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Directors Report of Aurionpro Solutions Ltd.

Mar 31, 2023

The Directors of Aurionpro Solutions Limited ("your companyâ or "the Companyâ or "Aurionproâ) are pleased to present this Twenty Sixth Annual Report of the Company, together with its Audited Financial statements for the year ended 31^st March, 2023 ("financial year under review").

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Statements are detailed hereunder.

The Company''s financial performance for the financial year ended 31^st March 2023 as compared to the previous financial year ended 31^st March 2022 is summarized below:

(Rs. in Lakhs)

	Consolidated		Standalone
Particulars	31-03-2023	31-03-2022	31-03-2023	31-03-2022
Revenue from operations	65,933.16	50,501.22	42,010.08	28,987.72
Profit before Share of Profit of Associates, Exceptional Items and Tax	12,275.68	9,465.69	-	-
Profit Before Tax	12,232.20	9,465.69	4,957.35	3,541.87
Income Tax Expense:
Current Tax	2269.66	1,818.56	1,033.29	885.77
Deferred tax charge / (Credit)	(226.03)	89.75	62.89	18.55
Profit After Tax	10,188.57	7,557.38	3,861.17	2,637.55
Earnings Per Equity Share
Basic and Diluted (In f)	42.69	31.00	16.93	11.57

Key Highlights of the Consolidated Performance of the Company

â¢ Strong performance with accelerated growth momentum across businesses;

â¢ Consolidated Revenue: ? 65,933.16 Lakhs (grew 31 % year on year)

â¢ EBITDA & PAT for FY23 was higher by 30% & 35% respectively on a YoY basis

â¢ EPS for Q4FY23 stood at ? 11 and for FY23 it stood at ? 42.69, which was an increase of 38% on a YoY basis

2. MATERIAL CHANGES & COMMITMENTS

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year and this date of the report. There was no change in company''s nature of business during the financial year 2022 - 23.

3. DIVIDEND AND RESERVES

The profit after tax based on standalone financial statements for the year ended 31^st March 2023, was ? 3,861.17 lakhs and the same was transferred to the Retained Earnings.

The Board of Directors of your company is pleased to recommend a dividend of ? 2.5 per equity share of the face value of ? 10 each (@25%), payable to those shareholders whose names appear in the Register of Members as on the Book Closure / Record Date.

4. STATE OF COMPANY''S AFFAIRS

The performance across all the parameters remained robust during the FY 23 which underscores growth momentum in all our key businesses. Our strategy to build highly differentiated global products and platforms continues to gain traction and both our key businesse segments exceeded the operational targets thanks to the robust demand environment across all our markets and highly disciplined execution from our sales and delivery teams. The Company continued with the focus on driving a large part

of the reinvested capital into enhancing our R&D spend to create next generation platforms as well as creating a best-in-class global sales channel to fuel our next leg of expansion. We have started FY24 with a growing pipeline, a strong order book, a slate of market leading products and an execution machine that has now delivered two consecutive years of high growth since we revamped our strategic framework. We believe we are in a great position to continue our strong growth trajectory.

5. SHARE CAPITAL

During the year, no further capital was raised by the Company. However, the Company has launched Aurionpro Solutions Limited, Employee Stock Purchase Scheme 2022 (''ASL ESPS 2022'') and formed Aurionpro Solutions Limited-Employee Benefit Trust (''ASL ESPS Trust'') to administer the ESPS scheme as per the approval of the Board of Directors on 25^th July, 2022 and Shareholders on 26^th September, 2022. The Company has allotted & earmarked 10,00,000 shares to ASL ESPS Trust under ASL ESPS 2022 which shall be granted to the eligible employees'' subject to the Offer Conditions prescribed under the Scheme.

6. SUBSIDIARIES / JOINT VENTURES

As on 31^st March 2023, the Company had 07 (Seven) Indian Subsidiaries and 23 (Twenty three) Foreign Subsidiaries (including step down Subsidiaries).

The provisions of Regulations 24 and 24A of SEBI Listing Regulations, with reference to Subsidiaries were duly complied with, to the extent applicable.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("the Actâ), a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

During the financial year under review, the major changes with respect to the Subsidiaries and Associate(s) of the Company were as under:

- the Company through its subsidiary Aurionpro Solutions Pte.Ltd based in Singapore; has increased its stake in SC Soft Pte. Ltd from 51% to 90%, for a total contribution of US $3.61 Million (Approx. ? 2,887 Lakhs) in the month of September, 2022 and will acguire balance 10% stake in a phased manner up to December, 2023.

- the Company through its USA based subsidiary Aurionpro Fintech Inc. completed 100% acquisition of Real Patient Solutions (Hello Patients) start-up registered in the State of Delaware, USA at an all cash transaction for a consideration of USD 250,000 in the month of September 2022. Hello Patients provides a healthcare billing and patients'' management solution that leverages Aurionpro'' s technology for payments processing.

- Aurionpro Payment Solutions Pvt. Ltd.(AuroPay) has received an in-principle approval from the Reserve Bank of India(RBI) on 04/05/2023 to operate as a Payment Aggregator under the Payment and Settlement Act, 2007. AuroPay can commence Payment Aggregator Business upon receiving the final certificate of Authorization from RBI. During the year, the Company has made a further investment and subscribed to 50,00,000 compulsory Convertible Preference Shares of the face value of ? 10/- each amounting to ? 500 lakhs

- the Company through its subsidiary in Singapore SC Soft Pte. Ltd. has acguired 100% stake in SC Soft Americas LLC at USD 25,000. This acquisition will help the Company to strengthen its presence in the AFC and ITMS business in the North American Market.

- the Company through its wholly owned subsidiary in Singapore, Aurionpro Solutions Pte. Ltd. formed a doint Venture with Inclusive Financial Solutions (''IFS'') a leading Saudi Arabia based fintech and singed strategic partnership agreement to establish a new joint venture company, Aurionpro Middle East for Information Technology Company (''Aurionpro MENA'') in the month of November 2022. Aurionpro MENA is established on 16^th January, 2023 to provide cutting-edge solutions to banks and fintech''s in the Kingdom of Saudi Arabia. The Company will contribute 30% of the share capital of the Company and IFS will contribute around 70%.

- the Company through its subsidiary in Singapore SC Soft Pte. Ltd acguired 100% stake in SC Soft Information Technology Consultancy Co. Ltd, Turkey (''SC Soft Istanbul'') primarily focuses on the smart mobility segment, particularly Automated Fare Collection (AFC) on April, 2023 before approving Directors'' report.

7. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return, in prescribed form MGT 7, of the company for the financial year 2022-23 will be available on the Company''s website at www.aurionpro.com

8. CORPORATE GOVERNANCE

The Report on corporate governance as per the reguirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Reguirements) Regulations, 2015 ("the LODR"), forms part of this Annual Report. Further, the requisite certificate from M/s. Milind Nirkhe & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of corporate governance has been included in the said Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis for the year under review, as reguired under Regulation 34 (2) (e) of the LODR has been covered in a separate section forming part of this Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes that the Corporate social responsibility is more than just a commitment to contribute to sustainable economic development of local community and society at large, but rather an unsaid commitment is to take ahead the society with us to improve their lives in ways that are good for business and for development.

The Corporate Social Responsibility("CSR") Activities are governed and managed through the Corporate Social Responsibility Policy ("CSR Policy") approved by the Board. The CSR Policy of the Company provides for the designing and structuring of the activities for achieving the ultimate goal of improvement in quality of life and building sustainable future. The company has a Board - level CSR committee which recommend the budget for funding various charitable activities and contributions to be made to various initiatives. The CSR Committee of the board oversees the implementation of CSR Projects in line with CSR Policy. The CSR Policy of the Company is available on the website of the Company at www.aurionpro.com

The Company continually explore ways to maximize the society''s welfare through charity and welfare initiatives, arts and culture, sports sponsorship and academic exchange. We are actively influencing different stakeholders, so that they will utilize their capabilities to improve their quality of life, ensuring the people have egual development opportunities, regardless of their economic situation.

The Company has adopted the participatory approach in designing and implementing the CSR Activities of the Company. The Company''s CSR arm, Aurionpro Foundation, the Foundation has launched a new forum ''Aurocares'' where we invite our employees to suggest ideas, create, and design various programmes aimed at advancing causes. Through this foundation, the company had made contribution in the area of promoting education through additional coaching and ensuring environmental sustainability, ecological balance, etc.

During FY 2022-23, our total CSR expenditure amounted to ? 56.38 lakhs. In accordance with the provisions of Section 135 of the companies act 2013, we have adopted a CSR Policy outlining various CSR activities to be undertaken. The policy strives for contribution towards sustainable economic development that positively impacts the society at large through strategic CSR application, to build a sustainable and profitable future for all.

At Aurionpro, we would promote various charitable and social initiatives by way of donations to the charitable organizations as well as by supporting various social programs undertaken by the NGOs. However, in order to undertake, promote and fund various social initiatives in an organised manner, we have formed Aurionpro Foundation, a section 8 Company under the Companies Act, 2013. Aurionpro Foundation selects projects under ''Aurocares'' forum which are funded by the Foundation and executed directly or through selected NGOs.

Some of the projects which are being supported through Aurocares are as under:

a) Project for the construction of the toilets for school children at Vaitarana, a remote village near Igatpuri in Nasik District, Maharashtra, India.

b) Project to fund the stationery and books for the school children in the ZP schools in the remote villages in Nasik

c) Project in which some of our employees are teaching English and Maths to the students of village schools. For this purpose, Aurocares has made available the TV screen and internet connection to the school through which the volunteers of Aurocares can connect with the students.

d) Project for the supply for computers and other stationery to the government school in Mumbai.

The aforesaid projects were undertaken in partnership with the other registered NGOs, some are affiliated to Rotary Club of India and with Fandry Foundation. While at Aurionpro Foundation, we have to build capacities to conduct impact assessment of the various initiatives in house. Presently, we are working with the partner NGOs and they provide to us the detailed report on the status and impact of various initiatives.

The disclosures, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this

Report as "Annexure 1".

11. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Company has an internal control system which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls maintained by the Company, work performed by the various auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY2022-23.

In terms of the provisions of Section 134(3)(c) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates 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 31^st March, 2023 and of the profit and loss of the Company for that period;

Hi. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTOR''S/KEY MANAGERIAL PERSONNEL (KMP)

As on 31^st March, 2023, the Company has two promoters who are executive Directors, two Non-Executive directors and four Independent Directors including one women director.

Appointment

Mr. Ashish Rai (DIN: 09683487) was appointed as an Additional Non-Executive Director w.e.f. 01^st August, 2022 and whose appointment was approved and regularized under section 152 of the Companies Act, 2013, in the previous AGM held on 26^th September, 2022.

â¢ Re-appointment of Mr. Paresh Zaveri the Managing Director of the company

Mr. Paresh Zaveri was appointed as Managing Director of the Company for a period of five years effective from 1^st September, 2018. Mr. Paresh Zaveri is a promoter director on the Board of the Company. Keeping in view his long association with the Company, his expertise, qualifications and experience, as also the increased responsibilities on account of various expansion plans undertaken by the Company and its subsidiaries, the Board of Directors on the recommendations of Nomination and Remuneration Committee, has approved and recommend reappointment of Mr. Paresh Zaveri for a furtherterm offive years with effect from 1^st September, 2023 to 31^st August, 2028.

The information as required to be disclosed under regulation 36 of the LODR and brief profile of director in case of reappointment of director is incorporated in explanatory

statement of AGM Notice forming part of the Annual Report.

â¢ Re-appointment on account of retirement by rotation

In accordance with the provisions of the Act and Articles of Association of the company, Mr. Amit Sheth retires by rotation and being eligible, offers himselffor re-appointment.

The information as required to be disclosed under Regulation 36 of the LODR and brief profile of director in case of reappointment of director is incorporated in explanatory

statement of AGM Notice forming part of the Annual Report.

â¢ Independent Directors

Dr. Rajeev Uberoi (DIN: 01731829) was appointed as an Independent Director w.e.f. 14^th December, 2022 for the first term of 5 years and same was approved by members by passing a special resolution through postal balloton 5^th March, 2023.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

None of the directors of the Company is disqualified under the provisions of the Act or under the LODR. All Independent Directors have provided confirmations as contemplated under section 149(7) of the Act.

â¢ Key Managerial Person

Pursuant to the provisions of Section 203 of the Act as on the date of this Report, the Key Managerial Personnel of the Company comprised of Mr. Paresh Zaveri, Chairman and Managing Director, Mr. Vipul Parmar, Chief Financial Officer and Mr. Ninad Kelkar, CompanySecretary.

14. PERFORMANCE EVALUATION

The Company''s policy relating to the appointment and remuneration of Directors, KMPs and other employees, including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board has formulated the Nomination and Remuneration Policy for selection and appointment of Directors, senior management personnel and their remunerations. This policy is available at the Company''s website www.aurionpro.com

15. MEETINGS

During the year under review, the Board met Four times. For details of meetings of the Board, please refer to the Corporate Governance Report, which is part of this report.

