The Directors are pleased to present the 30th Annual Report together
 with the Audited Accounts for the financial year ended 31st March,
 2011.
 
 A) SUMMARIZED FINANCIAL RESULTS - ARSHIYA INTERNATIONAL LTD.
 
                                            For the year 
                                            ended          For the year
                                                           ended
                                            31-03-2011     31-03-2010
                                           (Rs in Lacs)     (Rs in Lacs)
 
 Income from Operations and 
 other Income                               47,542.53      28,293.76
 
 Expenditure                                43,145.22      25,801.35
 
 Profit Before Depreciation, Tax and 
 Exceptional Items                           4,397.30       2,492.41
 
 Depreciation                                  696.10         179.84
 
 Profit Before Tax but after 
 Exceptional Items                           3,645.67       2,312.57
 
 Provision for Taxation                      1,152.27         772.61
 
 Profit After Tax                            2,493.40       1,539.96
 
 Balance B/f                                 2,909.18       2,208.33
 
 Amount available for Appropriation          5,402.58       3,748.29
 
 Proposed Dividend                             705.95         587.53
 
 Dividend tax                                  114.52          97.58
 
 Transfer to General Reserve                   250.00         154.00
 
 Balance Carried to Balance Sheet            4,332.11       2,909.18
 
 FINANCIAL PERFORMANCE
 
 Income from Operations, along with other income has increased by 68.03%
 as compared to that of the previous year. The Profit before Tax has
 recorded an increase of 57.65% over that of the previous year and the
 Profit After Tax has increased by 61.91 % over that of the previous
 year.
 
 B) SUMMARIZED CONSOLIDATED FINANCIAL RESULTS - ARSHIYA INTERNATIONAL
 LTD. AND ITS SUBSIDIARIES
 
                                             For the year 
                                             ended              For the 
                                                               year ended
                                             31-03-2011        31-03-2010
                                            (Rs in Lacs)     (Rs in Lacs)
 
 Income from Operations and 
 other Income                                 82,435.82         56,781.93
 
 Expenditure                                  70,967.20         45,287.61
 
 Profit Before Depreciation, Tax and
 Exceptional Items                            11,468.62         11,494.32
 
 Depreciation                                  1,798.05            963.09
 
 Profit Before Tax but after Exceptional 
 Items                                         9,619.70         10,531.22
 
 Provision for Taxation                        1,396.69            735.78
 
 Profit After Tax and Minority Interest        8,200.65          9,831.34
 
 On a Consolidated basis your Company has recorded a 45.18% increase in
 income from operations and other income over that of the previous year.
 
 DIVIDEND
 
 Based on the Company''s performance, your Directors are pleased to
 recommend for approval of members a dividend for the financial year
 ended 31st March, 2011 @ 60%. i.e. Rs. 1.20 per Equity Share of Rs. 2/-. The
 Dividend on Equity Shares, if approved by the Members, would involve a
 cash outflow of Rs. 820.47 Lacs including dividend tax.
 
 TRANSFER TO RESERVES
 
 Your Directors propose to transfer a sum of Rs. 250.00 lacs to the
 General Reserve Account for the year ended 31 March, 2011.
 
 BUSINESS AND FUTURE OUTLOOK
 
 Your Company has embarked on a path that we believe will create a
 revolution in India''s logistics evolution, by building and operating
 landmark logistics infrastructure solutions which will be the key
 facilitator for growth of trade and commerce in India. With our 10
 years of lineage in Integrated Supply Chain and Logistics
 Infrastructure Solutions and recognizing the need in the logistics
 space, your Company operates with the mission of being the first and
 only company addressing these challenges with an integrated focus on
 Logistics Infrastructure, Innovation, Investment, Integration and IT in
 the areas of Supply Chain Solutions, Transport and Handling, Rail
 Infrastructure, Domestic Distriparks (logistics parks) and most
 importantly Free Trade and Warehousing Zones (FTWZs) across the
 country. With an investment outlay of USD 1.6 billion, your Company
 will be the industry pioneer in development and operations of
 state-of-the-art logistics infrastructure solutions across strategic
 locations in India. Your Company''s sole mission is to provide India
 with the logistics infrastructure solutions that would allow this great
 nation to capitalize on its true macro-economic potential.
 
