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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 Limited

A 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

t’s 10:30 am, Mahendra Patel makes his

customary visit to the bank branch near his

house. He goes to the teller and withdraws

Rs. 10,000. He has been doing this for the last

15 years every first Friday of the month.

It’s 6:30 pm and Raj Patel, his son stops his

bike, gets down, withdraws Rs. 2,000 from

ATM and then goes and buys a jeans using his

credit card. A normal day in the life of Raj. Raj

has perhaps not seen the bank since he

opened his account two years back.

Banking has transformed. Move on traditional

banking, Universal banking has arrived.

Banking is convenience. No need to visit the

bank. Need a loan or want to deposit a

cheque, call and the relationship manager will

send 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 based

banking still exist, the transformation has been

that fee-based banking through convenience

is adding that extra margin to the banks. Every

bank today aspires to offer convenience to

customers.

Technology is the driver. Universal banking is

impossible without technology.

Bank begins by investing in the core

technology.

And then starts adding pieces like credit

cards, wealth management, cash

management, internet banking, treasury,

loans, custodial service etc., to offer a

comprehensive convenience banking platform

to the likes of Mahendra Patel and his son Raj.

And each of the new services needs

integration and alignment.

We make it happen.

That's our space. AurionPro Solutions

operates in the niche space outside of core

banking technology. The BFSI opportunity is

USD 130 billion. AurionPro is part of the USD

100 billion non-core banking opportunity.

We are IP-led. We have our own products. We

also implement others' IP products. We also

develop IP for others. And we also manage

these services through our niche KPO.

We make IT happen.

This is how.

I

1

00

We implemented dealPro at a leading private bank replacing

multiple systems with a single unified application.

3

ur customer is one of the leaders in

banking sector and was in need of a

comprehensive and technology-savvy

banking suite to move towards highly

sophisticated and automatic mode. AurionPro

being a pioneer banking software provider

offered the bank dealPro (Unified Distribution

Platform), which has been benchmarked for

delivering the maximum performance.

The said bank offers various products related to

foreign exchange transactions in Retail and

Corporate segment. The bank followed different

process for these products across branches,

Central Processing Unit - Trade (CPU-Trade),

Foreign Exchange Services (FES) Operations

and Treasury. The bank had multiple systems

which were used for processing these

transactions.

AurionPro implemented dealPro and replaced

these applications with a single unified

application which can process all these product

types in a seamless manner. dealPro, as Unified

Distribution Platform helps the bank in serving its

customers, which includes Individuals, Full-

Fledged Money Changers (FFMC), Authorized

Dealers, Franchisees, Corporates and Tour

Operators with its adept functionalities. dealPro

as a Business Enabler helps the bank in smooth

transaction of its operational processes.

What made dealPro distinct over similar

applications 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 bridges

branch, treasury department and dealers of

banks alike. It targets Retail and Corporate

customers and caters to various departments of

the bank easily by providing seamless

functioning. dealPro enables technology and

offers operational efficiency and 100% Straight

Through Processing.

O

4

ur client, a prestigious bank has

over USD 12.8 trillion in assets

under custody. It handles more

than USD 3 trillion in worldwide transactions

daily. Our client serves 96% of the world's

Fortune 500 companies and has 10 regional

processing centers worldwide, using global

processing.

The bank had a complex business data

model and massive quantities of data. The

protocols required extensive fine grained

authorization needs. They needed to

respond with speed to its customers and

also adhere to security policies.

The bank's 'want' list included the ability to

audit the usage of services, reconcile them

and charge the customer. The bank needed

a solution that could keep evolving with

changing customer needs. And obviously,

the most important of all, reduce operational

cost and increase revenue.

The bank chose Oracle Entitlements Server

(10g). And chose us to implement it. With

our domain expertise and very clear

understanding of the bank's need, we

implemented diverse integrations that

included SiteMinder, SharePoint,

WebSphere, Hibernate and Database.

We successfully implemented Oracle OES for USD 12.8 trillion

client thereby enhancing responsiveness and reducing

administrative costs!

O

Our implementation ensured that not

only does the solution supports all

Banks' policy requirements but also

delivers on the need for high quality

performance.

This is what the bank experienced post

our implementation:

Reduced administrative costs

Increased responsiveness to

business

Increased revenue due to ability to on-

board users faster

Significantly improved Auditing and

Reporting

Improved service and customer

satisfaction for more profitable and

loyal customers

A total of 10 efficient resources worked

on this project. This is one of the highly

successful OES implementation for

Oracle. Success of this implementation

led to four more implementation

opportunities at the bank for AurionPro.

5

6

ur client is a leading mobile payment

gateway operator in San Francisco.

