APR

ISM

solu

tion

(ww

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AurionPro Solutions Limited,404, Winchester, High Street,

Hiranandani Business Park, Powai,Mumbai – 400 076. MH – India.

Phone: +91-22-6770 7700/7701 Fax: +91-22-6770 7722www.aurionpro.com

AurionPro Solutions LimitedA n n u a l R e p o r t 2 0 0 9 - 1 0

Contents

01 Universal Banking. We make IT happen13 Key Performance Indicators14 Chairman's Message16 Corporate Information17 Notice29 Directors' Report36 Management Discussion and Analysis44 Corporate Governance Report61 Auditors' Report64 Balance Sheet65 Profit and Loss Account66 Cash Flow Statement68 Schedules Forming Part of the Balance Sheet and Profit & Loss Account89 Consolidated Accounts110 Statement Pursuant to Section 212 of the Companies Act, 1956

In this Annual Report we have disclosedforward-looking information to enableinvestors to comprehend our prospectsand take informed investment decisions.This report and other statements - writtenand oral - that we periodically make con-tain forward-looking statements that setout anticipated results based on the man-agement's plans and assumptions. Wehave tried wherever possible to identifysuch statements by using words such as'anticipate', 'estimate', 'expects', 'projects',

'intends', 'plans', 'believes' and words ofsimilar substance in connection with anydiscussion of future performance.

We cannot guarantee that these forward-looking statements will be realised,although we believe we have been pru-dent in our assumptions. The achieve-ment of results is subject to risks, uncer-tainties and even inaccurate assump-tions.

Should known or unknown risks or uncer-

tainties materialse, or should underlyingassumptions prove inaccurate, actualresults could vary materially from thoseanticipated, estimated or projected.Readers should bear this in mind. Weundertake no obligation to publicly updateany forward-looking statements, whetheras a result of new information, futureevents or otherwise.

Disclaimer

tʼs 10:30 am, Mahendra Patel makes hiscustomary visit to the bank branch near hishouse. He goes to the teller and withdraws

Rs. 10,000. He has been doing this for the last15 years every first Friday of the month.

Itʼs 6:30 pm and Raj Patel, his son stops hisbike, gets down, withdraws Rs. 2,000 fromATM and then goes and buys a jeans using hiscredit card. A normal day in the life of Raj. Rajhas perhaps not seen the bank since heopened his account two years back.

Banking has transformed. Move on traditionalbanking, Universal banking has arrived.

Banking is convenience. No need to visit thebank. Need a loan or want to deposit acheque, call and the relationship manager willsend someone. Want to know your balance,just sms. Want to transfer funds, just log on.

Anytime, anywhere banking is the norm.

Though branch based and fund basedbanking still exist, the transformation has beenthat fee-based banking through convenienceis adding that extra margin to the banks. Everybank today aspires to offer convenience tocustomers.

Technology is the driver. Universal banking isimpossible without technology.

Bank begins by investing in the coretechnology.

And then starts adding pieces like creditcards, wealth management, cashmanagement, internet banking, treasury,loans, custodial service etc., to offer acomprehensive convenience banking platformto the likes of Mahendra Patel and his son Raj.

And each of the new services needsintegration and alignment.

We make it happen.

That's our space. AurionPro Solutionsoperates in the niche space outside of corebanking technology. The BFSI opportunity isUSD 130 billion. AurionPro is part of the USD100 billion non-core banking opportunity.

We are IP-led. We have our own products. Wealso implement others' IP products. We alsodevelop IP for others. And we also managethese services through our niche KPO.

We make IT happen.

This is how.

I

1

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We implemented dealPro at a leading private bank replacingmultiple systems with a single unified application.

3

ur customer is one of the leaders inbanking sector and was in need of acomprehensive and technology-savvy

banking suite to move towards highlysophisticated and automatic mode. AurionProbeing a pioneer banking software provideroffered the bank dealPro (Unified DistributionPlatform), which has been benchmarked fordelivering the maximum performance.

