8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 14, 2008

MILLENNIUM INDIA ACQUISITION COMPANY INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

333-133189

20-4531310

(Commission File Number)

(IRS Employer Identification No.)

330 East 38th Street

Suite 40H

New York, New York 10016

(Address of principal executive offices and zip Code)

Registrant’s telephone number, including area code: (917) 640-2151

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02

Results of Operations and Financial Condition.

The audited financial statements (the “Financial Statements”) of each of SMC Global Securities Limited (“SMC”) and SAM Global Securities Limited (“SAM” and, together with “SMC”, the “SMC Group”) for the fiscal period ended September 30, 2008, are attached hereto as Exhibits 99.1 and 99.2, respectively.  The Financial Statements are not the financial statements of the registrant.  The registrant’s principal asset is its ownership of a 14.44% equity interest, in each of SMC and SAM.  The remainder of the registrant’s assets are invested in cash and cash equivalents.  

Item 8.01

Other Events.

On November 14, 2008 the registrant issued a press release announcing the release of the Financial Statements by SMC Group, a copy of which is attached hereto as Exhibit [99.3] and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Financial Statements of SMC Global Securities Limited for the fiscal period ended September 30, 2008

99.2

Financial Statements of SAM Global Securities Limited for the fiscal period ended September 30, 2008

99.3

Press Release of Financial Statements [Press release dated November 14, 2008]

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MILLENNIUM INDIA ACQUISITION COMPANY INC. /s/ F. Jacob Cherian
Date:        November 14, 2008	F. Jacob Cherian Chairman and Chief Executive Officer

EX-99.1

SMC Global Securities Limited

Index to Condensed Consolidated Financial Statements

Pages

Statements of Income

2

Balance Sheets

4

Statements of Cash Flows

6

Statements of Changes in Shareholders’ Equity

8

Notes to Financial Statements

9

SMC Global Securities Limited

Condensed Consolidated Statements of Income

(Unaudited)

For the quarter ended September 30, (Rs. in thousands, except per share data)	2007	2008	2008 Convenience translation into US$
Revenues:
Commission income	151,534	161,536	3,478
Proprietary trading, net	150,098	106,099	2,284
Distribution income, net	17,457	12,590	271
Interest and dividends	23,970	68,674	1,478
Other income	961	15,760	339
Total revenues	344,020	364,659	7,850
Expenses:
Exchange, clearing and brokerage fees	67,772	186,983	4,025
Employee compensation and benefits	50,137	96,554	2,079
Information and communication	6,318	13,016	280
Advertisement expenses	5,092	13,947	300
Depreciation and amortization	7,884	12,206	263
Interest expense	17,859	33,743	726
General and administrative expenses	30,201	49,936	1,075
Total expenses	185,263	406,385	8,748
Earnings before income taxes	158,757	(41,726)	(898)
Income taxes	55,059	(4,888)	(105)
Earnings after income taxes	103,698	(36,838)	(793)
Share in profits of equity investee	(71)	(873)	(19)
Earnings before extraordinary gain	103,627	(37,711)	(812)
Extraordinary gain	-	34,176	736
Net income	-	(3,535)	(76)
Earnings per share:
Basic and diluted: Net income	13.81	(0.40)	(0.40)
Weighted average number of shares used to compute basic and diluted earnings per share	7,505,100	8,957,097	8,957,097

                                                                    The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Condensed Consolidated Statements of Income

(Unaudited)

For the six months ended September 30, (Rs. in thousands, except per share data)	2007	2008	2008 Convenience translation into US$
Revenues:
Commission income	266,404	295,519	6,362
Proprietary trading, net	261,708	224,559	4,834
Distribution income, net	22,348	23,880	514
Interest and dividends	46,569	124,866	2,688
Other income	1,642	18,612	401
Total revenues	598,671	687,436	14,799
Expenses:
Exchange, clearing and brokerage fees	115,067	354,433	7,631
Employee compensation and benefits	88,915	173,226	3,729
Information and communication	16,876	23,228	500
Advertisement expenses	13,761	20,040	431
Depreciation and amortization	16,012	25,860	557
Interest expense	31,444	54,048	1,164
General and administrative expenses	42,638	99,132	2,134
Total expenses	324,713	749,967	16,146
Earnings before income taxes	273,958	(62,531)	(1,347)
Income taxes	82,972	(20,399)	(439)
Earnings after income taxes	190,986	(42,132)	(908)
Share in profits of equity investee	6,875	(947)	(20)
Earnings before extraordinary gain	197,861	(43,079)	(928)
Extraordinary gain	62,597	34,712	747
Net income	260,458	(8,367)	(181)
Earnings per share:
Basic and diluted: Earnings before extraordinary gain	26.36	(4.81)	(4.81)
Basic and diluted: Extraordinary gain	8.34	3.88	3.88
Basic and diluted: Net income	34.70	(0.93)	(0.93)
Weighted average number of shares used to compute basic and diluted earnings per share	7,505,100	8,957,097	8,957,097

                                                                    The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Condensed Consolidated Balance Sheets

(Unaudited)

As of (Rs. in thousands)	March 31, 2008	September 30, 2008	September 30, 2008 Convenience translation into US$
Assets
Cash and cash equivalents	53,103	88,891	1,914
Receivables from clearing organisations (net of allowance for doubtful debts of Rs Nil as of March 31, 2008 and Rs Nil as of September 30, 2008)	529,751	267,431	5,757
Receivables from customers (net of allowance for doubtful debts of Rs. 14,034 as of March 31, 2008 and Rs. 34,034 as of September 30, 2008)	1,028,358	1,425,918	30,698
Due from related parties	203,432	355,051	7,644
Securities owned:
Marketable, at market value	865,828	960,091	20,669
Not readily marketable, at estimated fair value	-	-
Commodities, at market value	18,637	135,589	2,919
Derivatives assets held for trading	1,905	-	-
Investments	17,374	51,159	1,102
Deposits with clearing organisations and others	1,927,960	1,909,294	41,104
Property and equipment (net of accumulated depreciation of Rs. 59,991 as of March 31, 2008 and Rs. 73,010 as of September 30, 2008)	97,005	143,001	3079
Intangible assets (net of accumulated amortization of Rs. 22,200 as of March 31, 2008 and Rs. 28,732 as of September 30, 2008)	25,736	19,447	419
Deferred taxes, net	12,006	36,058	777
Other assets	129,008	932,131	20,067
Total Assets	4,910,103	6,324,101	136,149
Liabilities and Shareholder’s Equity
Payable to broker-dealers and clearing organizations	39,908	46,042	991
Payable to customers	1,047,706	1,456,977	31,366
Derivatives held for trading	363	-	-
Accounts payable, accrued expenses and other liabilities	124,975	204,405	4,401
Due to related parties	776,024	670,182	14,428
Overdrafts and long term debt	629,293	962,023	20,711
Deferred taxes, net	-	398	9
Total Liabilities	2,618,269	3,340,027	71,906
Commitments and contingencies (Note 19)

                                                                    The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Condensed Consolidated Balance Sheets

(Unaudited)

As of (Rs. in thousands)	March 31, 2008	September 30, 2008	September 30, 2008 Convenience translation into US$
Shareholders' Equity
Common Stock	88,035	89,921	1,937
(15,000,000 common shares authorized; 8,803,500 and 8,992,146 equity shares issued and outstanding as of March 31, 2008 and September 30, 2008; par value Rs. 10) (5,000,000 preference shares authorized; Nil and Nil issued and outstanding as of March 31, 2008 and September 30, 2008; par value Rs. 10)
Minority interest	-	36,739	791
Additional paid in capital	1,371,543	2,007,487	43,218
Accumulated other comprehensive income / (loss)	832,477	1,553	33
Retained earnings	(221)	848,374	18,264
Total Shareholders' Equity	2,291,834	2,984,074	64,243
Total Liabilities and Shareholders' Equity	4,910,103	6,324,101	136,149

                                                                     The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the six months ended September 30, (Rs. in thousands)	2007	2008	2008 Convenience translation into US$
Cash flows from operating activities
Net profit	260,458	(8,367)	(180)
Adjustments to reconcile net profit to net cash provided/ (used) in operating activities:
Depreciation and amortization	16,012	25,860	558
Deferred tax expense / (benefit)	7,129	(23,855)	(514)
Share of profits in equity investee and extraordinary gain	(6,875)	947	20
Fair value (gain) / loss on sale of Property & equipment	-	(312)	(7)
Fair value (gain) / loss on sale of Investment	-	(278)	(6)
Fair value (gain) / loss on trading securities	(13,669)	55,513	1,195
Unrealized foreign exchange (gain) / loss	-	9,538	205
Extraordinary gain	(62,597)	(34,712)	(747)
Provision for doubtful debt	-	20,000	431
Provision for gratuity	902	-	-
Changes in assets and liabilities:
Receivables from clearing organizations	191,321	262,320	5,647
Receivables from customers	(268,718)	(397,561)	(8,559)
Dues from related parties	(26,262)	(151,619)	(3,264)
Dues to related parties	(104,741)	(105,843)	(2,279)
Securities owned	(738,454)	(149,775)	(3,224)
Commodities	370,572	(116,952)	(2,518)
Derivatives held for trading	(7,965)	1,542	33
Deposits received from customers	-	600	13
Deposits with clearing organizations and others	(119,017)	18,665	402
Other assets	(77,055)	(803,123)	(17,290)
Payable to broker-dealers and clearing organisations	127,168	6,134	132
Payable to customers	520,777	408,672	8,798
Book overdraft	40,774	-	-
Accrued expenses	54,867	75,518	1,626
Net cash provided by operating activities	164,627	(907,088)	(19,528)
Cash flows from investing activities
Purchase of property and equipment	(29,622)	(20,136)	(434)
Purchase of investments	(4,890)	(45,296)	(975)
Acquisition of intangible assets	(269)	(3,710)	(80)
Procedd from sale of property & equipment	-	1,145	25
Acquisition of business, net of cash acquired	(82,334)	-	-
Net cash used in investing activities	(117,115)	(67,997)	(1,464)