Our client has been the undisputed

leader in the mobile payment gateway space

much ahead of the competition. They have the

deepest market penetration compared to peers.

This is after AurionPro created a customized

mobile payment gateway solution for them.

The client brief was simple. They wanted to be the

undisputed leader in the mobile payment space.

That's all. And they wanted to implement it swiftly.

We designed, developed and maintained various

core backend payment systems such as credit

card processing, ACH processing, ATM network

interface and System of Records (SOR). We also

integrated the same with various banking partners

O

We successfully delivered a strong and effective back-end payment system for use in mobile

payments for a leading mobile payments company. The client is the undisputed leader in its markets.

00

to enable partnership programs. We

utilized our vast knowledge of the

industry to continuously drive the entire

engineering efforts at the client site

hand-in-hand with products and

marketing groups. We implemented

rapid application development

methodologies with iterative software

engineering models.

The success of the solution led to the

client engaging us to develop the same

for India and launched its service in

India too. This will be followed with

other countries too. Post development,

AurionPro maintains the solution

through its ODC in Mumbai, while

saving the client maintenance costs.

AurionPro has a dedicated and skilled

team consisting of 50 people working

on 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 in

India. With anywhere banking the bank

collects cheques throughout the

country. AurionPro was chosen to process

cheques for their telecom client for Karnataka. We

started with an office in Bengaluru.

Gradually business gained momentum and

expansion of business followed with processing

telecom cheques and credit card cheques in

various locations in Kerala as well. Subsequently,

thanks to our performance, the client also

entrusted us with Cash Management System

(CMS) business in remote locations in Kerala

which involved cheque pick-up from various

clients and managing banking processes of the

same. We set-up an intra state coordinator

network for this purpose which is now a fully

functional unit and seamlessly managing the CMS

activities, controlled by the Hub office at Cochin.

With business engagements reaching pinnacle

with the International Bank, the Bank then

entrusted us with a telecom client's pre-paid card

processing and another similar telecom operator's

cheque processing at our Thane head office,

Mumbai with an associate office in Malad to

handle the Mumbai western suburbs.

We now have an efficient reporting system in

place providing the bank with timely updates of the

daily activities and adhering to their schedules and

timelines.

The cheque volume handled by AurionPro for the

International Bank are to the tune of 20,000

thousand cheques per month in CMS and around

10 lakh transactions in Telecom.

An engagement that started with 20 members and

now have a total strength of around 120 members

servicing the client across Bengaluru, Thane &

Cochin for various products.

O

9

10

Product Suites and Modules

Risk management is

accessing and quantifying business risks, and taking

measures to control or reduce them. AurionPro provides

consultancy and implementation services in risk

management domain to banks and financial institutions,

which includes building framework, application

implementation and also continuously evolving structure.

Our Financial risk management focuses on risks that can be

managed using traded financial instruments. Some of our

offerings and partner solutions in this include AMLPro,

KYCPro, Market Risk, Credit Risk and Operational Risk. Cash Management

is a comprehensive selection of Cash Management

products and services like iCashPro, payPro, collectPro,

reconPro, divPro, PDCPro, mandatePro and Currency

Chest Management System to fit the needs of corporate

clients.

Financial Supply Chain Management ("FSCM") means complete

end-to-end management of the entire working capital management

system. The product fscmPro is a supply chain management

system that acts as a platform for the suppliers and dealers to

come together and conduct the procurement process and sales

efficiently. It helps in reducing the hurdles like ordering time,

communication, advertising and inventory maintenance.

In Payments, we have an integrated suite

which enables financial institutions to streamline and accelerate

payments across a range of networks and channels, including

ACH, Check 21, Card Processing/associations and Mobile

Payments. Solutions and offerings are integrated with banks to

offer best innovative customer products and extended to customer

across channels.

1. Payments

2. Risk Management

3. Cash Management

4. Financial Supply Chain Management

Treasury operations

includes among other things pricing and

marketing of wholesale liabilities, trading in

foreign exchange, trading in money

markets, bonds and derivatives and risk

management. Our offering dealPro is a

best-of-the-breed, web-based, online

Trading and Distribution Application built

on an open technology platform with very

rich functionalities. dealPro primarily caters

to Banks, Non Banking Financial

Companies (NBFCs), Mutual Funds,

Insurance Companies, Corporate

Treasuries, Money Changers and other

Financial Institutions. dealPro also has

end-to-end processing capability for

Foreign exchange transactions of various

nature.

Financial planning is a

systematic approach whereby a financial planner helps the

customer to maximize his existing financial resources by utilizing

financial tools to achieve his financial goals.