16. COMMITTEES

As on the date of this report, the Board has following committees

applicable under the Act/LODR:

i) Audit Committee;

ii) Nomination and Remuneration/Compensation Committee;

iii) Stakeholder Relationship/lnvestor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms of reference and other details are

provided in Corporate Governance Report.

17. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

According to the provisions of Section 125 and other applicable provisions of Companies Act, 2013 (hereinafter "the Act"), dividend that remains unpaid/ unclaimed for a period of seven years, are to be transferred to the account administered by the Central Governmentviz: Investor Education and Protection Fund ("IEPF").

According to Section 124 of Companies Act, 2013 the Company has transferred unpaid or unclaimed dividend amount within 7 days after expiry of thirty days to the account opened by the Company on that behalf in the bank called the Unpaid Dividend Account. Further pursuant to sub-section (5) of section 124 if the amount has not been paid or claimed for seven consecutive years or more shall be transferred by the company to the Investor Education and Protection Fund (IEPF). As required under section 124 of the Act, Unclaimed dividend amount aggregating to ? 1,89,321/- pertaining to financial year ended on 31^st March, 2015 lying with the Company for a period of seven years was transferred during the financial

year 2022-23, to Investor Education and Protection Fund (IEPF) established bythe Central Government.

Further, as required under section 124 of the Act, 7,460 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2022-23. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The Company has appointed Mr. Ninad Kelkar, as the Nodal Officer to ensure compliance with the IEPF Rules.

The details of unpaid and unclaimed amounts lying with the Company is available on the Company''s website:- HYPERLINK "http://www.aurionpro.com"www.aurionpro.com

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism and has put in place a ''Whistle Blower policy'' in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the Company at www.aurionpro.com

19. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. The detailed section on business risks and opportunities forms part of Management Discussion and Analysis Report, which forms part of the Annual Report.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Act, are given under the note no. 40 to the standalone financial statements forming part of this annual report.

21. PARTICLUARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the financial year, the Company has not entered into any contract/arrangement, transactions with related parties which could be considered material in accordance with the policy of the Company as to related party transactions. The details of all related party transactions are placed before the Audit Committee for approval. The policy as to Related Party Transactions, as approved by the Board, is available on the Company''s website at www.aurionpro.com

The details of transactions entered into with the related parties are disclosed in the notes to the stand-alone financial statements forming part of this Annual Report.

22. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any public deposits.

23. AUDITORS AND THEIR REPORTING

M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W-100045) were appointed as Statutory

Auditors of the Company for a period of two years at the twenty fourth Annual General Meeting ("AGMâ) held on 24^th September, 2021 to hold office till the conclusion of Twenty Sixth AGM.

The Board of Directors at its meeting held on 16^th May, 2023 have considered and approved appointment of M/s. CKSR Chartered Accountants, Mumbai (Firm Regn. No.131228W/W100044) as Statutory Auditors of the Company. The said appointment shall be subject to the approval of the members in the ensuing Annual General Meeting of the Company.

The Company has also received confirmation from M/s. CKSR Chartered Accountants, Mumbai, to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The members, the members are requested to consider their appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing Annual General Meeting, till the 31^st Annual General Meeting to be held in the calendar year 2028, at such remuneration mutually agreed and approved bythe Board.

The Statutory Auditors of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

24. SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Milind Nirkhe & Associates, Company Secretary in Practice to conduct the Secretarial Audit for the financial year under the review. The Report of the Secretarial Auditor in Form MR-3 is annexed herewith as "Annexure 2".

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

25. HUMAN RESORUCE

The Company has always desired to be an organization and a workplace which attracts, retains and provides a canvas for talent to operate. The Company believes on the value that the employees are strength and are reason behind its rapid growth and expansion. They are part of our larger family that cultivates respect and fosters wellbeing of each other.

The company encourages the inclusive growth by having the highly motivated and performance led workforce being a valued partner to the communities and responding to customer needs ensures the success of our business.

Enabling Human Talent

We believe in caring, understanding and supporting the needs of our employees. We focus on employee benefits and salaries, which helps enhance employees'' sense of identity and allows them to feel more engaged with the company. Your company has been certified as Great Place to Work Certificationâ¢ in India.

Diversity and Inclusion

At Aurionpro, we have established a corporate culture of diversity and inclusion. We ensure that no individual is treated differently

or discriminated based on gender, race, socioeconomic status, religion, physical and mental disability, or other reasons. We also recognize the importance of gender friendly mechanisms and

have adopted measures to create an inclusive workplace. There is healthy representation of women at leadership level.

Employee Attraction and Retention

Our people are our most valued asset. In order to ensure that we are positioned to execute and consistently achieve our strategic, business objectives, we focus on acquiring the right talents, engaging and retaining our employees with on-going initiatives and activities to create a positive and productive work culture. We have established a Performance Management System to provide employees with a fair and reasonable performance review, development, and improvement system.

Employee Training and Development

The Company continues to invest significantly in the training of our workforce on a continuous basis. These trainings can provide learning opportunities to employees and can help employees upskill, stay up to date on latest advancements and become more effective in their roles. We believe that the personal growth of the employees would elevate ourorganizational performance and help in achieving long-term business growth and sustainability for our organization.

Employee Health and Well-being

We adopt a holistic approach to workplace wellness encompassing the physical, social and psychological wellbeing of our employees. Our workplace wellness plans are supported by activities that encourage employee well-being and team bonding, employee-led committees that organise a range of recreational and wellness activities, and voluntary free annual health screenings for all employees

26. PARTICLUARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provisions of the first proviso to Section 136(1) ofthe Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) ofthe of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 3".

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Act, read with rule 8 of the Chapter IX of the Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the

conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

Technology Absorption:

The Company continues to adopt latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Earnings in Foreign Currency		(? in Lakhs)
Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Revenue From Operations	5,432.85	4,129.88
Interest and Other Income	102.68	43.52
Total	5,535.53	4,173.40
Expenditure in Foreign Currency		(? in Lakhs)
Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Software, Hardware and Other Material Cost	513.85	1,163.68
Travelling, Conveyance and Other Expenses	22.44	8.57
Total	536.29	1,172.25

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place necessary policy which is in line with the requirements under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints if any, received regarding sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Compliants Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Company has not received any complaints underthe policy.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

30. COST RECORDS

The Company is not required to maintain cost records specified by Central Government under section 148(1) of the Act.

31. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

32. DISCLAIMER AND FORWARD-LOOKING STATEMENT

The statements in the Board''s Report and the Management

Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

33. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including Company''s employees, the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of DirectorsSd/-

Place: Navi Mumbai Paresh Zaveri

^{Date: 16th May}2023 Chairman & Managing DirectorRegistered Office:

Synergia IT Park, Plot No. R-270, T.T.C. Industrial Estate, Near Rabale Police Station, Rabale, Navi Mumbai -400701.

Mar 31, 2018

To the Members of Aurionpro Solutions Limited,

The Directors are pleased to present Twenty First Annual Report of the Company, together with its audited financial statements for the year ended 31^st March 2018.

1. FINANCIAL RESULTS

The financial performance of the Company on Consolidated Basis:

(Rs. in Lakhs)

	31 March 2018	31 March 2017
Income
Revenue from operations	41854.54	49,390.26
Other Income	569.21	846.39
Total Revenue	42423.75	50,236.65
Operating Expenses	12922.06	17,720.32
Change of Inventories of raw material, finished goods and stock-in-trade	(683.11)	(220.69)
Employee benefits expense	17429.41	20,957.25
Finance costs	1396.69	1,637.28
Depreciation and amortization expenses	3224.65	2,952.57
Other expenses	4199.97	6,341.54
Total expenses	38489.67	49,388.27
Profit before tax, minority interest and exceptional item	3,934.08	848.38
Add/Less: Exceptional item	-	2759.71
Profit before tax and minority interest	3,934.08	3608.09
Income tax expense:
(a) Current tax	1,029.94	305.13
(b) MAT credit utilized/entitlement	61.62	186.13
(c) Tax adjustment of earlier years	-	275.37
(d) Deferred tax credit	(946.61)	(410.23)
Profit after tax but before minority interest	3789.13	3251.69
Less: Minority interest	_-	_-
Profit after tax from Continued Operations	3,789.13	3251.69
Profit before Tax from Discontinued Operations	10,806.79	1288.30
Tax Expenses of Discontinued Operations	3.171.39	322.19
Profit after Tax from Discontinued Operations	7,635.40	966.11
Profit for the period attributable from Continued Operations
(a) Equity holders of the company	2,937.20	3470.58
(b) Non Controlling Interest	851.93	(218.89)
Profit for the period attributable from discontinued Operations
(a) Equity holders of the company	5,918.69	1031.14
(b) Non Controlling Interest	1,716.71	(65.03)

Note:

1) Pursuant to its Order dated July 27, 2018, the Honâble National Company Law Tribunal, Mumbai (NCLT) has sanctioned the Scheme of Demerger (âthe Scheme) in terms of which certain businesses, including Interactive Customer Communication (Interact DX) and Supply Chain Solutions (Logistics) were demerged and transferred into Trejhara Solutions Ltd. The Appointed Date for the Scheme was March 31, 2017. Therefore, the figures stated above are after giving effect of the âAccounting T reatmentâ envisaged under the Scheme.

2) The previous yearâs figures have been regrouped/re-classified, wherever required and the same are not comparable due to effect of the Demerger as per the Scheme of Demerger.

3) Figures of the Statement of Profit and Loss for the year ended 31 March, 2017 includes demerged business performance, hence current year figures are not comparable with those for the previous year. (Refer Note 43)

The financial performance of the Company on Standalone Basis:

(Rs. in Lakhs)

	31 March 2018	31 March 2017
Income Revenue from operations Other Income	26793.99 577.88	21191.91 816.85
Total Revenue	27371.87	22008.76
Operating Expenses	13448.91	7450.63
Change of Inventories of raw material, finished goods and stock-in-trade	(717.20)	120.71
Employee benefits expense	8200.66	8075.19
Finance costs	1020.19	916.99
Depreciation and amortization expenses	1166.92	1329.6
Other expenses	2523.01	2297.32
Total expenses	25642.49	20190.44
Profit before tax, minority interest and exceptional item	1729.38	1818.32
Add/Less: Exceptional item	-	-
Profit before tax and minority interest	1729.38	1818.32
Income tax expense:
(a) Current tax	678.69	333.34
(b) MAT credit utilized/entitlement	61.61	186.13
(c) Tax adjustment of earlier years	-	285.71
(d) Deferred tax credit	(237.56)	31.04
Profit After Tax	1226.64	982.10

Note:

2) The previous year figures have been regrouped/re-classified, wherever required and the same are not comparable due to effect of the Demerger as per the Scheme of Demerger.

2. MATERIAL CHANGES & COMMITMENTS

SCHEME OF DEMERGER:

The Board of Directors of the Company had, on May 9, 2017 approved the scheme of arrangement (âthe Schemeâ), under Section 230-232 of the Companies Act, 2013, for the demerger of certain businesses of Aurionpro Solutions Limited (hereinafter referred to as (âAurionproâ) into Trejhara Solutions Limited (âTrejharaâ). Subsequently, after obtaining approval from the stock exchanges and shareholders (through an NCLT convened meeting held on January 23, 2018) the Scheme was approved by the Honâble National Company Law Tribunal, Mumbai vide its Order dated July 27, 2018. The same was filed with the Registrar of Companies on August 2, 2018, then the Scheme became effective.

The âAppointed Dateâ as per the Scheme was fixed at March 31, 2017, with effect from which the âDemerged Undertakingâ which inter alia includes all the operations, including assets and liabilities pertaining to the âDemerged Businessâ have been transferred to the Trejhara. Accordingly, the audited financial statements for the year ended March 31, 2018, in this Annual Report, has been published after giving effect of the âAccounting Treatmentâ envisaged under the Scheme. The financial statements for the year ended March 31, 2017, have also been re-stated to the extent of the impact of the Scheme for comparison purpose.

Apart from above, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and the date of this report.

2. DIVIDEND

The Company has witnessed healthy growth in the financial year 2017-18, taking note of the same, the Board of Directors (âthe Boardâ) has recommended dividend at the rate of Rs. 2/- per equity share (20%) for the financial year ended 31^st March, 2018.The total payout towards dividend and tax thereon will be Rs. 568.42 Lakhs.

The Members may approve the proposed dividend.

3. STATE OF COMPANYâS AFFAIRS

The demerger of the non-core business lines has been completed. The demerger was aimed at unlocking value of the demerged businesses as well as other core business of the Aurionpro. The demerger will enable the management to provide focused attention in terms of management support and investment to each of core businesses of the Company. After demerger, the management has focused on sharpening and strengthening three core businesses - Cybersecurity, Banking & Fintech and Government solutions.

Increase in business of Digital Innovation & Government Services has led to growth in revenue. The Company has enough presence in Government Services business and is confident of executing it in the most efficient way and hoping for more business to tick in which will help us grow our top line with accelerated margins. Shift towards IP Portfolio (Cybersecurity, Digital Innovation & Banking and Fintech) has led to margin expansion, going ahead the Board expects the accelerated growth from better monitization of the portfolio in existing and new markets.