The said bank offers various products related toforeign exchange transactions in Retail andCorporate segment. The bank followed differentprocess for these products across branches,Central Processing Unit - Trade (CPU-Trade),Foreign Exchange Services (FES) Operationsand Treasury. The bank had multiple systemswhich were used for processing thesetransactions.

AurionPro implemented dealPro and replacedthese applications with a single unifiedapplication which can process all these producttypes in a seamless manner. dealPro, as UnifiedDistribution Platform helps the bank in serving itscustomers, which includes Individuals, Full-Fledged Money Changers (FFMC), AuthorizedDealers, Franchisees, Corporates and Tour

Operators with its adept functionalities. dealProas a Business Enabler helps the bank in smoothtransaction of its operational processes.

What made dealPro distinct over similarapplications included among others:

It offered a template driven output

Configurable outside the system, easy to make changes without changing code

New templates can easily be introduced by doing simple configuration

Reduces implementation/customization cost

Reduces time in term of posting deals

Offers maximum support to bank branches and thousands of tellers

Dynamic rate engine for pricing all FX transactions

From the bank's customer point of view, it bridgesbranch, treasury department and dealers ofbanks alike. It targets Retail and Corporatecustomers and caters to various departments ofthe bank easily by providing seamlessfunctioning. dealPro enables technology andoffers operational efficiency and 100% StraightThrough Processing.

O

4

ur client, a prestigious bank hasover USD 12.8 trillion in assetsunder custody. It handles more

than USD 3 trillion in worldwide transactionsdaily. Our client serves 96% of the world'sFortune 500 companies and has 10 regionalprocessing centers worldwide, using globalprocessing.

The bank had a complex business datamodel and massive quantities of data. Theprotocols required extensive fine grainedauthorization needs. They needed torespond with speed to its customers andalso adhere to security policies.

The bank's 'want' list included the ability toaudit the usage of services, reconcile themand charge the customer. The bank neededa solution that could keep evolving withchanging customer needs. And obviously,the most important of all, reduce operationalcost and increase revenue.

The bank chose Oracle Entitlements Server(10g). And chose us to implement it. Withour domain expertise and very clearunderstanding of the bank's need, weimplemented diverse integrations thatincluded SiteMinder, SharePoint,WebSphere, Hibernate and Database.

We successfully implemented Oracle OES for USD 12.8 trillionclient thereby enhancing responsiveness and reducingadministrative costs!

O

Our implementation ensured that notonly does the solution supports allBanks' policy requirements but alsodelivers on the need for high qualityperformance.

This is what the bank experienced postour implementation:

Reduced administrative costsIncreased responsiveness to businessIncreased revenue due to ability to on-board users faster

Significantly improved Auditing and ReportingImproved service and customer satisfaction for more profitable and loyal customers

A total of 10 efficient resources workedon this project. This is one of the highlysuccessful OES implementation forOracle. Success of this implementationled to four more implementationopportunities at the bank for AurionPro.

5

6

ur client is a leading mobile paymentgateway operator in San Francisco.Our client has been the undisputed

leader in the mobile payment gateway spacemuch ahead of the competition. They have thedeepest market penetration compared to peers.

This is after AurionPro created a customizedmobile payment gateway solution for them.

The client brief was simple. They wanted to be theundisputed leader in the mobile payment space.That's all. And they wanted to implement it swiftly.

We designed, developed and maintained variouscore backend payment systems such as creditcard processing, ACH processing, ATM networkinterface and System of Records (SOR). We alsointegrated the same with various banking partners

O

We successfully delivered a strong and effective back-end payment system for use in mobilepayments for a leading mobile payments company. The client is the undisputed leader in its markets.

00

to enable partnership programs. Weutilized our vast knowledge of theindustry to continuously drive the entireengineering efforts at the client sitehand-in-hand with products andmarketing groups. We implementedrapid application developmentmethodologies with iterative softwareengineering models.

The success of the solution led to theclient engaging us to develop the same

for India and launched its service inIndia too. This will be followed withother countries too. Post development,AurionPro maintains the solutionthrough its ODC in Mumbai, whilesaving the client maintenance costs.

AurionPro has a dedicated and skilledteam consisting of 50 people workingon this project from over 6 months now.

