FINDI LIMITED — Proxy Solicitation & Information Statement 2011

Apr 10, 2011

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TRANSACTION SOLUTIONS INTERNATIONAL LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 12 May 2011 at 9:00am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6500 0226.

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TRANSACTION SOLUTIONS INTERNATIONAL LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Transaction Solutions International Limited ( Company ) will be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 12 May 2011 at 9:00am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 10 May 2011 at 5.00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 6 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Ratification of First Tranche Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 190,000,000 Shares each at an issue price of $0.03 which raised $5,700,000 (before costs) on the terms and conditions in the Explanatory Memorandum ( First Tranche Placement ).”

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by a person (or any associate of such a person) who participated in the First Tranche Placement and who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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2. Resolution 2 – Authorisation of Second Tranche Placement

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 60,000,000 Shares each at an issue price of $0.03 on the terms and conditions in the Explanatory Memorandum accompanying this Notice ( Second Tranche Placement ).”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person or their associate, who may participate in the Second Tranche Placement and might obtain a benefit, (except a benefit solely in their capacity as holder of ordinary securities), if the resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Ratification of Option Issue

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Options each with an exercise price of $0.04 each and an expiry date of 22 February 2015 on the terms and conditions in the Explanatory Memorandum ( Option Issue )."

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by a person (or any associate of such a person) who participated in the Option Issue and who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Dated 8 April 2011

BY ORDER OF THE BOARD

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Phillip MacLeod Company Secretary

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TRANSACTION SOLUTIONS INTERNATIONAL LIMITED

A B N 9 8 0 5 7 3 3 5 6 7 2

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia on 12 May 2011 at 9:00am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2: Action to be taken by Shareholders

Section 3 Background

Section 4: Resolution 1 – Ratification of First Tranche Placement Section 5: Resolution 2 – Authorisation of Second Tranche Placement Section 6: Resolution 1 – Ratification of Option Issue Section 7: Definitions

A Proxy Form is located at the end of the Explanatory Memorandum.

2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a “proxy”) to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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3. Background

On 31 March 2011 the Company announced that it was undertaking a placement of up to 250,000,000 shares at $0.03 per Share to raise $7,500,000 before costs ( Placement ).

The Placement will be completed in two tranches:

• (a) the issue of 190,000,000 Shares at an issue price of $0.03 per Share, issued under the Company’s 15% placement capacity pursuant to Listing Rule 7.1 ( First Tranche Placement ); and

• (b) the issue of 60,000,000 Shares at an issue price of $0.03 per Share subject to the approval of the Shareholders ( Second Tranche Placement ).

The funds raised from the Placement will be used to support the Company's existing contracts (such as the recently secured seven year ATM agreement with HDFC Bank), assist in expediting further contracts and for general working capital purposes.

4. Resolution 1 – Ratification of First Tranche Placement

4.1 General

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of Shares under the First Tranche Placement to sophisticated and professional investors who are not related parties or associates of related parties of the Company.

4.2

Listing Rule 7.4

Shares under the First Tranche Placement were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 1 by ratifying the issue of the Shares under the First Tranche Placement will be to restore the Company’s ability to issue securities within that limit, to the extent of the 190,000,000 Shares.

4.3

Specific Information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval of the First Tranche Placement pursuant to Listing Rule 7.4:

• (a) The Shares under the First Tranche Placement were allotted on 6 April 2011.

• (b) The Shares under the First Tranche Placement were issued at a price of $0.03 per Share.

• (c) The Shares under the First Tranche Placement are fully paid ordinary shares in the capital of the Company.

• (d) The Shares were allotted to sophisticated and professional investors (pursuant to sections 708(8) and 708(11) of the Corporations Act) and are not related parties or associates of related parties of the Company.

• (e) The funds raised will be used to support the Company's existing contracts (such as the recently secured seven year ATM agreement with HDFC Bank), assist in expediting further contracts and for general working capital purposes.

• (f) A voting exclusion statement is included in the Notice.

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5. Resolution 2 – Authorisation of Second Tranche Placement

5.1 General

Resolution 2 seeks Shareholder approval pursuant to Listing Rule 7.1 of issue of Shares under the Second Tranche Placement to sophisticated and professional investors who are not related parties or associates of related parties of the Company.

5.2 Listing Rule 7.1

The effect of passing Resolution 2 will be to allow the Directors to issue Shares under the Second Tranche Placement during the three month period after the Meeting (or a longer period, if allowed by ASX), without using up the Company's 15% placement capacity under the Listing Rule 7.1.

5.3 Specific Information Required by Listing Rule 7.3

For the purposes of Shareholder approval of the Second Tranche Placement and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) The maximum number of securities the Company can issue under Resolution 2 is 60,000,000 Shares.

• (b) The Shares under the Second Tranche Placement will be issued no later than three months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2).

• (c) The Shares under the Second Tranche Placement will be issued at a price of $0.03 per Share.

• (d) The Shares will be issued to the participants in the First Tranche Placement each of whom are sophisticated and professional investors (pursuant to section 708(8) and 708(11) of the Corporations Act) and who are not related parties or associates of related parties of the Company.

• (e) The Shares to be issued under the Second Tranche Placement are ordinary shares and rank equally with the Company's existing listed Shares.

• (f) The funds raised will be used to support the Company's existing contracts (such as the recently secured seven year ATM agreement with HDFC Bank), assist in expediting further contracts and for general working capital purposes.

