Analyst Meet, Mumbai December 2, 2002

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Analyst Meet, Mumbai December 2, 2002
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Disclaimer

• Some of the statements in this document, except
  for the historical information, may be
  forward-looking statements. These forward-looking
  statements include references to growth
  projections, plans, strategies, intentions and
  beliefs concerning our business and operating
  environment. There are risks, uncertainties and
  other factors that may cause actual results to
  differ materially from those projected by these
  forward-looking statements. These risks include,
  but are not limited to, the level of market
  demand for the companys services, competitive
  environment in the companys operating areas,
  market conditions, the companys ability to grow
  its existing businesses and to create, acquire
  and build new businesses, ability to attract,
  recruit and retain qualified and highly skilled
  employees, changes in technology, regulatory
  policy changes, currency fluctuations and market
  conditions in India and elsewhere around the
  world, and other risks not specifically mentioned
  herein but are common to the industry. These
  statements are based on information currently
  available to us, and we assume no obligation to
  update these statements to reflect changed
  circumstances in future.

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We did a bit of crystal ball gazing on the
questions you would have
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Are we off the mark on the merger ?

• Why was there a delay?
• What is the deal?
• How does this merger fit into the strategic
  architecture of Polaris?
• What are the hidden assets?
• Does it strengthen Polaris business model?
• What is the credibility of the Polaris
  management team to successfully integrate and
  execute this merger?
• 90 of mergers fail, Why should this be any
  different?
• What are the challenges going forward?
• What is in it for the Polaris Investor?

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We were busy making it happen!

• MOU was signed on May 22, 2002
• Complex transaction
• Citigroup an investor as well as a customer
• Spin-Off as well as MA
• Complex legal documentation
• Despite all rumors
• Both parties did not waver and remained fully
  committed to consummate the merger
• Strong support for merger at the highest levels
  in Citigroup
• Share Holders Agreement signed on Oct 26, 2002

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2. The Deal Version 2.0

• 42.65 new shares of Polaris will be exchanged for
  100 shares of OrbiTech
• Polaris shareholders will own 52.75 and OrbiTech
  shareholders will own 47.25 in the merged entity
• Citigroup will have power to exercise only up to
  29.99 voting rights
• Promoters and employees will have 38.5 voting
  rights
• The merged entity will be an independent company,
  continued to be called Polaris Software Lab Ltd
• Merger agreement effective date November 1, 2002
• Citigroup will be a financial investor only, full
  management control with Polaris

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Let us step back
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Year 1997 The architecture for a leading BFSI
player
Branding
Leadership
Strategy
COMPETENCIES
CAPABILITIES
Domain
Technology
Delivery
Quality
Speed
RESOURCES
Infrastructure
Financial
Human
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Dreams to Reality
Goals
Achievements

• 1997
• Rs. 100 crore revenues by 2000

• Achieved Rs. 160 crore in FY 2000

• 1998
• Expand Global Reach by 2003
• Set up Australia and Europe offices
• Set up 3 global ODCs
• Ramp up to 2,000 people by 2004
• Add 35,000 ft2 infrastructure per year
• Go Public by 2000

• Australian and European offices in 2000
• 2 global ODCs operational in 2001
• Achieved in 2001
• Addition of 500,000 ft2 facilities in 2001
• IPO in September 1999

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Dreams to Reality
Goals
Achievements

• 1999
• 250 people in ERP business by 2001
• Banking products and solution segment entry by
  2001
• Tap into growing e-commerce business
• Enhance BFSI product capabilities
• Build accelerated time to market by 2001
• Set up training facilities for technology, domain
  and management skills by 2002
• Continued pursuit of Quality

• Achieved in 2001
• Achieved in 2000
• Polaris WebLab established in 2000
• Alliance with Marshall Isley for EastPoint in
  2000
• Alliance with Deloitte Consulting and Sherwood
  for Insurance
• Component Warehouse initiative
• Nalanda University set up in 2000
• ISO 90012000 in 2000 and prepare for CMMi Level
  5 by 2001

