STATEMENT OF TAX BENEFITS To,

Asian Business Exhibition & Conferences Limited 530, Laxmi Plaza,

Laxmi Industrial Estate, New Link Road, Andheri West, Mumbai-400 053 India

Re: Possible Tax Benefits available under the existing tax laws to the Company and the Shareholders on Initial Public Offering (the “IPO”) of Equity Shares as per SEBI ICDR Regulations.

Dear Sirs,

We hereby report that the enclosed statement states the possible direct tax benefits available to Asian Business Exhibition & Conferences Ltd. (the “Company”) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence the ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill. The benefits discussed in the enclosed statement are not exhaustive. This statement is only intended to provide general information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultant with respect to the specific tax implications arising out of their participation in the issue.

We do not express any opinion or provide any assurance as to whether:

i. the Company or its shareholders will continue to obtain these benefits in future; or ii. the conditions prescribed for availing the benefits have been/would be met with.

Our views are based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do not assume responsibility to up-date the views of such changes.

The contents of the enclosed annexure are based on information, explanations and representations obtained from the Company and on the basis of our understanding of the business activities and operations of the Company and the interpretation of current tax laws.

While all reasonable care has been taken in the preparation of this opinion, we accept no responsibility for any errors or omissions therein or for any loss sustained by any person who relies on it.

This report is intended solely for information and for the inclusion in the Offer Document in connection with the proposed Issue of Equity Shares of the Company as per SEBI ICDR Regulations and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Thanking you, For R. Sanghvi & Co. Chartered Accountants Mr. Rajesh Sanghvi Proprietor Membership No. 41744 Place: Mumbai Date: January 25, 2010

Levy of Income Tax

In India, tax is charged on the basis of the residential status of a person (under terms of the provisions of the Income Tax Act) on his/her total income in the previous year, at the rates as specified in the Finance Act as applicable in the relevant assessment year. An assessment year is a period of 12 months commencing on the first day of April every year ("Assessment Year''). Generally, the previous year means the financial year immediately preceding the Assessment Year.

In general, in the case of a person who is "resident'' in India in a previous year, his/her global income is subject to tax in India. In the case of a person who is "non-resident'' in India, only the income that is received or deemed to be received or that accrues or is deemed to accrue or arise to such person in India, is subject to tax in India. In the case of a person who is "not ordinarily resident'' in India, the income chargeable to tax is the same as in the case of persons who are resident and ordinarily resident except that the income which accrues or arises outside India is not included in his total income unless it is derived from a business controlled or a profession set up in India. In the instant case, the income from the shares of the company would be considered to accrue or arise in India, and would be taxable in the hands of all persons irrespective of residential status. However, applicable Double Taxation Avoidance Agreement (DTAA) may give some relief from tax in India to the non-resident.

Residence in India

An individual is considered to be a resident of India during any financial year if he or she is in India in that year for:

x A period or periods amounting to 182 days or more; or

x 60 days or more if within the 4 preceding years, he/she has been in India for a period or periods amounting to 365 days or more; or

x 182 days or more, in the case of a citizen of India or a person of Indian origin living abroad who visits India; or

x 182 days or more, in the case of a citizen of India who leaves India for the purposes of employment outside India in any previous year.

A Hindu undivided Family (HUF), firm or other association of persons (AOP) is resident in India except where the control and management of its affairs is situated wholly outside India.

A company is resident in India if it is an Indian company formed and registered under the Companies Act, 1956 or the control and management of its affairs is situated wholly in India.

A “Non-Resident” means a person who is not a resident in India.

A person is said to be not ordinarily resident in India in any previous year if such person is:

x a non-resident in India in 9 out of the 10 previous years preceding that year, or has during the 7 previous years preceding that year been in India for a period of, or periods amounting in all to, 729 or less; or

x a Hindu undivided family whose manager has been a non-resident in India in 9 out of the 10 previous years preceding that year, or has during the 7 previous years preceding that year been in India for a period of, or periods amounting in all to, 729 or less.

ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE