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May I help you? 1

IT MICROSYSTEMS (INDIA) LIMITED

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contentsChairmans letter 2

Financial highlights 26

Corporate information 27

Directors report 28

Annexure to the directors report 31

Management discussion and analysis 32

Corporate governance 36

Auditors certificate 43

Auditors report 44

Annexure to the auditors report 45

Finance section 46

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May I help you?

EJOICE

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Dear shareholders,What started as a dream five years ago is on the threshold of becoming

a reality. Let me take you through this dream.

We started as a software company in the year 2000 and have today

become the building block of a much bigger enterprise - an integrated

hospitality company? under which we plan to offer hotels, restaurants,

franchisee outlets and much more, with plans to convert our in-house

centralized IT operations which cater to our own chain of hotels and

restaurants into a BPO services outfit for the hospitality sector - thelast leg of our service offering.

We were mainly a software company till 2003, essentially developing

software for various companies, with minor customisation. Some of the

software developed by us include HR Pro - which streamlines the HR

function by maintaining data on employees, a Payroll Management

Software that helps manage payroll-related accounts, Habitat - a

Society Management/Accounting Software, a custom-designed

software to manage Sales and Distribution networks, a Restaurant

Billing Software and MLM - a Multi-level Marketing/Network

Marketing Software.

Today, the Indian economy has consolidated its position as a major

growth economy, second only to China. The contribution of the Indian

software and IT-enabled services industry to GDP is expected to

increase to 10 per cent by 2008.

The trend is already evident from the performance of the industry in

2004-05. Due to favourable government policies and demand growth,

the IT sector witnessed huge escalation in profitability over the previous

year. The software and services sector grew by 32 per cent and exports

grew by 44 per cent.

Just being in the industry helped us participate in the boom. Volumes

increased as also did operational efficiencies. And in 2004-05, IT

Microsystems' revenues and profits increased by 44 per cent and 42 per

cent, respectively.

Diversification: Around the year 2003, we diversified into hotels. At that

time, the hospitality sector was witnessing a lot of traction and we

believed, given the outsourcing boom across sectors and in the face of

changing demographics and rising income levels, this industry would be

the next growth driver: International tourism receipts in 2004 reached a

new record value of US$ 622 bn as expressed in absolute figures and

International tourists' movements have touched an all time high nearly

at 800 mn due to the increased availability of less expensivedestinations across the globe.

"We are targeting to set up 100 hotels in a span of

three years and 1,000 in a frame of 5-7 years, of

which, majority of the hotels will be acquired and

operated in the US."

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r3

EVIEW

Driven by foresight and vision, we entered the hospitality business

when the company identified hotels as a fast-growing and promising

business to be in. For the next three years, hotels have the potential to

register an average annual growth of over 20-25%. Room rates for FY05on an annual basis were up 21%, though the average annual growth in

occupancy level was just 7%. Though, we believe, occupancy levels too

are set to move up in the coming years. With the genesis being the

acquisition of the Red Roof Inn in the US, (later rechristened as United

Inn), we acquired properties worth $21 mn over an 18-month period.

The initial success of the Red Roof Inn acquisition model was soon

replicated through a series of acquisitions such as United Inn, Quality

Inn, Comfort Inn, Sai Bless Inn, Graciano Cottages, Sai Sahavas, Sai

Motels, Georgian Resort, Sagar Kinara and Holiday Inn (proposed).

Geographic presence: A McKinsey survey revealed that twenty six percent of the Indian respondents believe that the US will generate more

sales for a company than any other country over the next five years.

Based on this research, of our ambitious target to set up 100 hotels in a

span of three years and 1,000 in a frame of 5-7 years, we plan to

acquire and operate a majority of the hotels (mix of chains and

standalones) in the US. To attain success in this segment aggressive

marketing efforts are being undertaken. The initiatives undertaken

would include creating a strong brand for our hotels across the

geography under the United Inn brand name, embark on aggressive

marketing and branding initiatives to strengthen visibility and recall forthis brand and finally expand our reach and presence by adopting the

franchisee model.

Asset value: In future, our focus will be to acquire mid-sized franchised

and non franchised properties that are operating and generating profits.

We are looking to touch an asset value of $ 125 mn (25 hotels valued at

5mn each.) with a total room capacity for 3,000-4,000 by 2007.