The details on operational & financial performance are covered at length in the Management Discussion and Analysis Section, forming Part of this Report.

4. FINANCIAL RESOURCES/FUND RAISING

(a) ESPS:

During the year, with an objective to retain and attract talent in the organization, the Company had launched Employee Share Purchase Scheme, 2017 (âESPS 2017â), which was approved by the Members through Postal Ballot, results of which were declared on 7^th September, 2017. The ESPS 2017 has been framed and implemented in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014.

In terms of the ESPS 2017, the shares are offered to the eligible employees of the Company and its subsidiaries, at a face value i.e Rs. 10/- per share. The Board of Directors (including Committee of the Board empowered for this purpose) has been empowered to identify eligible employees, based on their performance evaluation. The equity shares issued under the ESPS 2017 are subject to the lock-in for a period of one year as per the SEBI (Share Based Employee Benefits) Regulations, 2014.

The details of the shares issued and allotted under the ESPS, 2017 as on the date of this Report, are as under:

Particulars	Outstanding Shares
Total Number of Shares for which In principle approval received from the stock exchanges	11,51,765
Less: Number of Shares allotted on 28^th December, 2017	1,14,000
Less: Number of Shares allotted on 10^th January, 2018	4,65,000
Less: Number of Shares allotted on 19^th June, 2018	16,000
Number of Shares available for further Grant	5,56,765

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The details of Subsidiaries/Joint Ventures/Associate Companies and changes thereto, if any, has been provided in MGT-9, which forms part of this Directors Report.

7. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the prescribed form MGT-9 is annexed herewith as âAnnexure 1â.

8. CORPORATEGOVERNANCE

The Report on corporate governance as per the requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. Further, the requisite certificate from M/s. Milind Nirkhe & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of corporate governance has been included in the said Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

Management Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been covered in a separate section forming part of this Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The CSR Policy of the Company is available on the website of the Company at www.aurionpro.com.

During the year under review, the Company has contributed Rs. 40 Lakhs towards the activities in the area of education and academics and the institution working therefor.

The Board has constituted a âCSR committeeâ which comprises of following directors:

Ms. Carol Realini - Chairperson

Dr. Mahendra Mehta - Member

Mr. Amit Sheth - Member

Mr. Samir Shah - Member

The CSR Committee, inter alia determines the budget for funding various charitable activities and the recommends the contributions to be made to various initiatives.

The disclosures, as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, has been enclosed to this Report as âAnnexure 2â.

11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

12. DIRECTORSâ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3)(c) of the Act, the Board confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates 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 31^st March, 2018 and of the profit and loss of the Company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis; and

v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)

(a) Board of Directors:

Pursuant to the provision of Section 152(6) of the Companies Act, 2013, and article 127 of the Articles of Association of the

Company Mr. Sanjay Desai, Director is retiring by rotation, and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The information as required to be disclosed under regulation 36 of the Listing Regulations in case of reappointment of director is provided in Corporate Governance Report forming part of the Annual Report.

During the year under review, Mr. Hariharan Sambhashiva resigned from the Directorship with effect from 30^th May, 2018, due to his pre-occupation and other professional commitments. The Directors place on record their sincere appreciation towards the services rendered by Mr. Hariharan Sambhashiva during his tenure as director of the Company.

(b) KMP

During the year, at the meeting held on August 28, 2018, Mr. Sachin Sangani was appointed as the Chief Financial Officer of the Company. In the same meeting, Mr. Samir Shah, CEO & Director was also designated as a Key Managerial Person, alongwith Mr. Sachin Sangani, CFO and Mr. Ninad Kelkar, Company Secretary.

14. PERFORMANCE EVALUATION

The Companyâs policy relating to appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report.

The Board of Directors annually evaluate its own performance and that of its committees and individual Directors.

The Board has formulated the Nomination and Remuneration Policy for selection and appointment of Directors, senior management personnel and their remunerations. http://www.aurionpro.com/investors/.

15. MEETINGS

During the year under review, the Board met eight times and the gap between two meetings did not exceed 120 days.

16. COMMITTEES

As on the date of this report, the Board has four committees-

i) Audit Committee;

ii) Nomination and Remuneration/Compensation Committee;

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee; and

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms of reference and other details are provided in Corporate Governance Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism and has put in place a âWhistle Blower policyâ in order to enable the employees and Directors of the Company to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the Company at http://www.aurionpro.com/investors/.

18. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company. This policy is available on the website of the company at http://www.aurionpro.com/investors/.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments, covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given under the notes to the standalone financial statements forming part of this annual report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions entered into during the financial year were on an armâs length basis and were in the ordinary course of business. During the financial year, the Company has not entered into any contract/arrangement, transactions with related parties which could be considered material in accordance with the policy of the Company as to related party transactions. The details of all related party transactions are placed before the Audit Committee for approval. The policy as to

Related Party Transactions, as approved by the Board, is available on the Companyâs website at http://www.aurionpro.com/investors/.

The details of transactions entered into with the related parties are disclosed in the notes to the stand alone financial statements forming part of this Annual Report.

21. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any public deposits.

22. AUDITORS AND AUDIT REPORT:

M/s. Chokshi & Chokshi LLP, were appointed as the Statutory Auditors of the Company at the Annual General Meeting Held on September 26, 2017 for a term of 4 years.

The Statutory Auditors of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit was carried out by M/s. Milind Nirkhe & Associates, Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as âAnnexure 3â.

The qualifications raised by the Secretarial Auditor and Boardâs response thereto are as under.

Qualification: The Board of Directors of the Company consists of Seven (7) Directors, consisting of 3 Non- Executive Directors, 1 Executive Director and 3 Independent Directors. Presently the composition of the Board of Directors is not in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Response: The Board has taken cognizance of this and the Board shall be re-constituted soon as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as âAnnexure 4â.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Chapter IX The Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

- Conservation of Energy:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence are not provided.

- Technology Absorption:

- Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place necessary policy as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, the Internal Complaints Committee had received one complaint of the nature covered under the said Act and the same was redressed. There are no pending cases.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. DISCLAIMER AND FORWARD LOOKING STATEMENT

The statements in the Boardâs Report and the Management Discussion & Analysis describing the Companyâs objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

29. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by all the stakeholders including the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of Directors

Paresh Zaveri Amit Sheth Samir Shah

Chairman Co-Chairman & Director Chief Executive Officer

Navi Mumbai Registered Office:

Synergia IT Park, Plot No. R-270,

T.T.C. Industrial Estate, Near Rabale

Police Station, Rabale, Navi Mumbai -400701

Date: 06 August, 2018

Mar 31, 2016

To the Members of Aurionpro Solutions Limited,

The Directors are pleased to present Nineteenth Annual Report of the Company, together with its Audited financial statements for the year ended 31 March 2016:

(Rs. in Lakhs)

	31 March 2016	31 March 2015
Revenue
Revenue from operations	16,017.75	26,108.13
(Net of excise duty of Rs. 42.84 (31 March 2015: Rs. 124.09))
Other income	1,572.45	1,319.11
Total revenue	17,590.20	27,427.24
Expenses
Operating expenses	3,223.13	13,994.49
Change in inventories of raw material, finished goods and stock-in-trade	(87.46)	774.53
Employee benefits expense	7,399.63	6,399.18
Finance costs	925.35	1,051.56
Depreciation and amortization	929.15	905.90
Other expenses	3,231.61	2,910.38
Total expenses	15,621.41	26,036.04
Profit before taxation	1,968.79	1,391.20
Income tax expense:
(a) Current tax	450.23	341.92
(b) MAT credit utilized/entitlement	203.20	290.16
(c) Tax adjustment of earlier years	248.24	18.25
(d) Deferred tax credit	(161.48)	(236.20)
	740.19	414.13
Profit for the year	1,228.60	977.07

2. DIVIDEND

The Board of Directors ("the Board") has recommended dividend at the rate of Rs. 3/- per equity share (30%) for the financial year ended 31 March 2016. The total payout towards dividend and tax thereon will be Rs. 792.57. The Members may approve the proposed dividend.

3. STATE OF COMPANY''S AFFAIRS

The management has re-organized the company around its strategy of simplifying and sharpening its focus on three core businesses -Enterprise Security, Digital Innovation and Banking industry solutions. The businesses are so structured to give proper autonomy and empowerment to leaders leading the three core businesses. The year saw considerable strengthening of the management team with leadership hires in sales and marketing functions. The Organization has redefined its market positioning in keeping with high impact businesses namely - Digital Innovation, Enterprise Security and Business Optimization and corresponding changes in sales and delivery organization has been rolled out globally.

Aurionpro has also significantly invested in strengthening the company''s infrastructure in markets as well as for its delivery capabilities. The entire sales operations operate out of Salesforce.com system today, allowing for real-time view into sales pipeline, billing and revenue accrual with predictive business analytics. Company now uses Netsuite for consolidating all of its accounting across business units and has invested in Pardot as its Marketing Automation Tool. Delivery teams have been strengthened in India and a new development center has been established in Leeds in the UK. Adding to its numerous technical and operational certifications, the company also attained PCMM Level 5 certifications for its India and Security practices. The certifications strengthen Aurionrpo''s credentials, and enable it to provide the highest levels of security and predictability through mature delivery processes.

4. FINANCIAL RESOURCES/FUND RAISING

(a) ESOP

The Company has Employee Stock Option Scheme 2010 ("the Scheme"), which has been approved by the Members at the Annual General Meeting held on 30 September 2009. The details of the options, granted, vested, exercised, lapsed and outstanding, as on the date of this Report, are as under.

Particulars	Number of Options
Options available under the Scheme	10,00,000
Options granted & vested	(5,00,000)
Options exercised	(2,50,000)
Options lapsed & forfeited	2,50,000
Options outstanding under the Scheme	5,00,000

During the year, the Company has not granted any fresh options under the Scheme.

(b) Issue of Preferential Shares:

During the year, the Company raised capital through the issuance of equity shares / convertible share warrants pursuant to the approval of the Members obtained at the previous Annual General Meeting dated 22 September 2015, and in terms of the provisions of the Act and the SEBI (Issue of Capital and Disclosure Requirements) 2009 as amended from time to time ("SEBI Regulations"). The details of the equity shares / share warrants issued during the year are as under:

i) Equity Shares:

The details of equity shares allotted are as under:

Date of Allotment	Name of the Allottee & category	Number of equity shares allotted (face value Rs. 10/- each)	Issue Price
15^th October, 2015	Ajay Sarupria - Non Promoter	2,00,000	220/-
15^th October, 2015	SAM Financial Services Pvt. Ltd - Non Promoter	4,00,000	220/-
15^th October, 2015	Lakshmi Family Private Trust â NonPromoter	2,00,000	220/-
27^th October, 2015	Paresh Zaveri - Promoter	5,00,000	220/-
27^th October, 2015	Amit Sheth - Promoter	2,00,000	220/-
27^th October, 2015	Indusvaley Holdings Pte Ltd - Non Promoter	5,95,983	220/-

The equity shares so allotted and subject to lock-in and have been priced as stipulated under the SEBI Regulations.

ii) Convertible Share Warrants:

Date of Issuance	Name of the Allottee & category	Number of Warrants Issued	Issue / conversion Price
15^th October, 2015	Ajay Sarupria - Non Promoter	5,40,000	220/-
15^th October, 2015	Lakshmi Family Private Trust - Non Promoter	2,00,000	220/-
27^th October, 2015	Paresh Zaveri - Promoter	3,00,000	220/-
27^th October, 2015	Amit Sheth - Promoter	2,00,000	220/-

The convertible share warrants so issued have been priced in conformity with the formula stipulated in the SEBI Regulations and the said warrants can be converted into equity shares (face value of Rs. 10/- each) within a period of 18 months from the issue date.

5. MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statement relates and the date of this report.

6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The details of Subsidiaries/Joint Ventures/Associate Companies and changes thereto, if any, have been provided in MGT -9, which forms part of Directors Report.

7. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in the prescribed form MGT 9 is annexed herewith as "Annexure 1".

8. CORPORATE GOVERNANCE

The Report on corporate governance as per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. Further, the requisite Certificate from M/s. Milind Nirkhe & Associates, Practicing Company Secretaries, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

9. MANAGEMENT''S DISCUSSION AND ANALYSIS (MDA)

Management''s Discussion and Analysis for the year under review, as required under Regulation 34 (2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been covered in a separate section forming part of the Annual Report.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to the noble spirit of giving back to the society and has been contributing to the various charitable initiatives aimed at improving the social good. After coming into effect of the Section 135 of the Companies Act, 2013, (the "Act") and rules made thereunder, the Company has formalized a structure for undertaking such CSR activities in more organized manner by formulating a CSR Policy and Committee of the Board ("the CSR Committee") for this purpose. The CSR Policy of the Company sets out the broad social objectives towards the accomplishment of which the Company would undertake initiatives. The Board has constituted a CSR Committee, as per Companies (Corporate Social Responsibility Policy) Rules, 2014, which performs the functions as contemplated under the CSR Policy.

