Dear Members, The Directors have pleasure in presenting their Annual report and Audited Accounts for the year ended December 31, 2014.

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1 DIRECTORS REPORT Dear Members, The Directors have pleasure in presenting their Annual report and Audited Accounts for the year ended December 31, FINANCIAL HIGHLIGHTS: Particulars RMB Yuan * Total Income 1,910, ,221 Profit/(Loss) before Tax (405,077) (392,813) Less : Tax Net Profit/(Loss) after Tax (405,077) (392,813) Add: Balance b/f from previous year (392,813) Balance to be carried forward (797,890) (392,813) * For the period June 28, 2013 till December 31, CAPITAL & FINANCE: During the year under review, an investment of USD 80,000 was made by Larsen & Toubro Infotech Limited, the parent company, towards the equity capital of the Company. 3. STATE OF COMPANY AFFAIRS: The total income for the financial year under review was RMB 1.91 Mn as against RMB 0.16 Mn. for the previous financial year. The loss for the current year was RMB 0.4 Mn as against loss of RMB 0.39 Mn. for the previous financial year. The loss for current year is primarily due to the fact that the revenue is not yet sufficient to meet operating expenses. 4. DIVIDEND: The Directors do not propose the payment of any dividend during the year ended December 31, AUDITORS: M/s Shanghai Linfang Certified Public Accountants Co., Ltd. are the auditors of the Company. They will continue to be auditors of the Company for the ensuing financial year. 6. DIRECTORS RESPONSIBILITY STATEMENT: The Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts on a going concern basis; e) The Directors have laid down an adequate system of internal financial control with respect to reporting on financial statements and the said system is operating effectively ; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively. 7. ACKNOWLEDGEMENT Your Directors acknowledge the invaluable support extended by the Government authorities in China and take this opportunity to thank them as well as the customers, supply chain partners, employees, Financial Institutions, Banks and all the various stakeholders for their continued co-operation and support to the Company. Date: March 5, 2015 For and on behalf of the Board MAKARAND DEOLALKAR Director S-1

2 REPORT OF THE AUDITORS To the Board of Directors of L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO., LTD. We have audited the accompanying financial statements of L&T Information Technology Services (Shanghai) Co., Ltd. (the Company ), which comprise the Balance Sheet as at 31 December 2014, the income statement, Cash Flow Statement and statement of changes in equity for the year then ended and notes to these financial statements. 1. Management s Responsibility for the Financial Statements The Company s management is responsible for preparation and fair presentation of these financial statements, such responsibility includes: (i) ensuring that the Financial Statements are properly prepared in conformity with the Accounting Standards for Small Business Enterprises and are presented fairly (ii) designing, implementing and maintaining internal control relevant to the preparation of financial statements to ensure the financial statements are free of material misstatement, whether caused by fraud or error. 2. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the China Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3. Audit opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of L&T Information Technology Services (Shanghai) Co., Ltd. as at 31 December 2014, and its financial performance and its cash flows for the year then ended in accordance with the Accounting Standards for Small Business Enterprises. Zhang xiaozhuan Certified Public Accountant Guo Zhong, China Certified Public Accountant Shanghai Linfang Certified Public Accountants Co., Ltd. 15F, Hechuang Building, No. 450 Caoyang Road, Shanghai China March 5th, 2015 S-2

3 BALANCE SHEET AS AT 31 DECEMBER 2014 (All amounts in RMB Yuan unless otherwise stated) ITEM Notes Current assets: Cash at bank and in hand 5 417, , Accounts receivable 6 459, Other receivables 7 16, Total current assets 894, , TOTAL ASSETS 894, , Current liabilities Accrued payroll 8 30, Taxes payable 9 56, , Other payables , , Total current liabilities 984, , TOTAL LIABILITIES 984, , Owners' equity Paid-in capital , , Foreign capital 707, , Undistributed profits 12 (797,891.22) (392,812.57) Total owner s equity (89,986.22) (176,827.57) TOTAL LIABILITIES AND OWNERS' EQUITY 894, , The accompanying notes form an integral part of these financial statements. Legal Representative: Person in charge of accounting function: Person in charge of accounting department: S-3

4 INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014 (All amounts in RMB Yuan unless otherwise stated) Notes Year ended Year ended Total operating revenues 1,910, , Incl.: Operating revenues 1,910, , Incl.: Revenues from main operation 13 1,910, , Less: Total operating costs 2,327, , Incl.: Operating costs Cost of operation 170, Incl.: Costs of main operation 170, Operating tax and its additions 4, General and administrative expenses 2,139, , Finance expenses 13, , Add: Return on investment Operating Profit (416,335.70) (392,812.57) Add: Non-operating incomes 11, Less: Non-operating expenses Total profit (405,078.65) (392,812.57) less: Income tax expenses Net profit (405,078.65) (392,812.57) The accompanying notes form an integral part of these financial statements. Legal Representative: Person in charge of accounting function: Person in charge of accounting department: S-4