The Company's partner product OmniMax provides a

comprehensive system for banks and financial institutions that

eases manual tasks and provides a fast, efficient and reliable

output. OmniMax manages huge client databases, tracks and

maintains current and archives on financial/investment advice and

works in synchronization with other mandatory systems at the

bank's end.

In the loan origination arena,

the Company offers 'the SmartLender Suite' comprising of the

SmartLender Retail and SmartLender Corporate products.

Within each of these products there are standalone modules.

S m a r t L e n d e r

Collateral and Limits Management System is one of the most

sophisticated credit portfolio risk management systems in the

world today. It sets the foundation for meeting the highest

standards of Basel II compliance as it addresses the key risk

components of the AIRB approach.

Internet Banking as a facility is gaining importance day by day and it

involves the use of the internet for delivering user-friendly banking products and services to customers in an

easy, convenient and reliable way, thereby making banking accessible and thus lowering the costs of servicing

a 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 on

Identity & Access Management (IAM) consulting and system

integration services. This division provides the full spectrum of

services to enable customers to plan, assess, select, implement

and integrate complete IAM projects. We have successfully

provided services to Fortune 1,000 conglomerates across North

America, Europe and Asia Pacific regions.

Trading Technology (Integration)

AurionPro has 60 plus consultants in this domain, with

experience ranging from 3 to 15+ years. The pool of functional

consultants have a deep understanding of the domain. The

Company is the only professional service provider to ORC, a

global leader in trading technology. ORC acts as the single front

end to trade across various asset class and connectivity to 160

exchanges globally.

Business Process Management

Our Business process management is a methodical approach,

which helps customers in enhancing the organizations business

processes and workflows.

We increase client capabilities by offering infrastructure

management, the administrative area of concern dealing with

maintenance and optimization of an organization's equipment

and core operations.

Our model comprises of analyzing, stimulation and execution

phases. Our model has the flexibility to handle the business

demands and offer a platform to provide new excellent business

management solutions.

2. Outsourced Product Development

Our current outsourced product development services inter alia

include custom application development (off-shore project

development), 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 resource

augmentation.

Our services have developed as we have moved from a custom

application developer to a niche product focused company in

the BFSI segment. We use a mix of strategic collaborations and

referrals, in addition to having our own offices to build business

in the areas of outsourced development services, testing

services and enterprise application integration services from

overseas clients, mainly in the UK and the USA.

We undertake a sophisticated application development and

maintenance service which entails building and maintaining the

clients' enterprise application or maintaining the clients'

implementation of leading commercial applications. We also

provide services relating to planning, analyzing, improving the

performance, scalability, and stability of web-based applications

that are used by the clients. Further, we provide enterprise

content management, namely a system for capturing,

managing, storing, preserving, and delivering content and

documents.

3. Technology Platformed Banking

Operations

The Company has two 100% owned subsidiaries. These

subsidiaries take care of end-to-end processing solutions for

various 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 Service

Level Agreements to benefit the clients on cost and quality

processing. These process shops have processes run in a fully

automated environment so that the 'end objective' of State

Through Processing (STP) can be achieved. The subsidiaries

have developed capabilities to adapt to the systems platforms

provided by the clients, if the client insists, in addition to the

systemic 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

0.00

1.00

2.00

3.00

4.00

5.00

6.00

2526272829

0

0.00

0

50

100

150

200

250

300

350

0.050.100.150.200.250.300.350.40

1020304050

100

200

300

400

176.55

24.85

4.21

5.15

2.87143.87

261.38293.02

28.1527.63

0.37

0.17

0.24

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 and

dedicated to the BFSI space. The Company was started by ex-

bankers and therefore we have significant domain knowledge

and understanding of not just where the BFSI space stands

today, but where we expect it to evolve globally.

AurionPro is a company focused on providing products and

services to BFSI customers globally, enabling their technology

and operations.

AurioPro comes into the BFSI space after banks and institutions

had implemented their core technology piece and are migrating

towards what we call Universal banking (anytime, anywhere,

any medium). AurionPro enables its customers in their evolution

toward Universal Banking by delivering Domain-Specialized

products, e-business services and integration services around

the 'core banking system'. The market has now reached a stage

where it is inevitable for a Bank, not to have this evolved

network of products and services.

We believe that the migration to Universal Banking is inevitable

and is a game changer that was experienced in the developed

countries and is now being experienced in the emerging

countries 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 enter

into a client. AurionPro has successfully carved this market

space, through an organic and inorganic growth strategy over

the last four years, continually augmenting its basket of

products and services, successfully transitioning from a

Solutions player to a Product and Services business model.

In less than four years, we have a customer base of over 100

Banks. As we move ahead, cross-sell and deep-sell is a

significant apparatus to growth. And we are experiencing this

tipping point.