 India spends approximately 14% of its GDP on logistics while most
 developed economies spend between 8% - 9%. On a USD 1.6 trillion GDP;
 this represents approximately USD 65 billion in excessive spending
 owing to the inefficiencies and unorganized nature of logistics in
 India. As India''s economy surges ahead and trade increases, bringing
 the desired efficiencies in logistics systems in India represents your
 Company''s mission. Arshiya plans to capitalize on India''s mammoth
 logistics opportunity through Integrated Supply Chain and Logistics
 Infrastructure Solutions by leveraging its unique competency of
 combining ''Soft Infrastructure'' such as asset-light 3PL (Third Party
 Logistics), 4PL (Fourth Party Logistics) services, with innovative
 ''Hard Infrastructure'' such as, FTWZs, Rail Infrastructure, Domestic
 Distriparks, Transport & Handling integrated through customized IT
 solutions.
 
 With Mumbai and Khurja FTWZ being operational this year, along with
 first of the Domestic Distripark in Khurja, we are extremely excited
 about the year. With our core business adding consistent momentum,
 additional trains being added to rail operations with strategic siding
 infrastructure being developed pan India, combined with improving
 economic conditions across the economy, we are confident to have an
 excellent operational year ahead.
 
 (I) Arshiya Free Trade and Warehousing Zones (FTWZ)
 
 The FTWZ regulatory framework will give India the much needed impetus
 to drive its economic growth to the next level, truly leveraging the
 nation''s vast domestic market and growing purchasing power parity. Over
 the last few decades India has been losing investments to neighbouring
 economies, which were being used by global corporations as bases for
 feeding India, due to lack of comparable infrastructure availability in
 India.
 
 With FTWZs, our country will be able to leverage ''Soft Infrastructure''
 such as skilled manpower, cost competitiveness, regulatory framework,
 IT connectivity, as well as ''Hard Infrastructure'' such as dedicated
 state-of-the-art mega logistics parks, FTWZs, rail connectivity,
 domestic distribution hubs ''Distriparks'', transport and handling and
 world class supply chain management services.  FTWZ will be a game
 changer for international as well as domestic companies which are
 importing, exporting or re-exporting products to and from India
 
 (II) Arshiya Rail Infrastructure
 
 Arshiya Rail Infrastructure started its operations in February 2009. As
 at 31st March, 2011, Arshiya Rail Infrastructure Limited has 15 trains
 to its pan India operations in Phase 1. Our unique model has resulted
 in Arshiya Rail being the second largest and the most profitable
 Private Container Train Operator (PCTO) in India.
 
 (III) Arshiya Domestic Distriparks
 
 Arshiya Domestic Distripark is a venture designed to provide companies
 with a strategic hub warehousing for domestic consolidation of goods.
 These rail-connected mega consolidation hubs will result in
 considerable time and cost reduction.
 
 The first of Arshiya''s five planned Domestic Distriparks is
 strategically located at the confluence of the Eastern and Western
 freight corridors at Khurja (near Delhi), in the state of Uttar
 Pradesh. It is further benefited by the adjoining presence of the
 modern high- capacity Arshiya Rail Infrastructure and FTWZ. It will
 allow companies to access ports and the hinterland through both the
 freight corridors.  This debottlenecked location, helps companies to
 cut down drastically on so-called inevitable transportation expenses,
 prevalent in India.
 
 A Domestic Distripark has dedicated container yard to process incoming
 cargo, customized warehousing facilities, state-of-the-art cargo
 handling equipment, skilled manpower, and integrated IT services for
 complete visibility, road and rail connectivity. This greatly aids in
 reducing a company''s capital expenses because such a consolidation
 point in the region makes the supply chain more profitable. The
 development of Domestic Distriparks will generate substantial economic
 activity and infrastructure development in the region in terms of
 employment to the locals, development of roads, schools, connectivity,
 housing, trade, etc.
 