5 CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2014 (All amounts in RMB Yuan unless otherwise stated) Year ended Year ended Cash Flows from Operating Activities Cash received from sales of goods or rendering of services 1,508, , Cash received relating to other operating activities 10, Sub-total of Cash Inflows 1,518, , Cash paid for goods and services Cash paid to and on behalf of employees 1,027, , Payments of taxes and levies 39, , Cash paid relating to other operating activities 690, , Sub-total of Cash Outflows 1,757, , Net Cash Flows from Operating Activities (239,076.46) (50,907.57) 2. Cash Flows from Investing Activities Net Cash Flows from investing Activities 3. Cash Flows from Financing Activities Cash received from capital contribution 491, , Sub-total of Cash Inflows 491, , Net Cash Flows from Financing Activities 491, , Effect of Foreign Exchange Rate Fluctuation on Cash 5. Net Increase (decrease) in Cash and Cash Equivalents 252, , Add: Cash and cash equivalents at the beginning of the reporting period 165, Cash and Cash Equivalents at the end of the reporting period 417, , The accompanying notes form an integral part of these financial statements. Legal Representative: Person in charge of accounting function: Person in charge of accounting department: S-5

6 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014 (All amounts in RMB Yuan unless otherwise stated) PAID-IN CAPITAL CAPITAL SURPLUS SURPLUS RESERVE RETAINED EARNINGS TOTAL Closing Balance at 31 December 2012 Beginning Balance at 1 January 2013 Net profit (392,812.57) (392,812.57) Other comprehensive income Capital contribution or reduction by owners 215, , Capital contribution by owners 215, , Profit appropriation Transfer between equity components Movements in year , (392,812.57) (176,827.57) Closing Balance at 31 December , (392,812.57) (176,827.57) PAID-IN CAPITAL CAPITAL SURPLUS SURPLUS RESERVE RETAINED EARNINGS TOTAL Closing Balance at 31 December , (392,812.57) (176,827.57) Beginning Balance at 1 January , (392,812.57) (176,827.57) Net profit (405,078.65) (405,078.65) Other comprehensive income Capital contribution or reduction by owners 491, , Capital contribution by owners 491, , Profit appropriation Transfer between equity components Movements in year , (405,078.65) 86, Closing Balance at 31 December , (797,891.22) (89,986.22) The accompanying notes form an integral part of these financial statements. Legal Representative: Person in charge of accounting function: Person in charge of accounting department: S-6

7 NOTES TO THE 2014 FINANCIAL REPORTS (All amounts are stated in RMB Yuan unless otherwise stated) 1 GENERAL INFORMATION AND PRINCIPAL ACTIVITIES L&T Information Technology Services (Shanghai) Co., Ltd.( the Company ) is a wholly owned foreign enterprise incorporated by LARSEN & TOUBRO INFOTECH LIMITED. The Company was registered at Shanghai Administration of Industry and Commerce, and obtained the Business License for Enterprise as a Legal Person No on June 28th The registered capital is USD and the residential address for the Company is No 2 XingXian Road Jiading Industry Zone Shanghai. The Company has an approved operating period of 10 years. The Company s approved scope of business operations includes Computer software (video, publication except) design, development, production, sales of own products and provide after sale service, the commission agent products and computer hardware (excluding auction), enterprise management consulting, business information consulting, computer information engineering technical consultation and services, to undertake service outsourcing in system management and maintenance technical support, information management, software development, data processing. (not related to the management of state-run trade goods; involving quota, license management of goods, in accordance with relevant state regulations apply; involving administrative approval, permit to operate). 2 BASIS OF PREPARATION The financial statements have been prepared in accordance with the Accounting Standards for Small Business Enterprises. 3 PRINCIPAL ACCOUNTING POLICIES (a) Accounting period The Company s accounting year starts on 1 January and ends on 31 December. (b) Recording currency The recording currency of the Company is the Renminbi (RMB). (c) Basis of accounting and measurement bases The Company follows the accrual basis of accounting. Assets are initially recorded at actual costs on acquisition and subsequently adjusted for impairment, if any. (d) Foreign currency translation Except for the accounting treatment of paid-in capital, foreign currency transactions are translated into RMB at the exchange rates stipulated by the People s Bank of China ( the stipulated exchange rates ) on the day in which the transactions took place. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are translated into RMB at the stipulated exchange rates at the Balance Sheet date. Exchange differences arising from these translations are expensed, except for those attributable to foreign currency borrowings that have been made specifically for the construction of fixed assets, which are capitalized as part of the fixed asset costs and those arising in the pre-operating period, which are recorded as long-term deferred expenses. Contributions to paid-in capital made in foreign currencies are translated into the RMB denominated paid-in capital account at the stipulated exchange rates at the contribution dates. Exchange differences arising from foreign currency capital contribution should be recognized as capital surplus. (e) Cash and cash equivalents For the purposes of the Cash Flow Statement, cash refers to all cash in hand and all deposits. Cash equivalents refer to short-term and highly-liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (f) Receivables and provision for bad debts Receivables comprise accounts receivable and other receivables. The provision method is used to account for potential bad debts identified by management. Receivables are presented at actual amounts net of provision for bad debts. Accounts receivable and Other receivable comprises related party receivables and receivables from non-related parties. Where evidence exists that balances cannot be recovered due to the debtor s de-registration, bankruptcy, insolvent and death, etc., bad debts are recognized and corresponding provision for bad debts is written off after the approval of the Company s general manager or the board pursuant to the authorization policies established in the Company. (g) Revenue recognition Revenue from the rendering of services shall be recognized at the time of service provided and consideration received or receivable. (h) Employee benefit The full-time employees of the Company are entitled to staff welfare benefits under existing PRC legislation, including pension benefits, medical care, unemployment insurance, housing fund and other benefits. S-7

