Company Details

Company Domicile: Isle of Man

Company Address:
Third Floor, Britannia House
St George's Street
Douglas, IM1 1JE
Isle of Man
British Isles

Investment Manager:
Charlemagne Capital (IOM) Limited
St Mary's Court, 20 Hill Street
Douglas, IM1 1EU
Isles of Man
British Isles

Placing Agent:
Charlemagne Capital (UK) Limited
39 St James's Street
London, SW1A 1JD
United Kingdom

Custodian:
Anglo Irish Bank Corporation (International) plc
Jubilee Buildings
Victoria Street
Douglas, IM1 2SH
Isle of Man
British Isles

Registered Number: 118539C

Board of Directors:
Shankar Dey (Non-executive Chairman)
James Rosapepe (Non-executive Director)
Anderson Whamond (Non-executive Director)
Jonathan Bradley (Non-executive Director)

Nominated Adviser and Broker:
Panmure Gordon (UK) Limited
Moorgate Hall
155 Moorgate
London, EC2M 6XB
United Kingdom

Administrator and Registrar:
Galileo Fund Services Limited
Third Floor, Britannia House
St George's Street
Douglas, IM1 1JE
Isle of Man
British Isles

Auditors:
KPMG Audit LLC
Heritage Court, 41 Athol Street
Douglas, IM99 1HN
Isle of Man
British Isles

Naya Bharat Property Company plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 8 December 2006 as a public company with registered number 118539C.

The Company's agents and the Manager perform all significant functions. Accordingly, the Company itself has no employees.

The Company has obtained legal and tax advice as to the most efficient way to structure investments made by the Company. The affairs of the Company are conducted so that the central management and control of the Company is exercised in the Isle of Man. However, the Company has established two subsidiaries for investment holding and/or tax purposes in Mauritius.

The Board comprises four non-executive directors as follows:

Shankar Dey (Non-executive Chairman) aged 55 has over 30 years' experience in the Indian banking and finance industry.

After a long career with Citibank in India and overseas, Mr Dey joined Peregrine Capital India where, from December 1994 to February 1997, he worked as deputy managing director responsible for setting up and managing the corporate finance, advisory, mergers and acquisitions and capital markets businesses following which, in February 1997, he was appointed Managing Director and Chief Executive Officer both of which positions he held until May 1998. In May 1998 Mr Dey moved to N.M. Rothschild & Sons (India) where he was Chief Executive Officer until March 2001. In this capacity his primary focus was on mergers and acquisitions and providing advisory services to leading international and local corporates mainly in the telecommunications, power, oil and gas, transport and financial services sectors.

From April 2001 to March 2004 Mr Dey was a consultant providing independent services which involved fund raising, corporate valuation, restructuring and mergers and acquisitions. In March 2004 he was appointed Chief Financial Officer with Tata Sky Limited which involved the setting up and structuring of a joint venture between the Tata Group of India and Newscorp for direct-to-home television in India. Subsequently, from December 2005 to August 2006 Mr Dey worked for Essar, a leading diversified Indian business group, in the area of business development. In February 2007 Mr Dey joined EFG International as a consultant for setting up their Indian operations and is now Chief Executive Officer for India.

James Rosapepe (Non-executive Director) aged 58 is an entrepreneur with extensive experience in US public service at the national, state, and local levels. From 1995 to 1997 he chaired the investment committee of the Albanian American Enterprise Fund, a US$30 million private equity fund. From 1998 to 2001 he was the US Ambassador to Romania. A business owner and investor before his appointment as an Ambassador, Mr Rosapepe has participated in financing real estate projects and investing in commercial banks and businesses in the US and Europe. He currently serves on the boards of two publicly-traded property investment companies.

Anderson Whamond (Non-executive Director) aged 49 has over 25 years' experience in the banking and financial sector. He began his career in 1983 at White Weld Securities (part of the CSFB group) before joining Salomon Brothers International in London in 1986 and then Morgan Stanley International in 1989 where he was a principal in charge of convertible bond trading. He joined Peregrine Securities International (UK) Limited in 1993, relocating to Hong Kong in 1996 to run the equity trading businesses of Peregrine Investment Holdings Limited and becoming a director of the executive committee of the Peregrine group in 1997. In 1998 Mr Whamond joined the Regent Pacific Group, a Hong Kong listed international emerging markets investments group as head of corporate investments and relocated to the Isle of Man. He subsequently left that company in August 2000 to pursue his own interests.

Mr Whamond joined the Charlemagne Group in 2002 and was a director of AIM quoted Charlemagne Capital Limited until March 2009. He remains a non-executive director of Charlemagne Capital (IOM) Limited and is also a director of a number of listed and non-listed investment companies.

Jonathan Bradley (Non-executive Director) aged 58 was educated at Bristol and Oxford Universities. He commenced his career as an analyst and then investment manager with Morgan Grenfell & Co. Limited. He then joined Tyndall Group PLC as an investment manager and was later appointed group investment director. In 1990 Mr Bradley left to work as an independent business consultant and university lecturer specialising in emerging economies. He is a Dean at the University of the West of England, and a member of the Council of the European Centre for Peace and Development. He is the author of a number of publications on investment and economic topics.

CORPORATE GOVERNANCE

The Directors recognise the value of the Combined Code and will take appropriate measures to ensure that the Company complies, so far as it is possible and appropriate, given the Company's size and nature of business, with the Combined Code. The Directors are aware of the risks inherent in the Company's business and understand the importance of identifying and evaluating these risks. The Board has adopted procedures and controls to enable it to manage these risks.

The Board has established an audit committee, comprising not less than two offshore directors of the Board.

The Board will review the level of fees paid to Non-executive Directors.