Cash flows from financing activities
Net movement in overdrafts and long term debt	(29,871)	332,730	7,163
Movement in Minority Interest	-	36,739	791
Proceed from issue of share capital	-	1,886	41
Additional paid in capital	-	635,943	13,691
Net cash provided by financing activities	(29,871)	1,007,298	21,686
Effect of exchange rate changes on cash and cash equivalents	(264)	1,592	34
Net increase/(decrease) in cash and cash equivalents during the period	17,377	33,805	728
Add : Balance as of beginning of the period	18,847	55,086	1,186
Balance as of end of the period	36,224	88,891	1,914

                                                                          The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

Six months ended September 30, 2007

(Rs. in thousands)	Common Stock		Additional Paid in Capital	Retained earnings	Accumulated other comprehensive income / (loss)	Total
	Shares	Par value
Balance as of March 31, 2007	7,505,100	75,051	43,500	468,867	-	587,418
Net income for the period	-	-	-	260,458	121	260,579
Balance as of September  30, 2007	7,505,100	75,051	43,500	729,325	121	847,997
Balance as of September 30, 2007 Convenience translation into US$		1,888	1,094	18,348	3	21,333

Six months ended September 30, 2008

(Rs. in thousands)	Common Stock		Additional Paid in Capital	Retained earnings	Accumulated other comprehensive income / (loss)	Minority	Total
	Shares	Par value				Interest
Balance as of March 31, 2008	8,803,500	88,035	1,371,543	832,477	(221)	-	2,291,834
Issue of common share	188,646	1,886	635,944	-	-	-	637,830
Balances as on March31,2008 of Wealth , Smc capital & Moneywise	-	-	-	99,809	-	-	99,809
Adjustment on account of acquisition	-	-	-	(227,982)	-	-	(227,982)
Exchange Fluctuation	-	-	-	(563)	-	-	(563)
Share premium received during the period	-	-	-	153,000	-	-	153,000
Extra ordinary gain	-	-	-	45,514	-	-	45,514
Net income for the period	-	-	-	(53,881)	1,774	36,739	(15,368)
Balance as of September 30, 2008	8,992,146	89,921	2,007,487	848,374	1,553	36,739	2,984,074
Balance as of September 30, 2008 Convenience translation into US$		1,936	43,218	18,264	33	791	64,242

The accompanying notes are an integral part of these financial statements

SMC Global Securities Limited

Notes to Condensed Financial Statements (Unaudited)

(Rs. in thousands, except per share data)

1.

Description of Business

SMC Global Securities Limited (the “Company” or “SMC Global”) is a limited liability company incorporated and domiciled in India. The Company is a trading member of the National Stock Exchange of India Limited (“NSE”) in the capital market and trading and clearing member in the futures and options market. Its wholly owned subsidiary, SMC Comtrade is a trading and clearing member of National Commodity Exchange of India (“NCDEX”) and Multi Commodity Exchange of India (“MCX”) in the commodity market. SMC Comex International, DMCC (“SMC Comex”), a wholly owned subsidiary of SMC Comtrade holds trading and clearing membership for Dubai Gold Commodity Exchange (“DGCX”) and SMC Insurance Brokers (P) Ltd is also wholly owned subsidiary of SMC Comtrade Ltd and holds broking license from IRDA(Insurance & regulatory development authority of India) in the life & non life insurance. Company has also acquired wholly owned subsidiary SMC Wealth Management Services which is engaged in the business of portfolio management consultancy. In the month of august 2008 company also acquired subsidiaries Moneywise financial services Ltd. by acquiring its 84.33% stake and SMC Capitals ltd by acquiring its 96.06% stake.    

The Company’s shares are listed on the Delhi Stock Exchange, Ludhiana Stock Exchange, Ahmedabad Stock Exchange and Calcutta Stock Exchange in India.

The Company engages in proprietary transactions and offers a wide range of services to meet client’s needs including brokerage services, clearing member services, distribution of financial products such as mutual funds and initial public offerings.

2.

Summary of Significant Accounting Policies

Interim financial information

The accompanying condensed consolidated financial statements of SMC Global Securities Limited and its wholly-owned subsidiary (‘Group’) for the three months ended September 30, 2008 and 2007 are unaudited. The statement of income includes the results of SMC Comtrade from the date of acquisition. In the opinion of management, the condensed consolidated financial statements include all adjustments that management considers necessary for a fair statement of its financial position, operating results and cash flows for the interim periods presented. Operating results and cash flows for interim periods are not necessarily indicative of results for the entire year. The Condensed Consolidated Balance Sheet as of March 31, 2008, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted ("GAAP") in the United States of America for full financial statements. These fin ancial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 31, 2008.

In presenting the condensed financial statements, management makes estimates that affect the reported amounts and disclosures in the financial statements. Estimates, by their nature, are based on judgment and available information. Therefore, actual results could differ from those estimates and could have a material impact on the condensed financial statements, and it is possible that such changes could occur in the near term.

For the convenience of the reader, the financial statements as of and for the quarter ended September  30, 2008 have been translated into U.S. dollars (US$) at US$1.00 = Rs. 46.45 based on the noon buying rate on September  30, 2008 by the Federal Reserve Bank of New York. Such translation should not be construed as representation that the rupee amounts have been or could be converted into U.S. dollars at that or any other rate, or at all.

Earnings Per Share

In accordance with the provisions of SFAS 128, "Earnings Per Share", basic earnings per share is computed on the basis of the weighted average number of shares outstanding during the period.  The Group does not have any outstanding dilutive securities and hence the basic and diluted earnings per share are same.

Recent Accounting Pronouncements

In July 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (“FIN 48”). The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective beginning April 1, 2007 for us. The adoption of FIN 48 did not result in a cumulative effect adjustment to retained earnings as of April 1, 2007.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, which is fiscal year commencing April 1, 2008 for us. The Group is in the process of evaluating the impact SFAS 157 will have on the financial statements.

In February 2007, the FASB issued FASB Statement 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 allows the company to choose to measure certain financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, which is fiscal year commencing April 1, 2008 for us. The Group in the process of evaluating the impact SFAS 159 will have on the Group’s financial statements.

In April 2007, the FASB issued FSP No. FIN 39-1, Amendment of FASB Interpretation No. 39 (“FSP FIN 39-1”). FSP FIN 39-1 modifies FIN No. 39, Offsetting of Amounts Related to Certain Contracts, and permits companies to offset cash collateral receivables or payables with net derivative positions. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007 which is fiscal year commencing April 1, 2008 for us with early adoption permitted. The Group in the process of evaluating the impact  FSP FIN 39-1 will have on the Group’s financial statements.

In June 2007, the Accounting Standards Executive Committee of the AICPA issued Statement of Position 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (“SOP 07-1”). The intent of SOP 07-1 is to clarify which entities are within the scope of the AICPA Audit and Accounting Guide, Investment Companies (the “Guide”). Financial Accounting Standards Board (“FASB”) has agreed to propose an indefinite delay of the effective dates of SOP 07-1. The Group in the process of evaluating the impact SOP 07-1 will have on the Group’s financial statements.

In December 2007, FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement requires the recognition of a non-controlling interest as equity in the consolidated financial statements and separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. The Group will be required to adopt this new Statement prospectively to all non-controlling interest, including any that arose before the effective date, for fiscal years, beginning after December 15, 2008 which is fiscal year commencing April 1, 2009 for us. Early adoption is prohibited. The Group in the process of evaluating the impac t SFAS 160 will have on the Group’s financial statements.

In December 2007, FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS 141R). This Statement replaces SFAS No. 141, Business Combinations. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed including contingencies and non-controlling interest in the acquiree, at the acquisition date, measured at their fair value, with limited exceptions specified in the statement. In a business combination achieved in stages, this Statement requires the acquirer to recognize the identifiable assets and liabilities as well as the non-controlling interest in the acquiree at full amounts of their fair values. This Statement requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. The Group will be required to apply this new Statement prospectively to business combinations consummated in fiscal years beginning after Decembe r 15, 2008 which is fiscal year commencing April 1, 2009 for us. Early adoption is prohibited.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced disclosures on derivative and hedging activities by requiring objectives to be disclosed for using derivative instruments in terms of underlying risk and accounting designation. This Statement requires disclosures on the need of using derivative instruments, accounting of derivative instruments and related hedged items, if any, under SFAS 133 and effect of such instruments and related hedge items, if any, on the financial position, financial performance and cash flows. The Group will be required to adopt this new Statement prospectively, for fiscal years beginning after November 15, 2008 which is fiscal year commencing April 1, 2009 for us. The Group in the process of evaluating the impact SFAS 161 will have on the Group’s financial statements.

