The Directors are pleased to present their report on the business and
 operations of the Company for the financial year ended 31st March 2011
 
 1.  Financial Results
 
                                                         Rs.Lacs
 
                                 Axis-IT&T Ltd.  Consolidated for the 
                                                      Group
 
 Year ended March31              2011     2010      2011        2010
 
 Total income                 3750.19  2027.27  16500.00     7818.16
 
 Total expenditure (
 before interest              2855.36  1715.00  14802.79     7017.69
 & depreciation)
 
 Profit/(Loss) before 
 interest, depreciation,       894.83   312.27   1697.21      800.47
 amortization and extra 
 ordinary items
 
 Interest&other finance 
 charges                       166.41    78.74    337.46      152.06
 
 Depreciation&amortization     105.76    91.84    374.50      183.59
 
 Provision for diminutioninthe 
 value of                           —        —         —           —
 investments or Bad Advances 
 & Debts/ (Written Back)
 
 Profit/ (Loss) before 
 Tax and                       622.66   141.71     985.25     464.81
 Extraordinary Items
 
 Extra Ordinary Income/ 
 (Expenses)                         —        —          —          —
 
 Profit/ (Loss) before Tax     622.66   141.71     985.25     464.81
 
 Provision for Tax–
 Current & Deferred             (0.01)  (37.54)     86.75     (24.51)
 
 Profit/(Loss) after Tax       622.67   179.25     898.51     489.32
 
 Tax Earlier Years                  —   (30.42)         —     (56.65)
 
 Prior Period Expense 
 Adjustments/                       —        —          —          —
 (Income Adjustments)
 
 Minority Interests                 —        —     107.23     164.68
 
 Profit/ (Loss) Brought 
 Forward                     (2036.76) (2216.02) (1225.39)  (1550.03)
 
 Balance Available for 
 appropriation               (1414.09) (2036.76)  (434.11)  (1225.39)
 
 Your company has shown, on a consolidated basis, growth of 111% in
 revenue and 112% in profit before taxes during the year under review as
 compared to the corresponding previous year.
 
 2.  Dividend
 
 No dividends have been declared for the current year as the Company has
 a carried forward loss of Rs. 1414.10 lacs on a standalone basis
 
 3.  Transfer to Reserves
 
 No Reserve has been created during the year.
 
 4.  Business Activities
 
 During the year the Company remained focused on Engineering Design &
 till December 2010 on Software Development.
 
 A.  Engineering Design
 
 In engineering design the company continued to focus on the Mechanical
 Engineering domain and saw excellent growth in Revenues &
 profitability. This resulted in increase in manpower strength of the
 Axis-IT&T Ltd. & its subsidiaries from 700 employees to 1070 employees
 during the year.
 
 The Engineering Services offered by the company are:
 
 1.  CAD Design Services
 
 - Concept Design
 
 - Product Design
 
 - 3D Modeling
 
 - Detailing
 
 - Tool Design
 
 - Reverse Engineering
 
 2.  Simulation and F.E. Analysis
 
 A comprehensive range of computer-aided engineering analysis services
 including FEA, CFD and optimization are offered as given below:
 
 - Linear Static Analysis - Non-linear Analysis
 
 - Dynamic Analysis - Modal Analysis
 
 - Fatigue Analysis - CFD
 
 - Steady State and Transient Thermal Analysis
 
 Caterpillar continues to be the most valuable client and the future
 prospects of business from the client look to be promising.
 
 Throughout the year, the engineering team successfully delivered high
 quality solutions on time to its clients. Our team has shown the
 ability to deliver engineering solutions that improve the quality,
 safety and value of our clients activities.
 
 Your Company offers diversified services in design and detailing using
 Pro/Engineer, Inventor, Unigraphics and Solidworks. Ansys and other
 such tools are used for carrying out structural and thermal analysis.
 We have been successful in delivering tangible benefits to the customer
 in the form of value engineering – weight reduction and design
 simplification. Our engineers have demonstrated their capability to
 translate ideas into products.
 
 The head Count at Axis Hyderabad Development Center (HDC) has increased
 by nearly 60% during the year. This resulted in the need for Facility
 expansion and therefore the center was moved to a new Facility in
 February 2011.
 