Franchising: Franchising would be a priority tool for global growth? A

quick way to grow the numbers without eroding capital earmarked for

investment in the must-have destinations. We intend to adopt the

franchising growth model by 2006, with the help from iFranchisee

Consultants. In the first year we are targeting 25 hotels, second year

100 hotels and in the third year 250 hotels under the franchisee mode.

Additional Revenues: Apart from our regular stream of revenues from

the hotel business, we also plan to keep churning our portfolio. If we

see that property prices have peaked in a particular region or find that a

particular mid-sized hotel is not doing well, and it is more profitable to

sell it, we would rather book our profit and move elsewhere. The capital

gain that the company would make from the deal would then be

invested in another more-profitable property.

The way ahead: In the near future, we are planning to launch our multi

cuisine lounge bar Area 51in Pune in December 2005 and TheCountry's Best Yogurt (TCBY) in the first quarter of 2006, the first step

in providing a holistic experience to our customers.

With regard to TCBY and Nathan's Place we are adopting a observant

approach, we first intend to test waters and see if we customise them

as per the Indian palette, and then plan to expand and scale this

venture in a phased manner. Our strategy for this would be, first to

establish this model in a small way, understand the nuances of the

business, create brand loyalty and then scale up operations.

Our future plans also include setting up a tourism agency and providing

BPO services to the hospitality and tourism industry.

With this business model in place, we are optimistic to grow from an

USD 4.02 mn company into a USD 150 mn hospitality conglomerate bythe year 2008, in the process giving our dreams shape and size and

taking them beyond the realm of reality.

Sudhir Moravekar

Chairman, Panoramic Group

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A taxing life, a polluted environment,

a busy lifestyle. All this takes a tollon you.

So the perfect way to unwind is to step into our world. A world where we

promise to re-energise the senses, rejuvenate the mind, revitalize the soul

and relax the body.

All this, made possible by our credo 'May I help you? '

A credo which is not just true of our service. But rather an intangible that

encompasses every aspect of our hospitality business:

By ensuring that you are comfortable, right from the moment you

step in,

By making you feel at home, even when you're miles away,

By promising to bring in the local beauty, magic and flavour, right

into your room,

By creating an ambience which is a perfect mix of luxury and

comfort.

By ensuring that no compromises are made when it comes to taking

care of our guests: be it a honeymoon couple, a family of six or a

business group.

And, be it your purpose leisure or business, making sure your stay

with us is memorable.

With ten hotels already under our belt and thousands of contented

customers looking at us for happy moments, we look forward to taking

them to the next level of leisure and comfort by providing a complete

entertainment experience: an experience spanning from homely hotels to

specialty restaurants, to theme-based one of its kind lounge bars, to a

complete package tour, to bringing the world's cuisine at their doorstep.

At IT Microsystems, we look forward to offering you a holistic and

enriching experience, provided by no one else in the country.

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rMay I help you? 5

Hotels

Specialty Foods

Entertainment/ Recreation

BPO

Tourism

Nathan's Place

TCBY

Area 51 - Pune

Segments

Destinations

Europe

India

USA

New Zealand/ Australia

Luxury Hotels

Mid-sized Hotels

IT MICROSYSTEMS

ELAX

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Cool waters. Sprawling gardens.

Invigorating Yoga sessions.Almond-oil massages.Aromatherapy.

Just some of the many facilities we offer across our hotels to help

you relax.

The Georgian Resort, New York, USA

Total number of rooms - 164

Total asset value - $ 7.5 mn

Our most priced possession. Located on the banks of Lake George,

this hotel stands class apart. It provides you a special facility whereby

you can come by your boat and park at our private beach. Even therooms provided to you are different. You can pick and choose from

courtyard, presidential, lake view, shoreline and poolside jacuzzi

suites.

To keep you entertained we provide a gamut of facilities which include

wedding and corporate banquet facilities, theatre performances at

Georgian Dinner Theatre, lounge bars, golf and ski facilities.

So come enjoy your stay with us and experience something new.

Holiday Inn, Hudson, Ohio*



Situated at 240 Hines Hill road, Hudson, his two-storied building

boasts of facilities like conference rooms, ball rooms, an indoor pool,

an outdoor pool, a restaurant, lounge bar, tennis courts to name a few.