3.

Business Combination

The Company has acquired 100% of outstanding common shares of SMC Wealth Management Services Limited (”SMC Wealth Management”) as on April 1, 2008 due to which SMC Wealth management has become the wholly owned subsidiary of the company. The purchase price was Rs. 60,28,000 comprising of cash only. Company also acquired 600,000 and 500,000 shares (face value Rs.10) of Wealth management through fresh issue at a premium of  Rs. 30 per share as on August 16, 2008 and September 30, 2008 respectively for a total cash consideration of Rs. 44,000,000. The acquisition was made to consolidate the group structure and realize benefits of synergies in operations of both entities.

The Company has acquired   6,000,000 Equity shares of  Rs. 10 face value of Moneywise Financial Services (P) Limited through fresh issue at a premium of Rs. 20 per share as on July 31, 2008 as a resultant company holds 84% of total outstanding common shares of Moneywise Financial Services (P) Ltd. due to which Moneywise Financial Services has become the subsidiary of the company. The purchase price was Rs.180,000,000 comprising of cash only.

The Company has also acquired 96% of outstanding common shares of SMC Capitals  Limited  as on August 16, 2008, due to which SMC Capitals  has become the  subsidiary of the company. The purchase price was Rs. 24,709,967 comprising of cash only.

The Group allocates the purchase price of its acquisitions to the tangible assets, liabilities and intangible assets acquired, based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. Any negative goodwill being the excess of fair value of the acquired net assets over cost is initially adjusted in accordance with SFAS 141 “Business Combinations” against the values assigned to specified assets and the unadjusted balance is recognized as an extraordinary gain. The fair value assigned to assets acquired is based on valuations using management's estimates and assumptions. The allocation of purchase price is as follows:

Purchase price as on April 1, 2008.
SMC Wealth Management Services Ltd.	Rs. in thousands	US $
Assets
Cash & cash equivalents	895	19
Receivables and deposits	6,052	130
Other assets	177	4
Liabilities
Accounts Payable	560	12
Net assets acquired	6,564	141
Less:  Purchase price allocation	6,028	130
Extraordinary gain	536	11

Purchase price as on August 16, 2008.
SMC Capitals Ltd.	Rs. in thousands	US $
Assets
Fixed Assets	5,532	119
Cash & cash equivalents	35	1
Receivables and deposits	11,381	245
Other assets	45,454	979
Liabilities
Accounts Payable	5,742	124
Net assets acquired	56,660	1,220
Less:  Minority Interest	2,231	48
Less:  Cost of Investment	24,710	532
Extraordinary gain	29,719	640
Purchase price as on July 31, 2008.
Moneywise Financial Services (P) Ltd.	Rs. in thousands	US $
Assets
Inventories	45,273	975
Cash & cash equivalents	192,336	4,141
Receivables and deposits	16,268	350
Other assets	325,960	7,017
Liabilities
Accounts Payable	41,128	885
Loans & advances	118,710	2,556
Others	188,461	4,057
Net assets acquired	231,538	4,985
Less:  Minority Interest	36,280	781
Less:  Cost of Investment	180,000	3,875
Extraordinary gain	15,258	329

4.

Securities Owned

Securities consist of trading securities at market values, as follows:

As of	March 31, 2008	September 30, 2008	September 30, 2008
			US $
Equity shares	865,828	960,091	20,669
Commodities	-	135,589	2,919
Total	865,828	1,095,680	23,588

5.

Other Assets

Other assets consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008
			US $
Advance for application of shares in initial public offering	3,169	-	-
Advance for purchase of property	13,600	10,270	221
Prepaid expenses	18,988	17,853	384
Security deposits paid	22,249	23,940	515
Advance tax, net	48,196	4,955	107
Others	22,806	875,113	18,840
Total	129,008	932,131	20,067

Prepaid expenses primarily include the un-expired portion of annual rentals paid for use of leased telecommunication lines, insurance premiums and bank guarantee charges.

Security deposits primarily include deposits for telecommunications and VSAT.

Advance tax primarily includes taxes paid to Indian taxation authorities for income tax and Fringe Benefit tax.

Advances other includes amount paid to  Bennet  Coleman & Co. for expenses to be  incurred in relation to advertisement.

6.

Property and Equipment

Property and equipment consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Building	10,320	27,709	597
Equipment	14,387	25,577	551
Furniture and fixture	18,787	31,380	676
Computer hardware	67,287	80,134	1,725
Vehicle	11,768	15,298	329
Trade Mark	-	20	-
Satellite equipment	34,447	35,893	773
Total property and equipment	156,996	216,011	4,651
Less: Accumulated depreciation	59,991	73,010	1,572
Total property and equipment, net	97,005	143,001	3,079

Depreciation expense amounted to Rs.9,933 and Rs. 19,353 for the three and six months ended September 30, 2008 respectively. Depreciation expense amounted to Rs.5,522 and Rs. 11,590 for the three and six months ended September 30, 2007 respectively.     

Included in property and equipment are the following assets under capital lease:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Vehicle	4,214	3,806	82
Total leased property and equipment	4,214	3,806	82
Less: Accumulated depreciation	679	799	17
Total leased property and equipment, net	3,535	3,007	65

7.

Intangible Assets

Intangible assets consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Intangible assets subject to amortization
Software	36,857	38,679	832
Customer relationship	7,500	7,500	161
Intangible assets not subject to amortization
Goodwill	1,500	1500	32
Membership in exchanges	500	500	12
Total intangible assets	21,071	48,179	1,037
Less: Accumulated amortization	10,054	28,732	618
Total intangible assets, net	11,017	19,447	419

Amortization expense amounted to Rs. 2,273 and Rs. 6,507 for the three and six months ended September 30, 2008 respectively. Amortization expense amounted to Rs.2,362 and Rs. 4,422 for the three and six months ended September 30, 2007 respectively.  

8.

Investments

Investments consist of:

As of	March 31, 2008	September 30, 2007	September 30, 2007 US $
Investments accounted for by equity method	4,997	20,620	444
Investments carried at cost	12,377	30,579	658
Total	17,374	51,199	1,102

As part of its corporate strategy and in the normal course of its business, the Group makes investments in the equity of companies which are engaged in businesses similar to Group’s core business.

Investments at cost: SMC Global holds 970,000 shares, representing 8.1 % interest in SAM Global Securities Limited (“SAM Global”). The carrying value of the investment at original acquisition cost is Rs 1,959. The Company accounts for its investment in SAM Global at cost. SMC Comtrade holds shares in SMC Share Broker Limited. These investments are accounted for at cost. The market value of the said investment is not readily determinable. Based on a review of the financial statements of SAM and SMC Share Broker Limited, the Group has determined that there is no impairment in the carrying value of the investment.

Investments accounted for by equity method represents investments in Shreya.Com (P) Ltd.

9.

Overdrafts and Long Term Debt

Bank Overdrafts

The Group’s debt financing is generally obtained through the use of overdraft facilities from banks. The interest rates on such borrowings reflect market rates of interest at the time of the transactions. The balance of these facilities was Rs. 388,594 and Rs. 748,322 as of March 31, 2008 and September 30, 2008, respectively, at average effective interest rates of 9.8% and 11.02%, respectively.  Deposits have been placed by the Group with bankers to secure these debts. These deposits are classified in the balance sheet under “Deposits with clearing organizations and others”.

Book Overdraft

Book overdrafts were Rs. 238,254 and Rs. 211,896 at March 31, 2008 and September 30, 2008, respectively.

Long Term Debt

Long term debt outstanding comprises of loans taken against vehicles. The long-term debt was Rs.  2,445 and Rs. 1,805 at March 31, 2008 and September 30, 2008, respectively, at average effective interest rates of 8.3% and 8.3%, respectively.  Long-term debt is secured by pledge of vehicles.

Refer note 16 for assets pledged as collateral.

10.

Exchange, Clearing and Brokerage fees

As per regulations in India, specified securities transactions are liable for securities transaction tax (“STT”). The securities transactions tax in respect of proprietary trading amounted to Rs. 94,585 and Rs. 184,481 for the three and six months ended September 30, 2008 respectively. The securities transactions tax in respect of proprietary trading amounted to Rs. 58,926and Rs. 98,971 for the three and six months ended September 30, 2007 respectively. . Previously STT had been considered in calculating current tax as a part of advance tax.

11.

Distribution Income

The net distribution income comprises of:

Quarter ended September 30,	2007	2008	2008 US $
Gross distribution revenue	91,597	28,036	604
Less: Distribution revenues attributable to sub-brokers	74,140	15,446	333
Net distribution income	17,457	12,590	271

Six months ended September 30,	2007	2008	2008 US $
Gross distribution revenue	126,788	61,840	1,331
Less: Distribution revenues attributable to sub-brokers	104,440	37,960	817
Net distribution income	22,348	23,880	514

12.

Payable to Broker Dealers and Clearing Organizations

As of	March 31, 2008	September 30, 2008	September 30,  2008 US $
Payable to clearing organizations	7,408	8,716	187
Commission payable	32,500	37,326	804
Total	18,695	46,042	991

13.

Accounts Payable, Accrued Expenses and Other Liabilities

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Security deposits	27,568	28,160	606
Accrued expenses	38,400	39,646	854
Provision for taxes and stamp duty	-	10,739	231
Provision for gratuity	4,014	5,835	126
Accrued payroll	24,739	28,832	621
Others	30,254	91,193	1,963
Total	124,975	204,405	4,401

Security deposits primarily include deposits taken from sub-brokers for satellite equipment and deposits from employees.