CSR Committee comprises of following:

Ms. Carol Realini - Chairperson

Dr. Mahendra Mehta - Member

Mr. Amit Sheth - Member

Mr. Samir Shah - Member

Further, the disclosures as required under Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 have been enclosed to this Report in "Annexure 2".

11. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

12. DIRECTORS'' RESPONSIBILITY STATEMENT

Directors confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 31 March 2016 and of the profit and loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv.) The Directors have prepared the annual accounts on a going concern basis; and

v) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi.) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)

(a) Board of Directors:

Pursuant to the provision of Section 152(6) of the Companies Act, 2013, and article 127 of the Articles of Association of the Company, Mr. Amit Sheth, Co-Chairman & Managing Director, retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

None of the Independent Directors have had any pecuniary relationship or transactions with the Company during Financial Year 2015-16, except to the extent of their directorship. None of the Directors or KMP of the Company is related inter-se. All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(b) Appointment/Resignation of KMP:

Mr. Mehul Raval resigned as the Company Secretary and Compliance Officer w.e.f 20 November 2015. Subsequently, Mr. Ninad Kelkar has been appointed as the Company Secretary and Compliance Officer with effect from 12 January 2016.

14. PERFORMANCE EVALUATION

The Company''s policy relating to appointment and remuneration of Directors, KMPs and other employees including criteria for determining qualifications, positive attributes and independence of Directors are covered under the Corporate Governance Report which forms part of this Annual Report. It''s a practice of Board of Directors to annually evaluate its own performance and that of its committees and individual Directors.

15. MEETINGS

During the year 2015 - 16, the Board met five times on 28 May 2015, 11 August 2015, 17* August 2015, 05 November 2015, and 12 February 2016. The gap between two meetings did not exceed 120 days.

16. COMMITTEES

As on date of this report, the Board has four committees-

i) Audit Committee

ii) Nomination and Remuneration/Compensation Committee

iii) Stakeholder Relationship/Investor Grievance and Share Transfer Committee.

iv) Corporate Social Responsibility Committee.

The detailed information in relation to these committees, including composition and the terms of reference and other details are provided in Corporate Governance Report.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established the necessary vigil mechanism and put in place a Whistle Blower mechanism in order to enable the employees and Directors to report their concerns about the management, operations and other affairs of the Company. In terms of the Whistle Blower Policy, the whistle blowers are provided an access to the Audit Committee to lodge their concerns. This policy is available on the website of the company at http://www.aurionpro.com/investors/.

18. RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk Management Policy to identify, assess and mitigate various risks associated with the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, are given under the notes to the standalone financial statements forming part of this annual report.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. During the financial year, the Company has not entered into any contract/arrangement, transactions with related parties which could be considered material in accordance with the policy of the Company as to related party transactions. The details of all related party transactions are placed before the Audit Committee for approval. The policy as to Related Party Transactions, as approved by the Board, is available on the Company''s website at http://www.aurionpro.com/investors/.

The details of transactions entered into with the related parties are disclosed in the notes to the stand alone financial statements forming part of this Annual Report.

21. PUBLIC DEPOSITS

During the year, the Company has not invited or accepted any public deposits.

22. AUDITORS AND AUDIT REPORT

M/s BSR & Co., LLP, Chartered Accountants (LLP Regn No. AAB-8181), has been appointed as Statutory Auditors at the 17^th Annual General Meeting ("the AGM") held on 30 September 2014, to hold office for a period of five years till conclusion of the 22^nd Annual General Meeting of the Company. As per the provision of Section 139 of the Act, the said appointment is subject to ratification by the members at every AGM. Accordingly, an item for the ratification of appointment of M/s BSR & Co., LLP, and Chartered Accountants has been taken up in the notice of the forth coming AGM for the approval of members. Necessary confirmation regarding eligibility and willingness to accept office has been received from the Statutory Auditors.

The Statutory Auditor of the Company has stated in their report that, during the course of Audit no fraud on or by the Company has been noticed or reported.

23. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act,

2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit was carried out by M/s. Milind Nirkhe & Associates, Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as "Annexure 3".

The Following Qualifications have been observed by the secretarial Auditor during the Audit Period.

(a) The Company is not having designated Chief Financial Officer; and

(b) The composition of the Board of Directors is not in conformity with Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 Directors Reply on the qualifications in Secretarial Audit Report is as follows:

The Company is in search of a suitable candidate who can be appointed as a Chief Financial Officer and an Independent Director and we are hopeful of restoring the composition of Board as per the requirement of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

24. PARTICULARS OF EMPLOYEES

In terms of the provision of Section 197(12) of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in a separate annexure forming part of this Report. Having regard to the provision of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. In terms of Section 136, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

Disclosures pertaining to the remuneration and other details as required under section 197(12) of the Act read with Rule 5(1) of the of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided in the Annual Report as "Annexure 4".

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

? Conservation of Energy:

? Technology Absorption:

The Company continues to latest technologies and innovations for improving the productivity and quality of its products and service offerings. The Company is also partnering with major technology providers in global markets.

? Foreign Exchange Earnings and Outgo:

The details of foreign exchange earned and spent by the Company during the year are given below:

Earnings in foreign currency (Rs. In lakhs)

Particulars	31 March 2016	31 March 2015
Information technologies
and consultancy services	6,041.50	7,691.25
Interest income on working
capital loan	298.69	309.10
Total	6,340.19	8,000.35

a. Expenditure in foreign currency (on accrual basis)

(Rs. In lakhs)

Particulars	31 March 2016	31 March 2015
Software consultancy and
development and other
expenses	586.44	753.06
Foreign Travel	144.45	332.51
Total	730.89	1,085.57

b. Value of Import on C.I.F. basis

Particulars	31 March 2016	31 March 2015
Software consultancy and
development and other
expenses	929.61	425.29
Total	929.61	425.29

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2015-16, the Company has not received any sexual harassment complaints.

27. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of Directors

Amit Sheth Co-Chairman & Managing Director

Mahendra Mehta Director

Mumbai, Registered Office:

35th Floor, Sunshine Tower, Tulsi Pipe Road, adar (W), Mumbai - 400 013.

Mar 31, 2015

To the Members of Aurionpro Solutions Limited,

The Directors take pleasure in presenting 18th Annual Report of the Company together with its Audited financial statements for the year ended 31st March, 2015:

1. Financial Results

Consolidated Financials of the Company

31 March 2015 31 March 2014

Income

Revenue from operations 73,713.95 64,873.77

(Net of excise duty of Rs. 124.09 (31 March 2014 : Rs. Nil))

Other income 1,730.78 2,547.04

Total revenue 75,444.73 67,420.81

Operating expenses 26,065.74 23,152.55

Change of Inventories of raw material, finished 746.06 23.58 goods and stock-in-trade

Employee benefits expense 26,977.79 26,012.71

Finance costs 2,241.73 1,738.40

Depreciation and 3,769.78 3,618.31 amortisation

Other expenses 7,454.17 7,961.46

Total expenses 67,255.27 62,507.01

Profit before tax, minority interest and exceptional 8,189.46 4,913.80 item

Less: Exceptional item 22,293.47 -

Profit before taxand (14,104.01) 4,913.80 minority interest

Income tax expense:

(a) Current tax 348.49 798.38

(b) MAT credit utilised/ 290.16 (762.20) entitlement

(c) Tax adjustment of earlier (2.82) (7.92) years

(d) Deferred tax credit (353.17) (1,153.49)

282.66 (1,125.23)

Profit after tax but before (14,386.67) 6,039.03 minority interest

Less: Minority interest (10.86) 35.57

Profit after tax and (14,375.81) 6,003.46 minority interest

Total income increased to Rs. 75,444.73 Lakhs from Rs. 67,420.81 lakhs in the previous year, at a growth rate of 11.90%.

Financials of the Company on a standalone basis

31 March 2015 31 March 2014

Income

Revenue from operations (Net of excise duty of Rs. 124.09 (31 March 2014: 26,130.68 21,808.85 Rs. Nil))

Other income 1,296.56 3,803.11

Total revenue 27,427.24 25,611.96

Expenses

Operating expenses 13,994.49 12,894.40

Change in inventories of raw material, finished 774.53 23.58 goods and stock-in-trade

Employee benefits expense 6,387.27 5,707.01

Finance costs 1,051.56 1,223.94

Depreciation and 905.90 761.43 amortisation

Other expenses 2,922.29 2,922.43

Total expenses 26,036.04 23,532.79

Profit before taxation 1,391.20 2,079.17

Income tax expense:

(a) Current tax 341.92 416.55

(b) MAT credit utilised/ 290.16 (762.20) entitlement

(c) Tax adjustment of earlier 18.25 20.96 years

(d) Deferred tax credit (236.20) (289.76)

414.13 (614.45)

Profit for the year 977.07 2,693.62

2. Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 3/- per share, (30%) for the year ended 31 March 2015. The amount of dividend and the tax there on aggregates to Rs. 720.29 Lakhs.

3. State of Company's Affairs

The company has made significant advancements in organization transformation that has been underway over the past eighteen months. All the critical functions including business, technology, delivery and operational have undergone transformative changes in alignment with the accelerated trajectory of revenue growth for the upcoming fiscal. The year saw considerable strengthening of the management team with leadership hires in sales, marketing and human resources functions. Organization has redefined it's market positioning in keeping with high impact growth areas namely - Digital Innovation, Enterprise Security and Business Optimization and corresponding changes in sales and delivery organization has been rolled out globally. Additional investments have made to strengthen the business planning and assurance with inception of "Office of the CEO" with key objective of large scale deals and non linear growth of strategic account relationships.

Aurionpro has also significantly invested in strengthening the company's infrastructure in the markets as well as for its delivery capabilities. The company has established two additional sales offices- one each in the USA and UK. The entire sales operations operates out of Salesforce.com system today and allows for real-time view into sales pipeline, billing and revenue accrual with predictive business analytics. Delivery teams have been strengthened in India and a new development center has been established in Leeds in the UK. Additionally, the India based delivery teams have been ramped from 600 to 750 through the fiscal. Adding to it's to numerous technical and operational certifications, the company also attained PCMM Level 5 certifications for its India and Security practices. The certifications strengthen Aurionrpo's credentials to be able to provide the highest levels of security and predictability through its mature delivery processes.

4. Financial Resources

ESOS

In accordance with the ESOS - 2010 of the Company the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS - 2010, 20% can be exercised by the end of first year from the date of grant of options i.e. after April 5, 2012, 30% can be exercised at the end of second year from the date of grant of the options i.e. after April 5, 2013, and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after April 5, 2014,.

During the year 2,50,000 options were exercised by employees under "The ASL ESOS-2010" plan.

Summary as on 31st March, 2015 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

5. Extract Of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 1."

6. Corporate Governance

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

During the year, your company has adopted new policies and amended existing policies such as policy on related party transactions, policy on material subsidiary, CSR Policy and whistle blower policy in line with new governance requirements. These policies along with familiarization program for Independent Directors are available on the website of the company at http://www.aurionpro.com/investors/.

7 Corporate Social Responsibility

Pursuant to section 135 of the Companies Act, 2013 company has formed Corporate Social Responsibility Committee to contribute tc sustainable economic development to produce an overall positive impact on society.

The Committee shall perform the functions enumerated as per Companies (Corporate Social Responsibility Policy) Rules, 2014 or as may be amended from time to time.

CSR Committee comprises of following members:

Ms. Carol Realini - Chairperson

Dr. Mahendra Mehta - Member

Mr. Amit Sheth - Member

Mr. Samir Shah - Member

Further the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as "Annexure 2."

8. Management's Discussion And Analysis Report (MDA)

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

9. Internal Control System & their Adequacy

The Company has an Internal Control System which commensurate with the size, scale and nature of its operations. The Internal Audit Team monitors and evaluates the efficacy and adequacy of Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

10. Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) of the Act, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable

accounting standards have been followed along with proper explanation relating to material departures, if any;

11. the directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 31st March, 2015 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis; and

v. the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Directors

Inductions:

Mr. Frank Osusky, Mr. Sambhashiva Hariharan and Ms. Carol Realini were appointed as Additional Independent Directors of the Company w.e.f 06th October, 2014.

Reappointment/Change in designations:

With effect from 06th October, 2014, Mr. Sanjay Desai, stepped down as executive director of the Company and continues to be Non Independent and Non - Executive Director.

Further on 10th February, 2015, Mr. Sambhashiva Hariharan, who was appointed as an Additional Independent Director of the Company was re-designated as Vice Chairman of the Company and Mr. Amit Sheth has been re-designated as Co-Chairman & Managing Director.

Further in the Board meeting held on 27th March, 2015, Mr. Amit Sheth has been reappointed as Co-Chairman & Managing Director of the Company for a period of 5 years w.e.f 01st April, 2015.

Resignations:

Mr. Prem Rajani, Independent Director, has resigned from the directorship of the company w.e.f 19th May, 2014 and w.e.f 06th October, 2014, Mr. Sandeep Daga and Dr. Nikunj Kapadia has also resigned as Directors of the Company.

Pursuant to the provision of Section 152(6) of the Companies Act, 2013 Mr. Samir Shah Director, retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/ Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members.

