mukesh p. shah & co - National Spot Exchange Limited

•MUKESH P. SHAH & CO .CHARTERED ACCOUNTANTS~2, Damodar Niwas, 2nd Floor, 32/34, C. P.Tank Road, Mumbai- 400 004. (/'; 2388 6293/2382 2633 E-mail: mps_co@vsnl.net•MUKESH P. SHAHB. Com. (Hons.) F.C.A.To,The Share Holders ofNATIONAL SPOT EXCHANGE LIMITEDMumbai .KETAN M. SHAHB. Com., F.C.A.AUDITOR'S REPORT TO THE SHARE HOLDERS OFNATIONAL SPOT EXCHANGE LIMITEDDHARMESH H. SHAHB. Com., F.C.A .1. We have audited the attached Balance Sheet of NATIONAL SPOT EXCHANGELIMITED as at 31 5 T MARCH 2007, the Profit & Loss Account and also the Cash FlowStatement for the year ended on that date annexed thereto. These financial statementsare the responsibility of the company's management. Our responsibility is to express anopinion on these financials statements based on our audit.2. We conducted our audit in accordance with auditing standards generally accepted inIndia. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement. Anaudit includes examining, on test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion .3. As required by the Companies (Auditor's Report) Order, 2003 issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Companies Act,1956. we annex hereto a statement on the matters specified in paragraphs 4 and 5 of thesaid ordP.r .4. Further to our comments in the Annexure referred to in paragraph (3) above, we reportthat: -a .We have obtained all the :!lformation and explanations, which to the best ofour knowledge and belief were necessary for the purposes of our audit;

•b.C .d.e .f.Place: MumbaiMUKESH P. SHAH & CO .CHARTERED ACCOUNTANTSn our opinion, proper books of account as required by law have been kept bythe Company so far as appears from our examination of the books;The Balance Sheet and Profit and Loss Account and Cash Flow Statementdealt with by this report are in agreement with the books of account;In our opinion, the balance sheet and Profit and Loss account and cash flowstatement dealt with by this report comply with the accounting standardsreferred to in sub-section (3C) of Section 211 of the Companies Act, 1956;On the basis of the written representation received from the director. as onMarch 31, 2007 and taken on record by the board of directors, we report thatnone of the directors of the Company are disqualified as on March 31, 2007from being appointed as a director, in terms of clause (g) if sub-section ( 1) ofSection 27 4 of the Companies Act, 1956;In our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required bythe Companies Act, 1956, in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India .i. In the case of Balance Sheet, of the state of affairs of the Company as atii.iii.Date: -t~:m»J~iMarch 31, 2007;In the case of the Profit and Loss Account, of the Loss of the Companyfor the year ended on that date; andIn the case of the Cash Flow Statement, of the cash flows for the yearended on that date .For MUKESH P. SHAH & CO .Chartered Accountants~'"---)~~(MUKESH P. SHAH)Partner

•Annexure to the Auditor's ReportMUKESH P. SHAH & CO .CHARTERED ACCOUNTANTS(Referred to in paragraph (3) of our report to the Members of NATIONAL SPOT EXCHANGELIMITED on the accounts for the period ended 31st March 2007)(i)(ii)(iii)(iv)(a)(b)(c)The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets .The fixed assets are physically verified by the management at reasonableintervals which in our opinion is reasonable having regard to the size of theCompany and the nature of its assets. No material discrepancies were noticedon such verification .The company has not disposed off a substantial part of fixed assets during theyear and accordingly going concern is not affected .The activities of Company for the period under audit did not involve use ofinventories, hence Clause 4(ii) (a), (b), (c) of the Order are not applicable .(a)(d)(e)(f)(g)The company has not granted any loans during the year, hence Clause 4(iii)(a), (b), (c) of the Order are not applicable .There are no overdue amounts in excess of Rs. One lakh in respect of loanstaken from companies listed in the register maintained under Section 301 ofthe Companies Act, 1956 .The Company has taken loans from one party covered under the registermaintained under Section 301 of the Companies Act, 1956.The maximumamount involved during the year aggregate to Rs.1, 13,00,000/- and the yearendbalance of loans taken from these parties was Rs. Nil/-.In our opinion, the rate of interest and other terms and condition of loans takenfrom companies covered in the register maintained under Section 301 of theCompanies Act, 1956 are prima facie not prejudicial to the interest of theCompany .The company is regular in paying the principal amount as stipulated and hasbeen regular in payment of interest.In our opinion and according to the information and explanations given to us, theCompany has adequate internal control procedures commensurate with the size ofthe Company and nature of its business for the purchase of fixed assets. During thecourse of our audit, we have not observed any continuing failure to correct majorweakness in the internal controls .