14.

Employee benefits

The Gratuity Plan

Net gratuity cost for the three months ended September 30, 2007 and 2008 comprises the following components:

Quarter ended September 30,	2007	2008	2008 US $
Service cost	276	492	11
Interest cost	44	99	2
Amortization	138	1,578	34
Expected return on assets	(7)	-	-
Net gratuity costs	451	2,169	47

Six months ended September 30,	2007	2008	2008 US $
Service cost	552	867	18
Interest cost	88	174	4
Amortization	275	2784	60
Expected return on assets	(14)	-	-
Net gratuity costs	901	3,825	82

The Group has contributed Rs. Nil and Rs. Nil in the three and six months ended September 30, 2008 and expects to contribute approximately Rs. 7,655 to the gratuity trust during the remainder of fiscal 2008.

Provident Fund

The Company’s contribution towards the provident fund amounted to Rs. 1,643 and Rs. 2,294 for the three and six months ended September 30, 2008 respectively.

The Company’s contribution towards the provident fund amounted to Rs. 855 and Rs. 1,454 for the three and six months ended September 30, 2007 respectively.

15.

Income Taxes

The effective tax rate was 33.99% and 33.99% for the three and six months ended September 30, 2008 respectively. The effective tax rate was 34.7% and 30.3% for the three and six months ended September 30, 2007 respectively.

The Group’s major tax jurisdiction is India. In India, the assessment is not yet completed for the financial year 2007-08 and onwards.  The Group continues to recognize interest and penalties related to income tax matters as part of the income tax provision.  

16.

Collateral and Significant Covenants

The Group has provided its assets as collateral for credit facilities availed from banks and for margin requirements with exchanges. Amounts that the Group has pledged as collateral, which are not reclassified and reported separately, consist of the following:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Fixed deposits	1,835,695	1,837,699	39,563
Securities owned	371,557	430,850	9,276
Property and equipment	9,531	9,531	205
Total	2,216,783	2,278,080	49,044

The fixed deposits are classified in the balance sheet under “Deposits with clearing organizations and others”.

State Bank of Bikaner and Jaipur, one of the bankers to the Group, has created first pari-passu charge over the current assets of SMC Global, as a security for credit facilities provided to the Company.

Canara Bank, one of the bankers to the Group, has created first charge over book debts, outstandings, money receivables, claims, and equitable mortgage on specified office building for credit facilities provided to the Company. The bank also has charge on advances against checks/ drafts of bill of exchange whatever may be the tender thereof drawn, accepted or endorsed by the Company with or without documents such as railway receipts, lorry receipts, air ways bill, post parcel, bill of lading or any other document of title to the goods, invoices, etc.

SMC Global has executed an undertaking in favour of Yes Bank, one of the bankers to the Group, agreeing to continue to maintain more than 26.0% holding in SMC Comtrade.

17.

Concentration

The following table gives details in respect of percentage of commission income generated from top two, five and ten customers:

Quarter ended September 30, (in %)	2007	2008
Revenue from top two customers	8.9	6.11
Revenue from top five customers	14.6	9.29
Revenue from top ten customers	20.5	12.92

Six months ended September 30, (in %)	2007	2008
Revenue from top two customers	10.5	5.58
Revenue from top five customers	16.1	8.39
Revenue from top ten customers	21.4	11.96

18.

Segment

The Group has recognized three segments beginning quarter ended June 30, 2008: Capital markets, Commodities and wealth management. The recognition of the segments is made as SMC Comtrade which became wholly owned subsidiary in the quarter ended June 30, 2007 and SMC wealth management which became wholly owned subsidiary in the quarter ended June 30, 2008. Financial statements of SMC Comtrade and SMC Wealth Management are consolidated with the financial statements of the Company beginning this quarter.  

	Capital and derivatives markets	Commodities	Wealth Management	NBFC Services	Merchant Banking	Total	US $
Revenue from external customer	338,949	43,333	33	(37,853)	10,092	354,554	7,633
Earnings after taxes	18,196	(22,166)	(12,167)	(22,329)	31,948	(6,518)	(140)
Total assets	4,877,265	965,581	42,849	375,848	62,558	6,324,101	136,149

Quarter ended

September 30, 2008

Quarter ended	September 30, 2007
	Capital and derivatives markets	Commodities	Total	US $
Revenue from external customer	281,537	62,483	344,020	8,654
Earnings after taxes	85,959	17,739	103,698	2,609
Total assets	2,793,584	684,447	3,478,031	87,497

Six Month Ended

30 September 2008

	Capital and derivatives markets	Commodities	Wealth Management	NBFC Services	Merchant Banking	Total	US $
Revenue from external customer	606,412	98,647	33	(33,486)	15,831	687,437	14,799
Earnings after taxes	10,606	(19,584)	(11,990)	(18,966)	31,566	(8,368)	(180)
Total assets	4,877,265	965,581	42,849	375,848	62,558	6,324,101	136,149

Six months ended	September 30, 2007
	Capital and derivatives markets	Commodities	Total	US $
Revenue from external customer	465,303	133,368	598,671	15,061
Earnings after taxes	130,798	60,188	190,986	4,804
Total assets	2,793,584	684,447	3,478,031	87,497

19.

Commitments and Contingent Liabilities

a) Operating Leases

SMC Global has certain operating leases for office premises. Rental expenses for operating leases are accounted for on a straight line method. Rental expense amounted to Rs. 14,596 and Rs. 26,126 for the three and six months ended September 30, 2008 respectively. Rental expense amounted to Rs. 2,942 and Rs.5,271 for the three and six months ended September 30, 2007 respectively. There are no non-cancelable lease arrangements.

b) Guarantees

As of March 31, 2008 and September 30, 2008, guarantees of Rs 1,949,175 and Rs.1,995,000 are provided by various banks to exchange clearing houses for the Group, in the ordinary course of business, as a security for due performance and fulfillment by the Group of its commitments and obligations.

As of March 31, 2008 and September 30, 2008, the Company has provided corporate guarantees of Rs. 290,000 & Rs. 500,000 Respectively to banks for guarantees issued by banks for SAM Global Securities Limited to exchange clearing houses, in the ordinary course of business.

As of March 31, 2008 and Sep 30, 2008, the Company has provided corporate guarantees of Rs. 236,500 and Rs. 450,000 to banks for guarantees issued by banks for SMC Comtrade to exchange clearing houses, in the ordinary course of business.

The initial term of these guarantees is generally for a period of 12 to 15 months. The bankers charge commission as consideration to issue the guarantees. The commission charged generally is in the range of 1.0% to 1.3% of the guarantee amount. The Group recognizes commission expense over the period of the guarantee and classify in the income statement under ‘interest expense’. The unamortized commission expense is included in prepaid expenses and classified in the balance sheet under “other assets”. The potential requirement for the Group to make payments under these agreements is remote. Thus, no liability has been recognized for these transactions. The fair value of the guarantees is considered to be insignificant given the risk of loss on such guarantees at the date of its inception and, therefore, no amount was recognized towards fair value of guarantees given in the financial statements on the inception date.

c) Litigation

The Group is involved, from time to time, in investigations and proceedings by governmental and regulatory agencies, certain of which may result in adverse judgments, fines or penalties. Factors considered by management in estimating the Group’s reserves for these matters are the merits of the claims, the total cost of defending the litigation, the likelihood of a successful defense against the claims, and the potential for fines and penalties from regulatory agencies. The Group is carrying reserves of Rs. 10,000 for potential losses to the extent that such matters are probable and can be estimated, in accordance with SFAS 5, “Accounting for Contingencies.”  As litigation and the resolution of regulatory matters are inherently unpredictable, the Group cannot predict with certainty the ultimate loss or range of loss related to matters where there is only a reasonable possibility that a loss may be incurred. The Group believes, based on current knowledge and after consultation with legal counsel, that the resolution of loss contingencies will not have a material adverse effect on the financial statements of the Group.

Order by SEBI dated October 5, 2005 in the matter of Digital Stock

SEBI has alleged irregularities in sub-broker operations and directed to review the Company to review systems and procedures and confirm to SEBI that all the operations are within the framework of SEBI regulations, rules and guidelines.

The Company has responded to SEBI that it has carried out comprehensive review of all systems and procedures and has ensured that the same are in compliance with all the SEBI Act, Rules and Regulations as well as directives and guidelines of SEBI.

Further, SEBI vide their SCN dated 25/06/2008 under Rule 4, appointed an adjudication officer, to adjudicate the matter. The Company has intimated to the Adjudicating Officer vide our letter dated  8^th July 2008 that we wish to avail consent order  and has filed the application of consent on 1^st September, 2008. The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount.

SCN under SEBI Rules dated September 28, 2006

SEBI appointed an adjudicating officer to inquire into and adjudge under SEBI Act and Regulations. SEBI has alleged that SMC Global executed structured trades in the scrip of Jubilant Organosys Limited (“JOL”) in collusion with a group of brokers during the year 2003 and thereby violated Regulations.  SEBI has alleged that failure on the part of the Company to comply with the said provisions makes the Company liable to the penalty under SEBI Act. SEBI in its SCN has asked the Company to show cause as to why an inquiry should not be held against the Company.