Close proximity to tourist destinations makes this a real success with

customers.

* propsed acquisition

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United Inn, North Carolina, USA



Strategically located at a very important exit on Interstate 40,

United Inn, is placed less than a mile from the Burlington Outlet

Mall and a half hour drive away from the Piedmont TriadInternational Airport. The hotel draws business from the travellers

on the interstate, local student population, local businesses and

truckers.

ESTORErComfort Inn, North Carolina, USA



Located at 2001 Veasley Street, Greensboro, North Carolina with

close propinquity to Koury Convention Center and the Coliseum, this

motel surely attracts the business traveller. We make sure that

attention is paid to even the minutest details. No wonder we are AAA

approved.

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Quality Inn, New York, USA



Strategically located at 1308, Buckley Road, Syracuse, New York

13212, the crossroads' of the northeast, it's the apt place for a

stopover. Picture this : Just 2 miles away from Carousal Mall, 6 milesfrom Syracuse Hancock International Airport, 8 miles from Syracuse

University and 8 miles from New York state Fair grounds, making our

motel a convenient tourist destination. We strive to give our guest the

best quality at the most competitive rates. So come unwind with us.

Sai Bless Inn, New York, USA



Situated at 65 Front Street, Binghamton, this hotel is targeted

towards corporate executives as it is in close proximity to Bingham

University, IBM and Universal Instruments. Our rooms are designedkeeping your requirements in mind as we also offer business class

suites, handicap and pet rooms. Our complimentary services

include free stay for children under 18, car/bus parking, local calls

plus voice mails, local internet access, expanded cable TV with HBO

and continental breakfast.

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Luxury rooms

Massage centre

Conference Hall

Swimming Pool

Card Room

Go-karting

Battery operated Car

Gymnasium

Discotheque

Yoga

Snooker

Video Games

Sai motels, New Zealand



Placed in the heart of Auckland city on 385, Great South Road, Green

lane, the facilities offered encompass tea and coffee making facilities,

microwaves, refrigerators and a colour television The hotel offers alicensed bar, Sky Television and an eating space which serves mouth

watering Continental and Indian food.

rMay I help you? 9EVIVIFY

Sai Sahavas, Shirdi


Total asset value - $ 2 mn

Situated at a divine place - people from all over the world, with varied

religious background come to seek blessings. The hotel is situated at

close proximity to the "Sai Baba Temple" which adds an element ofconvenience for our guests who visit the temple. A life size idol

present in our hotel premises allows you to offer your prayers the first

thing in the morning and last thing before you close your eyes.

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Graciano Cottages, Goa


Total asset value - $ 1 mn

Located in the vicinity of the southern commercial capital Margao it is

just eight kilometers, from the Margao railway station. Set amidst

fifty-six acres of lush gardens, Graciano cottages are the perfectgetaway for tranquility. If you are booked with us rest assured, you

will hear the rhythm of the waves; experience the sand beneath your

feet, church bells chiming and the palms whispering even when you're

asleep.

Equipped with all amenities and elegantly decorated rooms, this place

enables you to enjoy the luxury of sheer silence.

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Hotel Sagar Kinara, Malvan



Placed on the beach at Somwar Peth, Malvan City, the hotel is

opposite the famous Sindhudurg Fort. It acquires a formidable historic

connotation and significance and is the only family hotel boasting 16

spacious rooms in Malvan City which are equipped with full-fledged

amenities. The food lovers can enjoy a multi-cuisine meal. You can

take your pick from delicacies in Moghlai, Punjabi, South Indian and

Chinese besides, special Maharastrian dishes in Malvani style.

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The experience does not end here.

Whether it your child's birthday celebrations or looking at capturing the

magical moments of your wedding anniversary or simply catching with

friends at a kitty party, we ensure you do it in the most special way.

Be it weddings, corporate meetings, training sessions, church group

meetings, parties, student events, commercial shows, bridal shows,

automotive events, union and corporate annual meets, all are welcome here.

EJUVENATErMay I help you? 11

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r13EFRESH

Hotels are flourishing business today due to the boom in tourism

which can be gauged from the following - world wide tourism results

for 2005 show a continuation of the overall positive trend of 2004,

with international tourist arrivals growing on average by 8 per cent in

the first four months, according to the WTO World Tourism

Barometer (June edition).