 B.  Software Development
 
 Your company had a contract for Software Development Services with
 Intervioice Inc. Since the Company has continued to focus and grow its
 core activities Engineering Design Services, it has exited its Software
 development activities in December 2010.
 
 C.  Subsidiaries
 
 AXIS Inc. :
 
 AXIS- IT & T Limited has wholly owned subsidiary incorporated in the
 US, namely AXIS Inc.  AXIS Inc. has a wholly owned subsidiary AXIS EU
 Ltd. in the UK.
 
 Cades Digitech Pvt. Ltd. :
 
 During the year your company made further investment in Cades Digitech
 Pvt. Ltd. of Rs. 2,00,50,000.  Due to a Preferential Issue made by
 Cades Digitech Pvt. Ltd. during the year, the total stake of your
 company stood at 51.10% in M/s Cades Digitech Pvt. Ltd. engaged in
 rendering Engineering Design Services in the Aerospace & Automotive
 domains. The Company is based in Bangalore. During the year a wholly
 owned subsidiary of the Cades Digitech Pvt. Ltd. was incorporated in
 Canada named as Cades Technology Canada Inc.
 
 In terms of general approval granted by the Central Government under
 Section 212(8) of the Companies Act, 1956, copies of Balance Sheet,
 Profit and Loss Account, Report of the Board of Directors and the
 Report of the Auditors of the subsidiary companies have not been
 attached with the Balance Sheet of the Company. The Company will make
 available these documents and related detailed information upon request
 by any shareholder of the Company or subsidiary interested in obtaining
 the same.
 
 However, pursuant to Accounting Standard AS-21 issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company include the financial statements of its
 Subsidiaries. The Financial Statements of the subsidiary companies are
 also available for inspection by the shareholders at the Registered
 Office of the Company and also that of its respective subsidiaries. The
 Financial Statements of each subsidiary shall also be available on
 Companys website www.axisitt.com.
 
 The following information in aggregate for each subsidiary has been
 disclosed in the consolidated balance sheet (a) capital (b) reserves
 (c) total assets (d) total liabilities (e) details of investment
 (except in case of investment in subsidiaries) (f) turnover (g) profit
 before taxation (h) provision for taxation (i) profit after taxation
 (j) proposed dividend.
 
 A statement of the holding companys interest in the subsidiary
 companies is attached as ‘Annexure A and form part of this report.
 
 5.  Major events Subsequent to the Balance Sheet Date
 
 There were no other major events subsequent to the balance sheet date.
 
 6.  Group
 
 Pursuant to an intimation from the Promoters, the names of the
 Promoters and entities comprising group as defined under the Monopolies
 and Restrictive Trade Practices (MRTP) Act, 1969 are furnished in the
 Annual Report as Annexure B for the purpose of the SEBI (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997.
 
 7.  Corporate Governance
 
 The company adheres to the SEBI prescribed corporate governance norms.
 The Corporate Governance Report is attached as an Annexure to this
 report.
 
 The shares of the Company are listed on the following exchanges:
 
 1.  National Stock Exchange of India Ltd.  Exchange Plaza Bandra Kurla
 Complex, Bandra (E), Mumbai.
 
 2.  The Bombay Stock Exchange – Mumbai Phiroze Jeejeebhoy Towers, Dalal
 Street, Fort, Mumbai.
 
 8.  Responsibility Statement of the Board of Directors
 
 The Directors responsibility statement setting out the compliance with
 the accounting and financial reporting requirements specified under
 Section 217(2AA) of the Companies (Amendment) Act, 2000 in respect of
 the financial statements is annexed to this report.
 
 9.  Directors
 
 Mr. P.Hemanth Polavaram was appointed as an Additional Director on
 29.01.11. He serves as an Independent Director. He is a qualified
 chartered accountant from the Institute of Chartered Accountants of
 India and qualified company secretary from the Institute of Company
 Secretaries of India. He was awarded the prestigious V. Kumar Memorial
 Award for scoring the highest marks in the Institute of Company
 Secretaries tax law examinations. He is also a national rank holder in
 company secretary examinations. He holds a Graduate in Law Degree and
 Honors Degree in Commerce, both from Osmania University in Hyderabad,
 India.
 