The Company has filed a reply with SEBI in response to the SCN, denying having done any possible structured deals. The Company has submitted that the trades in JOL scrip were executed in the normal and usual course of business through the systems of exchange and no off market deals were done in the scrip. No response has been received from SEBI in this regard and the matter is pending with SEBI.  

The Company has filed an application for consent before the Securities and Exchange Board of India on February 13, 2008. The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount.

SEBI order on June 18, 2007 in the matter of dealings in futures and options contracts on the NSE

SEBI has alleged in the order that certain entities and brokers have indulged in non genuine trade transactions and have created false and misleading appearance of trading on the derivatives market during January to March 2007. SMC Global has been named as one of brokers in the order. The order is an ad interim, ex-parte order and the Company has a right to file its objections. The Company submitted its response in July 2007, denying the allegations. In October 2007, SEBI issued a SCN as to why an inquiry should not be held against the Company.

The Company has filed an application for consent before the Securities and Exchange Board of India on November 12, 2007. The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount.

SCN under SEBI Rules dated October 15, 2007

               SEBI has alleged certain irregularities pursuant to inspection  report for the period April 2002 to                         

               March 2004. SEBI in its SCN has asked the company to show cause as to why an inquiry should              not be held against the Company.

The Company has filed an application for consent before the Securities and Exchange Board of India on November 23, 2007. In April 2008, the Company paid Rs. 500 under the terms of consent to SEBI. SEBI issued the consent order in April 2008, disposing the adjudication proceedings without admitting or denying guilt by the Company and subject to the clauses of the undertakings and the waivers.

SCN under SEBI Rules dated March 31, 2008

SEBI appointed an adjudicating officer to inquire into and adjudge under SEBI Act and Regulations. SEBI has alleged that during the period February 1, 2005 to March 31, 2005, SMC Global executed non genuine transactions in collusion with certain clients and brokers in the future and options segment of NSE. SEBI has alleged that failure on the part of the Company to comply with the said provisions makes the Company liable to the penalty under SEBI Act. SEBI in its SCN has asked the Company to show cause as to why an inquiry should not be held against the Company.

The Company has filed an application for consent before the SEBI on May 1, 2008. The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount.

Another SCN dated May 15, 2008 was received by the Company, containing similar allegations as stated above for the period March 1, 2004 to March 31, 2004. The Company has filed an application for consent before the SEBI on Aug 4,2008 . The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount.

4.

Subsequent Events

The Board of Directors of the Company passed a resolution on April 18, 2008 for the amalgamation of SAM Global Securities Limited (“SAM”) with SMC Global Securities Limited (“SMC”). The Board of Directors of SAM also approved the resolution of amalgamation.

Under the scheme of amalgamation prepared under sections 391 and 394 and other applicable provisions of the Companies Act in India, the shareholders of SAM will receive one equity share of the face value of Rs. 10 each of SMC for every six fully paid up shares of SAM. The scheme will require approval of shareholders/creditors of companies, stock exchanges where the shares of SMC and SAM are listed, Securities and Exchange Board of India and other regulatory authorities. Under the Companies Act in India, the scheme will require the consent of High Court of Delhi in order to be effective.

EX-99.2

SAM Global Securities Limited

Index to Condensed Financial Statements

Pages

Statements of Income

2

Balance Sheets

4

Statements of Cash Flows

6

Statements of Changes in Shareholders’ Equity

8

Notes to Financial Statements

9

SAM Global Securities Limited

Condensed Statements of Income

(Unaudited)

For the quarter ended September 30, (Rs. in thousands, except per share data)	2007	2008	2008 Convenience translation into US$
Revenues:
Commission income	69,514	57,939	1,247
Proprietary trading, net	112,602	(8,570)	(185)
Interest and dividends	3,590	14,573	314
Other income	73	-	-
Total revenues	185,779	63,942	1,376
Expenses:
Exchange, clearing and brokerage fees	42,645	37,096	799
Employee compensation and benefits	13,066	23,397	504
Information and communication	1,866	2,614	56
Advertisement expenses	2,175	1,619	35
Depreciation and amortization	2,182	6,816	147
Interest expense	2,207	2,339	50
General and administrative expenses	7,532	15,343	330
Total expenses	71,673	89,224	1,921
Gain on sale of shares in exchange	-	-	-
Earnings before income taxes	114,106	(25,282)	(545)
Income taxes	34,157	(9,542)	(206)
Earnings after taxes	79,949	(15,740)	(339)
Share in profit of equity investee	(45)	(7,157)	(154)
Net income	79,904	(22,897)	(493)
Earnings per share:
Basic and diluted: Net income	8.00	(1.92)	(1.92)
Weighted average number of shares used to compute basic and diluted earnings per share	10,000,057	11,934,741	11,934,741

                                                                                The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

Condensed Statements of Income

(Unaudited)

For the six months ended September 30, (Rs. in thousands, except per share data)	2007	2008	2008 Convenience translation into US$
Revenues:
Commission income	121,195	129,500	2,788
Proprietary trading, net	227,895	30,171	650
Interest and dividends	7,529	25,262	543
Other Income	73	-	-
Total revenues	356,692	184,933	3,981
Expenses:
Exchange, clearing and brokerage fees	72,873	85,267	1,836
Employee compensation and benefits	23,493	43,329	933
Information and communication	5,367	6,987	150
Advertisement expenses	4,689	13,437	289
Depreciation and amortization	4,206	12,278	264
Interest expense	3,481	4,256	92
General and administrative expenses	12,301	30,774	663
Total expenses	126,410	196,328	4,227
Gain on sale of shares in exchange	26,265	-	-
Earnings before income taxes	256,547	(11,395)	(246)
Income taxes	73,395	(4,435)	(96)
Earnings after taxes	183,152	(6,960)	(150)
Share in profit of equity investee	845	(7,207)	(155)
Net income	183,997	(14,167)	(305)
Earnings per share:
Basic and diluted: Net income	18.32	(1.19)	(1.19)
Weighted average number of shares used to compute basic and diluted earnings per share	10,000,057	11,934,741	11,934,741

                                                                                The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

 Condensed Balance Sheets

(Unaudited)

As of (Rs. in thousands)	March 31, 2008	September 30, 2008	September 30, 2008 Convenience translation into US$
Assets
Cash and cash equivalents	42,226	19,052	410
Receivables from exchange and clearing organizations (net of allowance for doubtful debts of Rs. Nil as of March 31, 2008 and Rs Nil as of September 30, 2008)	56,004	28,372	611
Receivables from customers (net of allowance for doubtful debts of Rs. 2,500 as of March 31, 2008 and Rs. 7,500 as of September 30, 2008)	327,163	830,345	17,876
Due from related parties	612,827	74,096	1,595
Securities owned:
Marketable, at market value	10,048	11,577	249
Not readily marketable, at estimated fair value	25,000	25,000	538
Investments	11,245	3,823	82
Deposits with clearing organizations and others	188,780	155,075	3,340
Membership in exchanges owned, at cost (market value of Rs. 4,560 as of March 31, 2008 and Rs. 4,508 as of September 30, 2008)	2,036	2,036	44
Property and equipment (net of accumulated depreciation of Rs. 18,992 as of March 31, 2008 and Rs. 29,463 as of September 30, 2008 )	45,150	86,735	1,867
Intangible assets (net of accumulated amortization of Rs. 6,309 as of March 31, 2008 and Rs. 8,137 as of September 30, 2008)	6,180	5,645	122
Deferred taxes, net	1,803	6,239	134
Other assets	1,803	208,858	4,496
Total Assets	1,412,857	1,456,853	31,364
Liabilities and Shareholder’s Equity
Payable to broker-dealers	9,753	12,602	272
Payable to customers	453,440	436,149	9,390
Due to related parties	17,237	604	12
Derivatives held for trading	9,370	-	-
Accounts payable, accrued expenses and other liabilities	29,788	27,695	597
Overdraft facilities balances	74,296	55,066	1,185
Deferred taxes, net	-	-	-
Total Liabilities	593,884	532,116	11,456
Commitments and contingencies (Note 17)

                                                                The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

 Condensed Balance Sheets

(Unaudited)

As of (Rs. in thousands)	March 31, 2008	September 30, 2008	September 30, 2008 Convenience translation into US$
Shareholders' Equity
Common Stock
(13,010,000 equity shares authorized; 11,730,083 and 11,981,442 equity shares issued and outstanding as of March 31, 2008 and September 30, 2008; par value Rs. 10)	117,301	119,814	2,579
Additional paid in capital	236,535	353,953	7,620
Retained earnings	465,137	450,970	9,709
Total Shareholders' Equity	818,973	924,737	19,908
Total Liabilities and Shareholders' Equity	1,412,857	1,456,853	31,364

                                                                The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

 Condensed Statements of Cash Flows

(Unaudited)