•(v)(vi)(vii)(viii)(ix)(x)(xi)(xii)(xiii)MUKESH P. SHAH & CO .CHARTERED ACCOUNTANTS(a) According to the information and explanations given to us, we are of the opinionthat transactions that need to be entered into the register maintained undersection 301 of the Act, have been so entered,(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of contracts or arrangements entered in theregister maintained under section 301 of the Act and exceeding the value of fivelakh rupees in respect of any party during the year have been made at priceswhich are reasonable having regard to prevailing market prices at the relevanttime .In our opm1on and according to the information and explanations given to us, thecompany has not accepted any deposits from the public during the year and therefore,the provisions of Section 58A and 58AA or any other relevant provisions of theCompanies Act, 1956 and Rules thereunder are not applicable to the company .In our opinion, the company has an internal audit system commensurate with the sizeand nature of its business .We are informed that the Central Government has not prescribed the maintenance ofcost records u/s. 209(1) (d) of the Companies Act, 1956 .(a) The Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including Provident Fund, Investors Education andProtection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax,Service-tax, Custom Duty, Excise Duty, cess applicable to it(b) According to the information and explanations given to us, no undisputed amountspayable in respect of Income Tax, Sales Tax. Wealth Tax, Service tax, CustomsDuty, Excise Duty and cess were outstanding, as at March 31, 2007 for a period ofmore than six months from the date they became payable .The Company is registered for a period less than five years; hence Paragraph 4(x) is notApplicableThe Company did not have any outstanding dues to any financial institutions, banks ordebenture holders during the year .The Company has not granted any loans or advances on the basis of security by way ofpledge of shares, debentures and other securities .In our opinion and according to the information and explanations given to us theCompany is not a Chit Fund, or a Nidhi/Mutual Benefit Fund I Society .(xiv) In our cminion ;:mrl ::lr.r.nrrlin0 tn JhP infnrm:o~tif1n ::~nrl Pv;>l::~n::~tions given to us theCompany is not dealing or trading in shares, securities, debentures or other investments.Further securities have been held by the Company in its own name .(xv) In our opinion and according to the information and explanations given to us, theCompany has not given any guarantee for loans taken by others from bank or financial...---~titutions.~----s~"i/~ ~:.. ~ .____"_/1,,%p(/c,.,·, "\'+" :'IIf'/11:./ I \ ("l 'f,

•(xvi) The Company had not taken term loan during the year .(xvii)(xviii)(xix)(xx)MUKESH P. SHAH & CO .CHARTERED ACCOUNTANTSAccording to the information and explanations given to us and on an overall examinationof the balance sheet of the Company, we report that no funds are raised on short-termbasis used for long term investmentsThe company has made preferential allotment of shares to parties and companiescovered in the register maintained under section 301 of the Act. In our opinion, prices atwhich shares have been issued are not prejudicial to the interest of the companyThe Company has not issued debentures or made any public issue during the year, and,accordingly, clauses (xix) and (xx) of the said order are not applicable to the Company .According to the information and explanation given to us, no fraud on or by the companyhas been noticed or reported during the course of the year.Place: Mumbai '1f\0 7 ·.Date:~

•I. SOURCES OF FUNDS(1) Shareholders' FundShare Capital(2) Loan FundII.Unsecured LoansAPPLICATION OF FUNDS(1) a) Fixed Assets(a) Gross Block(b) Less: Depreciation(c) Net Block(2) Investments(3) Current Assets, Loans and Advances(a) Cash and Bank Balances(b) Loans and AdvancesLess: Current Liabilities and Provisions :(a) Current Liabilities(b) ProvisionsNet Current Assets (Liabilities)(4) Profit and Loss Account (Debit Balance)Significant Accounting Policies and Notesto AccountsThe schedules referred to above form anintegral part of the accountsAs per our report of even dateFor Mukesh P. Shah & Co.Chartered Accountants 0/:I? ~)Y'to.. '/f'~ k!~--"'-"----' "---- '---- \!-- LMukesh P. ShahPartnerPlace: MumbaiDate2 9 JUN ZOOiNATIONAL SPOT EXCHANGE LIMITEDBALANCE SHEET AS AT MARCH 31,2007ScheduleNo .2TOTAL/345678TOTAL11Rupees70,000,000-15,103,8251,435,4921,822,8775,838,5497,661,4263,178,035473,6953,651,730For and on behalf of the BoardV HariharanDirectorAs atAs at31.03.2007 31.03.2006RupeesRupees15,000,00070,000,000 15,000,0002,000,000- 2,000,000"10,000,000 17,000,0009,444,768206,76213,668,333 9,238,00630,000 -339,5885,526,8405,866,42815,414,91493,84215,508,7564,009,696 (9,642,328)52,291,971 17,404,32270,000,000 17,000,000~\oV'tYJ~~seyDirectN