• (g) Allotment of the Shares under the Second Tranche Placement will occur progressively.

• (h) A voting exclusion statement is included in the Notice.

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6. Resolution 3 - Ratification of Option Issue

6.1 General

Resolution 3 seeks Shareholder ratification pursuant to Listing Rule 7.4 of the issue of 6,000,000 Options to Mr Hemant Sood, COO of the Company’s Indian operating subsidiary.

The Options are being issued to Mr Hemant Sood in recognition of his past services and as an incentive for his future performance.

6.2

Listing Rule 7.4

The Options were issued within the Company’s 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 3 by ratifying the issue of the Options will be to restore the Company’s ability to issue securities within that limit without the requirement to obtain prior shareholder approval.

6.3 Specific Information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval of the Option Issue pursuant to Listing Rule 7.4:

• (a) A total of 6,000,000 Options were issued Mr Hemant Sood, COO of the Company’s subsidiary, Transaction Solutions International India Pvt Ltd.

• (b) The Options under the Option Issue were issued on 22 February 2011.

• (c) The Options under the Option Issue were issued for nil consideration in recognition of the past services of Mr Sood and as an incentive for future performance.

• (d) The terms and conditions of the Options are set out in section 6.4 below.

• (e) The Shares issued upon exercise of the Options will rank equally in all respects with the Company’s existing issued Shares.

• (f) No funds were raised from the Option Issue.

• (g) A voting exclusion statement is included in the Notice.

6.4 Terms of Options

The Options the subject of Resolution 3 were issued on the following terms:

• (a) the Options will expire at 5.00pm WST 22 February 2015 ( Expiry Date ). Options not exercised on or before the Expiry Date will automatically lapse;

• (b) each Option entitles the holder to subscribe (in respect of each Option held) for one fully paid ordinary share in the capital of the Company;

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• (c) the Options are exercisable at the exercise price and vest as follows:

Number of Options	Vesting date of Options	Exercise price of Options
2,000,000	Immediately on issue	$0.04
2,000,000	18 months from issue	$0.04
2,000,000	36monthsfrom issue	$0.04

• (d) subject to the Corporations Act, the ASX Listing Rules and the Company’s Constitution, after they have vested, the options may be transferred at any time prior to the Expiry Date with prior Board approval;

• (e) the Options will lapse 60 days following the termination of Mr Sood’s employment with the Company or its subsidiaries or such other date as approved by the Board;

• (f) the Options, may be exercised wholly or in part by completing an application form for shares ( Notice of Exercise ) delivered to the Company’s share registry and received by it any time prior to the Expiry Date;

• (g) a Notice of Exercise will be deemed to be a Notice of Exercise as at the last business day of the month in which such notice is received;

• (h) upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking pari passu with the then issued Shares. The Company will apply to ASX to have the Shares issued on exercise of the Options granted official quotation;

• (i) there will be no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to shareholders during the currency of the Options. Prior to any new pro rata issue of securities to shareholders, the holders of the Options will be notified by the Company and will be afforded 5 business days before the record date (to determine entitlements to the issue), to exercise the Options;

• (j) in the event that Company proceeds with a bonus issue to shareholders, the number of Shares over which the Options are exercisable will be increased by the number of Shares which the holder of the Options would have received if the Options had been exercised before the record date for the bonus issue;

• (k) in the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the expiry date, all rights of the Option holder are to be changed in a manner consistent with the ASX Listing Rules; and

• (l) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the date of the Notice of Exercise.

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7. Definitions

In this Explanatory Memorandum and Notice

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the board of Directors.

Company and TSI means Transaction Solutions International Limited ABN 98 057 335 672

COO means chief operating officer.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

First Tranche Placement has the meaning in Resolution 1 of this Notice.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of meeting.

Option means an option to acquire one Share.

Option Issue has the meaning in Resolution 3 of this Notice.

Placement has the meaning in Section 3 of the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Second Tranche Placement has the meaning in Resolution 2 of this Notice.

Section means a section of the Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

WST means Western Standard Time, being the time in Perth, Western Australia.

In this Notice, words importing the singular include the plural and vice versa.

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TRANSACTION SOLUTIONS INTERNATIONAL LIMITED ABN 98 057 335 672

PROXY FORM

The Company Secretary Transaction Solutions International Limited

By delivery: 24 Colin Street WEST PERTH WA 6005

By post: P.O. Box 233 WEST PERTH WA 6872

By facsimile: +61 8 9226 2235

I/We[1] ________________

of ______________

being a Shareholder/Shareholders of the Company and entitled to ___________

votes in the Company, hereby appoint[2 ] ______________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at The Celtic Club, 48 Ord Street, West Perth, Western Australia, 6005 on 12 May 2011 at 9:00am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolutions

The chairman of the Meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution 1 Ratification of First Tranche Placement Resolution 2 Authorisation of Second Tranche Placement Resolution 3 Ratification of Option Issue

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary ____ Contact Name	Shareholder 2 Director _____ Contact Daytime Telephone	Shareholder 3
		Director/Company Secretary _______ Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting. If the Shareholder is entitled to cast 2 or more votes at the general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting, the representative of the body corporate to attend the general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the general meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (24 Colin Street, West Perth, Western Australia 6005, or by post to PO Box 233, West Perth, Western Australia 6872 or Facsimile (08) 9226 2235 if faxed from within Australia or +618 9226 2235 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).