For the six months ended September 30, (Rs. in thousands)	2007	2008	2008 Convenience translation into US$
Cash flows from operating activities
Net profit	183,997	(14,167)	(304)
Adjustments to reconcile net profit to net cash provided/ (used) in operating activities:
Depreciation and amortization	4,206	12,278	264
Gain on sale of shares in exchange	(26,265)	-	-
Share in profit of equity investee	(845)	7,207	155
(Gain) / loss on sale of property, plant and equipment	(73)	(22)	(1)
Deferred tax expense / (benefit)	134	(4,436)	(96)
Fair value (gain) / loss on trading securities	(61)	5,397	116
Provision for doubtful debt	-	7,500	161
Provision for gratuity	182	733	16
Changes in assets and liabilities:
Receivables from exchange and clearing organizations	(36,370)	27,632	595
Receivables from customers	(351,529)	(510,683)	(10,994)
Due from related parties	(38,458)	538,731	11,598
Due to related parties	8,558	(16,634)	(359)
Securities owned	(5,153)	(6,926)	(149)
Derivatives held for trading	267	(9,370)	(202)
Deposits with clearing organizations and others	(75,499)	33,705	726
Other assets	(70,633)	(124,462)	(2,679)
Payable to broker-dealers and clearing organizations	26,122	2,850	61
Payable to customers	227,191	(17,291)	(372)
Accrued expenses	16,376	(2,827)	(61)
Net cash provided by operating activities	(137,853)	(70,785)	(1,525)
Cash flows from investing activities
Purchase of property and equipment	(5,885)	(45,634)	(982)
Sale of shares in exchange	47,440	(7,207)	(155)
Acquisition of intangible assets	(868)	(422)	(9)
Proceeds from sale of property and equipment	323	173	4
Net cash used in investing activities	41,010	(53,090)	(1,142)

                                                                        The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

 Condensed Statements of Cash Flows

For the six months ended September 30, (Rs. in thousands)	2007	2008	2008 Convenience translation into US$
Cash flows from financing activities
Net movement in overdraft facilities balances	94,935	(19,230)	(414)
Proceed from issue of share capital	-	119,931	2,582
Net cash provided by financing activities	94,935	100,701	2,168
Net increase in cash and cash equivalents during the period	(1,908)	(23,174)	(499)
Add : Balance as of beginning of the period	18,074	42,226	909
Balance as of end of the period	16,166	19,052	410

                                                                            The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

Condensed Statements of Changes in Shareholders’ Equity

(Unaudited)

                                                            Six months ended September 30, 2007

(Rs. in thousands)	Common Stock		Additional Paid in Capital	Retained earnings	Total
	Shares	Par value
Balance as of March 31, 2007	10,000,057	100,001	-	208,121	308,122
Net income for the period			-	183,997	183,997
Balance as of September 30, 2007	10,000,057	100,001	-	392,118	492,119

                                                            Six months ended September 30, 2008

(Rs. in thousands)	Common Stock		Additional Paid in Capital	Retained earnings	Total
	Shares	Par value
Balance as of March 31, 2008	11,730,083	117,301	236,535	465,137	818,973
Net income for the period				(14,167)	105,763
Balance as of September 30, 2008	11,981,442	119,814	353,952	450,970	924,736
Balance as of September 30, 2008 Convenience translation into US$		2,579	7,620	9,709	19,908

                                                          The accompanying notes are an integral part of these financial statements

SAM Global Securities Limited

Notes to Condensed Financial Statements (Unaudited)

(Rs. in thousands, except per share data)

1.

Description of Business

SAM Global Securities Limited (the “Company” or “SAM Global”) is a limited liability company incorporated and domiciled in India. The Company is a trading member of the Bombay Stock Exchange Limited (“BSE”) in the capital market and trading and clearing member in the futures and options market. The Company provides depository participant services throughCentral Depository Services (India) Limited. The Company’s shares are listed on the Guwahati Stock Exchange in India.

The Company engages in proprietary transactions and offers a wide range of services to meet client’s needs including brokerage services, clearing member services and depository services.

2.

Summary of Significant Accounting Policies

Interim financial information

The accompanying condensed financial statements of SAM Global Securities Limited as of Sep 30, 2008 and for the three months ended Sep 30, 2008 and 2007 are unaudited. In the opinion of management, the condensed financial statements include all adjustments that management considers necessary for a fair statement of its financial position, operating results and cash flows for the interim periods presented. Operating results and cash flows for interim periods are not necessarily indicative of results for the entire year. The condensed balance sheet as of March 31, 2008, was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted ("GAAP") in the United States of America. These financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended March 31, 2008.

For the convenience of the reader, the financial statements as of and for the Six month ended Sep 30, 2008 have been translated into U.S. dollars (US$) at US$1.00 = Rs. 46.45 based on the noon buying rate on Sep 30, 2008 by the Federal Reserve Bank of New York. Such translation should not be construed as representation that the rupee amounts have been or could be converted into U.S. dollars at that or any other rate, or at all.

Earnings Per Share

In accordance with the provisions of SFAS 128, "Earnings Per Share", basic earnings per share is computed on the basis of the weighted average number of shares outstanding during the period.  The Company does not have any dilutive securities and hence the basic and diluted earnings per share are same.

Recent Accounting Pronouncements

In July 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement 109 (“FIN 48”). The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 became effective beginning April 1, 2007 for us. The adoption of FIN 48 did not result in a cumulative effect adjustment to retained earnings as of April 1, 2007.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, which is fiscal year commencing April 1, 2008 for us. The Company is in the process of evaluating the impact SFAS 157 will have on the financial statements.

In February 2007, the FASB issued FASB Statement 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 allows the company to choose to measure certain financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, which is fiscal year commencing April 1, 2008 for us. The Company in the process of evaluating the impact SFAS 159 will have on the Company’s financial statements.

In April 2007, the FASB issued FSP No. FIN 39-1, Amendment of FASB Interpretation No. 39 (“FSP FIN 39-1”). FSP FIN 39-1 modifies FIN No. 39, Offsetting of Amounts Related to Certain Contracts, and permits companies to offset cash collateral receivables or payables with net derivative positions. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007 which is fiscal year commencing April 1, 2008 for us with early adoption permitted. The Company in the process of evaluating the impact  FSP FIN 39-1 will have on the Company’s financial statements.

In June 2007, the Accounting Standards Executive Committee of the AICPA issued Statement of Position 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (“SOP 07-1”). The intent of SOP 07-1 is to clarify which entities are within the scope of the AICPA Audit and Accounting Guide, Investment Companies (the “Guide”). Financial Accounting Standards Board (“FASB”) has agreed to propose an indefinite delay of the effective dates of SOP 07-1. The Company in the process of evaluating the impact SOP 07-1 will have on the Company’s financial statements.

In December 2007, FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement requires the recognition of a non-controlling interest as equity in the consolidated financial statements and separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. The company will be required to adopt this new Statement prospectively to all non-controlling interest, including any that arose before the effective date, for fiscal years, beginning after December 15, 2008 which is fiscal year commencing April 1, 2009 for us. Early adoption is prohibited. The Company in the process of evaluating the imp act SFAS 160 will have on the Company’s financial statements.

In December 2007, FASB issued SFAS No. 141 (Revised 2007), Business Combinations (SFAS 141R). This Statement replaces SFAS No. 141, Business Combinations. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed including contingencies and non-controlling interest in the acquiree, at the acquisition date, measured at their fair value, with limited exceptions specified in the statement. In a business combination achieved in stages, this Statement requires the acquirer to recognize the identifiable assets and liabilities as well as the non-controlling interest in the acquiree at full amounts of their fair values. This Statement requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. The company will be required to apply this new Statement prospectively to business combinations consummated in fiscal years beginning after Decem ber 15, 2008 which is fiscal year commencing April 1, 2009 for us. Early adoption is prohibited.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 requires enhanced disclosures on derivative and hedging activities by requiring objectives to be disclosed for using derivative instruments in terms of underlying risk and accounting designation. This Statement requires disclosures on the need of using derivative instruments, accounting of derivative instruments and related hedged items, if any, under SFAS 133 and effect of such instruments and related hedge items, if any, on the financial position, financial performance and cash flows. The company will be required to adopt this new Statement prospectively, for fiscal years beginning after November 15, 2008 which is fiscal year commencing April 1, 2009 for us. The Company in the process of evaluating the impact SFAS 161 will have on the Company’s fin ancial statements.

3.

Securities Owned

Securities consist of trading securities at market values, as follows:

As of	March 31, 2008	September 30, 2008	September 30, 2008
			US $
Equity shares	10,048	11,577	249
Total	10,048	11,577	249

Securities consist of trading securities at fair value, as follows:

As of	March 31, 2008	September 30, 2008	September 30, 2008
			US $
Equity shares	25,000	25,000	538
Total	25,000	25,000	538

4.

Other Assets

Other assets consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008
			US $
Security deposits paid	6,317	6,568	141
Advance tax, net	62,083	64,008	1,378
Prepaid expenses	3,251	3,402	73
Interest accrued but not due	1,633	1,448	31
Employee receivables	249	83	2
Advances other	10,862	133,349	2,871
Total	84,395	208,858	4,496

Advance tax primarily includes taxes paid to Indian taxation authorities for income tax, net off amount of provision for income tax.

Prepaid expenses primarily include the un-expired portion of annual rentals paid for use of leased telecommunication lines, satellite link charges, insurance premiums and bank guarantee charges.

Security deposits primarily include deposits for electricity connections and assets taken on operating lease.

Advances to suppliers primarily includes amount paid as advance against advertisement expenses to Bennett Coleman & Co Ltd amounting to Rs.119,931.

5.

