The directors are pleased to present their report on the business and
 operations of your Company for the financial year ended March 31, 2009.
 
 a) Standalone financial results of Aztecsoft Limited Rs. in 000s
 
 Particulars for the 
 year ended March 31,                          2009      2008
 
 
 Software development and services        2,737,798    2,255,209
 
 Other income                                50,854       51,239
 
 Total income                             2,788,652    2,306,448
 
 Software development expenses            1,677,092    1,664,442
 
 Administrative and other expenses          888,591      326,858
 
 Interest - 21
 
 Depreciation                               144,352      131,391
 
 Profit before taxation                      78,617      183,736
 
 Provision for taxes
 
 Current tax
 (including foreign taxes)                   12,847       21,948
 
 Mat credit entitlement                      (3,265)        -
 
 Fringe benefit tax                           5,179        6,996
 
 Deferred tax (Net)                         (12,500)     (15,593)-
 
 Profit after tax                            76,356      170,385
 
 Profit brought forward
 from previous year                         746,247      591,709
 
 Amount available for appropriation         822,603      762,094
 
 Appropriations 
 Proposed dividend                             -          13,545
 
 Dividend tax                                  -           2,302
 
 Balance carried to balance sheet           822,603      746,247
 
 On a stand-alone and amalgamated basis for FY 2008-09, your Companys
 revenues and profit after tax were at Rs. 2,737.79 million and Rs.
 76.36 million respectively.The consolidated financial results of your
 Company for the year ended March 31,2009 are as detailed hereunder and
 presented and annexed, elsewhere in this report for the kind perusal of
 members.
 
 b) Consolidated financial results
 
                                                       Rs. in Lakhs
 Particulars for the
 year ended March 31,                       2009            2008 
 
 Software development and services        33,196.07      25,310.21
 
 Other income                                512.62         409.00
 
 Total income                             33,708.69      25,719.21
 
 Software development expenses            20,282.84      18,112.83
 
 Administrative and other expenses         9,250.65       4,294.11
 
 Interest                                      -              0.21
 
 Depreciation                              1,537.37       1,359.85
 
 Profit before taxation                    2,637.83       1,952.21
 
 Provision for taxes                           -              -      
 
 Current tax (including foreign taxes)       558.95         291.65
 
 MAT credit entitlement                      (32.65)          -
 
 Fringe benefit tax                           51.79          69.96
 
 Deferred tax (Net)                         (103.10)       (147.23)
 
 Profit after tax                          2,162784       1,737.83
 
 Profit brought forward from                   
 previous year                             7,980.26       6,400.90
 
 Amount available for appropriation       10,143.10       8,138.73
 
 Appropriations                               -             -
 
 Proposed dividend                            -             135.45
 
 Dividend tax                                 -              23.02
 
 Transfer to general reserve                  -             -      
 
 Balance carried to Balance Sheet         10,143,10       7,980.26
 
 Results of consolidated operations
 
 Consolidated revenues for FY 2008-09 were at US $ 71.58 million -
 Rs.3,319.61 million, registering an annual growth of about 24% in Rupee
 terms (FY 2007-08 consolidated revenues were at US $ 63.05 million-
 Rs.2,53 1.02). Profit before tax during the year was at Rs.263.78
 million as against Rs. 195.21 million during the previous year.
 Consolidated profit after tax was at Rs.216.28 million as against Rs.
 173.78 million during the previous year.
 
 The IT industry has faced a tough time during FY 2008-09 due to
 uncertain global economic conditions and this has severely affected
 both revenues and profits.This coupled with the un-precendented forex
 movement also affected the revenues and profits and resulted in a
 non-cash charge being provisioned on outstanding derivative
 instruments. Improved sales mix, tight control on operations and
 expenses and better utilization has helped the Company to improve
 profits.
 
 Your Company continued to see good traction for its services and its
 expertise in chosen niches continues to hold it in good stead. FY
 2008-09 witnessed a complete strategic repositioning of your Company.
 Your Company re-aligned its processes, updated services, enhanced
 technology offerings, restructured the organization, upgraded brand
 image and continued to deliver superior value to customers.
 
 Your Company today is much more focused and is executing at a much
 higher efficiency than a year ago.Your Company was able to grow
 revenues without adding incremental headcount. This was achieved by
 better utilization of resources and trainees moving to billable
 positions quickly. Your Companys investment in training and talent
 transformation is beginning to pay off.To create a natural hedge
 against an appreciating rupee, your Company proactively started
 building its onsite business in FY 2008-09.This has yielded very good
 results and onsite revenue has grown. Your Company has decided to focus
 on higher quality revenue and reduce the exposure to revenue from early
 stage companies. This stability in quality of revenue will help make
 the growth more predictable.
 