•.INCOMEOther IncomeEXPENDITUREOperating and Other ExpensesInterestDepreciation and amortisationLoss before TaxLess : Provision for taxation- Current Tax- Fringe Benefit TaxLoss after TaxNATIONAL SPOT EXCHANGE LIMITEDPROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31st MARCH, 2007Balance brought forward from previous yearBalance carried to Balance SheetTOTALTOTALEarnings Per Share (Refer Note 8 to schedule 11)BasicDilutedSignificant Accounting Policies and Notesto AccountsThe schedules referred to above form anintegral part of the accounts2 9 JUN 2007ScheduleNo .91011Year ended31.03.2007Rupees72,31772,31732,985,346500,3891,228,73034,714,465(34,642,149)245,500(34,887,649)(17,404,322)(52,291,971)For and on behalf ofthe Board\\\_V HariharanDirector(12.17)(12.17)~\c9flkJ~hMasseyDirectorYear ended31.03.2006Ruoees64,44764,44716,821,588338,419206,76217,366,769(17,302,322)102,000(17,404,322)-(17,404,322)(50.00)(50.00)

•A. Cash Flow from Operating ActivitiesNet Loss before TaxAdjustments forDepreciationInterest ExpensesInterest IncomeOperating profit/ (loss) before working capital changesAdjustments forTrade and Other ReceivablesTrade Payables and ProvisionsCash from OperationsLess:Tax PaidNet Cash from Operating ActivitiesB. Cash Flow from Investing ActivitiesAdditions to Fixed AssetsPurchase of lnvestments(including fixed deposits placed)Redemption I Sale of Investments (including fixed deposits)Purchase of Investments (including fixed deposits)Interest IncomeNet Cash Used in Investing ActivitiesC. Cash Flow from Financing ActivitiesProceeds from borrowings (net)Proceeds from Equity share capitalInterest ExpensesNet Cash from Financing ActivitiesNet Cash Flow during the yearNet Increase in Cash and Cash EquivalentsCash and Cash Equivalents (Opening Balance)Cash and Cash Equivalents (Closing Balance)Notes to Cash Flow Statement:NATIONAL SPOT EXCHANGE LIMITEDCash Flow Statement for the period ended March 31,2007Year ended March 31,2007 Year ended March 31, 2006RupeesRupeesRupeesRuoees1,228,730500,389(65,451){209,709)(11,959,025(34,642, 149)1,663,668(32,978,480)206,762338,419(64,447)(5,628,840)(12,168,735 15,610,756(45,147,215)245,500(45 392,715(5,659,057)(7,500,000)7,500,000(30,000)65,451(5623 6061(2,000,000)55,000,000(500,389\52,499,6111,483,2901,483,290339,5881 822,8781. Cash and cash equivalents include cash and bank balances in current account.2. Purchase of fixed assets are stated inclusive of movements of capital work in progress between the commencement andend of the year and are considered as part of investing activities.3. The Cash Flow statement has been prepared under the "Indirect Method" as set out in Accounting Standard (AS 3)"Cash Flow Statement" issued by the Institute of Chartered Accountants of India .4. Closing Balance of Cash and Cash Equivalents consists of:Cash and Cheques on HandBank Balances:- In Current AccountsThe schedules referred to above form anintegral part of the accountsAs per our report of even date.For Mukesh P. Shah & Co .Mukesh P. ShahPartnerPlace : MumbaiDate2 9 JUN ZOD7Current YearRupees29,128.. ~ ,.,,.....v HannaranDirector1,793.7501,822,878Previous YearRupees14,907324,681339,588.Josepn 1v1as::;eyDirector(17,302,322)480,734(16,821,588)9,981,916(6,839,672)102,000{6,941,672(9,444,768)--64,447(9,380,321)2,000,00015,000,0001336,419}16,661,581339,588339,588-339,588