12. Declaration by an Independent Director

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

14. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. Meetings

Seven Board Meetings were held during the Financial Year 2014-15 on 30th May, 2014, 13th August, 2014, 09th September, 2014, 06th October, 2014, 11th November, 2014, 10th February, 2015 and 27th March, 2015 and the gap between two meetings did not exceed four months.

16. Audit Committee

Pursuant to section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement, Company's Audit Committee comprises of following members:

Dr. Mahendra Mehta - Independent Director & Chairman

Mr. Frank Osusky - Independent Director

Mr. Amit Sheth - Co- Chairman & Managing Director

The terms of reference and other details are provided in Corporate Governance Report.

17 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism (Whistle Blower) Policy to deal with instance of fraud and mismanagement, if any. The details of the policy is posted on the website of the Company.

18. Risk Management Policy

The Company has evolved a comprehensive risk management policy to identify, assess and manage risks in the areas such as Company assets and property, Employees, Foreign Currency Risks, etc

19. Particulars of Loans, Guarantees or Investments Under Section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as below:

20. Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

21. Public Deposits

The Company has not accepted public deposits.

22. Auditors

The Auditors, M/s BSR & Co., LLP, Chartered Accountants (LLP Regn No. AAB-8181), have confirmed their eligibility and willingness to accept office, subject to ratification of their appointment by members as ensuing Annual General Meeting.

23. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit was carried out by M/s. Milind Nirkhe & Associates, Company Secretary in Practice. The Report of the Secretarial Audit is annexed herewith as "Annexure 3".

24. Particulars of Employees

Information as prescribed by Section 197 read with Rule, 5 of The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, will be provided upon request.

25. Conservation Of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

In terms of section 134(3)(m) of the Companies Act, 2013, read with rule 8 of the Chapter IX The Companies (Accounts) Rules, 2014, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels.

- Technology Absorption:

Your Company has not imported any technology during the year under review.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, 2014-15, the company has not received any sexual harassment complaints.

27 Acknowledgements

The Directors would like to place on record their sincere appreciation for the continued co-operation, support and assistance provided by the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of Directors

Amit Sheth

Co-Chairman & Managing Director DIN :00122623

Mahendra Mehta

Director

DIN : 00376396

Mumbai, 28th May, 2015 Registered Office:

35th Floor,

Sunshine Tower, Tulsi Pipe Road,

Dadar (W), Mumbai - 400 013.

Mar 31, 2014

To the Members,

The Directors present their 17th Annual Report of the Company together with its Audited profit and Loss Account for the year ended 31st March, 2014 and the Balance Sheet as on that date:

1. FINANCIAL RESULTS

Consolidated Financials of the Company:

Particulars Rs in Lakhs) 31 March 31 March 2014 2013

Revenue from operations 64,873.77 56,831.55

Other income 2,547.04 1,305.48

Total revenue 67,420.81 58,137.03 Expenses:

Operating expenses 23,152.55 17,786.64

Change in inventories of stock-in-trade 23.58 (269.84)

Employee benefits expenses 25,866.89 24,965.27

Finance costs 1,545.25 1,573.14

Depreciation and amortization 3,618.31 3,226.30

Other expenses 8,300.43 6,642.38

Total expenses 62,507.01 53,923.89

profit before tax and minority interest 4,913.80 4,213.14

Income tax expense:

Current tax 798.38 300.44

MAT 762.2) -

Tax adjustment of earlier years (7.92) -

Deferred tax (1,153.49) (672.38)

(1,125.23) (371.94)

profit after tax and minority interest 6,039.03 4,585.08

Less: Minority Interest 35.57 2.36

profit after tax and minority interest 6,003.46 4,582.72

Financials of the Company on a standalone basis:

Particulars (Rs in Lakhs) 31 March 31 March 2014 2013 Revenue from operations 21,808.85 19,433.49

Other income 3,803.11 1,187.20

Total revenue 25,611.96 20,620.69

Expenses:

Operating expenses 12,894.40 9,862.26

Changes in inventories of work-in-progress 23.58 (269.84)

Employee benefits expense 5,707.01 5,292.81

Finance costs 1,129.47 1,167.32

Depreciation and amortisation expense 761.44 1,234.08

Other Expenses 3,016.89 1,952.79 Total expenses 23,532.79 19,239.42

profit before tax 2,079.17 1,381.27

Income tax expense:

Current tax 416.55 280.00

MAT (762.2) -

Tax adjustment of earlier years 20.96 -

Deferred tax (289.76) (89.81)

(614.45) 190.19

profit for the year 2,693.62 1,191.08

2. DIVIDEND

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs..2.00/- per share, (20%) for the year ended 31 March 2014. The amount of dividend and the tax there on aggregates to Rs. 435.16 Lakhs.

3. TRANSFER TO RESERVES

We propose to transfer Rs. 202.02 Lakhs to the general reserve. An amount of Rs. 2,056.44 Lakhs is proposed to be retained in the profit and Loss Account.

4. OPERATIONS:

The company made significant strides operationally this past fiscal year. The streamlining activities initiated in previous quarters have resulted in process efficiencies across all functions and the structure of the company has been reorganized into a regional model to maximize our sales team''s ability to position the full suite of Aurionpro''s software and services offerings globally. The Western region is comprised of North America, Europe, and Australia, and the Eastern region includes India, Asia Pacifc, the Middle East, and Africa. significant investments in Salesforce.com, which manages Aurionpro''s global sales and delivery

operations, will improve internal collaboration and will support Aurionpro''s goals of growth and increased risk monitoring.

Aurionpro has also recently invested significantly in both strengthening the company''s infrastructure and ensuring the high quality of our delivery processes. Several new offices have been established in India, Singapore, and the U.S. in order to accommodate an expanding base of employees in world-class facilities. We have also achieved numerous technical and operational certifications that ensure the quality of our internal controls. The company attained ISO 20000-1 and ISO 27001 certifications, the Capability Maturity Model Integration (CMMI) Level 3 certification, and the SOC2 certification. These achievements ensure that Aurionpro adheres to a comprehensive set of criteria that guarantee the security, availability, and effective delivery that form the foundation for successful implementations.

5. FINANCIAL RESOURCES a) ESOS

In accordance with the ESOS Â 2010 of the Company the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible

employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS Â 2010, 20% can be exercised by the end of frst year from the date of grant of options i.e. after April 5, 2012, 30% can be exercised at the end of second year from the date of grant of the options i.e. after April 5, 2013, and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after April 5, 2014,.

During the year no options were exercised by employees under "The ASL ESOSÂ2010" plan.

Summary as on 31st March, 2014 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

Sr. Details

No Description "The ASL ESOSÂ2010"

1 Total number of options granted under the Scheme 5,00,000 options

2 Options Granted During the year Nil

3 The Pricing Formula "Exercise Price" (the price to acquire one equity share of

the Company upon exercise of option) shall mean the market price; i.e. the latest available closing price prior to the date of the grant as quoted on The National Stock Exchange of India Limited or as determined by the compensation committee and payable by the Grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price shall not be less than Rs. 90/- per option.

4 Options vested 1,50,000

5 Options Exercised Nil

6 Total No. of shares arising as a result of exercise of options Nil

7 Options lapsed 1,00,000

8 Variations of terms of options No variations made

9 Money realised by exercise of options N.A.

10 Total no. of options in force 4,00,000

11 Employee wise details of options granted to:

i) Senior managerial personnel: Nil

ii) Any other employee who receives a grant in any one year Nil of option amounting to 5% or of option granted during that year:

iii) identified employees who were granted option, during Nil any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) at the time of grant:

12 Diluted earning per share (EPS) pursuant to issue of Rs. 15.29 shares on exercise of option calculated in accordance with Accounting Standard (AS) 20.

13 options whose exercise price either equals or exceeds or is less than the market price of the stock, Weighted average exercise prices Rs. 200.00 fair value of options Rs. 25.34

14 A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information:

i) Risk free interest rate 8%

ii) Expected life 1 year

iii) Expected volatility 47.80%

iv) Expected dividend yield 1.82%

v) The price of the underlying share in market at the time of Rs. 189.90/- option grant.

Note: In respect of options granted above, the accounting value of option is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is a no charge of compensation to profit & loss Account in respect of ESOS scheme 2010.

b) Preferential Issue

The members of the Company at the Extra Ordinary General Meeting held on July 10, 2012 and the Board of Directors vide Board resolutions dated August 23, 2012 and August 27, 2012 had approved allotment of 38,00,000 convertible warrants into equity shares of face value of Rs..10/- each at a price of Rs..180/- for a cash at a premium of Rs. 170/- per equity share.

Out of above said 38,00,000 convertible warrants 8,75,000 warrants were converted into equity shares by Board of Directors through circular resolutions dated 21st March, 2013, 22nd March, 2013, 26th March, 2013 and 30th March, 2013. Further 4,00,000 and 1,30,000 warrants were converted into equity shares on 18th July, 2013 and 25th February, 2014, respectively.

The members of the Company at the Extra Ordinary General Meeting held on April, 17, 2013 had approved allotment up to 3,00,000 equity shares of face value of Rs..10/- each at a price of Rs..180/- for a cash at a premium of Rs. 170/- per equity share to "Nirav Shah (Trustee on behalf of Aurionpro Employee''s Trust)" out of which 2,57,771 equity shares were allotted by Board of Directors through circular resolution dated May, 17, 2013.

During the year, Company received approval from Ministry of Finance, Department of Economic Affairs dated 09th September, 2013, in respect of 2,19,709 equity shares to be allotted for consideration other than cash for acquisition of two companies by Aurionpro Inc., USA (Wholly Owned Subsidiary). Out of 2,19,709 equity shares, Company has allotted 1,00,000 equity shares vide Board Resolution dated 23rd September, 2013.

Pursuant to High Court Order dated 18 April 2013 on amalgamation of Seeinfobiz Private Limited with Aurionpro Solutions Limited and vide Board Resolution dated 27 August 2013, the Company allotted 400,000 equity shares of Rs. 10 each to the equity shareholders of merged company, Seeinfobiz Private Limited.

6. SUBSIDIARY COMPANIES

In view of the Circular No.2/2011 dated February 8, 2011 issued by the Government of India, Ministry of Corporate Affairs, New Delhi, the accounts of subsidiary companies are not attached to the audited accounts of the Company. The Board of Directors of the Company at its meeting held on, May 30th ,2014 has given its consent for not attaching the Balance Sheets of the subsidiaries. We, hereby, undertake that the Annual Accounts of subsidiary companies and related detailed information shall be made available to the shareholders at any point of time. Copies of the annual accounts of subsidiary companies shall also be available for inspection by any shareholder at the registered office of the Company.

However, as directed by the Central Government, the financial data of the subsidiaries has been furnished under ''Details of Subsidiary Companies'' forming part of the Annual Report.

A Statement containing particulars pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956, in respect of the above subsidiaries forms part of this Annual Report.

Further the Company has diluted its entire shareholding held in its Wholly Owned Subsidiaries viz. E2E Infotech Ltd. U.K. and Aurionpro Solutions (Hong Kong) Limited, Hong Kong.

Also during the year Aurionpro Solutions Inc., (WOS) has incorporated one subsidiary namely Aurionpro Holding Pte. Ltd., Singapore.

Further 100% stake of Aurionpro Solutions Limited in Integro Technologies Pte. Ltd., Singapore and Aurionpro Solutions Pty Ltd., Australia has been sold to Aurionpro Holding Pte. Ltd.

In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

7. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certifcate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

8. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to section 135 of the Companies Act, 2013 company has formed Corporate Social Responsibility Committee to contribute to sustainable economic development to produce an overall positive impact on society.

The Committee shall perform the functions enumerated as per Companies (Corporate Social Responsibility Policy) Rules, 2014 or as may be amended from time to time.

CSR Committee comprises of following members:

Mr. Sandeep Daga Â Independent Director as Chairman of the Committee

Mr. Paresh Zaveri Â Chairman of the Company as Member

Mr. Amit Sheth Â Vice- Chairman & Managing Director of the Company as Member

9. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT (MDA)

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that year;

iii. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts on a ''going concern'' basis.

11. DIRECTORS Inductions:

Mr. Samir Shah was appointed as Additional Director of the company w.e.f. 12th August, 2013 and the members of the Company confirmed his appointment at the AGM held on 20th Sept. 2013.

Change in designations:

Mr. Paresh Zaveri was elected as Chairman of the Company w.e.f. 12th August, 2013.

On 04th March, 2014, Mr. Samir Shah was elected as Global CEO & Director of the Company and Mr. Amit Sheth was re-designated as Vice Chairman & Managing Director of the Company.

Resignations:

Mr. Vishwanath Prabhu stepped down from the Chairmanship of the Company and also resigned as director with effect from 12th August, 2013.

Mr. Prem Rajani, Independent Director, has step down from the directorship of the company w.e.f 19th May, 2014.

In terms of Article 151 of the Articles of Association of the Company, Mr. Sanjay Desai, Director, retire by rotation and being eligible, for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors, nature of their expertise in Specific functional areas and names of Companies in which they are directors and members / Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members.

12. FIXED DEPOSITS

The Company has not accepted fixed deposits.