00

We process over 10 lakh transactions per month for a major international bank through our BPO.

ur client is a large international bank inIndia. With anywhere banking the bankcollects cheques throughout the

country. AurionPro was chosen to processcheques for their telecom client for Karnataka. Westarted with an office in Bengaluru.

Gradually business gained momentum andexpansion of business followed with processingtelecom cheques and credit card cheques invarious locations in Kerala as well. Subsequently,thanks to our performance, the client alsoentrusted us with Cash Management System(CMS) business in remote locations in Keralawhich involved cheque pick-up from variousclients and managing banking processes of thesame. We set-up an intra state coordinatornetwork for this purpose which is now a fullyfunctional unit and seamlessly managing the CMSactivities, controlled by the Hub office at Cochin.

With business engagements reaching pinnaclewith the International Bank, the Bank thenentrusted us with a telecom client's pre-paid cardprocessing and another similar telecom operator'scheque processing at our Thane head office,Mumbai with an associate office in Malad tohandle the Mumbai western suburbs.

We now have an efficient reporting system inplace providing the bank with timely updates of thedaily activities and adhering to their schedules andtimelines.

The cheque volume handled by AurionPro for theInternational Bank are to the tune of 20,000thousand cheques per month in CMS and around10 lakh transactions in Telecom.

An engagement that started with 20 members andnow have a total strength of around 120 membersservicing the client across Bengaluru, Thane &Cochin for various products.

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9

10

Product Suites and Modules

Risk management isaccessing and quantifying business risks, and takingmeasures to control or reduce them. AurionPro providesconsultancy and implementation services in riskmanagement domain to banks and financial institutions,which includes building framework, applicationimplementation and also continuously evolving structure.

Our Financial risk management focuses on risks that can bemanaged using traded financial instruments. Some of ourofferings and partner solutions in this include AMLPro,KYCPro, Market Risk, Credit Risk and Operational Risk. Cash Management

is a comprehensive selection of Cash Managementproducts and services like iCashPro, payPro, collectPro,reconPro, divPro, PDCPro, mandatePro and CurrencyChest Management System to fit the needs of corporateclients.

Financial Supply Chain Management ("FSCM") means completeend-to-end management of the entire working capital managementsystem. The product fscmPro is a supply chain managementsystem that acts as a platform for the suppliers and dealers tocome together and conduct the procurement process and salesefficiently. It helps in reducing the hurdles like ordering time,communication, advertising and inventory maintenance.

In Payments, we have an integrated suitewhich enables financial institutions to streamline and acceleratepayments across a range of networks and channels, includingACH, Check 21, Card Processing/associations and MobilePayments. Solutions and offerings are integrated with banks tooffer best innovative customer products and extended to customeracross channels.

1. Payments

2. Risk Management

3. Cash Management

4. Financial Supply Chain Management

Treasury operationsincludes among other things pricing andmarketing of wholesale liabilities, trading inforeign exchange, trading in moneymarkets, bonds and derivatives and riskmanagement. Our offering dealPro is abest-of-the-breed, web-based, onlineTrading and Distribution Application builton an open technology platform with veryrich functionalities. dealPro primarily catersto Banks, Non Banking FinancialCompanies (NBFCs), Mutual Funds,Insurance Companies, CorporateTreasuries, Money Changers and otherFinancial Institutions. dealPro also hasend-to-end processing capability forForeign exchange transactions of variousnature.

Financial planning is asystematic approach whereby a financial planner helps thecustomer to maximize his existing financial resources by utilizingfinancial tools to achieve his financial goals.

The Company's partner product OmniMax provides acomprehensive system for banks and financial institutions thateases manual tasks and provides a fast, efficient and reliableoutput. OmniMax manages huge client databases, tracks andmaintains current and archives on financial/investment advice andworks in synchronization with other mandatory systems at thebank's end.

In the loan origination arena,the Company offers 'the SmartLender Suite' comprising of theSmartLender Retail and SmartLender Corporate products.Within each of these products there are standalone modules.