•PARTICULARSSchedule 1: Share Capital:Authorised:NATIONAL SPOT EXCHANGE LIMITEDSCHEDULES FORMING PART OF THE ACCOUNTS25,000,000 (Prevsious year: 5,000,000) Equity Shares of Rs.10/- eachIssued, Subscribed & Paid up:7,000,000 (Previous year: 1 ,500,000) Equity Shares of Rs.10/- each fullyNote:6,999,900 (Previous Year: 14,999,900) Equity shares of Rs.IO/- each is being held byFinancial Technologies (India) Limited, a holding company .Schedule 2 : Unsecured LoansOther Loans and Advances- From OthersTOTALTOTALYear ended31.03.07Rupees250,000,00070,000,00070,000,000--Year ended31.03.06Rupees50,000,00015,000,00015,000,0002,000,0002,000,000~ol E.)(c. \c,

•••••••••••••••••••••••••••••••••••••NATIONAL SPOT EXCHANGE LIMITEDSCHEDULES FORMING PART OF THE ACCOUNTSSCHEDULE 3 : FIXED ASSETS .... ·- ---GROSS BLOCK DEPRECIATION I AMORTISATION NET BLOCKPARTICULARS Cost as at Additions Deletions/ Costas at Upto For the year Deletions/ Upto As at As at01.04.2006 durinQ the year Adjustments 31.03.2007 01.04.2006 Adjustments 31.03.2007 31.03.2007 31.03.2006TANGIBLE ASSETS:Leasehold Improvements 5,552,736 - 50,499 5,603,235 83,302.00 652,829.00 758 736,889 4,866,346 5.469,434Office Equipments(including computer hardware) 1,870,760 5,941,533 (27,451) 7,784,842 82,959 453,531 (168) 536,322 7,248,520 1,787,801Furniture & Fixtures 1,535,219 - (310,524) 1,224,695 12,514 77,524 (2,532) 87,506 1 '137,189 1,522,705Vehicles 461,053 - 461,053 27,960 43,800 - 71,760 389,293 433,093SUB TOTAL 9,419,768 5,941,533 (287,476) 15,073,825 206,735 1,227,684 (1,942) 1,432,477 13,641,348 9,213,033INTANGIBLE ASSETS(Other than Internally generated )Trade Mark 25,000 5,000 30,000 27 2,988 3,015 26,985 24,973SUB TOTAL 25,000 5,000 - 30,000 27 2,988 - 3,015 26 985 24,973TOTAL 9,444,768 5,946,533 (287,476) 15,103,825 206,762 1,230,672 (1,942) 1,435,492 13,668,333 9,238,006Previous Year - 9444768 - 9,444,768 - 206762 - 206,762 9,238,006 -I---,.._~·-:.:_.-~ --~-"""'-:; ·'.(..)• 1A;./"I /"c.., '- ~-~1/.:.,._/,-~·,'. .- . - - .. , . . .. ·.'\ \•I (""'1\\'/ .~::· : • , ••• 1 ·,, - ·o-._'I _:;. , '\Ji'.?t l_~,,n• 1 - lf1,""~..;: \H , •. ~~~·!,",') * ~-~l, \ i:- \.! \'h)' ~ J 0 '.O '- r / !\\ I' '.... .. ·; ',.\\ ~__ ~· .···;I~:~;-' '·- ' .

••PARTICULARSSchedule 4 : InvestmentsTrade : In Government Securities-National Savings CertificatesSchedule 5 : Cash and Bank BalancesCash on HandBank Balances-With Scheduled Banks:In Current AccountsIn Settlement AleIn Dues AccountNATIONAL SPOT EXCHANGE LIMITEDSCHEDULES FORMING PART OF THE ACCOUNTSAs at31.03.2007Rupees30,000TOTAL 30,00029,1281,733,84129,90930,000TOTAL 1,822,878As at31.03.2006Rupees- -14,907324,681- -339,588• Schedule 6 : Loans and Advances (Unsecured)•Advances recoverable in cash or kind or for value to be receivedAdvance Tax & Tax Deducted at SourceDeposit relating to premises and othersSchedule 7: Current LiabilitiesSundry creditors (Refer Note 6 of Schedule II)Other Current LiabilitiesSchedule 8:ProvisionsProvision for GratuityProvision for Leave Encashment109,316215,2335,514,000TOTAL 5,838,5492,721,473456,562TOTAL 3,178,035150,239323,456TOTAL 473,69515,6303,2105,508,0005,526,84015,347,88467,03015,414,914-93,84293,842o' st00