In-bound tourism: Over the last decade, the hospitality industry has

been booming. Tourist arrivals in India have been growing at the rate

of 10 per cent sequentially. In the last one year the number of tourist

arrivals in India soared from 550 mn to 763 mn. And looking at

trends, over the last two quarters, one can say that 2006 would

further accelerate this growth. Today, with $ 4.81 bn foreign exchange

earnings, tourism is the third largest foreign exchange earner in the

country. Condneste Traveler, the bible of tourism, reports India as

among the five most favored tourist destinations in the world. This

explains our presence in India.

Out-bound tourism: Similarly, with the outsourcing boom, the number

of Indians travelling overseas, especially the US, has also increased.

In 2005, as many as 153 mn Indians/Asians travelled to the US.

International tourists' movements have touched an all time high

nearly at 800 mn and international tourism receipts reached a new

record value of US$ 622 bn in 2004. With our understanding of

Indian culture and cuisine, we feel we are best placed to capitalise

on this opportunity.

Occupancy: The current industry growth rate in terms of

occupancies is 6%. Indian properties are growing at 10%. The

occupancy level of hotels ranges from 50% to 100% depending on

the season, events and weather.

To capitalise on the expected surge in the hospitality space, we

intend to ramp up our operations by moving from five hotels in the

US to acquiring 100 hotels in a three-year time-frame which will be

further scaled up to 1,000 hotels over the next seven years. All of

which will be primarily located in the US.

Our US strategy: The company's US-focus is based on the fact that

today, USA is one of the biggest markets in the world whether it isPharmaceuticals, InfoTech, Finance or Education. Almost every

Indian company with an aspiration to be global is looking at

establishing a presence in this market. Further, according to MKG

Consulting Report, the American economy hotels have emerged as

the most dynamic sector, with the North American market recording

the strongest growth, particularly in the budget hotels sector.

With properties in the US appreciating at a rapid pace, amply

reflected in the fact that properties acquired by the company at a

valuation of US$ 2.5 mn over the last two years, are currently worth

three times their acquisition price, further vindicates our US-centricpresence and strategy. Once we establish and consolidate ourselves

in the US, we plan to foray and expand into other geographies.

Lastly, upto 100 per cent availability of finance for hotel acquisitions

coupled with clean deals and efficient regulations makes US a

preferred geography to operate in.

Our India strategy: Indian hospitality sector is booming. The glum

100 plus hotels. More grand, more lavish. Exclusive facilities. Exemplarycustomer service.

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rENERGISE

look of 2001 has disappeared. Occupancies have improved

tremendously; they are touching an average of 85 per cent in the

peak season and dipping just by 10 percent in the lean season.

India's share of world tourist arrivals is 2.64 mn translating into

$ 3.2 bn in world tourism receipts. Today, India's growing recognition

as an exciting place to visit following the 'Incredible India' campaign

has helped boost the country 's image as a leisure destination. With

India also emerging as the fastest growing economy, the business

travel segment is growing at a phenomenal rate and is the most

important source of revenue and profitability for the hotel industry in

India. The WTTC has identified India as one of the world's foremost

tourist growth centres in the coming decade. According to WTTC,

after Turkey, India is expected to achieve the fastest rate of growth

at 9.7 % per annum over the next ten years. So, in order to encashon these opportunities we are planning to establish our presence is

India as well.

Our acquisition strategy: Our acquisitions will comprise mid-sized

hotels (100-120 rooms), valued at $4-5 mn per hotel with another

$200,000 to $500,000 allocated for renovation and interior

decoration. In addition, we plan to acquire a chain of hotels rather

than standalone properties as the former will lend us a stronger

brand recall, faster and deeper penetration and rationalise marketing

costs incurred to raise visibility for our hotels.

Rationale behind acquisitions: The Company's core rationale for its

inorganic growth strategy is based on the following ground realities:

Construction of properties involves a high gestation period,

wherein it can take anywhere between three to four years to

construct and commence operations whereas with acquisitions

one can start generating revenues immediately.