Property and Equipment

Property and equipment consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Building	1,620	1,620	35
Equipment	7,551	15,373	331
Furniture and fixtures	18,786	47,824	1,030
Computer hardware	33,202	48,398	1,042
Vehicle	2,983	2,983	64
Total property and equipment	64,142	116,198	2,502
Less: Accumulated depreciation	18,992	29,463	635
Total property and equipment, net	45,150	86,735	1,867

Depreciation expense amounted to Rs. 5,945 and Rs. 10,450 for the three and six months ended September 30, 2008 respectively. Depreciation expense amounted to Rs. 1,481 and Rs. 2,830 for the three and six months ended September 30, 2007 respectively.Rs.21 from accumulated depreciation has been recognized as Profit on sale of property & equipment as these assets has been sold on purchase value.

6.

Intangible Assets

Intangible assets consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Intangible assets subject to amortization
Software	12,489	13,782	297
Total intangible assets	12,489	13,782	297
Less: Accumulated  amortization	6,309	8,137	175
Total intangible assets, net	6,180	5,645	122

Amortization expense amounted to Rs. 871 and Rs. 1,828 for the three and six months ended September 30, 2008 respectively. Amortization expense amounted to Rs. 701 and Rs. 1,376 for the three and six months ended September 30, 2007 respectively.

7.

Overdraft Facilities

The Company’s debt financing is generally obtained through the use of overdraft facilities from banks. The interest rates on such borrowings reflect market rates of interest at the time of the transactions. The balance of these facilities was Rs. 74,296 and Rs. 55,066 at average effective interest rates of 12.5% and 11.73%, as of March 31, 2008 and September 30, 2008, respectively. Deposits have been placed by the Company with bankers to secure these debts. These deposits are classified in the balance sheet under “Deposits with clearing organizations and others”. Refer note 15 for assets pledged as collateral.

8.

Exchange, Clearing and Brokerage fees

As per regulations in India, specified securities transactions are liable for securities transaction tax (“STT”). The securities transactions tax in respect of proprietary trading amounted to Rs. 1,183 and Rs. 12,600 for the three and six months ended September 30, 2008 respectively. The securities transactions tax in respect of proprietary trading amounted to Rs. 61,444 and Rs. 111,782 for the three and six months ended September 30, 2007 respectively. Previously ‘STT’ had been considered in calculating current tax as a part of advance tax.

9.

Revenue

Market development fees of Rs. Nil and Rs. 28,000 for the three and six months ended September 30, 2008 is included in the proprietary trading. Market development fees of Rs. 101,200 and Rs. 183,700  for the three and six months ended September 30, 2007 is included in the proprietary trading.  This amount is earned for the efforts of the Company for development of securities market pursuant to an agreement.

10.

Investments

Investments consist of:

As of	March 31, 2008	September 30, 2008	September 30, 2008 US $
Investments accounted for by equity method	7,422	-	-
Investments carried at cost	3,823	3,823	82
Total	11,245	3,823	82

As part of its corporate strategy and in the normal course of its business, the Company makes investments in the equity of companies which are engaged in businesses similar to Company’s core business.

Earlier SAM Global held 9,400 shares, representing 26.8% interest in Pullin Investment Private Limited ("Pullin"). The Company had accounted for its share of equity in earnings/ (losses) of Pullin under equity method of accounting. Now these shares have been sold out on 16 Aug, 2008 hence no further need for equity accounting.

Earlier SAM Global held 12,000 shares, representing 26.8% interest in Abhichaya Investment Private Limited ("Abhichaya"). The Company had accounted for its share of equity in earnings/ (losses) of Abhichaya under equity method of accounting. Now these shares have been sold out on 16 Aug ,2008hence no further need for equity accounting.

SAM Global holds 460,000 shares, representing 5.2% interest in SMC Global Securities Limited (‘SMC Global”). The Company accounts for its investment in SMC Global under cost method of accounting. The market value of SMC Global’s equity shares is not readily determinable. The carrying amount of investment is Rs. 3,823 as of March 31, 2008 and September 30, 2008.

11.

Accounts Payable,  Accrued Expenses and Other Liabilities

As of	March 31, 2008	September 30, 2008	September 30,  2008 US $
Advance AMC charges	8,627	10,525	228
Accrued payroll	-	5689	122
Accrued expenses	19,262	8,836	190
Provision for stamp duty	97	110	2
Provision for gratuity	1,802	2,535	55
Total	29,788	27,695	597

12.

Employee Benefits

The Gratuity Plan

Net gratuity cost for the three months ended September 30, 2007 and 2008 comprises the following components:

Quarter ended September 30,	2007	2008	2008 US $
Service cost	84	150	3
Interest cost	7	35	1
Amortization	-	-	-
Expected return on assets	4	439	9
Net gratuity costs	95	624	13

Net gratuity cost for the six months ended September 30, 2007 and 2008 comprises the following components:

Six months ended September 30,	2007	2008	2008 US $
Service cost	168	285	6
Interest cost	14	66	1
Amortization	-	-	-
Expected return on assets	-	837	18
Net gratuity costs	182	1,188	25

The company has contributed Rs. Nil and Rs. Nil in the three and six months ended September 30, 2008 respectively and expects to contribute approximately Rs. 1,467 to the gratuity trust during the remainder of fiscal 2008.

Provident Fund

The Company’s contribution towards the provident fund amounted to Rs. 665 and Rs. 1,224 for the three and six months ended September 30, 2008 respectively.

The Company’s contribution towards the provident fund amounted to Rs. 474 and Rs. 760 for the three and six months ended September 30, 2007 respectively.

13.

Income Taxes

The effective tax rate was 33.99% and 33.99% for the three and six months ended September 30, 2008 respectively. The effective tax rate was 46.8%  and 28.6% for the three and six months ended September 30, 2007 respectively.  

The company’s major tax jurisdiction is India. In India, the assessment is not yet completed for the financial year 2006-07 and onwards. The Company continues to recognize interest and penalties related to income tax matters as part of the income tax provision.  

14.

Collateral and Significant Covenants

Amounts that the Company has pledged as collateral, which are not reclassified and reported separately, consist of the following:

As of	March31, 2008	September 30, 2008	September 30,  2008 US $
Fixed deposits	186,125	154,000	3,315
Total	186,125	154,000	3,315

These fixed deposits are classified in the balance sheet under “Deposits with clearing organizations and others”.

15.

Concentration

The following table gives details in respect of percentage of commission income generated from top two, five and ten customers:

Quarter ended September 30, (in %)	2007	2008
Revenue from top two customers	4.1	2.8
Revenue from top five customers	6.9	4.3
Revenue from top ten customers	10.0	6.2

Six months ended September 30, (in %)	2007	2008
Revenue from top two customers	4.1	2.6
Revenue from top five customers	6.3	4.0
Revenue from top ten customers	8.8	5.9

16.

Commitments and Contingent Liabilities

a) Operating Leases

SAM Global has certain operating leases for office premises. Rental expenses for operating leases are accounted for on a straight line method. Rental expense amounted to Rs. 5,059 and Rs.10,413 for the three and six months ended September 30, 2008 respectively. Rental expense amounted to Rs. 452 and Rs. 830 for the three and six months ended September 30, 2007 respectively. There are no non-cancelable lease arrangements.

b) Guarantees

As of March 31, 2008 and September 30, 2008, guarantees of Rs 410,000 and Rs. 500,000 are provided by various banks to exchange clearing houses on behalf of the Company, in the ordinary course of business, as a security for due performance and fulfillment by the Company of its commitments and obligations.

As of March 31, 2008 and September 30, 2008, the Company has provided corporate guarantees of Rs. 200,000 and Rs. 200,000 respectively to banks for guarantees issued by banks for SMC Comtrade Limited to exchange clearing houses, in the ordinary course of business.

As of March 31, 2008 and September 30, 2008, the Company has provided corporate guarantees of Rs. 1,050,000 and Rs. 1,050,000 respectively to banks for guarantees issued by banks for SMC Global Securities Limited to exchange clearing houses, in the ordinary course of business.

The initial term of these guarantees is generally for a period of 12 to 15 months. The bankers charges  commission as consideration to issue the guarantees, The commission charged generally is in the range of 1.0% to 1.3% of the guarantee amount, The Company recognizes commission expense over the period of the guarantee and classify in the income statement under ‘interest expense’. The unamortized commission expense is included in prepaid expenses and classified in the balance sheet under “other assets”. The potential requirement for the Company to make payments under these agreements is remote. Thus, no liability has been recognized for these transactions. The fair value of the guarantees is considered to be insignificant given the risk of loss on such guarantees at the date of its inception and, therefore, no amount was recognized towards fair value of guarantees given in the financial statements on the inception date.

c) Litigation

The Company is involved, from time to time, in investigations and proceedings by governmental and regulatory agencies, certain of which may result in adverse judgments, fines or penalties. Factors considered by management in estimating the Company’s reserves for these matters are the merits of the claims, the total cost of defending the litigation, the likelihood of a successful defense against the claims, and the potential for fines and penalties from regulatory agencies. The Company establishes reserves for potential losses to the extent that such matters are probable and can be estimated, in accordance with SFAS 5, “Accounting for Contingencies.” As litigation and the resolution of regulatory matters are inherently unpredictable, the Company cannot predict with certainty the ultimate loss or range of loss related to matters where there is only a reasonable possibility that a loss may be incurred. The Company believes, based on current k nowledge and after consultation with legal counsel, that the resolution of loss contingencies will not have a material adverse effect on the financial statements of the Company.