•PARTICULARSSchedule 9 : Other IncomeInterest from Bank deposits(Tax deducted at source Rs.14,263/-(P.Y. Rs.14,210/-)]Miscellaneous IncomeAccrued interest on NSCSchedule 10: Operating and other expensesPayment to and provisions for employees:NATIONAL SPOT EXCHANGE LIMITEDSCHEDULES FORMING PART OF THE ACCOUNTSTOTALSalaries and BonusLeave Encashment ( including prior period Rs.53,440)Gratuity ( including prior period Rs.49,528)Deputation Charges ( ( including prior period Rs.(67 ,1 07))Staff Welfare ExpensesRecruitment ChargesBusiness Promotion ExpensesTravelling and ConveyanceCommunication ExpensesInsurance ChargesRepair & Maintenance - othersElectricity ChargesOffice RentService ChargesSecurity Service ChargesPrinting and StationeryLegal and Professional ChargesShare Issue expensesRoc FeesPreliminary Expenses Written OffPre-operative Expenses Written OffMiscellaneous Expenses **TOTAL** Miscellaneous expenses include bank charges, office expensesbooks & periodicals,registration fees, membership & subscriptioncharges, entertainment expenses etc .Rupees5,953,293237,864150,2398,442,756530,51156,619Year ended31.03.2007Rupees63,5626,8661,88972,31715,371,2821,585,0321,642,796714,57289,227231,323.001,928,6307,128,000- -647,6291,965,538464,500.001,023,390.00--193,42832,985,346Year ended31.03.2006Rupees63,325-1,12264,4472,641,80793,842-1,405,779110,50985,8214,337,7581,514,936734,225182,32724,56363,543387,7153,482,387609,75573,422288,277725,1825,0007,500477,7503,792,821114,42716,8~.~;~O'~c/IV:.J ,..----...-x~

•Schedule -11NATIONAL SPOT EXCHANGE LIMITEDI. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIESA. Basis of preparation of financial statementsThe accompanying financial statements have been prepared under the historical cost convention inaccordance with generally accepted accounting principles· and the accounting standards issued by theInstitute of Chartered Accountants of India and the relevant provisions of the Companies Act, 1956 .B. Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principlesrequires estimates and assumptions to be made that affect the reported amounts of assets andliabilities on the date of the financial statements and the reported amounts of revenues and expensesduring the reporting period. Differences between actual results and estimates are recognized in theperiod in which the results are known I materialize .C. Fixed AssetsFixed assets are stated at cost of acquisition inclusive of any tax, freight, any incidental expenseincurred at the time of acquisition and I or installation less accumulated depreciation and impairmentloss, if any. Any additions and deletions to fixed assets during the year are accounted at cost.Intangible assets are stated at cost of acquisition and are carried at cost less accumulated amortizationand impairment loss, if any .D. DepreciationDepreciation on assets other than leasehold improvements and trademarks provided for on straight-linemethod at the rates and in the manner prescribed in Schedule XIV of the Companies Act, 1956 .Depreciation in respect of assets acquired during the year whose actual cost does not exceed Rs.5,000 has been provided at 100% .Trademarks are amortized over ten years considering their related useful lives .Leasehold improvements are amortized over the period of lease .E. InvestmentsCurrent investments are carried at the lower of cost and quoted/fair value .F. Revenue Recogmt1onRevenue is recognized when no significant uncertainty as to determination or realization exists and onaccrual basis .Interest income is recognized on time proportion basis .

