Keynote Corporate Services Ltd

The Company is engaged in various Investment Banking activities such as IssueManagement, Loan/Lease Syndication, Private Equity/Venture Capital Syndication, Mergers& Acquisitions, Capital Restructuring, Corporate Advisory Services and other MerchantBanking activities. The Company is a SEBI registered Category I Merchant Banker since1993. The Company has emerged as one of the full service boutique Investment Banks and hascarved a niche for itself in Small and Medium enterprises segment. The company has builtan enviable track record over the last 16 years and services some of the reputed businesshouses in India. With the buoyancy in the capital market, the Company has been able toobtain good mandates from various corporates.

The Company has 100% subsidiary, Keynote Capitals Limited, which is an integratedbroking house. Keynote Capitals Limited, is a member of National Stock Exchange of IndiaLtd., in capital market segment (Cash & Derivate), Composite member of Bombay StockExchange Ltd., in capital market segment (Cash & Derivate) and debt market segment.Keynote Capitals Limited, is also a sponsored member of Over the Counter Exchange ofIndia. Keynote Capitals Limited, is a Depository Participant of Central DepositoryServices (India) Ltd.

Keynote Capitals Limited, has three wholly owned subsidiaries namely [1] KeynoteCommodities Limited [2] Keynote Wealth Management Limited [3] Arteries Insurance BrokingLimited.

Keynote Commodities Limited, has acquired a membership of Multi- Commodity Exchange andcommenced the operations in the said area.

Keynote Wealth Management Limited, has 16 locations distributing the entire gamut offinancial products to retail clients.

Arteries Insurance Broking Limited, exclusively engaged in insurance distribution. TheCompany specializes in distribution of all life insurance products and general insuranceproducts and thus intends to be an IRDA registered insurance broker soon. The Companythrough its continued experience in the field studies all insurance products with respectto returns, risks, security, premium, timing of cash flows, etc. and is capable ofrecommending the best fit based on clients needs and expectations. The Company can alsoassists its clients in effective claims management.

The initiative in segment of distribution of financial products through subsidiaries iscomplimentary to the business of the company. The distribution foray will enhance abilityof company to further penetrate in the large market for capital raising through IPO's andotherwise.

The management is confident that with the strong base and continuous improvement ineconomic conditions, the Company will be able to perform well infuture.

Details of the Directors seeking appointment/re-appointment in the forthcoming AnnulGeneral Meeting.

To the Members of Keynote Corporate Services Ltd.

We have examined the compliance of conditions of Corporate Governance of KeynoteCorporate Services Ltd., for the year ended 31st March 2009, as stipulated in Clause 49 ofthe Listing Agreement of the said Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to a review of the procedures and implementationthereof, adopted by the Company for ensuring compliance with the conditions of theCorporate Governance as stipulated in the said Clause. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the representations made by the Directors and the Management, wecertify that the Company has complied with the conditions of Corporate Governance asstipulated in Clause 49 of the above-mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants ofIndia, we have to state that while the Shareholders / Investors Grievance Committee hasnot maintained records to show the investor grievance pending for a period of one monthagainst the Company, the Registrars of the Company have maintained the records of investorgrievances and certified that as at 31st March, 2009, there were no investor grievancesremaining unattended / pending for more than 30 days.

We further state that such compliance is neither an assurance as to the futureviability of the company nor of the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.