of providing Information Technology services to wealth management service providers. TSL is a 100% EOU and ISO 9001: 2008 certified company.     TCL is headquartered in Hyderabad, with an office in North America and provide professional IT services to global clients. TSL’s 11 years of presence in the industry has given the company good business domain knowledge and experience in deploying services & solutions.    The Indian IT-BPO sector has become the country’s premier growth engine, crossing significant milestones in terms of revenue growth, employment generation and value creation. The sector is estimated to aggregate revenues of $88.1bn in FY2011, with the IT software and services sector (excluding hardware) accounting for $76.1bn of revenues. The changes in financial sector have been empowering the clients with more information and the institutions are forced to disclose more financial information than they would be willing to part with.    The revenues of the company have grown from `32.02Cr for FY08 to `147.26Cr for FY11 in large part due to acquisition of new clients, aggressive marketing initiatives and strategies planned and executed.    Keynote Capitals Institutional Research Page 1  
  • 2. K E Y N O T E   Our View   IPO of TSL priced at the post issue PE multiple 11.93x and P/BV of 3.6x FY11 earnings basis, makes it inexpensive vis-à-vis its competitors. Considering the better financials of the company, which includes higher ROE & ROCE of 30.2% and 28.4% respectively in FY11, we advise the investors to consider subscription for the IPO. Company Background Taksheel Solutions Ltd. (TSL) was incorporated in September 1999 as “IBSS Techno-Park Private Ltd.” at Hyderabad, Andhra Pradesh. Subsequently, the name of the company was changed to “Taksheel Solutions Private Ltd.” in November 2006. Further, the company was converted into a public limited company in December 2006.TSl is engaged in the business of providing Information technology services to wealth management service providers. The company’s aim is to provide simplified information technology for any business. It has emerged as a specialized solutions provider offering wealth management technology solutions, telecom solutions, business intelligence, data warehousing, application development and application maintenance. Promoters and Management Mr. Pavan Kumar Kuchana is the Chairman & Managing Director of TSL having more than 16 years of experience in the tele-communications industry. Since inception of the company he has taken an active role to build a global organization with a focus on delivering value to the customers. He provides a track record in developing "go to market" models, leveraging his skills in defining market opportunities, optimizing company's resources to deliver solutions to these markets, and to build substantial barriers to entry. Mr. Ramaswamy Kuchana is the core promoter of TSL. He was instrumental in setting up the offshore development center at Hyderabad, India, and in procuring the land from Government of Andhra Pradesh, for construction of the proposed development center at Warangal. His leadership skills and administrative experience were of immense help to the company, in its formative years. Industry Overview Over the past decade, the Indian IT-BPO sector has become the country’s premier growth engine, crossing significant milestones in terms of revenue growth, employment generation and value creation. However, the industry performance was affected by recessionary headwinds as the clients cut their IT budgets, cancelled deals, delayed payments and deals, went bankrupt while others renegotiated pricing, looking for severe pricing cuts and currency volatility . Indian IT-BPO Performance The sector is estimated to aggregate revenues of $88.1bn in FY2011, with the IT software and services sector (excluding hardware) accounting for $76.1bn of revenues. During this period, direct employment is expected to reach nearly 2.5mn, an addition of 240000 employees, while indirect job creation is estimated at 8.3mn. As a proportion of national GDP, the sector revenues have grown from 1.2% in FY98 to an estimated 6.4% in FY11. Its share of total Indian exports (merchandise plus services) increased from less than 4% in FY1998 to 26% in FY11. WEALTH MANAGEMENT MARKET The changes in financial sector have been empowering the clients with more information and the institutions are forced to disclose more financial information than they would be willing to part with. Today’s clients are more discerning and well informed of the financial matters than before. They are well aware of the power of consumer demand, have unique and heterogeneous financial needs, and are capable of picking and choosing from a wide array of products and services offered by the financial institutions. There are two reasons for Taksheel focusing its attention on Wealth Management Solutions market: • The growing size and complex needs of Wealth Management Market. • Lack of an integrated technology framework that can address the requirements of Wealth Management Service providers. Keynote Capitals Institutional Research Page 2  