S m a r t L e n d e rCollateral and Limits Management System is one of the mostsophisticated credit portfolio risk management systems in theworld today. It sets the foundation for meeting the higheststandards of Basel II compliance as it addresses the key riskcomponents of the AIRB approach.

Internet Banking as a facility is gaining importance day by day and itinvolves the use of the internet for delivering user-friendly banking products and services to customers in aneasy, convenient and reliable way, thereby making banking accessible and thus lowering the costs of servicinga client. The Company also offers both Corporate Internet Banking and Retail Internet Banking as a service.

5. Treasury

6. Financial Planning

7. Loan Origination

8. Collateral Management

9. Internet Banking

11

1. Domain Led Implementation Services

Identity and Access Management

AurionPro has a center of excellence exclusively focused onIdentity & Access Management (IAM) consulting and systemintegration services. This division provides the full spectrum ofservices to enable customers to plan, assess, select, implementand integrate complete IAM projects. We have successfullyprovided services to Fortune 1,000 conglomerates across NorthAmerica, Europe and Asia Pacific regions.

Trading Technology (Integration)

AurionPro has 60 plus consultants in this domain, withexperience ranging from 3 to 15+ years. The pool of functionalconsultants have a deep understanding of the domain. TheCompany is the only professional service provider to ORC, aglobal leader in trading technology. ORC acts as the single frontend to trade across various asset class and connectivity to 160exchanges globally.

Business Process Management

Our Business process management is a methodical approach,which helps customers in enhancing the organizations businessprocesses and workflows.

We increase client capabilities by offering infrastructuremanagement, the administrative area of concern dealing withmaintenance and optimization of an organization's equipmentand core operations.

Our model comprises of analyzing, stimulation and executionphases. Our model has the flexibility to handle the businessdemands and offer a platform to provide new excellent businessmanagement solutions.

2. Outsourced Product Development

Our current outsourced product development services inter aliainclude custom application development (off-shore projectdevelopment), services relating to conceptualizing of various

products, and the subsequent development, testing,progression, maintenance and support, migration and re-engineering in connection with such products, and resourceaugmentation.

Our services have developed as we have moved from a customapplication developer to a niche product focused company inthe BFSI segment. We use a mix of strategic collaborations andreferrals, in addition to having our own offices to build businessin the areas of outsourced development services, testingservices and enterprise application integration services fromoverseas clients, mainly in the UK and the USA.

We undertake a sophisticated application development andmaintenance service which entails building and maintaining theclients' enterprise application or maintaining the clients'implementation of leading commercial applications. We alsoprovide services relating to planning, analyzing, improving theperformance, scalability, and stability of web-based applicationsthat are used by the clients. Further, we provide enterprisecontent management, namely a system for capturing,managing, storing, preserving, and delivering content anddocuments.

3. Technology Platformed Banking

Operations

The Company has two 100% owned subsidiaries. Thesesubsidiaries take care of end-to-end processing solutions forvarious banks and NBFCs. They have been able to create'operations factory' wherein each of the activities is identified,documented and converted into a process driven by ServiceLevel Agreements to benefit the clients on cost and qualityprocessing. These process shops have processes run in a fullyautomated environment so that the 'end objective' of StateThrough Processing (STP) can be achieved. The subsidiarieshave developed capabilities to adapt to the systems platformsprovided by the clients, if the client insists, in addition to thesystemic platform available through the Company.

12

Services

2007-08 2008-09 2009-10 2007-08 2008-09 2009-10

2007-08 2008-09 2009-10

2007-08 2008-09 2009-10

2007-08 2008-09 2009-10

2007-08 2008-09 2009-10

Total Income

Earnings Per Share

Current Ratio Net Worth

Debt Equity Ratio

PAT

0

2324

0.001.002.003.004.005.006.00

2526272829

0

0.00

050

100

150

200

250

300

350

0.050.100.150.200.250.300.350.40

1020304050

100200300

400

176.55

24.85

4.215.15

2.87143.87

261.38293.02

28.15 27.63

0.37

0.170.24

275.15337.7

31.0940.83 40.49

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13

Dear Shareholders,

AurionPro is not just any other IT company. We are focused anddedicated to the BFSI space. The Company was started by ex-bankers and therefore we have significant domain knowledgeand understanding of not just where the BFSI space standstoday, but where we expect it to evolve globally.