 (IV)Arshiya Logistics
 
 With 11 years of lineage in integrated logistics solutions, Arshiya
 Logistics offers end-to-end Freight Management, Transportation,
 Document Management, Customs Clearance and Project Logistics services
 across the network of 150  countries worldwide.
 
 (V) Arshiya Supply Chain Management
 
 With a 7 year legacy, Arshiya Supply Chain Management provides end-end
 supply and demand chain solutions and is committed to evolving
 end-to-end strategic and innovative solutions across supply chain
 management.
 
 (VI) Arshiya Technology
 
 Provides software solutions for supply chain management and business
 process outsourcing. Offers suite of customized web based proprietary
 solutions that work to reduce costs, optimize stock levels and cycle
 time, while satisfying the need for on-time delivery.
 
 Arshiya''s Pan India Integrated Infrastructure Footprint
 
 FIXED DEPOSITS
 
 The Company has not accepted any public deposits falling under the
 purview of Section 58A of the Companies Act, 1956, and as such no such
 deposit was outstanding as on 31st March, 2011.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
 
 The Company has following subsidiaries for the financial year
 2010-2011.
 
 Arshiya Domestic Distripark Ltd. and its following subsidiaries:
 
 Arshiya Northern Domestic Distripark Ltd.  Arshiya Southern Domestic
 Distripark Ltd.  Arshiya Eastern Domestic Distripark Ltd.  Arshiya
 Western Domestic Distripark Ltd.  Arshiya Central Domestic Distripark
 Ltd.
 
 Arshiya FTWZ Ltd. and its following subsidiaries:
 
 Arshiya Northern FTWZ Ltd.
 
 Arshiya Exim Trading Ltd. (formerly known as Arshiya Southern FTWZ
 Ltd.).
 
 Arshiya Eastern FTWZ Ltd.
 
 Arshiya Western FTWZ Ltd.
 
 Arshiya Central FTWZ Ltd.
 
 Arshiya Rail Infrastructure Ltd.
 
 Arshiya Rail Sidings and Transport Ltd.
 
 Arshiya Supply Chain Management Pvt Ltd.  Arshiya Transport and
 Handling Ltd.
 
 Arshiya Hongkong Ltd. and its following subsidiary:
 
 Arshiya Logistics LLC (Dubai)
 
 Arshiya International Singapore Pte Ltd.
 
 Cyberlog Technologies International Pte Ltd. and its following
 subsidiaries:
 
 Cyberlog Technologies Hongkong Ltd.  Cyberlog Technologies Inc. (USA)
 Arshiya Technologies (India) Pvt. Ltd.  Cyberlog Technologies (UAE) FZE
 
 As required under the listing agreements with Stock Exchanges, a
 consolidated Financial Statement of the Company and all its
 subsidiaries prepared in accordance with Accounting Standards 21 and 23
 issued by the Institute of Chartered Accountants of India (ICAI) giving
 details of financial resources, assets, liabilities, income, profits,
 etc., of the Company, its associates and subsidiaries, after
 elimination of minority interest as a single entity, is annexed.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the annual accounts and other
 documents of the Subsidiary Companies are not being attached with the
 Annual Report of the Company. The Annual Accounts of the above referred
 subsidiaries as at 31st March, 2011, and the related detailed
 information will be made available to any member of the Company/its
 subsidiaries seeking such information at any point of time and the same
 will also be available for inspection by any Member of the Company/its
 subsidiaries at the Registered Office of the Company and will be
 available on the website of the Company. In addition, the annual
 accounts of the said subsidiaries will be made available for inspection
 at the Registered Office of the respective subsidiary companies.
 