  • 3. K E Y N O T E   Future Outlook The underlying theme of 2010 has been the steady recovery from recession. Worldwide GDP, which had declined by 0.6% in 2009, grew 5% in 2010 and is expected to stabilize at about 4.4% in 2011. Developing nations continue to grow faster than the developed countries by at least three times. IT spend is directly linked to growth in GDP and in line with this trend, IT spend in 2011 is expected to grow nearly 4%. Worldwide IT spending will also benefit from the accelerated recovery in emerging markets, which will generate more than half of all new IT spending worldwide in 2011. Hardware is likely to grow the fastest at about 7%, led by the refresh cycle in the Government sector. Shipments of app-capable, non-PC mobile devices (smart phones, media tablets) are expected to outnumber PC shipments IT services is expected to grow by about 3.5% in 2011 and 4.5% in 2012. Business Operations  Taksheel Solutions Ltd. (TSL) was incorporated in September 1999 at Hyderabad, Andhra Pradesh. TSL is a comprehensive IT Solution company focused on providing products and services for the companies engaged in financial services industry & telecom, which are driven by technology all over the world. TSL is a 100% EOU and ISO 9001: 2008 certified company. TSL’s 11 years of presence in the industry has given the company good business domain knowledge and experience in deploying services & solutions. The company is evolved to emerge as a specialized solutions provider offering wealth management technology solutions, telecom solutions, business intelligence, data warehousing, application development and application maintenance. Headquartered in Hyderabad, with an office in North America, TSL provide professional IT services to global clients. The revenues of the company have grown from `32.02Cr for FY08 to `147.26Cr for FY11 in large part due to acquisition of new clients, aggressive marketing initiatives and strategies planned and executed. Strengths • Wide Range of Wealth Management Solutions The company provides wealth management technology solutions to global financial institutions in serving its clients, such as banks, hedge funds, insurance companies, investment managers, brokerage firms, trusts and family offices. Wealth management solutions market is a high margin niche in BFSI sector, which is constantly improving the top-line as well as the bottom-line of the company. • Advantage of Early Entry The company is one of the few players that entered in the Wealth Management Solutions market in its early stages and remain focused on providing cutting edge technology solutions to the global clients in the market. Wealth management market is an attractive niche segment in financial services industry. With the cumulative experience and business process exposure the company is able to offer differentiated and customizable services to the clients. • Unique, Versatile and State of the art Telecom products The company is specialized in IP multimedia subsystem(IMS), Telecom Signalling Integrated Standard Digital Network (ISDN), Channel Associated Signalling (CAS), Signalling System7 (SS7), Short Message Service Centre (SMSCs), Least Cost Routing system (LCR), Optimal Routing Solutions (ORS), Voice Mail Servers (VMS) and other Value Added Services (VAS) content delivery platforms. Its product portfolio covers enterprise IP-Telephony, Unified Communication System, Carrier Grade solutions, Wireless VOIP solutions, IVRS, Voice Loggers, Video Conferencing, NMS and other IT Solutions. • Depth of experience and knowledge in targeted industry segments The company has invested in building a team of industry specialists who have an understanding of the industries in which customers operate and the competencies that they require. It has established competency centers, across domain, product engineering and platform expertise that are cross-functional teams which develop capabilities to differentiate, support and promote core businesses. Keynote Capitals Institutional Research Page 3  
  • 4. K E Y N O T E   Objects of the Issue The objects of the issue are: • Capital expenditure for setting up a new SEZ software development center at Hyderabad. • Capital expenditure for setting up a new SEZ software development center at Warangal. • Acquisitions and Other Strategic Initiatives. • Financing the Working Capital requirements. • General Corporate Purpose. Utilization of net proceeds (`Cr) Estimated Estimated Total fund Deployment of Deployment Particulars requirement Funds in 2011- of Funds in 2012 2012-2013 Setting up a new SEZ development center at Hyderabad 9.15 9.15 - Setting up new SEZ development center at Warangal 8.66 3.50 5.16 Acquisitions and Other Strategic Initiatives 22.00 22.00 - Financing Incremental Working Capital 12.80 12.80 - General Corporate Purpose [●] [●] [●] Public Issue Expenses [●] [●] [●] Total [●] Investment Risks (Please refer to the RHP for a complete listing of risk factors) • The company has negative operating cash flow for two out of last five years, if it is not able to generate sufficient cash flows, it may adversely affect the business and financial operations. • The IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new product and service introductions. The future success of the company will depend on its ability to anticipate these developments and the company is successful in maintaining the same. However, going forward it may not be successful in anticipating or responding to these advances on a timely basis or, if company does