Besides, construction blocks valuable resources: time, money

and manpower - right from acquiring land, red tapism,

bureaucracy and corruption, to seeing the project through from

inception to completion.

The way ahead: At the close of 2005-06, we expect to increase the

number of our properties from 5 to 10 in the US, with the assets

valued at US $ 65-70 mn. In future we intend to have a presence in

both the mid-sized (asset value in the range of US $ 3-4 mn) and

luxury hotels segment (US $ 5 mn+ asset value). From our initial

foray into the mid-sized segment, we have already moved up the

value chain and are in the final stages of acquiring a luxury hotel -

Holiday Inn, Hudson, Ohio - which is targeted at the upper middle

class (a rapidly growing customer segment). With unique facilitiesand more comforts, this luxury hotel is likely to deliver higher

margins and improved profitability. Post acquisition, we intend to

focus on hotels with an asset value of US $ 5 mn + (compared to

our earlier hotels which were in the range of US $ 3-4 mn).

Funding: The funds for expansion would be raised through GDR and

ADR, IPOs of subsidiaries in the US, private equity, loans and

internal accruals. The EEFC funds generated from the company's

InfoTech business have also been invested in hotels. The debt equity

ratio post expansion would most likely be 70:30 which makes

eminent sense in today's low-interest rate scenario.

With acquisition of 100 properties by 2008 with an average

price per property priced at $ 5 mn, we expect to have a total asset

value of 500 mn. With annual turnover from these properties pegged

at one-third of the asset value, we are optimistic of reporting

revenues worth $ 150-175 mn and profitability of 10 per cent by

end, 2008.

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Brand building & Franchising - a

scalable and sustainable growth modelA smiling receptionist. Luxurious rooms. Consistently outstanding

cuisine.

Some of the things you will always remember about our hotels. That's

the magic of a brand.

Today, it's the era of emotional branding. Greet customers well,

exchange a few pleasantries, custom-make a drink exactly to their

taste, whip up an incomparable entre or offer them a complimentary

wine, and they will be your customers for life.

Who does not feel special when someone in a hotel welcomes you by

your name!

In our experience, branding represents one of the fastest ways to

spread presence and grow in this sector. With no visible Indian brand

in the US, branding our hotels will be a path breaking move in the

hospitality space, which once established, will allow us to adopt the

franchising model to further expand our presence in newer states

across the US and operate more properties in any state: a sustainable

and scaleable growth model.

To create a strong brand in the hospitality segment, we intend toembark on the following initiatives:

Appoint experienced marketing managers at each of our

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rMay I help you? 17ESUSCITATE

locations, who will be responsible for understanding from a

customer's perspective the critical parameters (quality, service,

interiors, decors, cuisine, and reception) that create the right

impression about the hotel.

Study customer responses at one of our hotels in the US -

'United Inn'. Based on the feedback, this brand name and

experience will be further extended to other existing and future

hotels which we plan to acquire.

We have selected "United Inn" as the mother brand name as it

connects well with customers in the US thereby leading to a

positive response towards our hotels.

Undertake renovations and improvements to give it a modern

and contemporary look, an effort aimed at attracting the

younger generation.Appoint franchisees, who will impart a local flavour and culture

to the hotels - right from the ambience, to the cuisine, to the

artifacts, so that guests can take back with them an experience

completely unique to that destination.

Lastly, with a strong brand in place, we expect to franchise 25 hotels

in the first year, 100 in the second year and more than double that

number to 250 in the third year. All of this will help consolidate our

position in this business and help us emerge as one of the largest

mid-sized Indian hotel brands in the US.

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A one-of-its-kind revolving multicuisine lounge bar - theArea 51*,has been designed especially to giveyou an out-of-the-world experience.

Roughly 13.4 mn working hours were lost in 2003 due to stress,

depression or anxiety compared to 6.5 mn working hours in 1995.

Enter Area 51. The perfect getaway for the entire family.

To revitalise your life, the proposed lounge bar, Area 51will beshaped like a space ship, with every detail looked into - right from its

interiors to the sound and lights, to the ambience, ensuring that

customers reminisce the evening even after its long over.

Expected to be launched in December 2005 in Pune, we believe that

while, it would prove a big draw for children and families, the

Area 51 is being targeted at premium customers belonging to theage group of 18-40.

