History of HOV Services Ltd.

The Comp. was incorporated in 1989 under the Companies Act, 1956 as Codec Communications Private Limited under registration number 25-14448 by Anil Rajadhyaksha & Sunil Rajadhyaksha. The Comp. commenced its operations as a software services Comp. on January 10, 1989. The name of Comp. was changed to HOV Services Private Limited on February 27, 2006. The Comp. became a public Comp. on January 5, 2006 & the name of Comp. was changed to HOV Services Limited on March 9, 2006.

On January 31, 2002 Digital Boardwalk Incorporated [a Comp. created as an acquisition vehicles] acquired 1,694 shares of Comp. of face value Rs. 100 comprising 100% of issued & outstanding shares of Company, which were held by Anil Rajadhyaksha & Sunil Rajadhyaksha for a consideration of USD 36,460. Upon completion of acquisition, the Company retained the services of Anil Rajadhyaksha & Sunil Rajadhyaksha. Anil Rajadhyaksha has since resigned from the Board of Company, while Sunil Rajadhyaksha continued as one of Promoters of Company. Subsequent to this acquisition, the Comp. entered into the BPO market and became a 100% export oriented Comp. approved under the STPI Scheme.

As of January 1, 2006 Digital Boardwalk Incorporated transferred the shares of the Comp. to HOF 2, LLC a Limited Liability Comp. incorporated under the laws of State of Nevada controlled by HandsOn Ventures, LLC.

HandsOn Ventures, LLC, ['HandsOn's] is a private equity group based in the US, 100% of membership interest of which is owned by Parvinder S. Chadha & his family members & managed by a seven member management team of which four members are our Promoters. These four members have to date contributed the equity for all acquisitions undertaken by HandsOn.

HandsOn is focussed on acquiring companies in the F and A segment of BPO sector.

Since 2002, HandsOn has acquired existing businesses & continues to pursue a policy of growing the business inorganically; by augmenting the overall business & the services that may be offered to customers by acquired businesses.

Typically, HandsOn incorporates an acquisition company, specifically to acquire the stock of target company. These acquisition entities are owned by HandsOn Fund, LLC. The beneficial interest in this acquisition Comp. is owned by members & managers of HandsOn who have contributed the equity for acquisitions. HandsOn Fund, LLC holds the stock of the acquisition companies for a specified period, & upon the expiry of such period the stock of acquisition companies are then transferred to entities that are owned by such managers & members of HandsOn who have contributed equity & such managers of HandsOn who are entitled to equity based on their individual performance.

Presently, the Company Promoters at all times own the beneficial interest in the acquisition companies. As & when decided by Promoters, the acquisition companies are reorganised to pass the ownership of operating companies to the Promoters, members & managers of HandsOn. This is typically done through entities that are controlled by Promoters & such members & managers.