respond, the services or technologies it develops may not be successful in the marketplace. • Discretionary spending on IT products and services in most parts of the world has significantly decreased due to a challenging global economic environment. This may result in cancelled, reduced or deferred expenditures for IT services, resulting in lower gross and operating income of the Company. • The company has entered into the agreement with one of the investor at the cost of `10Cr for acquiring 1mn shares of the company. As per the terms, the company is required to buy back all the shares at `17Cr and also come up with an IPO within 18 months from the date of allotment. However, the company has failed in doing so and the investor still has not exercise the option. The company has the liability to buy back the shares & pays the said amount or else the investor can sell the shares to any other person by mutual agreement at any amount and the company has to pay the difference in the said amount. • The Company doesn’t own the premises where its registered office is situated and legal formalities for execution and registration of lease deed are yet to be completed. Any termination or dispute in relation to these leases may have a material adverse effect on the business operations and results thereof. Keynote Capitals Institutional Research Page 4  
  • 5. K E Y N O T E   Restated Profit & Loss Statements (`Cr) Particulars FY07 FY08 FY09 FY10 FY11 Total Revenues 11.69 31.72 33.19 49.50 147.26 Total Expenditure 3.63 15.52 32.17 40.81 118.97 Software Development and Operating expenses 0.82 11.82 29.45 32.77 109.12 Employees Cost 1.91 1.44 1.99 1.18 1.45 Managerial Remuneration 0.00 0.05 0.07 0.07 0.21 Admin & Other Expense 0.90 2.21 0.66 6.79 8.19 Gross Profit 8.06 16.20 1.02 8.69 28.29 Other Income 0.19 0.31 2.23 0.00 0.00 EBIDTA 8.25 16.51 3.25 8.69 28.29 Depreciation 0.14 0.31 0.32 0.06 0.07 Interest 0.17 0.34 0.51 0.54 0.81 Earnings before Tax before extra item 7.94 15.86 2.42 8.09 27.41 Prior Period Expense 0.03 0.00 0.02 0.00 0.00 Earnings before Tax 7.91 15.86 2.40 8.09 27.41 Tax 0.01 1.82 0.01 0.00 0.00 Profit After Tax 7.90 14.04 2.39 8.09 27.41 Ratios Particulars FY07 FY08 FY09 FY10 FY11 EBIDTA Margins 70.6% 52.0% 9.8% 17.6% 19.2% EBT Margins 67.7% 50.0% 7.2% 16.3% 18.6% PAT Margins 67.6% 44.3% 7.2% 16.3% 18.6% RONW % 55.3% 22.4% 4.3% 12.8% 30.2% ROCE % 47.5% 24.7% 5.0% 12.9% 28.4% Book Value 24.64 55.44 48.73 38.77 55.59 EPS 13.61 12.42 2.11 4.96 16.81 PE 11.02 12.08 71.22 30.25 8.93 BV/Price 6.09 2.71 3.08 3.87 2.70 Keynote Capitals Institutional Research Page 5  
  • 6. K E Y N O T E   Restated Balance Sheets (`Cr) Particulars FY07 FY08 FY09 FY10 FY11 Gross Block 1.84 2.71 2.72 0.46 0.51 Less: Accumulated Depreciation 0.74 1.04 1.36 0.06 0.13 Net Block 1.10 1.67 1.36 0.40 0.38 Capital WIP 0.65 1.45 1.61 11.74 11.80 Goodwill 0.00 19.95 9.98 0.00 0.00 Total Fixed Assets (A) 1.75 23.07 12.95 12.14 12.18 Investments(B) 2.67 2.67 2.67 0.00 0.00 Inventories 0.00 0.00 0.00 0.00 0.00 Sundry Debtors 4.06 11.89 29.76 42.52 36.31 Cash & Bank Balance 0.01 0.98 1.38 0.12 6.05 Loans & Advances 8.16 29.84 15.80 17.76 50.61 Other Current Assets 1.05 0.42 0.11 0.08 0.08 Total Current Assets (C) 13.28 43.13 47.05 60.48 93.05 Secured Loans 2.80 3.02 3.20 3.09 8.13 Unsecured Loans 0.00 0.00 0.80 0.77 0.46 Current Liabilities 0.62 3.19 3.59 5.58 6.03 Total Liabilities (D) 3.42 6.21 7.59 9.44 14.62 Net Worth(A+B+C-D) 14.28 62.66 55.08 63.18 90.61 Represented by: 1.ShareCapital 5.79 11.35 11.35 16.35 16.35 2.ShareApplicationMoney 1.49 0.00 0.00 0.00 0.00 3.Reserves&Surplus 7.01 51.30 43.72 46.84 74.26 Net Worth (1+2+3) 14.29 62.65 55.07 63.19 90.61 Keynote Capitals Institutional Research Page 6  
  • 7. K E Y N O T E   Keynote Capitals Ltd. Member Stock Exchange, Mumbai (INB 230930539) National Stock Exchange of India Ltd. (INB 010930556) Over the Counter Exchange of India Ltd. (INB 200930535) Central Depository Services Ltd. (IN-DP-CDSL-152-2001) Registered Office 4th Floor, Balmer Lawrie Building, 5, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001. Tel Nos. 022-2269 4322 / 24 / 25 Disclaimer  This report by Keynote Capitals Ltd. is purely for information purpose and is based on the Red Herring Prospectus for the public issue of the company under coverage, published financial statements, public information and the recent analyst meeting of the company. Neither the information nor any opinion expressed in this report constitutes an offer, or an invitation to make an offer, to buy or sell the securities mentioned herein. Directors, officers, clients or employees of Keynote Capitals or its affiliates may have positions in securities covered in this report or in related investments. Keynote Capitals Ltd may also have proprietary trading positions in securities covered in this report or in related investments. Opinions and estimates mentioned herein, if any, are based on workings of Keynote Capitals only. Investors in the issue are advised to read the RHP carefully before subscribing to the issue. Keynote Capitals Ltd. or any of its directors, officers or employees shall not in any way be responsible for any loss arising from the use of this report. Investors are advised to apply their own judgment before acting on the contents of this report. Keynote Capitals Institutional Research Page 7