Microsec Financial Services was incorporated as “Satyam Fiscal Services Private Limited” on June 6, 1989. The name of the Company was subsequently changed to “Microsec Financial Services Private Limited” pursuant to a fresh certificate of incorporation issued by the Registrar of Companies, West Bengal at Kolkata, dated October 17, 2005. Its status was subsequently changed to a public limited company by a special resolution of the members of the Company at the Extra Ordinary General Meeting held on October 19, 2005. The fresh certificate of incorporation consequent to change of name was granted to the Company on October 20, 2005 by the Registrar of Companies, West Bengal at Kolkata.

The Microsec Group operates through Microsec Financial Services Limited (“MFSL”) and its subsidiaries. MFSL, the ultimate holding company of all the Subsidiaries, is an NBFC, registered with the RBI and its main business includes giving loans against shares and rendering advisory services to Clients.The Company is headquartered in Kolkata and operates from another around 176 business-locations in 49 Indian cities / towns.

Business area of the company:-

Microsec Financial Services is a well-diversified financial services company providing an array of services including investment banking, retail brokerage, wealth management, insurance broking and financing services to corporate/institutional/high net worth individual clients. Further, the company is also in the process of launching institutional equities and portfolio management services.

The services provided by the group include:-

1) Investment Banking:-The Company’s investment banking business is operated through its subsidiary Microsec Capital (MCap), which provides a broad range of advisory services, including in equity capital markets transactions, mergers and acquisitions, business restructuring, debt-syndication, structured finance, private equity and other business consultancy.

2) Retail Broking: - Company’s retail broking business primarily covers secondary market equity broking. The ability of the MCap to provide and share real time information, backed personalized customer care has enabled it to increase its customer base despite the cluttered industry space. As of January 18, 2008, the company had approximately more than 12,000 clients including high net worth clients.

3) Depository Participant Services: - Depository participant services form part of its integrated offering to equity trading and other clients. Since MCap is registered both as broker and depository participant, it provides smooth functioning of total process and servicing .Its total depository accounts have increased to more than 13000 as of January 18, 2008. The aggregate value of securities held in its depository as on January 18, 2008 was Rs 2,241 million.

4) Online Equity Portal:-Company’s online equity trading portal ‘Micro click’ was officially launched in April, 2007. The online portal has been designed by Asian CERC Information Technology Limited. This portal offers several beneficial features, most important of which are low cost transaction execution and less human interference.MCap has 1,243 registered clients as on January 18, 2008 on its internet trading platform and at present MCap executes on an average 1000 trades on a daily basis translating into a turnover of approximately Rs 30 million.

5) Institutional broking:-The company has recently, commenced initiatives for providing institutional equity services. MCap has applied to all major institutions for empanelment as an equity broker and has recently received approvals from two institutions. MCap is also in the process of creating a dedicated institutional team in Mumbai for servicing institutional clients and has taken separate office space for this service.

6) Commodity Broking: - The Microsec Group’s commodity broking operations are managed by, Microsec Commerze Limited (MCL). It provides expert research and analysis to its clients in various commodities, listed in NCDEX and MCX. It provides technical analysis through trained and qualified analysts.

7) Insurance Broking: - Microsec Insurance Brokers (MIBL) is an IRDA licensed insurance broker. It offers consultancy and guidance to its clients in the insurance spectrum. It is authorized to deal with all the insurance companies in India, both - in life as well as non-life segments. It provides the company’s clients with customized insurance solutions for mitigation of personal as well as corporate risks after understanding their specific requirements and risk appetite.

8) Loan against Shares: - Through loans against shares (“LAS”), the company has entered into the business of lending against capital market investments. Its LAS business helps the company’s clients leverage their equity market positions to take increased exposure. This facility is provided by the company and its subsidiaries Microsec Resources Private Limited (MRPL).

9) Distribution of mutual funds and Other Savings Products: - As part of the wealth management services, MCap focuses on the distribution of mutual funds to the Institutions/Corporate and retail.

10) Portfolio Management Services:- MCap has received registration from SEBI on August 27, 2007, for Portfolio Management Services (“PMS”) to provide investment advisory and planning services to high net worth individuals. MCap has already designed the portfolio management schemes and the structure and is also in the process of finalizing the required software for the PMS.

11) Advisory Services: - The company and MCap both provide corporate advisory services, while the company also provides investment advisory service to a venture capital fund. Since inception in early 2007, the business has, as of the six months ended September 30, 2007, contributed Rs. 25.6 million (this income may be non-recurring) to our consolidated revenues which constitutes 13.96%.

Subsidiaries:-

Microsec Financial Services Limited (MFSL) subsidiaries include:-

• Microsec Capital Limted (MCap)

• Microsec Resources Private Limited (MRPL)

• MIL Technologies Limited(MTL)

• Microsec Insurance Brokers Limited (MIBL)

• Microsec Commerze Limited (MCL).

Key Milestone achieved by the company and its subsidiaries:-

2000 -MCap received certificate as Stock Broker of ISE Cash Market

MCap received certificate as sub-broker to ISE Securities Services Limited for NSE.

2003- MFSL received registration certificate as non banking financial institution not accepting public deposit with RBI.• MCL received membership of NCDEX as “Trading –cum – clearing member”.

• MIBL received licence from IRDA to act as “ Insurance Brokers”

• MCL received certificate enrollment as AMFI registered mutual fund advisor.

• MCap received registration as Merchant Banker in the Category –I from SEBI.

2004- MCap received membership of the NSE as Stock Broker.

• MCap received membership of the Future and Options Segment of the NSE.

• MCL received membership of MCX as “Trading –cum – clearing member”.

2005- MCap received certificate from SEBI to act as underwriter

• MCap received membership of the BSE as Stock Broker.

• MCap received registration as Depository Participant with NSDL.

2006- MRPL received amended registration certificate as Non Banking Financial Institution in MRPL name not accepting public deposit from RBI (original registration in the old name of the company was received in the year 2004).

• MCap received membership of NSE as Self Clearing member.

2007- MCap received membership of the Future and Options Segment of the BSE.

• MTL received certificate under Software Technologies Park.

• MCap empaneled as Institutional Broker with State Bank of India and Allahabad Bank

• MCap received registration as Depository Participant with CDSL

• MCap received registration as Portfolio Manager from SEBI