 During the year under report, two step down subsidiaries of your
 Company, namely Arshiya Logistics LLC, Oman and Arshiya Logistics WLL,
 Qatar have ceased to be step down subsidiaries of your Company.
 Further, another step down subsidiary of your Company, Cyberlog
 Technologies Inc. (USA) has discontinued its business and is in the
 process of dissolution.
 
 EQUITY SHARE CAPITAL
 
 During the year under review, the Compensation Committee of the Board
 of Directors considered and approved allotment of 76,650 equity shares
 of Rs. 2/- each to all those employees of the Company / its subsidiaries
 who have exercised their options under the Company''s Employee Stock
 Option Plan 2007. Consequently, the total equity share capital of the
 Company has increased from 5,87,52,822 equity shares of Rs. 2/- each to
 5,88,29,472 equity shares of Rs. 2/-each. The said equity shares so
 allotted have been listed on the Bombay Stock Exchange Limited (BSE)
 and National Stock Exchange of India Limited (NSE) and rank pari passu
 with the existing equity shares in all respects.
 
 CORPORATE GOVERNANCE
 
 Your Company has been following the principles of good Corporate
 Governance over the years and lays strong emphasis on transparency,
 accountability and integrity. As per clause 49 of the listing Agreement
 entered into with BSE and NSE, a separate section on Corporate
 Governance forms part of the Annual Report.
 
 A Certificate from a Practicing Company Secretary confirming compliance
 with the conditions of Corporate Governance under Clause 49 of the
 listing Agreement is also attached to this Report.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956, and
 Article 123 of the Articles of Association of the Company, Prof. G.
 Raghuram and Mr. James Beltran, Directors, retire by rotation at the
 ensuing Annual General Meeting and, being eligible, offer themselves
 for reappointment.
 
 GLOBAL ADVISORY BOARD
 
 Your Company has an eleven member Global Advisory Board (the Advisory
 Board) consisting of eminent personalities with rich global experience
 in diverse fields including business, management, supply chain and
 logistics. The Board generally meets twice a year. The valuable advice
 and guidance of the Advisory Board plays a crucial role in formulating
 Arshiya''s corporate strategy, operational benchmarks, expansion plans,
 branding initiatives and sales strategy.
 
 The Global Advisory Board currently comprises the following members:
 
 1.  Mr. Ashutosh Varshney
 
 2.  Mr. Flemming Jacobs
 
 3.  Dr. Frank-Jurgen Richter
 
 4.  Prof. G Raghuram
 
 5.  Mr. James Beltran
 
 6.  Dr. Jerry (Yoram) Wind
 
 7.  Dr. John L Gattorna
 
 8.  Mr. Michael Proffitt
 
 9.  Mr. Paul W Bradley
 
 10.  Mr. Richard Taffet
 
 11.  Mr. William P Adamopoulos
 
 ARSHIYA EMPLOYEE STOCK OPTION PLAN 2007
 
 Employee Stock Option Plan 2007 is now administered by the Compensation
 Committee of the Board. The Board had allotted 14,11,700 stock options
 in first tranche on 15 February 2008, and 1,33,900 stock options in
 second tranche on 24 April 2008, at a price of < 210/- per option.
 
 Details of Options granted and other disclosures as required under
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines 1999, as at 31 March,
 2011, are set out in Annexure to this Report.
 
 SAP IMPLEMENTATION
 
 During the year, your Company has implemented SAP system resulting in
 better transparency, accountability and reliability of information and
 accounting systems. The next step would be to go for CRM system for
 achieving better customer satisfaction and services.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217 (2AA) of the Companies
 Act. 1956, with regard to the Directors Responsibility
 
 Statement, the Directors confirm that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there has been no material departures;
 
 b) the selected accounting policies were applied consistently and the
 Directors made judgments and estimates that are reasonable and prudent
 so as to give a true and fair view of the state of affairs of the
 Company as at 31st March, 2011, and of the profit of the Company for
 the year ended on that date;
 
 c) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d) the annual accounts have been prepared on a going concern basis.
 