Show Cause Notice (“SCN”) dated November 23, 2004, December 6, 2004 and November 17, 2006 from SEBI

There was a sharp fall in the Indian stock market on May 17, 2004. SEBI alleged that sale transactions of SAM Global on this day had significant impact on lowering the price of significant number of the selected scrips and Nifty Futures on a large number of occasions and the sell orders placed by it appear to have added to the momentum of such fall and aggravated the market crisis.

In addition to the aforesaid allegations, SEBI has alleged certain other irregularities, pursuant to inspections conducted on SAM Global.

SEBI had asked the Company to show cause as to why appropriate action under SEBI Act and Regulations should not be taken against the Company.

The Company has submitted its response, denying the allegations. The Company has submitted that it has carried out bonafide transactions and followed rules and regulations in respect of dealings on May 17, 2004. There was no motive behind the Company’s transactions to artificially depress the prices of securities. The other irregularities alleged are not sustainable and even in cases when these exist; the lapses were nominal and administrative in nature. SEBI has not responded to the Company in this regard and the matter is pending with SEBI. The Company has filed an application for consent before the SEBI in September 2007.The terms of consent proposes abatement of proceedings against the Company on payment of specified monetary amount. SEBI has accepted the consent proposal in Sep 2008 subject to payment of Rs. 1,500 as settlement charges, which the Company has paid on Sep 24, 2008.

Order by SEBI dated October 5, 2005 in the matter of Digital Stock

SEBI has alleged irregularities in sub-broker operations and directed to review the Company to review systems and procedures and confirm to SEBI that all the operations are within the framework of SEBI regulations, rules and guidelines.

The Company has responded to SEBI that it has carried out comprehensive review of all systems and procedures and has ensured that the same are in compliance with all the SEBI Act, Rules and Regulations as well as directives and guidelines of SEBI.

Further, SEBI vide their SCN dated 25/06/2008 under Rule 4, appointed an adjudication officer, to adjudicate the matter. The Company has filed an application for consent before the SEBI in September 2007.

Subsequent Events

The Board of Directors of the Company passed a resolution on April 18, 2008 for the amalgamation of SAM Global Securities Limited (“SAM”) with SMC Global Securities Limited (“SMC”). The Board of Directors of SMC also approved the resolution of amalgamation.

Under the scheme of amalgamation prepared under sections 391 and 394 and other applicable provisions of the Companies Act in India, the shareholders of SAM will receive one equity share of the face value of Rs. 10 each of SMC for every six fully paid up shares of SAM. The scheme will require approval of shareholders/creditors of companies, stock exchanges where the shares of the Company are listed, Securities and Exchange Board of India and other regulatory authorities. Under the Companies Act in India, the scheme will require the consent of High Court of Delhi in order to be effective.

EX-99.3

MILLENNIUM INDIA ACQUISITION COMPANY ANNOUNCES RESULTS FOR ITS PRINCIPAL INVESTMENT - SMC GROUP – FOR THE

QUARTER ENDED SEPTEMBER 30, 2008

New York – November 14, 2008 – Millennium India Acquisition Company, Inc. (“Millennium”) [NASDAQ: SMCG], a closed-end investment fund focused on emerging market leaders within the fast-growing Indian economy, today announced unaudited US GAAP results for its principal investment – SMC Group. On a non-GAAP basis for the quarter ended September 30, 2008, the SMC Group of Companies (“SMC Group”) had total revenues of approximately $11.83 million (Rs. 549.59 million), and Net Loss of approximately $381,000 (Rs 17.7 million).

SMC Group also reported an increase in the number of branches, cities covered and customers served. As of September 30, 2008, SMC:

·

Increased retail distribution network to over 1, 400 branches

·

Increased nationwide presence to 370 cities

·

Increased customers: serves the financial needs of 530,000 investors

·

Ranked 5th largest retail distribution in India, Prime Data rankings (2008)

For the quarter ended September 30, 2008, SMC Global had total revenues of approximately Rs. 364.66 million and a Net Loss of approximately Rs. 3.53 million. SAM Global had total revenues of approximately Rs. 184.93 million and Net Loss of approximately Rs. 14.16 million.

The combined financial information for SMC Group set forth in this release contains combined financial information for SMC Global, SAM Global and SMC Comtrade. This information is derived from unaudited financial information prepared under US GAAP for each of these companies, however, the compilation is not a measure prepared in accordance with generally accepted accounting principles (“GAAP”) and is unaudited. The non-GAAP measures are described and reconciled to the corresponding GAAP measures below.

The SMC Group publishes its financial information in Indian Rupees. All translations from Indian Rupees to U.S. dollars are made on the basis of an exchange rate of Rs. 46.45= U.S.$1.00 and are made solely for the convenience of the reader.

Subhash Chand Aggarwal, Chairman of SMC Group, said “Despite very challenging market conditions in India and around the world, SMC Group was able to perform steadily. Furthermore, SMC announced two notable achievements this quarter: (1) We formed a Joint Venture with Sanlam Group of South Africa (which has assets under management and administration of over $77.8 billion) to set up wealth management and asset management businesses in India; (2) We announced an alliance with India’s second-largest public-sector bank, Punjab National Bank, which has over 35 million deposit accounts, to provide online trading services to their customers. Both these deals were struck despite challenging global market conditions, and allow us to tap new areas of growth and opportunity.”

F. Jacob Cherian, Chairman and CEO of MIAC added, “SMC Group is operating in a difficult business environment. While not affected directly by the credit crisis – SMC has no exposure to mortgage-related securities, no significant long-term debt, and has a strong balance sheet position – change in the investor sentiment due to negative global financial events has clearly continued to have an impact on the business this quarter. Also, currency fluctuations clearly have impacted USD results: the US dollar has strengthened against the Indian rupee close to 20% since the beginning of this year. However, the Sanlam and PNB deals announced this quarter, point to the fundamental strength of the SMC franchise and its experienced management team.

About SMC Group

Based in New Delhi, SMC Group is a full service financial services firm. Its products and services include institutional and retail brokerage, equity and commodity research, equity, commodity and derivative trading, on-line trading services, merchant banking, investment banking, custodial services, clearing services, and distribution of mutual funds, IPOs and insurance products. For the year ended March 31, 2008, it was one of the most active trading firms in India, averaging over 250,000 trades per day and handled over $250 billion in customer transactions. SMC Group continues to grow, and has one of the largest retail investor network in India today, serving the needs of a total of 530,000 investors presently. The retail distribution footprint in India has expanded as well, taking the total to over 1,400 locations, as of September 30, 2008. Currently, SMC Group has approximately 1,800 employees and a rapidly expanding retail distribution network of more than 7,50 0 independent financial advisors, in over 370 cities across the India. More information regarding the SMC Group can be found at www.smcindiaonline.com.

About Millennium India Acquisition Company Inc.

Millennium India Acquisition Company Inc. (NASDAQ: SMCG) is a closed-end investment fund whose principal asset is a 14.4% equity stake in SMC Group, one of the largest and fastest growing retail financial services companies in India. Through its innovative structure, Millennium offers U.S. investors the only means for participating in India’s fastest-growing financial services sector, which is difficult to access for  foreign investors currently under Indian law. Led by a highly-experienced management team with deep roots in India, Millennium applies a rigorous investment selection focused on identifying emerging market leaders in India’s high-growth industries, specifically those sectors catering to the nation’s rising middle-class including financial services, retail, healthcare, and technology. More information on Millennium India Acquisition Company Inc. can be found at www.milcapital.com.

_______________________

Total revenue and net income provided for the SMC Group, on a consolidated basis, are non-GAAP measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. These non-GAAP measures are not based on any comprehensive set of accounting rules or principles, and may differ from non-GAAP measures used by other companies. MIAC believes that these non-GAAP measures have certain limitations in that they do not reflect all of the amounts associated with SMC Group’s results of operations as determined in accordance with GAAP and accordingly these measures should only be used to evaluate SMC Group’s results of operations in conjunction with the corresponding GAAP measures. Nevertheless, MIAC believes that these non-GAAP financial measures, which illustrate the combined financial information of SMC Global and SAM Global, provide useful information to investors as MIAC has an equal equity stake in both companies.

The tables below provide reconciliations between the GAAP financial measures for SMC Global and SAM Global, individually, and the non-GAAP financial measures for the SMC Group, on a consolidated basis:

Quarter year ended September 30, 2008 (in thousands of Rs.)

	SMC Global	SAM Global	Total
Revenue	364,659	184,933	549,592
Net Income	(3,535)	(14,167)	(17,702)

Cautionary Statement Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Federal securities laws about MIAC and SMC Group. Statements in this press release that are not statements of historical or current fact constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties, and other unknown factors that could cause the actual results of MIAC to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes", "belief," "expects," 'intends," "anticipates," "plans," or similar terms to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncerta inties that are described from time to time in MIAC's filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Additionally, any information of SMC Group is provided by SMC Group and any financial information of SMC Group is prepared by SMC Group and derived from financial statements prepared in accordance with U.S. generally accepted accounting principles. Such financial information does not conform to the requirements of Regulation S-X under the Securities Act of 1933, as amended. Statements included in this press release are based upon information known to MIAC as of the date of this press release, and MIAC assumes no obligation to update or alter our forward-looking statements made in this press release, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

Investor Relations Contact:
Tom Reno
Solebury Communications Group, LLC.
Tel: 203-428-3214
Email: treno@soleburycomm.com