 The demand for your Companys services continues to look robust, and
 the niche focus of OPD and independent testing services continues to
 resonate with target customers.Your Company does not have any exposure
 to the sub-prime crisis. In FY 2008-09 your Company also began to
 invest in Industry Focus marketing strategy.  This new go-to-market
 strategy is already yielding strong positive results and the pipeline
 looks reasonable.Your Company has been able to add strategic customers
 with good revenue potential and strengthened its existing customer
 relationships. Your Company would be collaborating with many more
 customers across new sectors thus expanding the portfolio and
 delivering superior value to customers.Your Company continues to
 operate as a long-term value addition player to its customers and
 provide the entire life- cycle services addressing their end-to-end
 requirements.
 
 Acquisition by MindTree Limited - During the year, MindTree Limited
 (MindTree) has acquired 3,64,41,595 equity shares of Rs. 3 each
 constituting 79.90% of the voting capital of Aztecsoft Limited through
 a combination of direct purchase from promoter shareholder and open
 offer to the public shareholders. As a result, Aztecsoft has become a
 subsidiary of MindTree.
 
 The Companies have filed an application with the Honble High Court of
 Karnataka for the merger of Aztecsoft with Mindtree effective from
 April I, 2009 which is in advanced stage and we expect the final
 approval Order soon.
 
 Dividend
 
 Your directors do not recommend any dividend for the financial year.
 
 Transfer to reserves
 
 Your Company does not propose to transfer any amount to the general
 reserve. Your Company also proposes to retain Rs.822.60 million in the
 profit and loss account (on standalone basis).
 
 Scheme of Amalgamation
 
 The Honorable High Court of Karnataka has vide Company petition nos.
 123/06 & 124/06 passed an Order on April 13, 2007 approving the Scheme
 of Amalgamation between Aztec Disha Technologies Limited (our wholly
 owned subsidiary) and Aztecsoft Limited with effect from April 1, 2006
 and financial statements are accordingly being presented.
 
 Subsidiary companies
 
 Your Company has two wholly owned subsidiaries namely Aztec Software,
 Inc. and Aztecsoft Disha, Inc.
 
 Your Company has received approval vide Letter No. 47/127/2009- CLIII
 dated March 18,2009 from the Government of India, Ministry of Company
 Affairs granting an exemption from attaching the audited accounts of
 the subsidiaries to this annual report for the financial year ended
 March 31,2009. Audited accounts of all subsidiaries of the Company are
 available at the registered office of the Company for inspection by
 members and will be made available upon request by any member of the
 Company.A statement furnishing particulars of the subsidiaries is
 annexed to this annual report in the notes to the consolidated
 accounts.
 
 Increase in share capital
 
 During the year, your Company issued 613,385 equity shares of Rs. 3/-
 on the exercise of stock options under the 1998 Stock Option Plans. As
 a result, the paid-up equity share capital increased from Rs.
 134,982,801 (comprising 44,994,267 equity shares of Rs.  3 each) to Rs.
 136, 822,956(comprising 45,607,652 equity shares of Rs. 3 each).
 
 Technology, quality and security focus
 
 Your Company provides best-in-class development and testing services to
 software product companies, portals & software services providers and
 companies in mobility & wireless and financial domains. Your Company
 provides the following services - full life-cycle product engineering,
 independent testing, professional services, and sustenance engineering.
 
 Your Company offers its customers a unique, distributed model of
 software engineering that delivers speed, quality, efficiency and
 scalability to maximize customers return of investment. With a
 customer list that includes many of the largest global product
 companies and portals, and a wide range of emerging technology
 start-ups, your Company has the best combination of expertise,
 experience and depth of services to make it the technology partner of
 choice.
 
 Your Company provides comprehensive software product engineering and
 quality engineering services as well as open source expertise, to
 accelerate development of software products and reduce time to market.
 Your Company applies excellent project management and proven processes
 and methodologies to help software companies succeed with quality
 software products.
 
 With its record of accomplishment of executing successful projects,
 your Company provides predictable cost, time, and resource usage and
 builds partnerships with satisfied and loyal customers. Your Company
 operates globally and over the last decade, it has earned a reputation
 as a superior and reliable provider of software engineering services.
 Your Company has dedicated business units with market focus and these
 units have the speed and flexibility to operate independently and have
 the vision and leadership to excel in their focus areas.
 
 Your Companys delivery centers in Bangalore have been assessed at
 Software Engineering Institute (SEI) Capability Maturity Model
 Integration - Software (CMMI-SW) Ver I.I Maturity Level 5 (the highest,
 Optimizing Level of Maturity).
 
 Your Company has implemented ISMS at all its five locations and these
 are certified on this global standard and is one of the very few
 companies that have all its locations ISO 27001 certified in India. The
 recent assessment strongly reinforces the Companys offshore product
 development ability to deliver and exceed customers expectations.
 