 SECRETARIAL AUDIT REPORT
 
 The Company had engaged Mr. P.K.B. Nambiar, Practising Company
 Secretary, to review Secretarial Compliance for the financial year
 ended 31 March, 2011. The Secretarial Compliance Certificate addressed
 to the Board of Directors of the Company is attached to the Annual
 Report. The Secretarial Compliance Certificate confirms that the
 Company has complied with the applicable provisions of the Companies
 Act, 1956, Depositories Act, 1996, Listing Agreement with Stock
 Exchanges and all the Regulations of SEBI as applicable to the Company
 including SEBI (Substantial Acquisition of Shares and Takeovers)
 Regulations, 1997 and the SEBI (Prohibition of Insider Trading)
 Regulations, 1992.
 
 The Secretarial Compliance Certificate, although not mandatory, is also
 obtained, on a quarterly basis, from the aforementioned Practicing
 Company Secretary and reviewed by the Board.
 
 HUMAN RESOURCES
 
 For your Company, employees are the most valuable assets. Attracting,
 training, growing and retaining talented professionals continue to be
 the focus for Human Resources division of your Company. This division
 focusses on creating an organization which nurtures continuous
 improvement and innovation in management practices. Your Company
 recognizes the need to attract best-in-class talent from diverse
 domains and industries. Accordingly, hiring practices have been
 improvised to help identify the best talent in a cost effective manner.
 Pay for performance philosophy helps us in rewarding high performers
 thereby motivating talent and enhancing retention. Over the year, your
 Company has added key senior management as well as middle management
 resources across divisions.  The ''Arshiya Global Internship Program''
 has helped international management students to work on live projects
 on a real time basis and get hands on experience of working in India.
 The Human Resources at Arshiya will continue its focus on enhancing the
 service levels and creating a culture of employee friendly environment.
 
 HEALTH, SAFETY AND ENVIRONMENT
 
 As a responsible corporate citizen, your Company lays considerable
 emphasis on health, safety aspects of its human capital, operations and
 overall working conditions. Thus being constantly aware of its
 obligation towards maintaining and improving the environment, all
 possible steps are being taken to meet the toughest environmental
 standards on pollution, effluents, etc. across various spheres of its
 business activities.
 
 Arshiya''s Rail Infrastructure division especially plays a pivotal role
 in the mitigation of pollution and reduction of fuel used for road
 travel through its unique Rail solutions that it provides to
 corporations pan-India.
 
 The Company has implemented several proactive measures towards ensuring
 it''s logistics infrastructure especially the FTWZ in Mumbai and Khurja,
 along with the Domestic Distripark, are environment friendly. Following
 measures are being implemented in Mumbai FTWZ, which will be followed
 across locations:
 
 - Rain water harvesting
 
 - Development of green area: Re-plantation of 3,500 trees in the FTWZ
 
 - Re-utilization of hard rock and excavated earth for filling, ground
 profiling and concreting
 
 - Developed water bodies as natural storage and utilizing the water
 from it, throughout the year
 
 - Sewage treatment plant is operational in the zone. Water treated in
 this plant is being re-utilized for landscaping watering
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your Company sincerely believes that growth not only needs to be
 profitable and competitive, but also sustainable in a socially relevant
 manner. Today''s business environment especially in India therefore
 demands that corporate play a pivotal role in shouldering social
 responsibility. Your Company is committed to its Endeavour in social
 responsibilities for benefit of the community.
 
 Under the Corporate Social Responsibility (CSR) initiative of the
 Company ''Arshiya Cares'', your Company has pledged to join hands with
 organizations who are working towards finding simple solutions to the
 infrastructure problems that India faces. Following CSR initiatives
 have been undertaken by your Company in the social front:
 
 Emergency Fire Fighting Service
 
 The Mumbai FTWZ at Sai Village, Panvel has a 24x7 emergency fire
 fighting vehicle (Foam Tender) inside the zone managed by trained
 personnel. This service is supported by dedicated infrastructure which
 includes
 
 - Fire extinguishers and Signage (Fire safety plans)
 
 - Ceiling based water sprinklers for the stores and office space
 
 - Beam Detectors for Smoke and Fire Detection
 
 - Fire Hydrant System with hose reels and underground water storage
 tanks
 
 - Emergency Fire exit doors and staircases
 
 - Building Management System with Monitoring and Public address systems
 to provide emergency response
 
 Available 24x7 to the residents in the vicinity of Sai Village and
 Panvel area, free of charge through a toll free number.
 