8 NOTES FORMING PART OF ACCOUNTS (Contd.) The Company is required to accrue for these benefits based on certain percentages of the employees salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, these benefits are levied by the human resource and social security bodies. The contributions are expensed as incurred. (i) Accounting for income taxes The Company accounts for enterprise and local income taxes using the tax payable method. Under the tax payable method, tax expense is recognized based on current period taxable income and tax rates. 4 TAXATION (a) Corporate income tax The applicable enterprise income tax rate is 25%. (b) Value added tax The Company for the small scale taxpayers of value added tax, the tax rate is 3%, the input tax shall be credited against. (c) Individual income tax Employees income is subject to individual income tax, and the Company withhold amounts from employees and send the withheld amounts to the tax authorities. 5 MONETARY ASSETS Cash at bank 417, , TOTAL 417, , ACCOUNTS RECEIVABLE TOTAL 459, The ageing as at year end are as follows: Amount % Amount % Within 1 yr 459, % TOTAL 459, % 7 OTHER RECEIVABLES TOTAL 16, OTHER RECEIVABLES Cash at bank 417, , TOTAL 417, , The ageing as at year end are as follows: Amount % Amount % Within 1 yr 16, % TOTAL 16, % S-8

9 8 ACCRUED PAYROLL Wages payable 30, TOTAL 30, TAXES PAYABLE Taxes Value added tax 24, , City maintenance Education surcharge payable Local education surcharge payable River maintenance fee Individual income tax 30, , TOTAL 56, , OTHER PAYABLES TOTAL 897, , PAID-IN CAPITAL Name of Investor Registered Registered Capital Capital (USD) (RMB) Registered Capital (USD) Registered Capital(RMB) LARSEN & TOUBRO INFOTECH LIMITED 115, , , , TOTAL 115, , , , UNDISTRIBUTED PROFITS Undistributed profits at beginning of year (392,812.57) Current year net profit (405,078.65) (392,812.57) Distributable profit (797,891.22) (392,812.57) Undistributed profits at the end of year (797,891.22) (392,812.57) 13 REVENUES FROM MAIN OPERATION Item Consulting Service 1,910, , TOTAL 1,910, , S-9

10 SUPPLEMENTARY INFORMATION PROVIDED BY THE MANAGEMENT ADJUSTMENTS TO INCOME BEFORE TAX (All amounts in RMB Yuan unless otherwise stated) account or subaccount name Description Adjusted Remarks (Reference included) amount for taxable income Increases to the taxable amounts Other Payables Accrued Expenses 524, Accrued Payroll Accrued Payroll 30, Non-operating expenses Penalty Total increases to the taxable amount 555, Other Payables Accrued DTT accounting and tax services 311, Other Payables Accrued financial audit and foreign exchange audit 10, fee for 2013 Other Payables Accrued John's travel transportation fee 10, Total decreases to the taxable amount 331, Adjustments - net 223, Audited income before tax (405,078.65) Adjusted taxable income before tax (181,175.68) Note: The taxable income shall be finally settled by tax authorities. S-10