 Human resource development
 
 To remain at the cutting edge and to be the best, your Companys focus
 has been not only business strategies but more importantly on people
 power. Your Company strongly believes, it is people alone who provide
 greatest sustainable, competitive advantage.  During the year under
 review, the Company made substantial investments in developing human
 resources and focused on improving productivity.
 
 Your Companys multiple-award winning HR practices and great work
 environment has made it relatively easy to hire and retain talent and
 has in place a robust scalable recruitment and human resources
 management systems. Attrition continues to be under control, in line
 with industry norms. The endeavor of your Companys human resources
 function has been to align employees to the business goals and at the
 same time foster employees interest. This creates a favorable
 environment and promotes innovation and merit. The synergy of
 employees technical domain interests and business interests, has lead
 the organization to achieve its objectives and thus create value for
 employees in terms of growth, investors, return on investments and
 customers with quality deliverables. Employees continue to build new
 skills and competencies and this promotes knowledge sharing, building
 effective teams, cross training, rotation across projects, functions
 and locations.The Talent Transformation wing of your Company is
 spearheading the process of creating a learning environment in areas of
 knowledge management, institutional linkages, technology forecasting
 for future requirements.
 
 Awards
 
 Independent validation of your Companys consistent growth momentum
 comes in the form of several awards and recognition the Company has
 received in the last few months from India and overseas.
 
 Corporate social responsibility
 
 Continuing with its philosophy of building a better society, your
 Company through its Welfare Trust and the employees contribute to
 ensure the under privileged children get their nutritious mid day
 meals, books, basic amenities and infrastructure.
 
 Your Companys main objective of the project is to motivate poor and
 needy children to attend school and to improve the literacy rate among
 the children of economically backward families.
 
 Product engineering in education
 
 Your Company has partnered with Sree Jaya Chamarajendra college of
 engineering, Mysore in drafting the M.Tech syllabus on Product
 Engineering .This course has been approved by Visvesvaraya
 Technological University, Belgaum.
 
 Liquidity
 
 Your Company continue to be debt free and has a very strong and liquid
 balance sheet that can be leveraged to achieve its strategic
 objectives. During the year under review, internal cash flows generated
 from operations have adequately covered working capital requirements
 and capex requirements for the year.
 
 As on March 31,2009,your Company had cash and cash equivalents
 amounting to Rs. 1017 million on consolidated basis. These funds have
 been invested in safe financial instruments.
 
 Corporate governance
 
 Your Company continues to adopt with the best of- the-breed practices
 at the global levels as far as the corporate governance standards are
 concerned and its efforts are widely recognized by the investment
 community. Your Company has complied with regulations provided in
 clause 49 of the listing agreement it has entered into with the stock
 exchanges.The compliance report on the various requirements under the
 said clause along with the practicing Company Secretarys certification
 thereof is provided in the corporate governance section of this
 report.Your Company also has voluntarily adopted Secretarial Standards.
 
 Employee stock option plans
 
 Your Company has introduced two stock option plans - 1998 Stock Option
 Plan, (India) and 1998 Stock Option Plan, (US). The details to be
 disclosed under SEBI guidelines are as hereunder,
 
 Particulars                     1998 Stock Options 1988 Stock Options
                                       Plan (India)       Plan (US)
 
 
 (a) Options granted                    16,360,938        7,660,627
 
 (b) Pricing formula As per notes to 
 accounts  As per notes to accounts
 
 (c) Options vested and yet to be 
 exercised_ 1,519,876                      741,744          778,132
 
 (d) Options exercised                  10,480,614        1,334,083
 
 (e) Number of shares arising* as 
 a result of exercise until 31.03.2009
                                         2,334,907          170,568
 
 (f) Options lapsed                      4,404,230        5,294,412
 
 (g) Variations of terms of options            Nil              Nil
 
 (h) Money realized by exercise of 
 options (Rs.)                         127,230,693       29,927,974
 
 (i) Total number of options in force
 at the end of the year                  1,478,594        1,032,132
 
 (j) Employee wise details of options
 granted to :                          
 
 i.  Senior management personnel during 
 the year 
 
 a) Anand Veerkar                          100,000            -
 
 ii.  Any employee who received a
 grant of option amounting to 
 
 5% or more of options granted during
 the year                                      Nil             Nil
 
 iii.  Any employee who was granted 
 options, during the year, equal 
 to or exceeding 1% of the issued 
 capital(excluding outstanding
 warrants and conversions) of the 
 Company at the time of grant                  Nil             Nil
 
 (k) Diluted earnings per share (EPS) 
 pursuant to issue of shares on 
 exercise of option calculated in 
 accordance with Accounting 
 Standard (AS) 20 Earnings Per Share 
 on stand-alone basis.                        1.74            1.74
 
 (m) Weighted-average exercise prices
 and weighted-average fair 
 
 values of options shall be disclosed 
 separately for options 
 whose exercise price either equals
 or exceeds or is less 
 than the market price of the stock 
 As per notes to account As per notes
 to account
 
 * The above-mentioned shares do not include shares directly transferred
 from Trust All Stock Option Plans established after June 19, 1999 have
 to comply with the SEBI guidelines issued in this regard. These
 guidelines require that excess of market price of the underlying equity
 shares as of the date of grant over the exercise price of the option,
 if any, is to be recognized and amortized on a straight- line basis
 over the vesting period.
 