•G. Retirement Benefits(i) Gratuity Liability under the Payment of Gratuity Act is based on actuarial valuation carried at theclose of the financial year. Effect of changes in assumptions adopted by actuary is duly given effectin the profit & Loss account(ii) Provisions for Leave Encashment is accrued and provided for at the end of financial yearbasis of an actuarial valuation .H. Income taxeson theIncome taxes are accounted for in accordance with Accounting Standard 22 on "Accounting For Taxeson Income", (AS 22) issued by The Institute of Chartered Accountants of India. Tax expense comprisesboth current tax and deferred tax. Deferred tax assets and liabilities are recognized for future taxconsequence attributable to timing difference between taxable income and accounting income that arecapable of reversing in one or more subsequent periods and are measured at substantively enacted taxrates. At each Balance Sheet date, the Company reassess~s unrealized deferred tax asset, to theextent that there is virtual certainty that sufficient future taxable income will be available .Provision for Fringe Benefit Tax (FBT) is made in accordance with the provisions of the Income Tax,1961 .I. Impairment(a) Carrying amount of the assets is reviewed at each balance sheet date to assess whether thereis any indication of impairment in respect of such assets or group of assets (cash generatingunit). If such indication exists, the recoverable amount of such asset or group of assets isestimated .(b) If such recoverable amount of asset or the group of asset is less than its carrying amount, animpairment loss is reckoned by reducing the carrying amount to its recoverable amount. If thereis an indication at the balance sheet date that a previQusly assessed impairment loss no longerexist, recoverable amount is reassessed and the asset is reflected at the recoverable amountsubject to a maximum depreciable historical cost.J. Contingent liabilitiesThe Company recognizes a provision when there is a present obligation as a result of past event onwhich it is probable that there will be outflow of resources to settle the obligation in respect of whichreliable estimates can be made .Contingent Liabilities are disclosed by way of notes to Financial Statements after careful evaluation bythe management of the facts and legal aspects of the matter involved .Contingent Assets are neither recognized nor disclosed .

•Schedule 11II NOTES FORMING PART OF ACCOUNTS:1.2 .3.4 .7.NATIONAL SPOT EXCHANGE LIMITEDEstimated amount of contract to be executed in CapitalAccount and not provided for (Net of Advances)Payment to Auditors (including Service Tax)a) For Audit Feesb) For Others (such as Certification Work etc.)c) For Reimbursement of Out of Pocket ExpensesTotalContingent Liabilities not provided forRupees31.03.2007Nil28,06023,919Nil51.979NilRupees31.03.2006Nil28,06047,0391,50076.599The additional information pursuant to the provisions of paragraphs 40 of Part II of Schedule VIto the Companies Act, 1956 is as under (to the extent applicable):Expenditure in foreign currency:Traveling ExpensesRupees31.03.2007NilNilRupees31.03.200677,5945. The company had entered into an arrangement with the Holding Company- FTIL, for operatinglease for its office premises. Lease rental reimbursed to FTIL are charged to Profit & Loss AIC6. a) The names of the Small Scale Industrial undertaking to whom the Company owes a sumoutstanding for more than 30 days is Rs. NIL (Previous year Rs. NIL)b) In the absence of necessary information with the Company relating to the registration status ofthe supplier under the Micro, Small and medium Enterprises Development Act, 2006 theinformation required under the said Act could not be complied and discussed .Related Party informationNames of related parties and nature of relationship:(a)(b)Company whose control exists (Holding Company):Financial Technologies (India) Limited (Since incorporation)Fellow Subsidiaries1) Multi Commodity Exchange of India Limited2) National Bulk Handing Corporation Limited3) Atom Technologies Limited4) Ticker plant Info vending Limited5) Risk raft Consulting Limited

•Sr.No.1.6) ISS Forex Limited.7) Financial Technologies Middle East, DMCC8) Global Board of Trade Ltd, (Mauritius)9) Singapore Mercantile Exchange Pte Ltd.(Singapore)1 0) Global Payment Networks Ltd.11) Financial Technologies Communications Ltd .12) Indian Energy Exchange Ltd.13) FT Group Investments Pvt. Ltd. (Mauritius)14) Knowledge Assets Pvt. Ltd. (Mauritius)(c) Key Management Personnel (KMP):Jignesh Shah:Joseph Massey:DirectorDirectorV. Hariharan Director(D) Ralatives of Key Management PersonManjay P. ShahTransactions with related parties(Brother of Director)Nature of transactions Holding FellowCompany SubsidiariesLoan/Advances takenBalance as at the start of the yearI on the date of relationship Nil 20,00,000coming into existence (Nil) (26,50,000)-(Rupees)Key Relatives ofManagement keyPersonnel ManagementPersonnel'sRelativesNil{Nil)Nil(Nil)Taken during the period 1,03,00,000 Nil(86,50,000) (20,00,000)Nil(Nil)Nil(Nil)•Repaid during the year 1,03,00,000 20,00,000(60,00,000) (26,50,000)Balance as at the end of the yearI upto the date of relationship in Nil Nilexistence (26,50,000) (20,00,000)Nil(Nil}Nil(Nil)Nil(Nil)Nil(Nil).....LCost of leasehold improvements Nil Nil(Nil)(Nil)Nil(Nil)Nil(Nil)- Charged by them NIL Nil(86,78,179) (Ni:)",.';sH~~ ~..-.. ~/0 r"" '"'-.,~ :\I~~ '0 :\( '\Q \I;::,( MEM8£R$HIP )' '\:if!( No. 33a6'l J * J,, .. ~... )C/Jj~c.-\_ ) ~ JNil(Nil)Nil(Nil)o' -EXo~ ,.-"""' iS'--;( \~cv( ~( MUMSA1)~~o'-. r---

