History of Allsec Technologies Ltd.

Allsec Technologies Limited [`Allsec' or the `Company's] was incorporated on August 24, 1998 as a limited Comp. under the Companies Act, 1956. The Comp. is engaged in the business of providing IT enabled services. The services provided by Company include data verification, processing of orders received through telephone calls, telemarketing, monitoring quality of calls of other call centers, customer services & HR & payroll processing for domestic companies. The Comp. has also invested in a wholly owned subsidiary in USA for purpose of carrying out marketing activities for the Company

The Comp. was incorporated on August 24, 1998 under the Companies Act, 1956 & was issued Certificate for Commencement of Business on October 16, 1998. The registration number assigned to the Comp. on incorporation is 18-41033 of 1998.

Main Objects of Company

1. To design, develop, market & implement computer software packages for clients in India & abroad & to acquire the necessary equipments - hardware & software & related know-how, locally or from overseas.

2. To offer & undertake professional services in India & abroad in the areas of management, computer & information technology and communication services, database services, internet & intranet services including consultancy, system study & analysis, recruitment, training, placements, information processing, maintenance & ail other services arising out of technological advancements in these areas.

3. To buy, sell, market, lease or deal in all manner computer hardware, software, peripherals, communication equipments, computer accessories, training materials, components, spare parts & other electronic items in India & abroad, including internet & intranet systems, satellites & the like & such other products arising out of technological advancements in these areas.

4. To engage in research & development activities relating to management, computer & information technology areas.

Changes in Memorandum of Association

The main objects clause & the objects incidental or ancillary to the main objects of our Memorandum of Association enable us to undertake our existing activities & the activities for which the funds are being raised through this Issue.

Since our incorporation, the following changes have been made to our Memorandum of Association [MOAs]:

Date of shareholder approval Changes

EGM dated March 20, 2000 Increase in authorized share capital & amendment to MOA

EGM dated August 31, 2000 Increase in authorized share capital & amendment to MOA

EGM dated April 3, 2002 Increase in authorized share capital & amendment to MOA

EGM dated January 14,2005 Increase in authorized share capital & amendment to MOA

The details of capital raised by Comp. are given in the section titled 'Capita! Structure' on page 18 of this Red Herring Prospectus.

History & Major Events

The chronology of events since the Comp. was incorporated in August 24, 1998 is as follows:

Year Key Events, Milestones & Achievements

August 1998 Incorporation of Company

February - July 2000 Setting up of 100 seat facility at R. A. Puram, Chennai.

September 2000 First round of venture capital funding from IDBI

September 2000 Incorporation of Allsectech Inc., our 100% owned subsidiary in USA

November 2000 Contracted with our first client

January 2001 Commercial outsourcing operation started at R. A. Puram facility

February 2001 Entered into outsourcing contract with CompuCredit

March 2001 onwards Started operation for CompuCredit processes

August 2001 Setting up of TNPL Facility

October 2001 onwards Commencement of processes in TNPL Facility

March 2002 Second round of funding

March - August 2002 Expansion of R. A. Puram facility from 100 seats to 150 seats completed & facility was operational immediately

April 2002 Setting up of 400 seats at Velachery, Chennai.

September 2002 onwards Commencement of quality assurance pilot process for a Fortune 100 PC manufacturing company

January 2003 Ramp up of quality assurance Process

January 2003 Received ISO 9001:2000 certification

November 2003 Strategic alliance with CompuCredit

December 2003 HR payroll processing for a global IT consulting company, India

March 2004 First technical support process started

January 2005 Revised strategic agreement with CompuCredit.

Shareholder Agreements

The Comp. along with our Promoters [Mr. A. Saravanan & Mr. R. Jagadishs], Euronet LLC [Els] & Kotak Mahindra Venture Capital Fund [KMVCF, through its trustee Kotak Mahindra Private Equity Trustee Limiteds] entered into a Subscription Cum Shareholders Agreement [SSAs] on April 8, 2002. Pursuant to this SSA, 55,000 Equity Shares and 1,332,250 Cumulative Convertible Preference Shares [CCPSs] were allotted to El & KMVCF for a total subscription amount of Rs. 134,875,000 [in two equal tranchess]. The SSA governs the rights & obligations of the parties, inter alia prescribing the basis for conversion of CCPS, conditions precedent, representations & warranties, creation of a Management Stock Option Plan [MSOPs], procurement of term debt facilities, pre-emptive rights of El & KMVCF [including a Right of First Refusal, Tag Along Rights, Drag Along Rights & buyback optionss], rights to nominate Directors on the Board & certain Committees, corporate actions requiring the affirmative vote of El and KMVCF & other operational issues. The aforesaid provisions of this SSA will no longer be valid & shall automatically terminate upon the completion of this Issue.

2005

-Allsec Technologies acquires Bangalore-based B2K Corporation -Allsec Technologies Limited has informed that Mr.Dilipkumar B Patel, company Director has resigned from the Board of Directors of Comp. & his resignation was recorded by Board in its meeting held on October 19,2006.

2008

-Allsec Technologies Ltd has has appointed Mr. Mahesh Parasuraman the nominee of Investor M/s. First Carlyle Ventures Mauritius as additional director of Company.