 Emergency Ambulance Service
 
 The Mumbai FTWZ at Sai Village, Panvel has a 24x7 emergency ambulance
 service dedicated for residents in the vicinity of Sai Village and
 Panvel area. Stationed in the premise of the zone, it is equipped with
 expert staff trained in Trauma treatment. This service is available to
 the local population free of charge through a toll free number.
 
 Empowering Villages Everywhere (EVE) - Solar Lamps for Villages
 
 Your Company supported a novel initiative by school children based in
 Mumbai, for providing solar lamps to villages at a subsidized rate.
 Under the EVE program portable solar lamps were provided to villages
 where electricity is not available. By subsidizing the cost, EVE was
 able to offer villagers an opportunity to increase productivity and
 improve their quality of life. At Arshiya we have pledged to join hands
 with EVE & support them in this initiative to help light lives.
 
 CODE OF CONDUCT
 
 The Board has laid down a Code of Conduct for all Board Members and
 Senior Management of the Company. The Code of Conduct has been posted
 on the Company''s website.
 
 Board Members and Senior Management personnel have affirmed compliance
 with the Code for the financial year 2010-11. A separate declaration to
 this effect is annexed to the Corporate Governance Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Conservation of Energy:
 
 The operations of the Company involve low energy consumption. Adequate
 measures have been implemented to conserve energy such as -
 
 - Roof of the Mumbai FTWZ at Sai Village has been designed with MR24
 standards. A provision of installation of solar panels has been made on
 the roofs to generate renewable energy
 
 - Orientation of the Mumbai FTWZ buildings has been done in such a way
 that there is less heat transmission resulting in saving the
 electricity consumption by minimizing heat loss in the HVAC system
 
 Technology Absorption:
 
 Arshiya sincerely believes in utilising technology to improve
 productivity, efficiency and quality of its business operations and
 working environment.
 
 Foreign Exchange Earnings and Outgo:
 
 - Foreign Exchange received -Rs. 364,831,808/-
 
 - Foreign Exchange incurred -Rs. 108,621,798/-
 
 PARTICULARS OF EMPLOYEES
 
 The information required under section 217(2A) of the Companies Act,
 1956, and the Companies (Particulars of Employees) Rules 1975, as
 amended, forms part of the Report. However, in terms of Section
 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent
 excluding the aforesaid information. The same will be provided to the
 members on request in writing.
 
 AUDITORS'' REPORT
 
 The observations made by the Auditors in their Report relating to ESI
 contributions are self explanatory and have been adequately dealt with
 in Note 12 of Schedule 18 of Notes to Accounts.
 
 AUDITORS
 
 M/s MGB & Co., Chartered Accountants, Mumbai, Auditors of the Company,
 retire at the ensuing Annual General Meeting and are eligible for
 reappointment.
 
 The Company has received a certificate from M/s MGB & Co., Chartered
 Accountants, Mumbai, confirming that their appointment, if made, shall
 be in accordance with the provisions of Section 224 (1B) of the
 Companies Act, 1956.
 
 ACKNOWLEDGEMENT
 
 The Board places on record its sincere appreciation of the assistance
 and contribution of employees at all levels, clients, vendors,
 investors, bankers and all other stakeholders towards the performance
 of the Company during the year under review.
 
                            For and on behalf of the Board of Directors
 
 Date : 10 August, 2011                                   Ajay S Mittal
 
 Place: Mumbai                             Chairman & Managing Director