With an increase in urban population, income and aspiration levels,

and the desire to experiment with different places, this restaurant is

expected to emerge as a new and 'happening' destination.

* Although currently this project is under other group company, IT Microsystems expects

to acquire this project in the future.

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EVITALISErMay I help you? 19

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ELISH

Hearty helpings. Delicious flavours. Lip-smacking recipes.

India is a multi-cuisine country. A potpourri of different ethnicities

and cultures. So whether it's Italian or Chinese or Thai or American

fast food, there's always room for more on the Indian palate. With

American culture seeping into Indian lifestyle, thanks to the

numerous BPOs that have come up, fast food is fast gaining

popularity.

To cater to the growing market for healthy fast food, IT

Microsystems has signed a Memorandum of Understanding (MOU)

and also has plans to tip up with Nathan's Place, a popular fast food

outlet in the US.Nathan's Place will offer high-quality fast food: food that is made

from the best ingredients, food that is made by people having

longstanding expertise in this field and food that has brand recall in

all parts of the world. These include:

Kenny Rogers Roasters - the world's greatest wood-fire roasted

chicken.

Miami's Sub Grill - high quality food in fun and casual

atmosphere.

Arthur Treacher's - fish and chips.

To bring this food into the country, IT Microsystems has already

signed a Memorandum of Understanding (MOU) with Nathan's

Place.

This unique combination of extraordinary cuisine and unmatched

service is what will set Nathan's Place apart from every other dining

experience.

Specialty Foods

The ideal way to conclude a meal is to have something sweet.

IT Microsystems has come up with the perfect solution - The

Country's Best Yogurt (TCBY), for all sweet lovers which at the

same time keep a tight check on calories, thus appealing to the

health conscious. Already available in 70 countries, it offers frozen

yogurt in lip smacking flavours.

With its manufacturing unit in place at Silvassa, TCBY shall be

launched in first quarter of 2006. Having acquired the master

franchising rights for TCBY India, the first store shall be opened in

Mumbai where it will be strategically located opposite the popular

Sterling theatre in Mumbai. Based on the outcome of the first store,

the company will decide on its future strategy.

The future strategy for TCBY comprises:

Localisation of tastes and flavours as per the Indian taste.

Setting up of 50 outlets in the country within a span of two

years.

Setting up franchisees across India - strong focus in

Maharashtra and Gujarat.

Strategic tie-ups with gymnasiums, dieticians, hospitals anddoctors, as they represent the best way to reach out to health

conscious population.

And aggressive brand-building through intensive marketing

efforts, which would encompass advertising and promotional

campaigns.

Ensuring that you take home with you a huge helping of sweet

memories!

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rMay I help you? 23

Tourism is a booming business. People today are more adventurous -

they want to explore the world. Today's working population comprises

of the urban youth who swear by the motto "work hard and party

harder". They want to indulge in water sports, trekking, late night

shopping, eating out, celebrating or just a getaway from the pollutedenvironment. And thanks to the increase in purchasing power, today

people have more income at their disposal. Reduction in airline fares

and loans for taking off on a holiday have also led to an overall

increase in overseas travel.

At IT Microsystems, we plan to custom-make the perfect holiday for

you by offering a one-stop solution in tourism: right from arranging

visas, to organising tickets, to booking hotels and giving you the

special treatment that you always wanted. Not only do we promise to

simplify your life, but we intend to take care of all your holiday needs

at a cost that is well within your budget, as there will be nointermediaries. Our 1000 + hotels in the long term will serve as the

ideal destinations in the itinerary with our tie-ups with prominent

travel and tourism agencies further increasing our basket of service

offerings by helping you travel across more destinations.

Statue of Liberty. Niagara Falls.

Universal Studios. Disneyland.We promise to show you all of thisand much more.

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rMay I help you?

25

Strong MIS. Streamlined processes. Efficient operations.

ENEW

The main objective of setting up a BPO centre in India is handling

specific processes of our international hotels such as maintaining

books of accounts, reconciliation, generating MIS for the top

management, cost-analysis, keeping a track on out-bound and in-

bound invoices etc. Initially this tourism BPO initiative would

function as a 'cost-control' centre where all processes of ourinternational hotels would be done at the BPO centre, which would

help reducing processing and accounting costs to a significant

extent.