 Mr.. Pradeep Maitra & Mr. Vinay Shankar resigned from the Directorship
 w.e.f 17.07.2010 & 29.01.2011 respectively owing to their inability to
 attend Board meetings and preoccupation with other affairs.
 
 The Board puts on record its sincere appreciation for the support,
 cooperation and dedicated work from both Mr. Pradeep Maitra & Mr. Vinay
 Shankar during their tenure as Directors of the Company.
 
 10.  Auditors
 
 The auditors M/s Walker Chandiok & Co. retire from office at the
 ensuring Annual General Meeting and being eligible offer themselves for
 re-appointment.
 
 11.  Auditors Report
 
 The Auditors in para (x) of their CARO report on Standalone financials
 of the company have mentioned about the dilution of the net worth of
 the company.
 
 The Company has made good progress during the year and Net worth has
 improved by Rs. 622.67 lacs.
 
 12.  Conservation of Energy, Research & Development Technology
 Absorption, Foreign Exchange earnings and Outgo
 
 The particulars prescribed under Section (1) (e) of Section 217 of the
 Companies Act, 1956 read with the Companies (Disclosure of particulars
 in the report of Board of Directors) Rules, 1988, are as follows:
 
 a.  Conservation of Energy
 
 The operations of your Company involve low energy consumption and are
 not energy intensive. However, adequate measures have been taken to
 minimize the consumption through improved operational methods and new
 technologies. The company is using CFL bulbs to conserve its
 electricity and energy consumption.
 
 b.  Research & Development
 
 Since the requirements of the technology business are changing
 constantly, your Company has sought to focus on critical technologies
 and processes, which are likely to create value in the foreseeable
 future.
 
 c.  Foreign Exchange Earnings and Outgoings:
 
 Activities relating to Exports, initiatives taken to increase exports,
 development of new export markets for product and services, and export
 plans:
 
 Axis-IT&T is focused primarily on exports of its Engineering Design
 Services. The company has a delivery centre in Noida which is
 registered as an STP (Software Technology Park) Unit.
 
 The company supplies its services to companies in the US, UK & Europe.
 
 Axis-IT&T markets its services in the US & UK through Axis Inc. & Axis
 EU respectively.
 
 The marketing team in the US & UK are supported by a Business
 Development Team.
 
 The Business Development team does a search of companies that could
 potentially require the services being offered by Axis-IT&T and
 generates leads for the marketing teams based in the US & UK to follow
 up on.
 
 The Business Development & Marketing efforts have resulted in the
 acquisition of new clients by the company and the company has a growing
 pipeline of orders.
 
 Axis-IT&T is also supplying engineering services to Caterpillar India,
 Chennai, which is a registered STP and, therefore, the work done for it
 falls under the category of deemed exports.
 
 Foreign exchange earned and used:
 
 S. 
 No.  Particulars                                  2011        2010
                                              (Rs. Lacs)  (Rs. Lacs)
 
 1.  Foreign Exchange Earnings (accrual basis)  1896.71      870.44
 
 2.  Foreign Exchange Outgo (Including 
 Capital Goods                                   266.47       84.68 
 & Spares)
 
 3.  Deemed Exports                             1720.26     1138.01
 
 13.  Particulars of Employees :
 
 There were no employees covered under the provisions of Section 217(2A)
 of the Companies Act, 1956, read with the Companys Particulars of
 Employees Rules 1975 as amended from time to time.
 
 Acknowledgement
 
 Your Directors wish to place on record their appreciation of the
 contribution made by employees at all levels. The Directors also thank
 your companys Clients, Vendors, Investors and Bankers, along with
 various government agencies, the Software Technology Park, NOIDA &
 Hyderabad and other industry forums and agencies like NASSCOM, for the
 support received during the year and look forward to their continued
 support in the future.
 
 
 
 
 
                              For and on behalf of the Directors
  
                                  Sd/-              Sd/-
 
                            Pradeep Dadlani    Kedar Nath Choudhury
 
                               Director             Director
 
 Place: NOIDA
 
 Date: 25.05.2011