 The Companys 1998 Stock Option Plans were established prior to SEBI
 guidelines on stock options. Shares under 1998 Stock Option Plans were
 issued at Rs. 3/- per share and there was I: I bonus issue in May 2000
 for 1998 Stock Option Plan India. All grants after that date have been
 issued at market prices and the Company has complied with the
 accounting policies as specified in guidelines.  Applying the fair
 value, the impact on the reported (consolidated) net profit and basic
 earnings per share would be as follows:
 
                                                 Year ended 
                                              March 31,2009
 
 Net income as reported                              76,356
 
 Less: Stock-based employeecompensation        
 expense(fair value method)                           9,565
 
 Proforma net income                                 66,791
 
 Basic earnings per share as reported                  1.76
 
 Proforma basic earnings per share                     1.54
 
 The weighted average fair value of the options granted during the year
 ended March 31,2009 (computed using Black-Scholes model) was Rs. 43.27
 (2008: Rs. 48.81).The estimation of fair value on the date of grant was
 made using the Black-Scholes model with the following assumptions:
 
 Particulars
 
 Dividend yield%                    0.13%
 
 Expected life (years)               4-5
 
 Risk free interest rate            7.01%
 
 Volatility                        60.57%
 
 Management discussion and analysis of results of operations and
 financial condition
 
 In compliance with the requirements of the listing agreement, a
 detailed management discussion and analysis of results of operations
 and financial condition is annexed in this report.
 
 Public deposits
 
 Your Company has not accepted any deposits from the public and, as
 such, no amount of principal or interest was outstanding as of the
 balance sheet date.
 
 Directors
 
 As per Article 29 of the Articles of Association, Mr. Sunil Gulati and
 Mr. S.R. Gopalan retire by rotation in the fourteenth annual general
 meeting and being eligible offer themselves for re- appointment.
 
 Mr. Krishnakumar Natarajan was appointed as Managing Director on July
 29, 2008 for a period of three years.
 
 Mr. V.R. Govindarajan was appointed as additional directors on August
 14, 2008 and hold office up to the date of the fourteen annual general
 meeting.
 
 Your directors recommend that the resolutions relating to the above
 directors of your Company be passed.
 
 Mr. Satish Menon and Mr. Samir Bodas resigned from the board on July
 29, 2008 and March 31, 2009 respective.y.
 
 Auditors
 
 The statutory auditors, M/s. BSR & Associates, Chartered Accountants,
 retire at the conclusion of the fourteenth annual general meeting and
 have confirmed their eligibility and willingness to accept office, if
 re-appointed. As recommended by the audit committee, the Board
 recommends that M/s. BSR & Associates be re-appointed as the statutory
 auditors to hold office until the conclusion of the fifteenth annual
 general meeting.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo
 
 The particulars as prescribed under section 217(1 )(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, are set out in the annexure
 included in this report.
 
 Particulars of employees
 
 Information pursuant to section 2I7(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975 to the
 extent applicable are set out in the annexure included in this report.
 
 Directors responsibility statement
 
 We, the Directors of Aztecsoft Limited, confirm the following:
 
 1. In the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures.
 
 2 We have selected such accounting policies and applied them
 consistently and 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 at the end of the financial year and of the profit of the
 Company for the financial year.
 
 3.  We have taken proper and sufficient care 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.
 
 4.  We have prepared the annual accounts for the financial year on a
 going concern basis.
 
 Acknowledgements
 
 Your directors thank all the customers, investors, vendors and bankers
 for their continued support. Aztecians are instrumental in scaling
 heights year after year and your directors place on record their
 appreciation of the contribution made by them at all levels through
 their competence, hard work, co-operation and support.  Your directors
 also thank the Government of India, particularly the Department of
 Electronics, the Customs and Excise Department, Software Technology
 Parks of India - Bangalore, the Ministry of Commerce, the Reserve Bank
 of India, the Government of Karnataka and all other Government agencies
 for their support during the year and look forward to their continued
 support in the future.
 
                           For and on behalf of the board of directors
 
                                                Krishnakumar Natarajan
                                                              Chairman
 Bangalore
 April 27, 2009