Within the market, the financial meltdown in 2007 and 2008

has led to newer market conditions and changing needs,

where Efficiency, ROI, Risk Management, and Financial

Inclusion are now quickly holding Centre-Stage. Our

approach and ambition is to help the BFSI players meet their

customer and business goals in a manner that optimizes

their delivery across the Technology, Operations and

Analytics platform. On the path to deliver such an integrated

value, AurionPro has also equipped itself to enable a

SAAS/Cloud based delivery of financial transactions. We

believe we are one of the very few companies to have the

triple offering of technology-operations-analytics platform

with an existing client base of 100 plus banks in 20

countries. This represents a great opportunity for us to

deepen the relationships and increase our margins. We

have made beginnings in India and plan to support it with

some international wins over next 12 months.

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

traction.

Product suite

Our product suites and modules are developed to address

banking applications ranging from cash management,

financial supply chain management, treasury, risk

management, financial planning, loan origination, Internet

banking.

We have already established leadership in our Cash

Management, Loans and Internet Banking product suites

with over 45 South and South East Asian Banks as

customers. We see a very high market expansion potential

in the newer Emerging markets of Africa, Middle East and

Eastern Europe for these products. Further, our focus will

also be take newer products - dealPro, fcsmPro and

e-corporate banking to the existing as well as the newer

emerging countries.

Product Implementation

We offer Business Process Management, ("BPM") services,

which primarily pertain to improving the efficiency and

effectiveness of an organization by automating the

organization's business processes. We offer Identity and

Access Management ("IAM") services which pertains to the

processes involved in identification and authorization of

various users across computer networks. We also offer

professional services and integration solutions for electronic

trading and connectivity solutions.

Development of Third Party IP

Being an IP led IT solutions company, we collaborate with

niche domain players to develop products in Risk, Treasury

and Payments market. This has helped us support our

clients' software requirements in various vertical spread

across domains.

Managed Services

With client focus on efficiency and domain understanding

that enhances their revenues, margins and ROI on

technology spend, managed services is emerging as a big

opportunity for us. We expect this business go enter scale in

the next two years.

All of the above put together represent a wide canvas, with

a surfeit of opportunities. The AurionPro management has

pro-actively planned a series of steps to intensify and

augment Management to meet the elevated demands of the

next orbit of Growth. As one of the first steps, Vishwanath

Prabhu has come on Board. Vishwanath is currently

International Head of Consumer Operations for Citigroup

Operations and Technology and is based out of London. He

brings with him 25 years of global experience in technology

and operations, outsourcing, building economies and value

and reducing transaction costs.

The next few years look very promising for AurioPro. The

market is just entering into a sweet spot. Our technology-

operations-analytics platform differentiates us and will help

us cross sell and deep sell. And we now have an

experienced team and more than 100 banks to cater to.

Its time.

Thank you for your support as we continue to build

AurionPro.

Sincerely,

Sanjay Desai

BOARD OF DIRECTORS

Mr. Sanjay Desai

Executive Chairman

Mr. Amit Sheth

Managing Director

Mr. Paresh Zaveri

Promoter Non Executive Director

Mr. Vishwanath Prabhu

Non Executive Non Independent Director

Mr. Prem Rajani

Independent Director

Dr. Nikunj Kapadia

Independent Director

Dr. Mahendra Mehta

Independent Director

Mr. Sandeep Daga

Independent Director

COMPANY SECRETARY

Mr. Mehul Raval

BOARD COMMITTEES

Audit Committee

Dr. Mahendra Mehta (Chairman)

Dr. Nikunj Kapadia

Mr. Amit Sheth

Mr. Prem Rajani

Mr. Sandeep Daga

Shareholders' / Investors' Grievance and Share Transfer Committee

Dr. Mahendra Mehta (Chairman)

Mr. Prem Rajani

Mr. Sandeep Daga

Mr. Amit Sheth

16

Remuneration / Compensation Committee

Mr. Sandeep Daga (Chairman)

Mr. Prem Rajani

Dr. Nikunj Kapadia

Dr. Mahendra Mehta

Mr. Amit Sheth

STATUTORY AUDITORS

Chaturvedi & Shah

Chartered Accountants, Mumbai

INTERNAL AUDITORS

D. Kothary & Co.

Chartered Accountants, Mumbai

BANKERS

ICICI Bank Limited

HDFC Bank Ltd.

State Bank of India

Yes Bank Limited

Bank 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

AP

RIS

Mso

lutio

n (w

ww

.pris

m.n

et.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 Limited

A n n u a l R e p o r t 2 0 0 9 - 1 0