History of ACE Software Exports Ltd.

Ace Software Exports Limited was incorporated on 17th August 1994 as a public limited Comp. by Mr. Sanjay Dhamsania, Mr. Vikram Sanghani & Mr. Jay Sanghani. The company received certificate of commencement of business dated September 23, 1994 from Registrar of Companies, Gujarat, Dadra & Nagar Haveli. They were engaged in the business of database creation since October 1992 under the Partnership Firm, Ace Software Exports. Ace Software Exports, the Partnership Firm has exported 100% of its production to Apex Data Services Inc., U.S.A. since inception.

Ace Software Exports Limited has acquired the fixed assets and the running business of Partnership Firm. The Company has signed a fresh Agreement with Apex Data Services Inc. for buy-back of 100% of its production.

There is no agreement for takeover of business from Ace Software Exports. The Assets acquired by Comp. from the firm & the basis of transfer is as under.

Computer & office equipments of Rs.48.07 lacs have been acquired by company. These have been sold by firm at book value without any revaluation.

240 Equity shares each of Rajkot Computer Education Pvt. limited & Ace Computer Education Pvt. limited acquired at a cost of Rs.15 lacs & Rs.25 lacs respectively. These companies have been promoted by promoters & are under the same management. These have been transferred at book value which represents cost of acquisition to the partnership firm.

* 240 Equity Shares [Face value Rs.100/-s] 15,00,000 of Rajkot Computer Education Pvt. Ltd., Rajkot. The valuation of 240 shares acquired by company is arrived at by Comp. on the following basis which was done on March 31, 1995

i - Equity Capital 50,000 II - Reserves & Surplus 1,27,471 III - Capital Expenditure written off in the books upto 31/03/95 [Approx. Values]

a. Software 40,000 b. Technical Know-how 95,000 c. Technical Reference Material 1,00,000 d. Courseware Material 35,000

2,70,000 IV - Differential cost of replacement of fixed assets

a. Furniture 5,41,848 b. Plant & Machinery & office equipments 1,94,853 c. Building 15,86,812

23,23,513

V - Goodwill 6,00,000

Total 33,70,984

Net Asset Value Per Share [33,70,984/500s] is Rs.6,742/- Cost of purchase per share [15,00,000/240s] is Rs.6,250/-

* 240 Equity Shares [Face value Rs.100/-s] of 25,00,000 Ace Computer Education Pvt. Ltd., Ahmedabad.

The valuation of 240 shares acquired by Comp. is arrived at by Comp. on the following basis which was done on March 31, 1995

i - Equity Capital 50,000 II - Reserves & Surplus 5,61,565 III - Capital Expenditure written off in the books upto 31/03/95 [Approx. Values]

a. Software 6,65,000 b. Technical Know-how 1,95,000 c. Technical Reference Material 2,50,000 d. Courseware Material 1,50,000

12,60,000 IV - Differential cost of replacement of fixed assets

a. Furniture 6,47,909 b. Plant & Machinery & office equipments 2,94,550 c. Building 23,59,000 33,01,459

V - Goodwill 8,00,000

Total 59,73,024

Net Asset Value Per Share [59,73,024/500s] is Rs.11,946/- Cost of purchase per share [25,00,000/240s] is Rs.10,417/-

PRESENT BUSINESS OF THE COMPANY

The main area of operations which were carried out in the Partnership Firm, which now will be carried out by the Company has been the development of Software as per the clients' specifications. In software, the Company's specialisation has been in creation of databases.

The Promoters have earlier handled a large number of assignments which include creation of Regulatory & Legal Databases, Financial Reports, Historical Literary databases for systems ranging from PC based CD-ROM Products to On-Line Mainframe products including workstation based Full - text search & Retrieval Systems for entities based in the United States, viz. Nuclear Power Plants, Leading Corporations, CD-ROM manufacturers etc.

The Comp. has perfected the technology for delivering quality products to its clients. It guarantees 99.995% accuracy, less than one error in twenty thousand, and routinely delivers 100% accurate work.

MAIN OBJECTS OF THE COMPANY

The main objects of Comp. as stated in the Memorandum & Articles of Association of Comp. are:

1. To carry on the business of Exporters, Importers, Lenders & Hirers, Traders, Dealers, Buyers, Sellers, Commission Agents, Contractors, Sub-Contractors, Repairers of Computer Software & Hardware, Data Processing, Computer Aided Designs [CAD], Computer Aided Manufacturing [CAM], Conversion of all types of Engineering/Drawings to Electronic Media & other allied peripherals & media products of all types & telecommunication.

2. To establish & run data processing/computer centers and to offer consultancy & data processing & other services that are normally offered by data processing/computer centers to industrial, business and other types of customers & to import training on electronic data processing computer software & hardware, to customers & others. To conduct seminars, conferences for all matters relating to computer hardware, software and other related matters.

The present & the proposed activities of Comp. as laid out above are within the purview of Objects of the company as set out in the main objects clause of the Memorandum of Association of Company.

SUBSIDIARY

The Comp. doesn't have any subsidiary.

2003

-Board of Directors approves buyback of shares