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Years 1997 to 2001 Evolving into a leading
BFSI player
Branding
Leadership

Strategy
COMPETENCIES
CAPABILITIES
Domain
Technology
Delivery
Quality
Speed
RESOURCES
Infrastructure
Financial
Human
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2001 ...
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2001 A watershed year in the IT industry

• Shift from Demand Servicing to Demand Creation
• Outsourcing decision moved from operations to
  strategic level
• Mainframe here to stay
• SCALE and SIZE of service providers are important
  to customers

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Year 2001 New dimension for a global BFSI player
Global Branding
Leadership

Strategy
BUILDING GROWING STRATEGIC PARTNERSHIPS
COMPREHENSIVE OFFERINGS PORTFOLIO
Products
Solutions
Fixed Bid Projects
Business Processes
Strategic Outsourcing



COMPETENCIES
CAPABILITIES
RESOURCES
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Initiatives in calendar 2001

• Q1 2001
• Strategic road map
• 100
• 5
• 7

• Q2 2001
• Organization re-architected
• SRDUs
• SPUs

• Q3 2001
• Strategic sales process defined
• Senior lateral hires

• Q4 2001
• Achieving Worlds First SEI CMMi Level 5
  certification
• Mainframe competency center

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2002 The year of action
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Calendar 2002 Executing our corporate strategy

• Q1 2002
• 2 major relationships signed
• Proactive exploration of MA opportunities
• Top 25 Best Employers Award

• Q2 2002
• Orbitech merger announced
• BPO initiative kicked off
• Revenue growth back on track

• Q3 2002
• Orbitech deal negotiation
• Early wins in Europe and Asia
• Product strategization
• Forbes Best Under Billion

• Q4 2002
• Integration
• Leveraging solution components for Service sales,
  Customer mining
• Expanding BPO
• Brand building

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The Transformational Merger
Polaris
Orbitech
Polaris
Orbitech
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Value creator and multiplier
Services
Client Polaris Value Points
Solutions Enabling FP Bids
Products
Operations
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On our way to a global BFSI player
Global Branding
Leadership

Strategy
BUILDING GROWING STRATEGIC PARTNERSHIPS
COMPREHENSIVE OFFERINGS PORTFOLIO
Products
Solutions
Fixed Bid Projects
Business Processes
Strategic Outsourcing
COMPETENCIES
CAPABILITIES
RESOURCES
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90 of mergers fail Why should this be any
different?

• Orbitech and Polaris have been working as
  partners for 15 years
• People know each other
• Both organizations have similar processes
• Minimal overlap (redundancies) between the
  organizations
• Complementary skills and capabilities
• Integrated vision cultures

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Integration the 100 day saga
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The progress till date

• Integration a distinct business function
• Integration office set up
• Combined visioning exercise completed
• 215 action points defined across 27 key business
  process areas
• 93 completed as of November 29th
• Joint integration sessions in progress (Lakshya)

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The progress till date Already winning clients
together

• A Top European financial institution
• ABN AMRO win
• Orbi suit of product deliver solution for ABN
  AMROs DirectInvest in Belgium
• Launch of DirectInvest, a new retail mutual funds
  initiative for New Growth Markets
• Live in Belgium
• Project to be rolled out in other countries in
  Europe
• Shinsei Group, Japan

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Integration dashboard
Target completion date 10.03.2003
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Managements agenda ...

• Oct-Dec 2002
• Discover
• Integrate
• Resolve

• Jan-Mar 2003
• Product positioning and re-branding
• Win product deals in Asia
• Integration complete
• Court approval

• Jul-Sep 2003
• Structured product entry into US
• Moving towards Leadership

• Apr-Jun 2003
• Structured product entry into Europe
• Global branding
• Strategic outsourcing deal

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Financials SGA impact analysis
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Financials Customer mining
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The Polaris Investor ... Season of Growth and
Stability

• Polaris ranked among Big 5 in the BFSI
  outsourcing space
• Lower costs of marketing and sales
• Comprehensive portfolio offers higher
  predictability and higher growth
• Enhanced brand value leading to enhanced share
  holder value

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Thank you