Currently, we have employed senior accountants and account

assistants to carry out this initiative and have installed MARS 2000

software for this purpose. The benefits that would accrue to the

company by setting up the BPO centre are discussed briefly:

Significant cost savings: The monthly expense incurred by the

company for hiring an accountant in the US is approximately

US $ 5,000 per month. The model that the company plans to

put in place involves having centralised administrative facilities,

including accounting and booking. Much like a BPO, the

company's back-office functions will be handled out of India,

wherein accountants in India would handle its US operations or

its operations anywhere else in the world out of the Indian back

office. Further, it would also substantially reduce its skilled

manpower requirements and lead to better utilisation of

manpower.

Streamlining processes: For any hotel to function effectively, a

strong MIS system and well-defined processes are absolutely

critical to keep a tab on inventory levels, pilferage of stock,

effective money collection etc. Having common software at the

BPO centres to handle accounts of all international hotels,

would result in effective MIS generation and streamlining

processes of critical functions.

Future source of revenue generation: At the initial stage, this

BPO centre would function as a cost-controlling initiative rather

than a revenue generating function. But down the line, once

expertise is gained and our own software is developed, we

intend to sell such synchronised MIS and software packages toother hotels. Our franchisee network would serve as another

source of revenue generation as we undertake their accounting

work as well at our BPO centre.

Thus, with a strong MIS system in place, it would enable us to

manage information systems and compute resources proficiently.

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2004 2005 2004 2005

Total revenues (Rs mn) PAT (Rs mn) EPS (Rs)PBDIT (Rs mn)

(Rs. '000)

PARTICULARS AUDITED AUDITED AUDITED AUDITED AUDITED

MAR-01 MAR-02 MAR-03 MAR-04 MAR-05

Paid up Share Capital 50,100 50,100 50,100 50,100 64,788

Reserves (excluding revaluation reserve) 8,140 41,160 73,729 189,062 268,825

Total Revenues 48,615 87,716 111,635 127,463 183,479

PBDIT 32,082 59,540 62,939 48,941 67,927PBIT 31,585 58,206 61,058 46,179 65,267

PBT 31,585 58,111 60,769 45,969 65,174

PAT 31,455 58,070 60,730 45,969 65,174

EPS 6.28 5.80 6.06 3.55 5.03

2004 20052004 2005

183.

48

127.

47

65,

17

45.

97

5.

03

3.

55

67,

93

48,

94

Financials Highlights

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Corporate Information

BOARD OF DIRECTORS

Mrs. Vidya Moravekar Chairperson & Managing Director

Mr. Arun Tari Wholetime Director

Mr. Siddhartha Moravekar Director

Mr. Bhupendra Patel Director

Mr. Vilas Mitbawkar Director

Mr. Mehul Parekh Director

Ms. Hemlatha Sawant Director

COMMITTEES OF THE BOARD

Audit Committee Remuneration Committee Investors Grievance Committee

Parekh M. Chairman Parekh M. Chairman Parekh M. Chairman

Sawant H. Member Sawant H. Member Moravekar S. Member

Mitbawkar V. Member Mitbawkar V. Member Tari A. Member

Shah K. Secretary Shah K. Secretary Shah K. Complianceofficer

COMPANY SECRETARY AUDITORSMr. Kiranchandra Shah M/s. H. H. Topiwala & Co.

Chartered AccountantsBRANCHES

USA, New Zealand, STOCK EXCHANGE(S)United Arab Emirates The Bombay Stock Exchange

BANKERS REGISTERED OFFICEABN AMRO Bank 114, Kalyandas Udyog Bhavan,ICICI Bank Ltd. Near Century Bazaar,HDFC Bank Prabhadevi, Mumbai 400 025Bank of Maharashtra Maharashtra

REGISTRAR & SHARE TRANSFER AGENTS ANNUAL GENERAL MEETINGM/s. Sharex Dynamic (India) Private Ltd. The 30th September 2005 at 11.30 hrs.17/B, Dena Bank Building, 2nd Floor, at 114, Kalyandas Udyog Bhavan,Horniman Circle, Fort, Near Century Bazaar, Prabhadevi,

Mumbai 400 001. Mumbai 400 025.

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