13. AUDITORS

The Auditors, B S R & Co., LLP, Chartered Accountants, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if reappointed.

14. PARTICULARS OF EMPLOYEES

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2011 is given as an annexure to this Report. However, pursuant to the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the aforesaid annexure. Members interested in the said information may write to the Company Secretary at the registered office of the Company.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

Conservation of Energy:

Although the operations of the Company are not energy intensive operations, it continues to adopt energy

Conservation measures at all operational levels. The requirement of disclosure of particulars in the prescribed format with respect to conservation of energy as prescribed in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided.

Research & Development (R&D):

The Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Technology Absorption:

Your Company has not imported any technology during the year under review.

16. ACKNOWLEDGEMENTS

The Directors would like to place on record their sincere appreciation for the continued cooperation, support and assistance provided by the financial institutions, banks, customers, vendors, members and other government departments and authorities.

For and on behalf of the Board of Directors

Amit Sheth Vice Chairman & Managing Director

Mahendra Mehta Director

Mumbai, 30 May 2014

Registered office:

35th Floor, Sunshine Tower, Tulsi Pipe Road, Dadar (West), Mumbai Â 400 013.

Mar 31, 2012

The Directors present their 15th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended March 31, 2012 and the Balance Sheet as on that date:

1. Financial Results

Consolidated Financials of the Company and its subsidiaries:

(Rs. in crore) As at March 31, As at March 31, 2012 2011

I. Revenue from operations 482.65 423.73

II. Other income 11.74 6.59 TOTAL REVENUE 494.40 430.33

III. Expenses:

(a) Employee benefits expense 208.19 164.51

(b) Operation and other expenses 194.81 172.12 (c ) Changes in inventories of work-in-progress (0.14) (2.12)

(d) Finance costs 13.05 9.99

(e ) Depreciation and amortisation expense 32.84 26.55

TOTAL EXPENSES 448.75 371.05

IV PROFIT BEFORE TAX 45.65 59.27

V Tax expense:

(a) Current tax 4.17 8.40

(b) Deferred tax (2.05) 1.03

(c) Tax adjustment of earlier years 0.00 (0.12)

2.11 9.31

VI PROFIT FOR THE YEAR BEFORE MINORITY INTEREST 43.53 49.96

VII Minority Interest 0.08 0.11

VIII PROFIT FOR THE YEAR 43.45 50.07

IX Less :- Prior year adjustment 0.00 1.61

PROFIT AVAILABLE FOR DISTRIBUTION & APPROPRIATION 43.45 48.46

Total Income increased to Rs.494.40crore from Rs. 430.33 crore in the previous year, at a growth rate of 14.89%.

Financials of the Company on a standalone basis: (Rs. in crore)

Particulars As at As at March 31,2012 March 31,2011

I. Revenue from operations 152.16 117.20

II. Other income 7.97 (0.04) TOTAL REVENUE 160.13 117.16

III. Expenses:

(a) Employee benefits expense 33.43 22.75

(b) Operation and other expenses 89.51 60.17 (c ) Changes in inventories of work-in-progress (0.14) (2.12)

(d) Finance costs 9.34 8.35 (e ) Depreciation and amortisation expense 12.99 8.42 TOTAL EXPENSES 145.14 97.57

IV PROFIT BEFORE TAX 14.99 19.59

V Tax expense:

(a) Current tax 2.98 4.18

(b) Deferred tax (0.16) 0.93

(c) Tax adjustment of earlier years - (0.12)

2.82 4.99

VI PROFIT FOR THE YEAR 12.17 14.60

2. Dividend

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Re. 1/- per share, (10%) for the year ended March 31, 2012. The amount of dividend and the tax thereon aggregates to Rs. 1.85 crore.

3. Transfer to Reserves

We propose to transfer Rs. 0.30 crore to the general reserve. An amount of Rs. 10.01 crore is proposed to be retained in the Profit and Loss Account.

4. Operations

The Company continued to invest significantly during the year in order to maximize the relationships with our strategic partners. Those efforts were duly rewarded as various aurionPro Practices were honored with several significant Partner awards. The Company's Banking Products team was selected by IBM out of hundreds of partner nominations as a winner of a 2012 Beacon Award for recent successes co-positioning aurionPro's Payment Hub software suite on top of IBM's hardware and software offerings. Our Information Security Practice was thrilled to win Oracle's top Partner honor, the Oracle

Titan Award, for the second time in three years, for their Oracle Entitlement Server implementation with a major financial services company.

The Company has continued its investment to ensure consistent and successful delivery of services to its customers, for which the Company have achieved 2 certifications during the past year. The Pune delivery center, one of the company's most strategic and substantial offshore development facilities, has achieved both SAS70 Type I certification as well as SSAE16 compliance, the highest level of international validation for an Information Security program. Independent auditors carried out the assessments and provided both certifications.

5. Financial Resources

a) ESOS

In accordance with the ESOS - 2008 and ESOS - 2010 of the Company the employee have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period is one year from the date of grant. Against each option for ESOS - 2008 and ESOS - 2010, 20% can be exercised by the end of first year from the date of grant of options i.e. after May 31, 2010 and April 5, 2012, respectively, 30% can be exercised at the end of second year from the date of grant of the options i.e. after May 31, 2011 and April 5, 2013, respectively and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after May 31, 2012 and April 5, 2014, respectively.

During the year, 6849 shares of Rs.10/- each out of 2,00,000 vested options from ESOS - 2008, at a premium of Rs.131.75/- per share, were exercised by the employees.

Summary as on March 31, 2012 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

Details Details Sr. No Description "The ASL EOS-2008" "The ASL ESOS-2010"

1 Total number of options granted 10,00,000 options 5,00,000 options under the Scheme

2 Options Granted During the year Nil 5,00,000

3 The Pricing Formula "Exercise Price" (the price to acquire "Exercise Price" (the price to acquire one equity share of the Company one equity share of the Company upon exercise of option) shall mean upon exercise of option) shall mean the market price; i.e. the latest avail- the market price; i.e. the latest avail- able closing price prior to the date of able closing price p rior to the date of the grant as quoted on The National the grant as quoted on The National Stock Exchange of India Limited or Stock Exchange of India Limited or as determined by the compensation as determined by the compensation committee and payable by the Grant- committee and payable by the Grant- ee for exercising the option granted ee for exercising the option granted to him in pursuance of ESOS, but in to him in pursuance of ESOS, but in any case the exercise price shall not any case the exercise price shall not be less than Rs. 90/- per option. be less than Rs. 90/- per option.

4 Options vested 3,00,000 Nil

5 Options Exercised 6849 Nil

6 Total No. of shares arising as a result 6849 Nil of exercise of options

7 Options lapsed 1,45,951 Nil

8 Variations of terms of options No variations made No variations made

9 Money realised by exercise of options 970845.75 N.A.

10 Total no. of options in force 8,00,000 5,00,000

11 Employee wise details of options granted to:

i)Senior managerial personnel : Mrs. Kashmira Bhayani - Practice Nil Head, Cash Management (30000 options)

Mr. Nitin Patel - Delivery Head(17000 options)

Mr. Sanjay Parchani - VP- Operations (15000 options)

Mr. Umesh Ikhe - Practice Head, Treasury Market (30000 options)

Mrs. Deepa Nair - AVP - HR (10000 options)

Mr. Mehul Raval - Company Secre- tary (2000 options)

ii)Any other employee who receives Nil Nil a grant in any one year of option amounting to 5% or of option granted during that year:

iii)Identified employees who were Nil Nil granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstand- ing warrants and conversions) at the time of grant:

12 Diluted earning per share (EPS) pur- Rs. 8.96 Rs. 7.64 suant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20.

13 options whose exercise price either equals or exceeds or is less than the market price of the stock, Weighted average exercise prices Rs. 14175/- Rs. 200/- weighted average fair value of op- tions Rs. 63.06/- Rs. 64.70/- 14 A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information:

i) Risk free interest rate Estimated to be from 4.71% to Estimated to be 8% 6.07%

ii)Expected life upto 3.50 years upto 3 years

iii) Expected volatility Estimated to be from 63.65% to Historic volatility of 51.36% 75.17% iv)Expected dividends 20% 22%

v) The price of the underlying share Rs. 141.75/- Rs. 189.90/- in market at the time of option grant.

Note: In respect of options granted above, the accounting value of option is Nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is a no charge of compensation to Profit & loss Account in respect of ESOS scheme -2008 and 2010.

b) Loan Funds -

During the year, company has borrowed the following loans from bank for utilization of working capital and purchase of fixed assets.

(Rs. in Crore)

Name of the Bank Nature of Loan Amount

State Bank of India Cash Credit 5.00

Yes Bank Term Loan 8.00

State Bank of India Term Loan 21.00

Total 34.00

c) Preferential Issue

i) The members of the Company at the Extra Ordinary General Meeting held on July 10, 2012 and the Board of Directors vide their Board resolutions dated August 23, 2012 and August 27, 2012 had approved allotment of 38,00,000 convertible warrants into equity shares of face value of Rs.10/- each at a price of Rs.180/- for a cash at a premium of Rs. 170/- per equity share.

6. Subsidiary Companies

The Ministry of Corporate affairs vide its General Circular No. 02/2011 dated February 08, 2011 provided general exemption to the companies from the provision of Section 212 of the Companies Act, 1956 which require companies to attach Directors Report, Balance Sheet and Profit and Loss account of the subsidiaries.

Accordingly Annual Report 2011-12 does not contain the financial statement of our subsidiaries.

The Audited annual accounts and related information will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. However, as directed by the Central Government, the financial data of the subsidiaries has been furnished under 'Details of Subsidiary Companies' forming part of the Annual Report.

A Statement containing particulars pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956, in respect of the above subsidiaries forms part of this Annual Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

7. Corporate Governance

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

8. Management's Discussion and Analysis Report (MDA)

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

9. Directors' Responsibility Statement

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that year;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a 'going concern' basis.

10. Directors

In terms of Article 151 of the Articles of Association of the Company, Mr. Amit Sheth and Mr. Sanjay Desai, Directors, retire by rotation and being eligible, for reappointment at the ensuing Annual General Meeting.

Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/ Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members.

11. Fixed Deposits

The Company has not accepted fixed deposits.

12. Auditors

M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

13. Particulars Of Employees

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2011 is given as an annexure to this Report. However, pursuant to the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the aforesaid annexure. Members interested in the said information may write to the Company Secretary at the registered office of the Company.

14. Conservation Of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

- Conservation of Energy:

though the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. The requirement of disclosure of particulars in the prescribed format with respect to conservation of energy as prescribed in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided.

- Research & Development (R&D):

Your Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

Technology Absorption:

Your Company has not imported any technology during the year under review.

Foreign Exchange Earnings and Outgo:

(Rs. In Crore)

Particulars 2011-12 2010-11

Earning in foreign Currency (on accrual basis): 54.05 44.46

Software Services

Expenditure in foreign Currency (on accrual basis):

Staff Cost 0.33 0.41

Software development &

other expenses 2.30 1.83

Bank Interest 0.00 2.09

15. Acknowledgements

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, customers, vendors and members during the year under review. For and on behalf of Board

Mumbai,August 28, 2012

Amit Sheth Mahendra Mehta

Registered Office: Managing Director Director

404, 4th Floor, Nomura,

Hirandani Business Park,

Powai, Mumbai - 400 076

Mar 31, 2011

To the Members,

The Directors present their 14th Annual Report of the Company together with its Audited Profit and Loss Account for the year ended March 31, 2011 and the Balance Sheet as on that date:

I FINANCIAL RESULTS

Consolidated Financials of the Company and its subsidiaries:

Rs.. in crore

Particulars Year ended Year ended

March 31, 2011 March 31, 2010

Total Revenue 424.85 337.70

Profit before interest, depreciation and tax 90.28 71.23

Less: Interest and Finance Charges 4.46 2.57

Less: Depreciation and amortization 26.55 22.20

Profit before tax 59.27 46.46

Less: Provision for taxation (including Current Tax, 9.31 5.96 Deferred tax, and Tax adjustments of earlier years)

Net Profit after tax 49.96 40.50

Minority Interest 0.11 -

Profit after Tax and Minority Interest 50.07 -

Add: Surplus brought forward from previous year 114.51 77.88

Effect on account of merger/amalgamation (0.44) -

Add: Prior period adjustments (1.61) 0.40

Amount available for Appropriation 162.97 18.78

Appropriations:

Transfer to General Reserve & Statutory Reserve 1.46 0.36

Proposed dividend on Equity Shares 3.51 2.96

Corporate tax on dividend 0.58 0.50

Statutory Reserve 2.14 -

Balance carried to Balance Sheet 155.28 114.95

Total Income increased to Rs.424.85 crore from Rs. 337.70 crore in the previous year, at a growth rate of 25.81 %. The profit before tax at Rs.59.27 crore as against Rs. 46.46 crore in the previous year represents a increase by 27.57% over the previous year.