AurionPro is a company focused on providing products andservices to BFSI customers globally, enabling their technologyand operations.

AurioPro comes into the BFSI space after banks and institutionshad implemented their core technology piece and are migrating

towards what we call Universal banking (anytime, anywhere,any medium). AurionPro enables its customers in their evolutiontoward Universal Banking by delivering Domain-Specializedproducts, e-business services and integration services aroundthe 'core banking system'. The market has now reached a stagewhere it is inevitable for a Bank, not to have this evolvednetwork of products and services.

We believe that the migration to Universal Banking is inevitableand is a game changer that was experienced in the developedcountries and is now being experienced in the emergingcountries and soon in the less-developing ones like Africa too.We are in a sweet spot. Of the BFSI technology spend of USD

14

'In less than four years, we have a customer base of over 100 Banks. As wemove ahead, cross-sell and deep-sell is a significant apparatus to growth. Andwe are experiencing this tipping point.'

15

130 billion, USD 100 billion is our addressable market.

Speed and bouquet of products and services are key to enterinto a client. AurionPro has successfully carved this marketspace, through an organic and inorganic growth strategy overthe last four years, continually augmenting its basket ofproducts and services, successfully transitioning from aSolutions player to a Product and Services business model.

In less than four years, we have a customer base of over 100Banks. As we move ahead, cross-sell and deep-sell is asignificant apparatus to growth. And we are experiencing thistipping point.

Within the market, the financial meltdown in 2007 and 2008has led to newer market conditions and changing needs,where Efficiency, ROI, Risk Management, and FinancialInclusion are now quickly holding Centre-Stage. Ourapproach and ambition is to help the BFSI players meet theircustomer and business goals in a manner that optimizestheir delivery across the Technology, Operations andAnalytics platform. On the path to deliver such an integratedvalue, AurionPro has also equipped itself to enable aSAAS/Cloud based delivery of financial transactions. Webelieve we are one of the very few companies to have thetriple offering of technology-operations-analytics platformwith an existing client base of 100 plus banks in 20countries. This represents a great opportunity for us todeepen the relationships and increase our margins. Wehave made beginnings in India and plan to support it withsome international wins over next 12 months.

In each of the four verticals, we believe there is a strongtraction.

Product suiteOur product suites and modules are developed to addressbanking applications ranging from cash management,financial supply chain management, treasury, riskmanagement, financial planning, loan origination, Internetbanking.

We have already established leadership in our CashManagement, Loans and Internet Banking product suiteswith over 45 South and South East Asian Banks ascustomers. We see a very high market expansion potentialin the newer Emerging markets of Africa, Middle East andEastern Europe for these products. Further, our focus willalso be take newer products - dealPro, fcsmPro and e-corporate banking to the existing as well as the neweremerging countries.

Product ImplementationWe offer Business Process Management, ("BPM") services,which primarily pertain to improving the efficiency andeffectiveness of an organization by automating theorganization's business processes. We offer Identity andAccess Management ("IAM") services which pertains to theprocesses involved in identification and authorization ofvarious users across computer networks. We also offerprofessional services and integration solutions for electronictrading and connectivity solutions.

Development of Third Party IPBeing an IP led IT solutions company, we collaborate withniche domain players to develop products in Risk, Treasuryand Payments market. This has helped us support ourclients' software requirements in various vertical spreadacross domains.

Managed ServicesWith client focus on efficiency and domain understandingthat enhances their revenues, margins and ROI ontechnology spend, managed services is emerging as a bigopportunity for us. We expect this business go enter scale inthe next two years.

All of the above put together represent a wide canvas, witha surfeit of opportunities. The AurionPro management haspro-actively planned a series of steps to intensify andaugment Management to meet the elevated demands of thenext orbit of Growth. As one of the first steps, VishwanathPrabhu has come on Board. Vishwanath is currentlyInternational Head of Consumer Operations for CitigroupOperations and Technology and is based out of London. Hebrings with him 25 years of global experience in technologyand operations, outsourcing, building economies and valueand reducing transaction costs.