•- Charged to them 2,87,476 Nil(-) (Nil)3 Rent I Service charges I 71,28,000 NilConsultancy Charges {38,70,412) _{2,21, 729)4 Rent Deposit Nil Nil{55,08,000) (Nil)5 Interest 5,00,389 Nil{45,833) .(2,92,58616 Other Reimbursement- Charged by them 8,81,172 91,14,442_(36,20,173} _(19,81,092J- Charged to them 5,11,543 2,49,306(4,83,975) .(Nil)7 Allotment of Equity Shares 5,50,00,000 Nil(1,47,99, 0001 JNil)8 Sundry Creditors Balance as atthe end of the year. 28,660 21,73,037(1,37,33,169) (7,66,789)8. Earning per share is calculated as follows:Net ProfiU (Loss) after tax (Rupees)Weighted average number of Equity SharesBasic (Nos.)Nil(Nil)Nil(Nil)Nil 639,768{Nil)(Nil)Nil(Nil)Nil(Nil)Nil(Nil)Nil{Nil}Nil(Nil)Nil(Nil)Nil(Nil)Nil(Nil)Nil(Nil)Nil{Nil)Nil 66,210(Nil)(Nil)2006-2007 2005-2006(34,887,649} (17,404,322}28,65,753 3,48,082Add: Potential Equity Shares (Nos.}NilNilWeighted average number of Equity Shares Dilutive (Nos.)Basic Earnings per share (Rupees)Diluted Earnings per share (Rupees}Nominal value of equity share28,65,753 3,48,082(12.17) (50.00)(12.17} (50.00}10.00 10.00

••9 .10.The Company is engaged in the business of providing platform for spot trading activity incommodity. The Company has considered business segment as primary segment. Thus thereis only one identified reportable segment.Previous years figures have been rearranged & regrouped wherever necessary .As per our report of even date.For Mukesh P. Shah & Co •Charte~~2 9 JUN 2007For & on Behalf of the BoardV. HariharanDirector~~t=Jvb~Neha Dubey ~ JCompany SecretaryPlace : MumbaiDate:~Joseph MasseyDirector

•NATIONAL SPOT EXCHANGE LIMITEDBALANCE SHEET ABSTRACT AND THE COMPANY'S GENERAL BUSINESS PROFILE:I. Registration DetailsRegistration NumberBalance Sheet date~....:.11.:::..53~3;..::.8-'-4 __ __,1State Code131-03-2007L-:.11..:..1 __ ___.II. Capital raised during the year (Amount in Rs. Thousands)Public Issue r-R""""ig._h..;_ts_ls_s_u_e ------,INill L.:..N.;..;.:il ________,Bonus IssuePrivate Placements!Nil 155,000Ill. Position of Mobilisation and deployment of funds .TOTAL LIABILITIES173,652PAID-UP CAPITAL]70,000SECURC::D LOANS!NilNET FIXED ASSETS113,668TOTAL ASSETS173,652RESERVES & SURPLUS!NilUNSECURED LOANSjNilINVESTMENTSNET CURRENT ASSETS14,010MISC. EXPENDITUREjNILDEFERRED TAXjNILACCUMULATED LOSSESIC52,292)IIV. Performance of Company)Turnover (Sales and Other Income)InIProfit/{Loss) Before Tax1(34,642)Total Expenditure134,714Profit/(Loss) After Tax1(34,888)Earnin~ per Share in Rs.(Refer Note 11 above) Dividend Rate%1