Financials of the Company on a standalone basis: Rs. in crore

Particulars Year ended Year ended

March 31, 2011 March 31, 2010

Total Revenue 117.31 53.38

Profit before interest, depreciation and tax 36.15 20.89

Less: Interest and Finance Charges 8.13 10.55

Less: Depreciation arid amortization 8.43 6.97

Profit before tax 19.59 3.37

Less: Provision for taxation (including Current Tax, 4.99 -0.24 Deferred tax, and Tax adjustments of earlier years)

Net Profit after tax 14.60 3.61

Add: Surplus brought forward from previous year 38.93 39.14

Effect on account of merger/amalgamation 1.09 -

Amount available for Appropriation 54.52 42.75

Appropriations:

Transfer to General Reserve 1.46 0.36

Proposed dividend on Equity Shares 3.51 2.96

Corporate Tax on dividend 0.58 0.50

Balance carried to Balance Sheet 48.97 38.93

2. DIVIDEND

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 2.20 per share, (22%) for the year ended March 31, 2011. The amount of dividend and the tax thereon aggregates to Rs. 0.58 crore.

3. TRANSFER TO RESERVES

We propose to transfer Rs. 1.46 crore to the general reserve. An amount of Rs. 48.97 crore is proposed to be retained in the Profit and Loss Account.

4. OPERATIONS

Growth during aution Pro's 2010-2011 fiscal year was achieved consistently across all geographies and all Practices. Much of the success was due to a number of key hires and organizational changes, subsidiary consolidation proceedings, and dynamic activities with our strategic Partners.

Employee Additions & Organizational Changes

Several key individuals were added to the aurionPro management team over the course of the year. Mr. Banesh Prabhu joined as the global CEO for the aurionPro Group of companies and as Chairman of the Board for aurionPro Solutions Ltd. Banesh brings 25 years of global experience to his roles, previously serving as the International Head of Consumer Operation for Citigroup Operations and Technology where he led Banking operations for more than 50 countries. Also joining aurionPro this past year was Sam Harp, an Enterprise Content Management Industry Veteran, to lead the Imaging and Process Management Business. Sam brings over 20 years of experience to his role with aurionPro, 12 of which were spent at Oracle/Stellent where he held a variety of Management and Executive roles across their Engineering, Consulting, and Alliances organizations.

Significant organizational changes were also made in order to increase aurionPro's visibility in the market while maintaining the highest level of customer satisfaction. The Company streamlined its Corporate Marketing function to improve the consistency and effectiveness of how aurionPro positions and messages its capabilities across customer, prospect, partner, employee, recruiting, and investment communities. Jonathan Bank, previously the Global Head of aurionPro's Web Solutions/ECM Practice, is leading this new corporate function as the Executive Vice President and Group Director- Marketing. Similarly, a Global Customer Satisfaction and Delivery Group has been formed to deliver the highest level of customer satisfaction to our Clients. Mr. Shafi Shaikh has been appointed as the chair of this team, to which he will bring more than 20 years of experience in global service delivery and operational best practices.

Partnership Initiatives

aurionPro was extremely active with our Partner community in 2010-201 I and dozens of co-marketing events, conferences, and client round tables were completed together. Highlights include co-hosting a client round table with Microsoft on the topic of the "Real-Time Enterprise", being invited to be a key speaker at the inaugural Cloud Security Alliance meeting in Boston and leading and participating in a number of Oracle, IBM, Microsoft, Open Text, Misys and EMC conferences and webinars over the course of the year.

aurionPro's SENA Systems business, a Gold Level Oracle Partner, was recognized as one of the most respected partners in Oracle's network by being awarded an Honorable Mention for the Oracle 2010 North American Titan Award for Excellence in Security and Identity Management. Oracle's Titan Awards recognize leading partners in North America, honoring solutions delivered in 2010. This is the third consecutive year that SENA has featured in the Oracle Titan Awards, this year being recognized for its Oracle Entitlement Solution implementation with a major global financial institution.

aurionPro added to its stable of partnerships by entering into a global partner agreement through E2E Infotech (India) Pvt Ltd, (now merged with the company) a wholly owned subsidiary, with CameronTec, the financial industry's leading provider of FIX infrastructure and connectivity solutions. The terms of this agreement gives E2E specific CameronFIX Reseller rights for the Middle East and Indian markets.

5. FINANCIAL RESOURCES

A) ESOP

The Board of Directors at their Board Meeting held on September 04, 2008 and the members at the 11th Annual General Meeting held on September 30, 2008, approved the issue of 14,64,941 equity shares under Employees Stock Option Scheme - 2008 to eligible permanent employees including Directors of the Company and its subsidiary companies to participate in the future growth of the Company. The Company has received in-principal approval from Stock Exchanges for issue and allotment of 10,00,000 equity shares under the said Scheme.

The Remuneration/Compensation Committee in its meeting held on June 01, 2009 approved the grant of 10,00,000 options. The exercise price for the purpose of the grant of options was taken as the market price i.e. available closing price prior to the date of the grant as quoted on National Stock Exchange.

Accordingly in accordance with ESOS of the Company, the employees as on date have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period shall be one year from the date of grant. Against each option, 20% can be exercised by the end of first year from the date of grant of options i.e. after May 31, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after May 31, 2011 and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after May3l,20l2.

Pursuant to ESOS, company has issued and allotted to the eligible employees 47,200 equity shares and 6849 equity shares of the company on January 04,2011 and June 21,2011 respectively.

Further the Company have obtained in-principal approval for 10,00,000 options as per the ESOP Scheme viz, The ASL ESOS - 2010. The Company have granted 5,00,000 options on 06th April, 2011.

Details as on March 31, 2011 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

Sr. No Description Details

I Total number of options granted underthe Scheme- 10,00,000 options "TheASLESOS-2008"

2 Options Granted During the year Nil

3 The Pricing Formula "Exercise Price" (the price to acquire one equity share of the Company upon exercise of option) shall mean the market price; i.e. the latest available closing price prior to the date of the grant as quoted on The National Stock Exchange of India Limited or as determined by the compensation committee and payable by the Grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price shall not be less than Rs. 90/- per option.

4 Options vested 2,00,000

5 Options Exercised 47200

6 Total No. of shares arising as a result of exercise 47200 of options

7 Options lapsed Nil

8 Variations of terms of options No variations made

9 Money realised by exercise of options 66,90,600

10 Total no. of options in force 9,52,800

II Employee wise details of options granted to:

i) Senior managerial personnel:

Mrs. Kashmira Bhayani - Practice Head, Cash

Management (30000 options)

Mr. Nitin Patel - Delivery Head( 17000 options)

Mr. Sanjay Parchani - VP- Operations (15000 options)

Mr. Umesh Ikhe - Practice Head, Treasury Market (30000 options)

Mrs. Deepa Nair - AVP - HR (I0000 options)

Mr. Mehul Raval - Company Secretary (2000 options)

ii) Any other employee who receives a grant in any one year of option amounting to 5% or of option granted during that year: Nil

iii) Identified employees who were granted option, during any one year, equal to or exceeding I % of the issued capital (excluding outstanding warrants and conversions) at the time of grant: Nil

12 Diluted earning per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20. Rs. 8.96

13 Options whose exercise price either equals or exceeds or is less than the market price of the stock, Weighted average exercise prices Rs. 141.75/-

weighted average fair value of options Rs. 63.06/-

14 A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information:

i) Risk free interest rate Estimated to be from 4.71 % to 6.07%

ii) Expected life upto 3.50 years

iii) Expected volatility Estimated to be from 63.65% to 75.17%

iv) Expected dividends 20%

v) The price of the underlying share in market at the time of option grant. Rs. 141.75/-

Note: In respect of options granted above, the accounting value of option is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is a no charge of compensation to Profit & loss Account in respect of ESOS scheme -2008.

B) Loan Funds -

During the year, the Company availed Cash Credit facility of Rs. 23.63 crore from the Axis Bank, which were utilized for working capital requirements of the Company.

6. SUBSIDIARY COMPANIES

The Ministry of Corporate affairs vide its General Circular No. 02/201 I dated February 08,2011 provided general exemption to the companies from the provision of Section 212 of the Companies Act, 1956 which require companies to attach Directors Report, Balance Sheet and Profit and Loss account of the subsidiaries.

Accordingly Annual Report 2010-11 does not contain the financial statement of our subsidiaries.

The Audited annual accounts and related information will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. However, as directed by the Central Government, the financial data of the subsidiaries has been furnished under 'Details of Subsidiary Companies' forming part of the Annual Report.

A Statement containing particulars pursuant to the provisions of Section 212( I )(e) of the Companies Act, 1956, in respect of the above subsidiaries forms part of this Annual Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

7. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

8. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT (MDA)

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that year;

iii)The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv)The Directors have prepared the annual accounts on a 'going concern' basis.

10. DIRECTORS

In terms of Article 151 of the Articles of Association of the Company, Mr. Prem Rajaniand Dr. Nikunj Kapadia, Directors, retire by rotation and being eligible, for reappointment at the ensuing Annual General Meeting.

At the last Annual General Meeting held on September 30,2010 members appointed Mr. Vishwanath Prabhu as a Director of the Company, liable to retire by rotation.

Further during the year Mr. Vishwanath Prabhu was appointed as Global CEO of aurionPro Group and Non Executive Chairman of the Company w.e.f December 22,2010.

Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/ Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members.

11. NEW DEVELOPMENT AMONG SUBSIDIARIES:

Several milestones were completed over the course of the year focused on streamlining operational overhead through the consolidation of subsidiary entities. Silicon Tech Corp, USA and SENA Systems Inc, USA were both merged with aurionPro Solutions Inc, USA with effect from April 01,2010 and July 01,2010 respectively.

Further pursuant to order of the Bombay High Court dated June 10,2011 E2E Infotech (India) Pvt Ltd and Kairoleaf Analytic Pvt Ltd got merged with aurionPro Solutions Ltd.

12. FIXED DEPOSITS-

The Company has not accepted fixed deposits.

13. AUDITORS

M/s. Chokshi &Chokshi, Chartered Accountants, Mumbai, Statutory Auditors of the Company retires at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

14. PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs had notified Companies (Particulars of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011 raising the limit of employee's salary to be disclosed in Directors' Report from Rs. 2,00,000/- per month to Rs.5,00,000 per month.

Further the Ministry of Corporate Affairs vide General Circular No. 23/2011 dated 03.05.2011 gave Clarification regarding effective date of Companies (Particulars of Employees) Amendment Rules, 2011. It was clarified that the said notification shall be applicable to all Directors' reports under Section 217 of the Companies Act, 1956 approved by the Board of Directors on or after 01.04.2011, irrespective of the accounting year of the annual account being approved by the Board.

The Company has no employees of the specified categories under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended up to date.

I5.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In terms of section 217( I )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

- Conservation of Energy:

Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. The requirement of disclosure of particulars in the prescribed format with respect to conservation of energy as prescribed in Section 217( I )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided.

- Research & Development (R&D):

Your Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

- Technology Absorption:

Your Company has not imported any technology during the year under review.

- Foreign Exchange Earnings and Outgo:

Rs.. in crore

Particulars 2010-11 2009-10

Earning in foreign Currency (on accrual basis):

Software Services 44.56 29.47

Expenditure in foreign Currency (on accrual basis):

Staff Cost 0.41 0.15

Software development & other expenses 1.83 2.63

Bank Interest 2.09 1.07

16. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co-operation and assistance of statutory authorities, bankers, customers and business associates. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

The Directors also thank the Government of India and various other countries, the concerned State Government, Government Departments and agencies for their co-operation.

Last but not the least your directors would like to appreciate the efforts put by the auriontees to make organization successful.

For and on behalf of the Board of Directors

Amit Sheth Mahendra Mehta

Managing Director Director

Mumbai, August 31, 2011

Registered Office:

404, 4th Floor, Nomura,

Hirandani Business Park,

Powai, Mumbai - 400 076

Mar 31, 2010

The Directors present their 13th Annual Report of the Company togetherwith its Audited Profitand Loss Accountfortheyearended 31 st March, 2010 and the Balance Sheet as on that date:

1. FINANCIAL RESULTS

Consolidated Financials of the Company and its subsidiaries:

(Rs. in crore)

Year ended Year ended March 31, 2010 March 31, 2009

Total Revenue 337.70 275.16

Profit before finance charges, depreciation and tax 71.23 68.43

Less: Finance Charges 2.57 1.45

Less: Depreciation and amortization 22.20 19.07

Profit before tax 46.46 47.91

Less: Provision for taxation (including Current Tax, Deferred tax, 5.96 7.07

Fringe Benefit Tax and Tax adjustments of earlier years)

Net Profit after tax 40.50 40.83

Less: Minority Interest - 0.52

Add: Surplus brought forward from previous year 77.88 46.78

Add: Prior period adjustments 0.40 0.20

Amount available for Appropriation 118.78 87.29

Appropriations:

Transfer to General Reserve & Statutory Reserve 0.36 1.50

Proposed dividend on Equity Shares 2.96 2.89

Corporate tax on dividend 0.50 0.49

Balance carried to Balance Sheet 114.95 82.42

Total Income increased to Rs. 337.70 crore from Rs. 275.16 crore in the previous year, at a growth rate of 22.73%. The profit before tax at Rs. 46.46 crore as against Rs. 47.91 crore in the previous year represents a meager decrease by 3.03% over the previous year.