The next few years look very promising for AurioPro. Themarket is just entering into a sweet spot. Our technology-operations-analytics platform differentiates us and will helpus cross sell and deep sell. And we now have anexperienced team and more than 100 banks to cater to.

Its time.

Thank you for your support as we continue to buildAurionPro.

Sincerely,

Sanjay Desai

BOARD OF DIRECTORS

Mr. Sanjay Desai

Executive ChairmanMr. Amit Sheth

Managing DirectorMr. Paresh Zaveri

Promoter Non Executive DirectorMr. Vishwanath Prabhu

Non Executive Non Independent DirectorMr. Prem Rajani

Independent DirectorDr. Nikunj Kapadia

Independent DirectorDr. Mahendra Mehta

Independent DirectorMr. Sandeep Daga

Independent Director

COMPANY SECRETARY

Mr. Mehul Raval

BOARD COMMITTEES

Audit Committee

Dr. Mahendra Mehta (Chairman)Dr. Nikunj KapadiaMr. Amit ShethMr. Prem RajaniMr. Sandeep Daga

Shareholders' / Investors' Grievance and Share Transfer Committee

Dr. Mahendra Mehta (Chairman)Mr. Prem RajaniMr. Sandeep DagaMr. Amit Sheth

16

Remuneration / Compensation Committee

Mr. Sandeep Daga (Chairman)Mr. Prem RajaniDr. Nikunj KapadiaDr. Mahendra MehtaMr. Amit Sheth

STATUTORY AUDITORS

Chaturvedi & ShahChartered Accountants, Mumbai

INTERNAL AUDITORS

D. Kothary & Co.Chartered Accountants, Mumbai

BANKERS

ICICI Bank LimitedHDFC Bank Ltd.State Bank of IndiaYes Bank LimitedBank of India

REGISTERED OFFICE

404, 4th Floor, Winchester, High Street,Hiranandani Business Park,Powai, Mumbai - 400 076.

REGISTRARS & TRANSFER AGENTS

Bigshare Services Private Limited

E-2, Ansa Industrial Estate, Saki Naka,Andheri - (E), Mumbai - 400 072.

Contents

01 Universal Banking. We make IT happen13 Key Performance Indicators14 Chairman's Message16 Corporate Information17 Notice29 Directors' Report36 Management Discussion and Analysis44 Corporate Governance Report61 Auditors' Report64 Balance Sheet65 Profit and Loss Account66 Cash Flow Statement68 Schedules Forming Part of the Balance Sheet and Profit & Loss Account89 Consolidated Accounts110 Statement Pursuant to Section 212 of the Companies Act, 1956

In this Annual Report we have disclosedforward-looking information to enableinvestors to comprehend our prospectsand take informed investment decisions.This report and other statements - writtenand oral - that we periodically make con-tain forward-looking statements that setout anticipated results based on the man-agement's plans and assumptions. Wehave tried wherever possible to identifysuch statements by using words such as'anticipate', 'estimate', 'expects', 'projects',

'intends', 'plans', 'believes' and words ofsimilar substance in connection with anydiscussion of future performance.

We cannot guarantee that these forward-looking statements will be realised,although we believe we have been pru-dent in our assumptions. The achieve-ment of results is subject to risks, uncer-tainties and even inaccurate assump-tions.

Should known or unknown risks or uncer-

tainties materialse, or should underlyingassumptions prove inaccurate, actualresults could vary materially from thoseanticipated, estimated or projected.Readers should bear this in mind. Weundertake no obligation to publicly updateany forward-looking statements, whetheras a result of new information, futureevents or otherwise.

Disclaimer

APR

ISM

solu

tion

(ww

w.pr

ism

.net

.in)

AurionPro Solutions Limited,404, Winchester, High Street,

Hiranandani Business Park, Powai,Mumbai – 400 076. MH – India.

Phone: +91-22-6770 7700/7701 Fax: +91-22-6770 7722www.aurionpro.com

AurionPro Solutions LimitedA n n u a l R e p o r t 2 0 0 9 - 1 0