Financials of the Company on a standalone basis:

(Rs. in crore)

Year ended Year ended

March 31, 2010 March 31, 2009

Total Revenue 53.38 56.95

Profit before finance charges, depreciation and tax 14.10 29.45

Less: Finance Charges 3.76 1.94

Less: Depreciation and amortization 6.97 6.37

Profit before tax 3.37 21.14

Less: Provision for taxation (including Current Tax, Deferred tax, (0.24) 4.12

Fringe Benefit Tax and Tax adjustments of earlier years)

Net Profit after tax 3.61 17.01

Add: Surplus brought forward from previous year 39.14 27.00

Amount available for Appropriation 42.75 44.01 Appropriations:

Transfer to General Reserve 0.36 1.50

Proposed dividend on Equity Shares 2.96 2.89

Corporate Tax on dividend 0.50 0.49

Balance carried to Balance Sheet 38.93 39.14

2. DIVIDEND

The directors recommend for consideration of the shareholders at the ensuing annual general meeting, payment of a dividend of Rs. 2.00 per share, (20%) for the year ended 31st March, 2010. The amount of dividend and the tax thereon aggregates to Rs.3.46crores.

3. TRANSFER TO RESERVES

We propose to transfer Rs. 0.36 crore to the general reserve. An amount of Rs. 38.93 crore is proposed to be retained in the ProfitandLossAccount.

4. OPERATIONS

Despite of the economic slowdown in the past year, the Companys products have weathered the crises and showed growth and momentum. The Company expanded its product range into the supply chain space by entering into an agreement with Arshiya Internationals technology subsidiary to acquire marketing rights along with all existing customers and hosting infrastructure of Cyberlog technologies in an all cash deal. Cyberlog product Suite is a completely web based comprehensive and state of the art solution for integrated logistics and supply chain management with customers in over 20 countries.

Your company entered into a global partner agreement through its wholly owned subsidiary viz; E2E Infotech Ltd with CameronTec, the financial industrys leading provider of FIX infrastructure and connectivity solutions. The terms of the agreement gives E2E infotech Limited specific CameronFIX Reseller rights for the Middle East and India. This new alliance will bolster coverage in key emerging markets and complement core professional services for CameronFIX, the engine universally regarded as the reference standard for reliable, mature FIX applications. E2E infotech Limited is currently participating with large CameronFIX installations in both Europe and Asia Pacific.

5. FINANCIAL RESOURCES

a) ESOP

The Board of Directors at their Board Meeting held on 04th September, 2008 and the members at the 11 th Annual General Meeting held on 30th September, 2008, approved the issue of 14,64,941 equity shares under Employees Stock Option Scheme - 2008 to eligible permanent employees including Directors of the Company and its subsidiary companies to participate in the future growth of the Company. The Company has received in-principal approval from Stock Exchanges for issue and allotment of 10,00,000 equity shares under the said Scheme.

The Remuneration/Compensation Committee in its meeting held on 01st June, 2009 approved the grant of 10,00,000 options. The exercise price for the purpose of the grant of options was taken as the market price i.e. available closing price prior to the date of the grant as quoted on National Stock Exchange.

Accordingly in accordance with ESOS of the Company, the employees as on date have been offered options as per eligible criteria fixed under the scheme. Against each of the above, eligible employee is entitled to acquire one equity share of Rs. 10/- each of the company at a price mentioned against the option. The minimum vesting period shall be one year from the date of grant. Against each option, 20% can be exercised by the end of first year from the date of grant of options i.e. after 31st May, 2010, 30% can be exercised at the end of second year from the date of grant of the options i.e. after 31st May, 2011 and balance 50% can be exercised at the end of third year from the date of grant of the options i.e. after 31st May, 2012:

Details as on 31st March, 2010 as per SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

Sr. Description Details No

1 Total number of options granted under the Scheme - "The 10,00,000 options ASLESOS-2008"

2 Options Granted During the year 10,00,000 options

3 The Pricing Formula

Details

"Exercise Price" (the price to acquire one equity share of the Company upon exercise of option) shall mean the market price; i.e. the latest available closing price prior to the date of the grant as quoted on The National Stock Exchange of India Limited or as determined by the compensation committee and payable by the Grantee for exercising the option granted to him in pursuance of ESOS, but in any case the exercise price shall not be less than Rs. 907- per option.

Sr. Description No Details

4 Options vested Nil

5 Options Exercised Nil

6 Total No. of shares arising as a result of exercise of options Nil

7 Options lapsed Nil

8 Variations of terms of options No variations made

9 Money realised by exercise of options NA

10 Total no. of options in force 10,00,000

11 Employee wise details of options granted to:

i) Senior managerial personnel : Mrs. Kashmira Bhayani - Delivery Head (30000 options) Mr. Nitin Patel - Delivery Head (17000 options)

Mr. SanjayParchani-VP- Operations (15000 options)

Mr. Umesh Ikhe - Practice Head, Treasury Market (30000 options) Mrs.DeepaNair-AVP HR (10000 options)

Mr. Mehul Raval - Company Secretary (2000 options)

ii) Any other employee who receives a grant in any one year of Nil option amounting to 5% or of option granted during that year:

iii) Identified employees who were granted option, during any Nil one year, equal to or exceeding 1 % of the issued capital (excluding outstanding warrants and conversions) at the time of

grant: 12 Diluted earning per share (EPS) pursuant to issue of shares on Rs. 2.38/- exercise of option calculated in accordance with Accounting Standard (AS)

13 options whose exercise price either equals or exceeds or is less than the mar ket price of the stock, Weighted average exercise prices Rs. 141.75/- weighted average fair value of options Rs. 63.06/-

14 A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted average information:

i) Risk free interest rate Estimated to be from 4.71 % to 6.07%

ii) Expected life upto 3.50 years

iii) Expected volatility Estimated to be from 63.65% to 75.17%

iv) Expected dividends 20%

v) The price of the underlying share in market at the time Rs. 141.75/- of option grant.

Note: In respect of options granted above, the accounting value of option is nil, as market price of the share on the date of grant of the option is equivalent to grant price so there is a no charge of compensation to Profit & loss Account in respect of ESOS scheme-2008.

b) Loan Funds

During the year, the Company availed of additional term loans of Rs. 17.05 crore from the State Bank of India and Rs. 23.95 crore from ICICI Bank Ltd, which were utilized for the investment in subsidiaries and working capital requirements of the Company.

6. SUBSIDIARYCOMPANIES

Presently your Company has thirteen subsidiaries. In terms of approval granted by the Central Government vide order No. 47/430/2010 CL -III dated 19* May, 2010 pursuant to Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profitand Loss Account, Reports of the Board of Directors and Auditors of the following subsidiaries have not been attached to the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. However, as directed by the Central Government, the financial data of the subsidiaries has been furnished under Details of Subsidiary Companiesforming part of the Annual Report:

i) Aurionpro Solutions Pte. Ltd., Singapore

ii) Integra Technologies Pte. Ltd, Singapore

iii) Integra Technologies SDN.BHD

iv) Aurionpro Solutions INC, USA

v) Aurionpro Solutions SPC, Bahrain

vi) E2Elnfotech Limited, UK

vii) E2Elnfotech (India) Pvt Ltd

viii) Aurionpro Solutions (Hong Kong) Limited

ix) Auroscient Outsourcing Limited, India

x) Aurofidel Outsourcing Limited, India

xi) SENASystemslNCUSA

xii) SENA Systems Pvt Ltd, India

xiii) Silicon Tech Corp, USA

xiv) Aurionpro Solutions PTY Ltd, Australia

xv) Aurionpro SCM Pte Ltd, Singapore

A Statement containing particulars pursuant to the provisions of Section 212(1)(e) of the Companies Act, 1956, in respectoftheabovesubsidiariesformspartof this Annual Report.

In compliance with Clause 32 of the Listing Agreement, audited consolidated financial statements of the Company and its subsidiaries also form part of this Annual Report.

7. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from M/s. Milind Nirkhe & Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance as per the requirements of Clause 49 is annexed to this Report.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT (MDA)

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

9. DIRECTORS" RESPONSIBILITY STATEMENT

In terms of the provisions of Section 217(2AA) of the Act, your Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profitofyourCompanyforthatyear;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concernbasis.

10. DIRECTORS

Mr. Vishwanath Prabhu was appointed as Additional Director of the Company w.e.f. 19* March, 2010. He holds office up to the date of ensuing Annual General Meeting of the Company. The company has received notice in writing from a member proposing the candidature of Mr. Vishwanath Prabhu as director of the company in terms of section 257 of the Companies Act, 1956. The resolution for obtaining the consent of the shareholders for the aforesaid appointment is included in the notice of the ensuing Annual General Meeting. Further Mr. Mitesh Majithia ceased to be a Director of the company w.e.f. 30* September, 2009.

In terms of Article 151 of the Articles of Association of the Company, Mr. Mahendra Mehta and Mr. Paresh Zaveri Directors, retire by rotation and being eligible, for reappointment at the ensuing Annual General Meeting.

Mr. Sanjay Desai and Mr. Amit Sheth have been re- appointed as Executive Chairman and Managing Director for a further term of five years commencing from 01st April, 2010 and ending 31st March, 2015.

Brief resume of the Directors, nature of their expertise in specific functional areas and names of Companies in which they are directors and members/ Chairman of committees, as stipulated by Clause 49 of the Listing Agreement are provided in the Corporate Governance Report forming part of the Annual Report. Further, there are no inter-se relationships between the Board members.

11. NEW DEVELOPMENT AMONG SUBSIDIARIES:

With effect from 01st April, 2010 Silicon Tech Corporation, USA has been merged with Aurionpro Solutions Inc, USA. The company also during the year incorporated two new subsidiaries viz, Aurionpro Solutions PTY Ltd, Australia and Aurionpro SCM Pte Ltd, Singapore.

The Board has also in principally agreed to pursue a Scheme of Arrangement for merger of its wholly owned subsidiaries viz, E2E Infotech (India) Pvt Ltd, India and SENA System Pvt Ltd, India with the Company.

12. UTILIZATION OF PROCEEDS RECEIVED FROM INITIALPUBLICOFFER(IPO)

a) Your Company successfully concluded its Initial Public Offer (IPO) of 30,00,247 Equity Shares of Rs. 107- each, issued at an Issue price of Rs.90/- per share for cash at a premium of Rs.80/- per share in October, 2005.The Company has been listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited on 25th October, 2005. The unutilized proceeds raised from IPO was Rs. 23.92 lacs and is lying as Fixed Deposit in the Bank.

13. AWARD

Your Company has been ranked in the "FinTech 100 by American Banker, Bank Technology News and IDC Financial Insights". In its first year in the rankings, Aurionpro Solutions Limited was 94* on the annual international list, which honors the top vertical technology vendors that derive more than one of their revenue from this industry.

Further our company has been ranked in the Deloitte Technology Fast 50 awards for the third consecutive year. Deloitte Touche Tohmatsus Global Technology, Media & Telecommunications Industry Group ranked Aurionpro 38*onthelistoflndiasFast50.

14. FIXED DEPOSITS

The Company has not accepted fixed deposits.

15.AUDITORS

Your Company has received a letter from M/s. Charturvedi & Shah, Chartered Accountants, Mumbai the retiring Auditors of the Company expressing their unwillingness to seek re-election for the Financial Year 2010-2011 at the forth coming Annual General Meeting.

In view of the same the Board of Directors of your Company had a discussion with M/s. Chokshi & Chokshi, Chartered Accountants, Mumbai to be appointed as Statutory Auditors of the Company for the Financial Year 2010-2011 subject to approval of Shareholders in the forthcoming Annual General Meeting and they have already furnished their eligibility certificate under Section 224 (1B) of the Companies Act, 1956.

16. PARTICULARS OF EMPLOYEES

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2002 is given as an annexure to this

Report. However, pursuant to the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the aforesaid annexure. Members interested in the said information may write to the Company Secretary at the registered office of the Company.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

In terms of section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

- Conservation of Energy:

Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels. The requirement of disclosure of particulars in the prescribed format with respect to conservation of energy as prescribed in Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company and hence not provided.

- Research & Development (R&D):

Your Company is predominantly a service provider and therefore has not set up a formal R&D unit, however continuous research and development is carried out at various development centers as an integral part of the activities of the Company.

- TechnologyAbsorption:

Your Company has not imported any technology during the year under review.

- Foreign Exchange Earnings and Outgo:

(Rs.in Crore)

Particulars 2009-10 2008-09

Earning in foreign Currency (on accrual basis):

Software Services 29.47 37.96

Expenditure in foreign Currency (on accrual basis):

Staff Cost 0.15 2.63

Software development & other expenses 0.46 2.24

Bank Interest 1.07 -

18. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere co-operation and assistance of statutory authorities, bankers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your companys employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

SanjayDesai AmitSheth

Mumbai, 12th August, 2010 Executive Chairman Managing Director

Registered Office:

404, 4th Floor, Winchester,

Hirandani Business Park,

Powai, Mumbai 400 076

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